| Issuer | AquaLoch, LLC, a Texas Limited Liability Company (Veteran-Owned Small Business). |
| Offering Size | $1,250,000 USD Base Target (Expandable up to $3,000,000 USD for Statewide Moat Tier). |
| Anchor Allocation Capacity | $1,000,000 USD per Anchor Investor (or proportional co-investment tranches). |
| Security Instrument | Class B Preferred Non-Voting Membership Units (or SAFE with Contractual Buyout Rights). |
| Investor Role & Governance | Silent Partner: Passive economic interest. Investors bear zero managerial responsibility, zero operational liability, and hold no voting governance seats. Day-to-day operations and executive decisions remain 100% with the Managing Members. |
| Pre-Money Valuation Cap | $6,000,000 USD. Reflects proprietary bio-retention formulations, agricultural field trials, and confirmed 100-store H-E-B grocery distribution. |
| Conversion Discount | 30% Discount to the lowest per-unit price paid by institutional investors in the next Qualified Equity Financing (Series A). |
| Early Buyout Call Option (3-Tier Liquidity Horizons) |
Three-Horizon Buyout Architecture:
• Level 1 ($10,000,000 Buyout / Call Option): Within 24 to 36 months, Company holds call option to repurchase units at guaranteed 3.0x to 4.0x cash multiple ($3,000,000 to $4,000,000 cash payout on $1,000,000 investment). • Level 2 ($100,000,000 Strategic M&A): In a strategic acquisition by Tier-1 industry conglomerates (Scotts Miracle-Gro, Central Garden & Pet, Bayer/Envu), Investor units convert to equity yielding 10x to 14.3x return ($10,000,000 to $14,300,000 payout). • Level 3 ($1,000,000,000 AgTech Unicorn / IPO): In global drought/agricultural scale exit or IPO, Investor units yield 70x to 100x+ return ($70,000,000 to $100,000,000+ payout). |
| Secondary Liquidity Rights | In the event of an institutional Series A financing or acquisition prior to the exercise of the Buyout Call Option, Investors maintain tag-along priority to sell their converted shares to incoming buyers at prevailing market valuations. |
| Use of Proceeds |
Allocated to scale operations and capture Texas retail distribution:
• Automated Texas Blending & Packaging Line: $400,000 (Base) / $800,000 (Moat) • Bulk Raw Materials & H-E-B Inventory: $450,000 (Base) / $1,100,000 (Moat) • In-Store Retail Endcaps, QR Displays & Ads: $250,000 (Base) / $600,000 (Moat) • Commercial HOA Division & Working Capital: $150,000 (Base) / $500,000 (Moat) |
| Liquidation Preference | 1.0x non-participating senior liquidation preference over Common Units upon any dissolution or corporate sale. |
| Information Rights | Investors shall receive quarterly financial summaries, retail sell-through updates, and store re-order dashboards within 30 days of each quarter-end. |
| Closing Date | Target Closing: On or before November 30, 2026 (prior to automated equipment commissioning). |