Investment Committee Memo · Waterfalls
Angel Studios 001, Inc.
Angel Studios · Unknown · Vintage 2021
38
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
20
Pref quality
—
Fee drag
40
GP alignment
55
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (20 · 5 high/critical)
- highDDQ gap: Does the fund engage an independent auditor?The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.
- highDDQ gap: Does the fund have a GP clawback provision?The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
- highDDQ gap: What is the LP/GP carried-interest split above the preferred return?The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
- highDDQ gap: What is the preferred return (hurdle) rate offered to LPs?The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
- highDocument-quality defect — Angel Studios SPV - Cabrini, Inc. vs Angel Studios 001, Inc.Auditor's report and financial-statement notes are addressed to 'Angel Studios SPV - Cabrini, Inc.' — the entity's prior name — not the current issuer name 'Angel Studios 001, Inc.' appearing on the cover and throughout the offering circular.
- mediumDDQ gap: Does the fund use a third-party fund administrator?The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.
- mediumDDQ gap: Is there a GP catch-up, and at what rate?The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
- mediumDDQ gap: What distribution-waterfall structure does the fund use?The offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.
- mediumDDQ gap: What is the GP's capital commitment (skin in the game)?The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
- mediumNumeric inconsistency — $5,000,0000 — extra zero in milestones tableThe 'Total Use of Net Proceeds' cell in the Plan of Operations milestones table reads '$5,000,0000' (ten million) instead of '$5,000,000' (five million) for the 100%-sold scenario.
- mediumNumeric inconsistency — Use of Proceeds table — Net Proceeds vs Total Use of Net Proceeds at 25% scenarioNet Proceeds at the 25%-sold scenario is stated as $1,100,000 after deducting $150,000 in fees from $1,250,000 gross, but the 'Total Use of Net Proceeds' row in the same table shows $1,250,000 — i.e., the gross amount, not the net.
- lowDDQ gap: What is the minimum LP investment?The offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.
- lowSpelling / typo — COMISSIONCover-page disclaimer misspells 'COMMISSION' as 'COMISSION': 'THE COMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION.'
- lowSpelling / typo — THE UNITED STATE SECURITIESCover-page disclaimer reads 'THE UNITED STATE SECURITIES AND EXCHANGE COMMISSION' — missing the 'S' in 'STATES.'
- infoSpelling / typo — explouitDescription of Business section misspells 'exploit' as 'explouit': 'agreeing to market, distribute, and otherwise explouit the Picture.'
- infoSpelling / typo — incuredFootnote to the Use of Proceeds table misspells 'incurred' as 'incured': 'additional professional fees that may be incured after the date of this Preliminary Offering Circular.'
- infoSpelling / typo — IssuranceStatement of Stockholders' Equity misspells 'Issuance' as 'Issurance': 'Issurance of Common Stock.'
- infoSpelling / typo — rasePlan of Distribution section misspells 'raise' as 'rase': 'we will not be required to return any funds to you if we do not rase the maximum offering amount.'
- infoSpelling / typo — reimbusedSubstantive sentence misspells 'reimbursed' as 'reimbused': 'the Company will be reimbused (or will reimburse its Parent Company) for all other marketing and distribution expenses.'
- infoSpelling / typo — third_partiesBody text uses an underscore instead of a space: 'to license the Picture to third_parties for distribution on their distribution platforms.'
DDQ readiness — 31% covered
4 answered · 0 partial · 9 gaps of 13 standard questions.