Rastegar Income Fund III Inc.

Cascade · Distributions

Where each dollar goes

$875K

LP $875K · Fees $0 · GP $0

Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →

Deal diligence26 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 — authorized vs. outstanding vs. offered shares

High

The issuer states it is authorized to issue up to 7,500,000 shares while 7,500,000 are already issued and outstanding, yet it is also offering up to 7,500,000 new shares — exceeding authorized capital with no room to issue the offered shares.

“The Company, a Delaware corporation, is authorized to issue up to 7,500,000 shares of common stock, $0.001 par value. The Company has, as of August 31, 2024, 7,500,000 shares of common stock currently outstanding.”

PPM p.2285% confidence

Unfilled placeholder text — $[?] fee table

High

Cover-page price/proceeds table ships with unfilled placeholders for offering expenses, commissions, and proceeds to the Company.

“Per Share (1) $10.00 $[?] $0.00 $[?] Total Maximum: $75,000,000 $[?] $0.00 $[?]”

PPM p.190% confidence

Document-quality defect — applicable Nevada Securities Laws

Medium

Compliance section again invokes Nevada securities laws for a Delaware corporation offering nationwide under Reg A — inconsistent governing-state reference.

“The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable Nevada Securities Laws, and other applicable state securities laws.”

PPM p.1385% confidence

Document-quality defect — Nevada vs. Delaware

Medium

Offering references Nevada securities laws and 'THE STATE OF NEVADA', but the issuer is a Delaware corporation throughout — wrong-state template residue.

“OR UNDER THE SECUTRITES LAWS UNDER THE STATE OF NEVADA OR ANY OTHER STATE SECURITIES OR JURISDICTION”

PPM p.185% confidence

Numeric inconsistency — Use of Proceeds allocation table

Medium

The Use of Proceeds allocation table lists categories with a dollar sign but no figures, including a 'Total Use of Proceeds $' line left blank.

“Total Use of Proceeds $ Notes to Use of Proceeds:”

PPM p.1770% confidence

Unfilled placeholder text — beneficial ownership table []

Medium

Security-ownership table ships with empty placeholders for the founder's share amount and ownership percentages.

“Ariah Rastegar, Director and Founder, controls [] of the [] ([]%) issued and outstanding shares of common stock of the Company prior to the offering. After the maximum offering, Ariah Rastegar will control approximately []%.”

PPM p.2285% confidence

Unfilled placeholder text — estimated offering expenses $[?]

Medium

Estimated offering expenses left as an unfilled placeholder in the cover footnote.

“Proceeds are estimated before deducting expenses of the offering, which are estimated to be $[?].”

PPM p.285% confidence

Unfilled placeholder text — offering termination date (ii), [?]

Medium

Offering-termination clause leaves the termination date as an unfilled placeholder token.

“The offering will terminate on the earlier of (i) the sale of all 7,500,000 common shares; (ii) [?], unless extended by the Company”

PPM p.185% confidence

Unfilled placeholder text — Securities Authorized [] / [?]

Medium

Authorized share count is shipped as an empty placeholder in the Summary and again in the Plan of Distribution, contradicting the later '7,500,000' figure.

“Securities Authorized. The Company is authorized to issue [] shares of common stock with a par value of $0.001 per share.”

PPM p.485% confidence

Broken cross-reference — garbled TABLE OF CONTENTS

Low

The Table of Contents is corrupted/unusable, collapsing all entries into a single broken line of page-number artifacts rather than listing sections and pages.

“TABLE OF CONTENTS PAGE ?1?1?2??USE OF PROCEEDS????????????SIGNATURES?”

PPM p.370% confidence

Broken cross-reference — Risk Factors ? Lack of Cash Dividends

Low

Dividend Policy points to a Risk Factors subsection titled 'Lack of Cash Dividends' that does not exist; the dividend risk factor is captioned 'We do not expect to declare or pay dividends in the foreseeable future.'

“(See ?Risk Factors ? Lack of Cash Dividends?).”

PPM p.2365% confidence

Defined-term defect — Manager / Series

Low

Document is a Delaware corporation managed by a Board of Directors, but risk factors refer to a 'Manager' and to investors' 'Series Interests' / 'Series? business' — undefined terms imported from a series-LLC template.

“Such a reduction in the resale value of a property could also reduce the value of investors? Series Interests.”

PPM p.970% confidence

Unfilled placeholder text — capital needed $[?]

Low

Amount of additional capital needed for significant business growth left as an unfilled placeholder in MD&A.

“We anticipate that we will need at least $[?] to attain significant business growth.”

PPM p.1985% confidence

Unfilled placeholder text — Delaware [?]

Low

Unfilled placeholder token on the cover where the IRS Employer Identification Number should appear, adjacent to the state of incorporation.

“Delaware [?]”

PPM p.180% confidence

Unfilled placeholder text — preferred stock authorized [?]

Low

Number of authorized preferred shares left as an unfilled placeholder in the risk factor on preferred stock.

“Our Certificate of Incorporation authorizes us to issue up to [?] shares of preferred stock.”

PPM p.1485% confidence

Unfilled placeholder text — transfer agent [?]

Low

Transfer agent identity shipped as an unfilled placeholder token in the Plan of Distribution.

“The Company?s current transfer agent is currently [?].”

PPM p.1585% confidence

Unfilled placeholder text — Transfer Agent []

Low

Transfer agent identity left as an empty placeholder again in the Securities Being Offered section.

“The Transfer Agent for the shares of common stock of the Company is [].”

PPM p.2385% confidence

Spelling / typo — SECUTRITES

Info

Misspelling of 'SECURITIES' in the cover-page legend describing the exemption from registration.

“OR UNDER THE SECUTRITES LAWS UNDER THE STATE OF NEVADA OR ANY OTHER STATE SECURITIES OR JURISDICTION”

PPM p.195% 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?UnknownAnswered
What is the fund's vintage year?Vintage 2018.Answered
What is the target offering size?Target offering of $75,000,000.Answered
What is the minimum LP investment?Minimum investment of $500.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

Generate IC memo →

Fee scheduletaken before LP distributions

Total load 10.00%

Fee

Trigger

Basis

Rate

Offering Expenses Cap

Offering period

The total expenses of this offering, including any broker or finder fees, shall not exceed a maximum of ten percent (10%) of the aggregate offering

10.00%

Service providers3 gaps

Provider network →

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

No placement agent engaged

No placement agent engaged. Direct placement by Manager — no placement fees eat your invested capital.

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Waterfalls Composite Score

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LP-favorability score · 5 weighted dimensions

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Score breakdown5 dimensions

Absolute LP Takeⓘunscored—

GP Timing Riskⓘ20

Pref Qualityⓘ5

Fee Dragⓘ100

Alignmentⓘ15

LP take × exit multiple

at 5y hold · 100% at 1.75×

LP take Fee drag· sim at $500k equity

Exit	LP IRR	LP MoC	LP Take	Fees
1.00×	0.0%	1.00×	100.0%	0.0%
1.50×	8.4%	1.50×	100.0%	0.0%
1.75×	11.8%	1.75×	100.0%	0.0%
2.00×	14.9%	2.00×	100.0%	0.0%
2.50×	20.1%	2.50×	100.0%	0.0%
3.00×	24.6%	3.00×	100.0%	0.0%

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