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“As of the date of this Offering Circular, 1,000 Shares of the Company's Series A Preference Shares are issued and outstanding. ... Distribution Rights: Holdings of the Company's Series A Preference Shares have no distribution rights.”— PPM p. 61
“SECURITIES OFFERED: 750,000 Equity Membership Units (Hereinafter referred to as the 'Common Shares') PRICE PER SHARE: $100.00 USD”— PPM p. 1
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.
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.
Per-share offering price is stated as $100.00 on the cover/terms but as $93.75 in the subscription section and the audited financial-statement notes.
“PRICE PER SHARE: $100.00 USD || You must purchase at least one (01) Common Shares at a price of $93.75 USD per Common Share.”
Item 6 ownership table shows DII Capital holding '37,00' shares (a missing digit) at 18.5%, while the Item 13 ownership table lists the correct 37,000.
“37,00 Common Shares ( 18.5% of the Issued & Outstanding )”
The reporting section states the fiscal year ends September 30th (October 1 - September 30), but the audited financial-statement notes state the Company elected December 31 as its fiscal year end.
“no event later than one hundred twenty (120) days after the close of the Company's fiscal year, ending SEPTEMBER 30th || It has elected December 31, as its fiscal year ended.”
Item 6 ownership table shows the Goveia Trust holding '108,00' shares (a missing digit) at 54%, while the Item 13 ownership table lists the correct 108,000.
“108,00 Common Shares ( 54% of the Issued & Outstanding )”
Use-of-proceeds Table 1 lists Offering Expenses as $0.00 / 0.00%, but the same table's footnote (3) and Table 2 state offering costs of ~5.00% / $3,750,000.
“Offering Expenses (3) $0.00 0.00% $0.00 0.00% || The Company will be reimbursed for organization, offering, accounting and legal costs in connection with this offering, which are expected to be approximately five percent (5.00%) of the total capital raised”
The financial-statement notes say 800,000 of the 1,000,000 common shares would be used to raise capital, contradicting the 750,000 shares offered throughout the circular.
“the Company divided its member equity interests into 1,000,000 common shares, of which 800,000 common shares would be used to raise capital through the SEC Regulation A Offering Circular.”
Pre-offering 200,000 shares plus the 750,000 offered shares equals 950,000, but the document states 1,000,000 will be issued and outstanding after completion.
“The Company currently has 200,000 Common Shares Issued and Outstanding, and current ownership of those Common Shares are detailed below. Upon the Completion of this Offering 1,000,000 Common Shares will be Issued and Outstanding.”
Two otherwise-identical Operating Agreement forum clauses name different statutes: one cites the 'Delaware Limited Liability Act' (correct for this Delaware LLC) and the other the 'California Uniform Limited Liability Act'.
“the Operating (as either may be amended from time to time) or the Delaware Limited Liability Act; || the Operating (as either may be amended from time to time) or the California Uniform Limited Liability Act;”
The 'ten year' Series A hyper-voting schedule lists each fiscal year 2023 through 2033 and then jumps to fiscal year 2035 for the repurchase, skipping fiscal year 2034.
“o Fiscal year 2033: Each of the Company's Series A Preference Shares have five (5) votes per share for all items submitted to the Company's Shareholders for a vote. o Fiscal year 2035: Each of the Company's Series A Preference Shares shall be repurchased by the Company for their face value of $0.001 per share.”
The forward-looking-statements disclaimer misspells 'INACCURATE' as 'INNACCURATE'.
“ANY ASSUMPTIONS UNDERLYING FORWARD-LOOKING STATEMENTS COULD BE INNACCURATE.”
The recurring page-break notice misspells 'LEFT' as 'LEF' ('REMAINDER OF PAGE LEF BLANK INTENTIONALLY'), repeated on multiple pages while other instances spell it correctly.
“REMAINDER OF PAGE LEF BLANK INTENTIONALLY”
The all-caps tax-advisor warning misspells 'OWNERSHIP' as 'OWNERSIDP' twice in substantive text.
“REGARDING THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSIDP AND SALE OF OUR SHARES”
Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.
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.
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.
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.
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.
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.
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.
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.
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.
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.
What allocators are saying. Diligence notes, open questions, attached scenarios.
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