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TIDEROCK COMPANIES, INC.

Sponsored by Tiderock·

Unknown· Inc · 2 classes· ● Low· PPM v1· Updated 26d ago
3 data notes▶
Unusual structureLow-confidence extractionUnscored: absolute lp take
Run the numbers
Composite
31.3
median 35 −4
Pref Returnⓘ
—
—
LP Take (Base)ⓘ
—
median 42.6% · Other / Specialty
GP Commitⓘ
0.0%
median 0.0% +0.0%
Min Investment
$1K
ticket size
Offering Size
$15M
target raise

Deal diligence13 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 as of September 30, 2021

High

The body/cover repeatedly states 45,614,218 common shares issued and outstanding as of the date of the Offering Circular, but the audited-period balance sheet and equity statements report 44,414,218 shares outstanding at September 30, 2021 — a ~1.2M-share discrepancy in the company's core share count.

“45,614,218 shares issued and outstanding as of the date hereof. ... Common stock, $0.001 Par Value, 1,495,000,000 shares authorized, 44,414,218 and 38,443,988 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively”
PPM p.490% confidence

Unfilled placeholder text — Offering price per share / SEC file number

High

Core economic and filing terms were shipped unfilled: the SEC file number is a blank ('024-______________') and the per-share offering price is an unresolved blank/bracketed range ('$_____[0.05-0.30]' and '$[0.05-$0.30]') rather than a fixed price, leaving the price to public and proceeds figures as bracketed ranges on the cover table.

“File No. 024-______________ ... at a fixed price of $_____[0.05-0.30] per share ... Common Stock 50,000,000 $[0.05-$0.30] $-0- [$2,500,000-$15,000,000]”
PPM p.188% confidence

Defined-term defect — Series A Preferred Stock

Medium

The only preferred class defined and used throughout the document is the 'Series C Convertible Preferred Stock,' yet the equity-notes bullets describing the voting and conversion terms repeatedly refer to 'Series A Preferred Stock,' and footnote (5) to the ownership table attributes the voting shares to 'the Series A Preferred Stock' — a wrong-term substitution creating ambiguity about which class carries the rights.

“each one (1) share of Series A Preferred Stock is entitled to one thousand (1,000) votes on all matters submitted to a vote of our common stockholders; each one (1) share of Series A Preferred Stock shall be convertible into one hundred (100) shares of our common stock;”
PPM p.3993% confidence

Numeric inconsistency — Percentage of Series C Preferred Stock owned by officers/directors

Low

The officers' aggregate ownership of the Series C Convertible Preferred Stock is stated as 92.85% in the summary, risk factors, and Description of Securities, but as 92.86% in the Security Ownership / Series C discussion — the same quantity given two different ways.

“as the owners of 92.85% of the outstanding shares of the Series C Convertible Preferred Stock ... 2,100,000 shares of our Series C Preferred Stock issued and outstanding, 92.86% of which are owned by our officers and directors”
PPM p.485% confidence

Spelling / typo — lowest traded rice

Low

The convertible-note conversion terms (a money-relevant economic term) contain the typo 'lowest traded rice' — 'rice' should read 'price' — and the error recurs across multiple note rows.

“Converts at $0.10 per share during the first six months, then 58% of the lowest traded rice for 15 days prior to the date of conversion request”
PPM p.2197% 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 2021.Answered
  • What is the target offering size?Target offering of $15,000,000.Answered
  • What is the minimum LP investment?Minimum investment of $1,000.Answered
Fees & Expenses
  • Is the fund's fee schedule disclosed (management fee, etc.)?2 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 8.00%
Fee
Trigger
Basis
Rate
Selling Commission
Sale of Offered Shares through engaged FINRA-member broker-dealers
Gross offering proceeds from broker-dealer sales of Offered Shares
8.00%
Offering Expenses
Offering launch
Flat estimated offering expense of $20,000
0.00%

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

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