Liquidity.io Parent Offers $5 Million in SAFEs Through Its Own Broker-Dealer

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.

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.