--- title: "Liquidity.io Parent Offers $5 Million in SAFEs Through Its Own Broker-Dealer" url: https://altstreet.investments/news/satschel-liquidity-io-series-b-safe-reg-cf-own-platform-2026-11-05 kind: news-article updated: 2026-11-06 description: "Satschel, parent of broker-dealer Liquidity.io, offers $5M of Series B SAFE units via Reg CF on its own platform; conversion valuation range $100M to $510M; audited 2025 net loss $10.7M; no investors yet." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # Liquidity.io Parent Offers $5 Million in SAFEs Through Its Own Broker-Dealer Satschel, Inc. is selling Series B SAFE units to the public under Regulation Crowdfunding through Liquidity.io, the broker-dealer it owns, with no intermediary compensation disclosed and a $5 million target that is also the maximum. A November 5 amendment replaced the fixed $2.00 conversion price with a conversion valuation range of $100 million to $510 million. Neither this offering nor a parallel Rule 506(c) offering, cut from $100 million to $15 million, reports an investor yet. By Michael E., Head of Research, AltStreet Research (https://altstreet.investments/authors/michael-e). Published November 6, 2026. Entity: Satschel, Inc (CIK 2130880, https://altstreet.investments/edgar/2130880). Satschel, Inc., which owns the broker-dealer and alternative trading system Liquidity.io, is selling its own Series B SAFE units to the public through that broker-dealer. A Form C first filed September 9, 2026 and amended three times this week offers up to $5,000,000 of units at $2.00 each under Regulation Crowdfunding, with Liquidity.io, LLC named as the intermediary and $0 of intermediary compensation stated. The $5,000,000 is both the target and the maximum, so the round closes only if commitments reach the full amount by the October 29, 2027 deadline; the latest amendment confirms 'no investors to date'. ## Two offerings of the same security Satschel is offering the same Series B SAFE units to accredited investors under Rule 506(c). Its Form D/A of November 4 cut that offering to $15,000,000 from the $100,000,000 stated in the October 2 amendment. Both filings report no investors so far. The conversion terms changed between the two November amendments. On November 4 each unit was to convert 'into one share of Series B Preferred Stock at a fixed conversion price of $2.00, adjusted for stock splits and similar events'. On November 5 each unit 'converts into a variable number of shares of Series B Preferred Stock based on a Series B post-money valuation of not less than $100M and not more than $510M'. The filings do not say where in that range the valuation will be set or what determines it. | Filing | Date | Terms | | --- | --- | --- | | Form D (Rule 506(b)) | April 23, 2026 | Indefinite amount; $0 sold | | Form C (Reg CF) | September 9, 2026 | $5,000,000 target; preferred stock via SAFE; deadline August 24, 2027 | | Form D/A (Rule 506(c)) | October 2, 2026 | $100,000,000 offering; $0 sold | | Form C/A (two) | November 4, 2026 | Series B SAFE units at $2.00, fixed conversion into one Series B preferred share; target raised from $1,000,000 to $5,000,000, maximum $5,000,000; 'confirming no investors to date' | | Form D/A (Rule 506(c)) | November 4, 2026 | $15,000,000 offering of Series B SAFE units; $0 sold; $10,000 minimum | | Form C/A | November 5, 2026 | Conversion into a variable number of shares at a $100M to $510M post-money valuation; deadline October 29, 2027 | Source: Satschel, Inc. (CIK 2130880) filings on EDGAR. ## The company's numbers The audited consolidated statements attached to the Form C report revenue of $293,364 for 2025, down from $378,268 in 2024, and a net loss of $10,742,270. Of that, $4,869,835 was the operating loss and $5,972,508 an unrealized loss on investment securities, the ETHZilla shares the company holds. Net cash used in operating activities was $3,187,262 (2024: $4,853,545). At December 31, 2025 the company held $3,392,263 of cash and $8,183,537 of total assets, including $2,725,253 of equity securities. The Form C/A's net income field shows 10,742,270 with no minus sign, and its total-assets field ($3,438,385) matches current assets on the audited balance sheet rather than total assets. Liquidity.io, LLC became a wholly owned subsidiary in June 2023; the Form C lists 25 employees. The ETHZilla stake is historical context. In October 2025 ETHZilla Corporation bought shares representing 15% of Satschel's fully diluted capitalization for $5 million in cash and 556,174 ETHZilla shares with an agreed value of $10 million, according to ETHZilla's 8-K; Satschel's statements record the 36,030,103 common shares issued at $13,697,761. Dividing the agreed consideration by the 15% stake gives $100 million for the whole company, an arithmetic figure for the common stock in that transaction; the filings do not connect it to the floor of the SAFE's valuation range. The 8-K lists covenants Satschel accepted, including quarterly budgets, minimum cash balances and limits on new debt and on public listings and reverse mergers. ## What the filings do not show The filings give no reason for the reduction of the Rule 506(c) offering, for the change from a fixed conversion price to a valuation range, or for where in the range the conversion will fall. The Form C moved the company's address from Las Vegas to Dallas between September and November. ## Key facts - Form C filed September 9, 2026 (accession 0002130880-26-000005) with Liquidity.io, LLC (CRD 289499), Satschel's wholly owned subsidiary, as intermediary and $0 of intermediary compensation stated. Amendments of November 4 (two) and November 5, 2026 (0002130880-26-000014): Series B SAFE units at $2.00, 'confirming no investors to date', deadline October 29, 2027. - Target and maximum are both $5,000,000 on the later November 4 amendment and the November 5 amendment; under Regulation Crowdfunding the offering closes only if commitments reach the $5,000,000 target by the deadline. - Conversion terms changed on November 5. The November 4 amendments said each unit 'converts into one share of Series B Preferred Stock at a fixed conversion price of $2.00, adjusted for stock splits and similar events'; the November 5 amendment says each unit 'converts into a variable number of shares of Series B Preferred Stock based on a Series B post-money valuation of not less than $100M and not more than $510M'. - Form D/A filed November 4, 2026 (0002130880-26-000011): Rule 506(c), Series B SAFE units, offering amount cut to $15,000,000 from $100,000,000 on the October 2, 2026 amendment; $0 sold, no investors, $10,000 minimum. The original Form D of April 23, 2026 was filed under Rule 506(b) with an indefinite amount. - Audited consolidated statements for 2025 (Smart Solutions CPA, attached to the Form C): revenue $293,364 (2024: $378,268); net loss $10,742,270 (2024: $8,146,070), including an unrealized loss of $5,972,508 on investment securities; net cash used in operating activities $3,187,262 (2024: $4,853,545); cash $3,392,263 and total assets $8,183,537 at December 31, 2025. The Form C/A's net income field shows 10,742,270 without a minus sign. ## Sources - Satschel, Inc. Form C, filed September 9, 2026: https://www.sec.gov/Archives/edgar/data/2130880/000213088026000005/FormCsigned.pdf - Satschel, Inc. consolidated financial statements for 2025 and 2024 (Form C attachment): https://www.sec.gov/Archives/edgar/data/2130880/000213088026000005/Financials.pdf - Satschel, Inc. Form C/A, filed November 4, 2026: https://www.sec.gov/Archives/edgar/data/2130880/000213088026000012/ - Satschel, Inc. Form C/A, filed November 5, 2026: https://www.sec.gov/Archives/edgar/data/2130880/000213088026000014/ - Satschel, Inc. Form D/A, filed November 4, 2026: https://www.sec.gov/Archives/edgar/data/2130880/000213088026000011/ - ETHZilla Corporation Form 8-K, October 2025: https://www.sec.gov/Archives/edgar/data/1690080/000121390025101418/ea0262209-8k_ethzilla.htm ## SEC accession numbers - 0002130880-26-000014 - 0002130880-26-000012 - 0002130880-26-000011 --- Source page: https://altstreet.investments/news/satschel-liquidity-io-series-b-safe-reg-cf-own-platform-2026-11-05 Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.