The PPM says audited financials, but the audit firm has one address and no other clients I can find

It's a thing. A 94% coverage ratio means distributions are already eating into capital on a trailing basis, and that's before any lease rollover or vacancy hits in an office/industrial mix that's still repricing in the Carolinas secondary markets.

On the audit firm specifically, registered with the state board is the floor, not a clearance. The question I'd ask is whether the firm is PCAOB-registered, and if not, who reviewed the audit methodology, because a single-partner shop with no visible client base has no peer review pressure keeping them honest about asset valuations.

Seven years locked with a 3% exit penalty in years one through three on a deal where coverage is already sub-100% is the part that would make me walk before I even finished the audit firm thread.

A firm registered but invisible across every public database is not a nothing, it's the only data point that matters right now.

The one thing I've never seen work is treating state board registration as any kind of signal either way, because anyone structuring one of these knows that bar is low and clears it on purpose. Run the firm name through PCAOB search, then google it with "SEC" and "litigation" for an hour, that's where you actually find out if they've ever signed something that later blew up.

The 94% coverage ratio six months into a March 2023 raise with a 7-year lock is the number I keep coming back to, because that's already underwater on distributions before you're even clear of the repurchase penalty window.

Two prior funds you can only trace through third-party mentions is no track record, full stop.

The audit firm is not the problem by itself but it becomes the problem fast when you combine it with a sponsor whose prior funds only surface through third-party mentions. I ran into almost the exact same pattern on a 2021 industrial offering out of the Piedmont corridor, $38M target, similar lock structure. The audit firm in that case had three employees listed on LinkedIn and no reviewable peer-inspection history through the AICPA database, which is public and searchable. That is the move your CPA friend probably did not mention: go to the AICPA's peer review program database, put the firm name in, and see if they have ever submitted to peer review or had one administered. A firm doing attest work on private placements is supposed to be enrolled. If they are not showing up there, registered with the state board or not, that is not a nothing. That is a thing. The two prior funds being traceable only through mentions and not through any direct documentation they control is a separate red flag that compounds it. Mentions mean someone referenced them. It does not mean you have seen cash flow statements, distribution histories, or any exit data.

The question I would want answered before I spent another hour on this: have you actually requested audited financials from those two prior funds, not just the current offering, and if so did the same firm sign them?

94% coverage on a six-month trailing window is already underwater in my market.