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BANGI INC.

Sponsored by BANGI·

Unknown· Debt· Inc · 6 classes· ● Low· PPM v1· Updated 26d ago
4 data notes
Unusual structureLow-confidence extractionUnscored: absolute lp takeUnscored: fee drag
Run the numbers
Composite
20.0
median 35 15
Pref Return
LP Take (Base)
median 42.6% · Other / Specialty
GP Commit
0.0%
median 0.0% +0.0%
Min Investment
$300
ticket size
Offering Size
$50M
target raise
Cascade · Distributions

Where each dollar goes

$875K
LP $875K · Fees $0 · GP $0
GROSS PROCEEDS$875KLPT1Return of Capital$500,000 · 57.1% of grossLPGPT4Residual Split (100% / 0%) · 42.9%Limited Partners · $375KGeneral Partner · $0pool fully distributed
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →
Class structure · 6 classes· viewing as Series A Preferred Stock

How BANGI INC. divides the cap table

The cascade above is filtered to Series A Preferred Stock. Reset to blended view.

Deal diligence15 findings · worst high

Automated checks across the fund's extracted PPM. Every finding is shown with the evidence it's based on — proven numbers or a verbatim quote and page.

Document quality

Drafting defects found in the PPM prose — numeric inconsistencies, broken cross-references, unfilled placeholders, and defined-term problems. Each is shown with the offending quote and its page.

Numeric inconsistency — Common shares issued and outstanding

High

Description of Capital states 4,646,827,035 common shares outstanding; Note 4 of the financial statements states 4,246,827,035 — a difference of 400,000,000 shares.

we currently have 4,646,827,035 shares issued and outstanding. ... The common stock of the company is USD. 0.00001 representing 4,246,827,035 shares.
PPM p.4398% confidence

Numeric inconsistency — Net cash used in operating activities FY2019

High

MD&A states operating cash outflow for FY Jan 31 2019 was ($42,026) but the audited cash flow statement shows ($6,451) — figures are transposed with the financing line.

Our net cash used in operating activities for the year ended January 31, 2019 was ($42,026) compared to ($89,393) for the year ended January 31, 2018. ... Net cash used in operating activities -6,451 -89,393
PPM p.2697% confidence

Unfilled placeholder text — Dated _________2019

High

Unfilled date placeholder on the cover page of this Preliminary Offering Circular shipped to investors.

Preliminary Offering Circular Subject to Completion. Dated _________2019 Bangi Inc.
PPM p.199% confidence

Unfilled placeholder text — Offering Circular dated _____, 2019

High

Unfilled date placeholder in the Table of Contents header indicates the document is not finalized.

Offering Circular dated _____, 2019 TABLE OF CONTENTS SUMMARY 2 RISK FACTORS 4
PPM p.299% confidence

Defined-term defect — Series C Preferred Stock (under Series D heading)

Medium

The 'Series D Preferred Stock' section header is immediately followed by a description referring to 'Series C Preferred Stock' — wrong series name substituted, creating ambiguity about authorized share count.

Series D Preferred Stock We are authorized to issue up to 100,000,000 shares of Series C Preferred Stock, par value $0.0001, of which there are currently 1,000,000 shares issued and outstanding.
PPM p.4499% confidence

Document-quality defect — COMPASS BIOTECHNOLOGIES INC. in financial statement headers

Medium

All financial statement headers throughout the exhibits identify the entity as 'COMPASS BIOTECHNOLOGIES INC.' — the prior name — rather than Bangi Inc., the current issuer name as of the offering.

COMPASS BIOTECHNOLOGIES INC. ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2019
PPM p.4695% confidence

Spelling / typo — did not revenues any revenues

Low

Garbled sentence in MD&A Revenues section — 'revenues' used as a verb, creating a doubled and nonsensical construction.

We did not revenues any revenues for the years ended January 31, 2019 and January 31, 2018.
PPM p.2699% confidence

Diligence gaps

Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.

DDQ gap: Does the fund engage an independent auditor?

High

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.

90% confidence

DDQ gap: Does the fund have a GP clawback provision?

High

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.

90% confidence

DDQ gap: What is the LP/GP carried-interest split above the preferred return?

High

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.

90% confidence

DDQ gap: What is the preferred return (hurdle) rate offered to LPs?

High

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.

90% confidence

DDQ gap: Does the fund use a third-party fund administrator?

Medium

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.

90% confidence

DDQ gap: Is there a GP catch-up, and at what rate?

Medium

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.

90% confidence

DDQ gap: What distribution-waterfall structure does the fund use?

Medium

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.

90% confidence

DDQ gap: What is the GP's capital commitment (skin in the game)?

Medium

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.

90% confidence

DDQ readiness

How much of a standard institutional due-diligence questionnaire this fund's offering documents answer out of the box. Gaps are questions an allocator will ask directly.

38%
Coverage
5 answered0 partial8 gaps13 questions
Economics
  • What is the preferred return (hurdle) rate offered to LPs?Gap
  • What is the LP/GP carried-interest split above the preferred return?Gap
  • Is there a GP catch-up, and at what rate?Gap
  • Does the fund have a GP clawback provision?Gap
  • What is the GP's capital commitment (skin in the game)?Gap
Structure
  • What distribution-waterfall structure does the fund use?Gap
  • What is the fund's investment strategy / asset class?Debt · UnknownAnswered
  • What is the fund's vintage year?Vintage 2019.Answered
  • What is the target offering size?Target offering of $50,000,000.Answered
  • What is the minimum LP investment?Minimum investment of $300.Answered
Fees & Expenses
  • Is the fund's fee schedule disclosed (management fee, etc.)?1 fee line item(s) extracted from the offering documents.Answered
Governance
  • Does the fund engage an independent auditor?Gap
  • Does the fund use a third-party fund administrator?Gap

Fee scheduletaken before LP distributions

Total load 0.00%
Fee
Trigger
Basis
Rate
Selling Commission / Placement Agent Fee
Sale of Notes
Negotiated case-by-case with each Placement Agent; amount not disclosed. Company reserves right to engage registered Broker-Dealers and/or Placement Agents who may receive cash commissions, equity incentives, or both.
0.00%

Service providers3 gaps

Legal Counsel
Gap
Not disclosed
No independent counsel named for investors. Common in small syndications where Manager and Fund share counsel — reduces independence. Verify during diligence.
Auditor
Gap
Not disclosed
Audit intent not stated in PPM. Ask the sponsor: will the fund be audited, by whom, and on what frequency?
Fund Administrator
Gap
Not disclosed
No third-party fund administrator referenced. Manager likely handles admin internally — common for <$10M raises but reduces independence.
Placement Agent
OK
No placement agent engaged
No placement agent engaged. Direct placement by Manager — no placement fees eat your invested capital.

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