Triangle 9 Real Estate, Inc.

Cascade · Distributions

Where each dollar goes

$875K

LP $645K · Fees $230K · GP $0

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

Class structure · 2 classes· viewing as Common Stock

How Triangle 9 Real Estate, Inc. divides the cap table

The cascade above is filtered to Common Stock. Reset to blended view.

Series A Convertible Preferred Stock
preferred
“Each share of Series A Convertible Preferred Stock is convertible into one share of common stock and is entitled to twenty-five (25) votes on all matters that come before the common shareholders or shareholders generally.”— PPM p. 26
Common Stock● active
common
Min · $50
“This is a public offering of our common stock. The offering price is $50.00 per share. The offering consists of 1,500,000 shares of common stock”— PPM p. 1

Deal diligence18 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 — Selling agents' commissions / Proceeds to Company

High

Cover-page offering table states a $750,000 selling-agent commission and $67,500,000 proceeds, but the Use of Proceeds table (100% sold) states $7,500,000 commissions and $67,470,000 net proceeds — the commission is off by 10x and the net proceeds figures disagree.

“Offering Shares $ 50.00 $ 750,000 $ 67,500,000 || Price to Public $ 18,750,000 $ 37,500,000 $ 75,000,000 Selling agent commissions $ 1,875,000 $ 3,750,000 $ 7,500,000 Other Offering expenses $ 30,000 $ 30,000 $ 30,000 Net proceeds $ 16,845,000 $ 33,720,000 $ 67,470,000”

PPM p.188% confidence

Defined-term defect — Steven Berg RSU grant attributed to 'Thomas'

Medium

In the paragraph describing Steven Berg's employment arrangement, the RSU grant is attributed to 'Thomas' rather than Berg — a wrong-name substitution that appears in both the Executive Compensation and Related-Transactions sections.

“Pursuant to the terms of the arrangement, Berg's salary of $150,000 per year will accrue... In addition, Thomas will be issued restricted stock units in an amount equal to seven and one-half percent (7.5%) of the fully-diluted outstanding equity of our parent company, Triangle 9, Inc.”

PPM p.2685% confidence

Document-quality defect — Audit vs. review report

Medium

The accountant's report is titled 'INDEPENDENT ACCOUNTANT'S REVIEW REPORT' yet its body repeatedly states the firm 'audited' the statements and 'conducted our audits in accordance with the standards of the PCAOB' — review and audit are distinct engagement types.

“INDEPENDENT ACCOUNTANT'S REVIEW REPORT To the Board of Directors and Shareholders of Triangle 9 Real Estate, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Triangle 9 Real Estate Inc.”

PPM p.2770% confidence

Document-quality defect — Offering termination date

Medium

Two conflicting offering-termination provisions: the cover says the offering terminates one year after qualification, while the next page fixes a hard termination date of April 15, 2023.

“This offering will terminate upon the earlier of when all shares qualified hereunder are sold or one (1) year after this offering circular has been qualified by the Commission. || This offering will terminate on April 15, 2023 (the 'Offering Period').”

PPM p.178% confidence

Unfilled placeholder text — Convertible note conversion price clause (a)

Medium

The Senior Secured Line of Credit Convertible Promissory Note conversion-price formula is missing the dollar figure for clause (a) — it reads 'the lesser of (a) per share' with no amount filled in.

“into common stock of Triangle 9, Inc. at a conversion price equal to the lesser of (a) per share, (b) sixty percent (60%) of the lowest price per share at which the Company's common stock is issued in a Change of Control Transaction”

PPM p.2580% confidence

Broken cross-reference — Plan of Distribution page reference

Low

The same 'Plan of Distribution' section is cross-referenced to inconsistent pages — page 13 on the cover and again later, but page 15 in the body — and the table of contents lists it at page 13.

“See ' Plan of Distribution ' on page 13. || See ' Plan of Distribution' on page 15.”

PPM p.172% confidence

Document-quality defect — Financial statement notes period header

Low

The recurring header on the Notes to Financial Statements reads 'FOR YEAR PERIOD ENDED JUNE 30, 2021', but the reporting period is inception (June 16, 2021) through December 31, 2021 — June 30, 2021 is a wrong date.

“TRIANGLE 9 REAL ESTATE INC. NOTES TO FINANCIAL STATEMENTS FOR YEAR PERIOD ENDED JUNE 30, 2021”

PPM p.2980% confidence

Document-quality defect — Statement of Operations inception date

Low

The Statement of Operations column header labels inception as '(December 31, 2021)', but the company's inception date stated throughout the document is June 16, 2021.

“TRIANGLE 9 REAL ESTATE INC. STATEMENTS OF OPERATIONS Inception (December 31, 2021) December 31, 2021 (USD $ in Dollars)”

PPM p.2872% confidence

Spelling / typo — Table of contents heading 'MANAGEMEN'

Info

Table-of-contents heading misspells 'MANAGEMENT' as 'MANAGEMEN'.

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMEN AND RELATED STOCKHOLDER MATTERS 28”

PPM p.290% confidence

Spelling / typo — Table of contents heading 'PRUCHASES'

Info

Table-of-contents heading misspells 'PURCHASES' as 'PRUCHASES'.

“MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PRUCHASES OF EQUITY SECURITIES 16”

PPM p.290% 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 2022.Answered
What is the target offering size?Target offering of $75,000,000.Answered
What is the minimum LP investment?Minimum investment of $50.Answered

Fees & Expenses

Is the fund's fee schedule disclosed (management fee, etc.)?7 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 28.00%

Fee

Trigger

Basis

Rate

Selling Commission (Dalmore - standard)

Investor closes on shares

1% of total funds raised in the Offering on all newly invested funds (after FINRA No Objection Letter)

1.00%

Selling Commission (Dalmore - referral)

Dalmore-referred investor closes on shares

4% of amount raised for investors that initiate their investment through a Dalmore Group, LLC referral

4.00%

Broker-Dealer Setup Fee

Engagement of Dalmore as broker-dealer of record

One-time flat fee of $5,000 advance set up fee to cover reasonable out-of-pocket expenses

0.00%

Consulting Fee (Dalmore)

FINRA issues No Objection Letter

Flat fee of $20,000 due after FINRA issues No Objection Letter

0.00%

Management Fee - Capital Raise Fee

Closing of any financing/securities offering

2% of the amount of any funds raised by the Company from investors upon the sale of any securities

2.00%

Asset Acquisition Fee

Closing of any asset purchase

1% of the amount of any funds deployed for purchase of investment assets

1.00%

Disposition/Promote Fee

Closing of any asset sale

20% of net gain (realized value above investment basis, not taking into account depreciation) from sale of investment assets

20.00%

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

7.5.

LP-favorability score · 5 weighted dimensions

Benchmark · Real Estate Equity

Diversified Real Estate

See where this fund sits across 189 indexed diversified real estate funds — median pref, hurdle, splits, GP commit.

Compare to bucket →

Score breakdown5 dimensions

Absolute LP Takeⓘunscored—

GP Timing Riskⓘ8

Pref Qualityⓘ10

Fee Dragⓘ0

Alignmentⓘ12

LP take × exit multiple

at 5y hold · 74% at 1.75×

LP take Fee drag· sim at $500k equity

Exit	LP IRR	LP MoC	LP Take	Fees
1.00×	-7.2%	0.69×	69.0%	31.0%
1.50×	1.7%	1.09×	72.7%	27.3%
1.75×	5.2%	1.29×	73.7%	26.3%
2.00×	8.3%	1.49×	74.5%	25.5%
2.50×	13.6%	1.89×	75.6%	24.4%
3.00×	18.0%	2.29×	76.3%	23.7%

Jump to an exit

1.0× downside 1.5× base 2.0× upside 3.0× home run

Triangle 9 Real Estate, Inc.

Series A Convertible Preferred Stock

Common Stock● active

Document quality

Numeric inconsistency — Selling agents' commissions / Proceeds to Company

Defined-term defect — Steven Berg RSU grant attributed to 'Thomas'

Document-quality defect — Audit vs. review report

Document-quality defect — Offering termination date

Unfilled placeholder text — Convertible note conversion price clause (a)

Broken cross-reference — Plan of Distribution page reference

Document-quality defect — Financial statement notes period header

Document-quality defect — Statement of Operations inception date

Spelling / typo — Table of contents heading 'MANAGEMEN'

Spelling / typo — Table of contents heading 'PRUCHASES'

Diligence gaps

DDQ gap: Does the fund engage an independent auditor?

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

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

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

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

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

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

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

DDQ readiness

Fee scheduletaken before LP distributions

Community threads0 active

Reviews