| Issuer | Patriot Soil Solutions USA, LLC / AquaLoch, LLC, a Texas Limited Liability Company (U.S. Veteran-Owned & Operated). |
| Pre-Seed Syndicate Size | $300,000 USD Total Tranche (3 angel partner slots of $100,000 each within a $1,250,000 seed authorization). |
| Minimum Investment Check | $100,000.00 USD Minimum ("Minimum $100,000 Pre-Seed Investors Wanted"). |
| Security Instrument | Class B Preferred Non-Voting Membership Units (or Pre-Seed Convertible SAFE with Guaranteed Buyout Rights). |
| Investor Role & Governance | Silent Partner: 100% passive economic interest. Investors hold zero operational liability, zero debt exposure, and no management burden. Executive control remains with Managing Principals. |
| 1st Round Conversion Privilege (Series A) | Up to 10X ROI on Share Conversion: In exchange for early foundational capital, early investors lock in a preferential conversion valuation credit. Conversion of shares will be awarded at the official 1st round institutional evaluation (Series A) with a realistic up to 10X ROI on conversion (e.g., each $100,000 pre-seed check converts at up to $1,000,000 equity valuation credit). |
| Conversion Valuation Cap & Discount | $6,000,000 USD Valuation Cap with a 30% Series A Discount, guaranteeing early angel investors obtain the lowest unit price when priced institutional equity enters. |
| Liquidation Preference | 1.0x Senior Non-Participating Preference on invested capital ahead of common unit holders upon any liquidation, merger, or asset sale. |
| Information Rights | Quarterly executive reporting packages, H-E-B store re-order dashboards, and annual compiled financials delivered within 30 days of period close. |
| Three-Horizon Buyout Architecture ($100,000 Check Perspective) |
Downside Protection with Uncapped Strategic Upside:
• Level 1 ($10,000,000 Regional Buyout / Founder Call): Within 24–36 months, Issuer holds call option to repurchase units at guaranteed 3.0x cash multiple ($300,000 Cash Payout on $100K check; +$200,000 net profit). • Level 2 ($100,000,000 Strategic M&A Buyout): In a strategic acquisition by industry conglomerates (Scotts Miracle-Gro, SiteOne, Central Garden & Pet, Bayer/Envu), Investor units convert yielding 10x to 14.3x return ($1,000,000 to $1,430,000 Cash Payout; +$900K to +$1.33M net). • Level 3 ($1,000,000,000 AgTech Unicorn / IPO): In global drought/agricultural disruption or IPO exit, Investor units yield 70x to 100x+ return ($7,000,000 to $10,000,000+ Cash Payout). |
| Secondary Liquidity & Tag-Along | Investors hold pro-rata tag-along rights in any secondary share sale or institutional recapitalization prior to buyout exercise. |
| Pre-Seed Use of Proceeds ($300,000 Tranche) |
Funds allocated directly to retail fulfillment and automated production:
• H-E-B Initial 100-Store Inventory & Raw Materials: $120,000 (40%) • Automated Compounding Machinery & Tooling: $80,000 (27%) • Premier Nursery POS Merchandising & Geo-Targeted Ads: $60,000 (20%) • Working Capital & Contingency Reserves: $40,000 (13%) |
| Target Closing Date | Target syndicate closing on or before November 30, 2026. |