What is Mercury Cash?
Mercury Cash is a licensed cryptocurrency broker. Here you can buy and sell cryptocurrencies directly.
What is Miami Crypto Exchange?
MCEX is a platform for cryptocurrency exchange being developed in two phases: Phase 1 will be a license cryptocurrency (coins and utility tokens) exchange. Phase 2 will be a licensed broker dealer for security tokens.
Is this an ICO?
No. ICO is an acronym for Initial Coin Offering. Companies have been using this method of raising money so far by representing themselves as utility tokens.
What is a Token?
A token is a representation of value in the Blockchain. There are many types of tokens, but in the last hearing organized by the House Financial Services Subcommittee on Capital Markets, Securities and Investment to examine the growth of virtual currencies and the markets they are traded in, they came to the conclusion that there are basically two different types of Tokens: Security and Non-Security.
What is a Security Token Offering (STO)?
A Security Token Offering is a security offering which is represented by Tokens instead of a common Certificate. Our STO is organized as a escalating 506(c) offering, and tokens will represent equity interests of the company.
What are security tokens?
Security tokens represent units/shares in a company. You can think of security tokens as a digital version of stock certificates. Our Security Tokens are developed by the ERC20 protocol.
What Does ERC20 Protocol mean?
ERC20 defines a common list of rules that an Ethereum token has to implement, giving developers the ability to program how new tokens will function within the Ethereum ecosystem.
What is an Adjusted Distributions Airdrop?
“Distributions” occur when the LLC actually distributes cash or property to the owners. Distributions are treated as a return on the capital the owners have invested in the company. The way we distribute the capital is with Airdrop into the Investors ETH wallet.
What Airdrops are?
An airdrop for a cryptocurrency is a procedure of distributing tokens by awarding them to existing holders of a particular blockchain currency, in this case Ethereum blockchain.
How often will MCEX Airdrop Tokens?
The Company will ensure the preparation and timely filing of all tax returns required, pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business, after the end of each Fiscal Year. When the Company shows a profit, a Partnership Meeting will then be held to determine the distribution of Profits as Adjusted Distributions Airdrops.
Are you legally registered?
Yes. Our company is legally registered as an LLC. We are registered as a Money Services Business in the Financial Crimes Enforcement Network and we have a Money Transmitters License in the State of Florida.
How long has Mercury Cash been in business?
Our company was registered in the state of Florida on June 28, 2016.
What currencies do you accept for investment?
We will accept USD, ETH and Dash.
How is the payment process?
Once you have been accepted and qualified as an Accredited Investor, you will have access to the two final documents – the Subscription Agreement and the Representation Letter. You must return these documents signed, along with the proof of payments. We will send you further instructions according to the payment method you have chosen to use. We will send you our bank account information if you choose to pay with legal tender, or the list of authorized Cryptocurrency Platforms if you prefer to transfer cryptocurrencies.
How many tokens are issued in this offering?
There will be 19,610,000 Tokens issued, representing 10% of the company’s equity at a fully diluted basis.
What are you raising money for?
We have outlined a business plan based on:
- Legal Expenses
- Lobbying Lawmakers and Regulatory Authorities
- Develop of New Technologies and Services
- Global Expansion of Product and Services
- Augmenting Infrastructure and Personnel
What will I actually own?
Investors will receive corresponding MCEX tokens as Class D Units of Ownership Interest. These tokens represent an ownership stake in the company. If the business is sold at some point, these Units/tokens entitle the owner to a percentage of what is earned in the sale of the business. In addition, if there is a dividend, you will receive your share of the distribution. There are no differences between any Units of Adventurous Entertainment, LLC. These Units are voting units and will be issued with Security Tokens. Adventurous Entertainment LLC actually owns Mercury Cash and Miami Crypto Exchange As always, please review the offerings documents carefully to fully understand this investment.
Will I get my investment back?
As an equity/token investor in a private company, you would receive a return on your investment if and when the company makes a profit and distributes money. When the company distributes money, it will do so in one of three ways:
- It gets sold to another company or a new set of investors such as a private equity firm;
- It pays a dividend; or
- It is listed on a stock exchange.
In that case, you, as an investor, are entitled to your prorated shares of the distributions that occur. It is important to know that these investments can easily take years, and there is no way to predict when you may receive a return. Private investments are risky and an investor can lose their entire investment. Purchasers of securities offered pursuant to Rule 506 receive “restricted” securities, meaning that the securities cannot be sold for at least six months or a year without registering them.
When can I sell my MCEX Tokens?
After the one year holding period the tokens become freely tradable and can be sold to anyone.
Additionally, under Section 4(a)(7) of the Securities Act of 1933, after 90 days any original purchaser may sell his tokens to another accredited investor.
The securities interests offered in this offering have not been registered under the Securities Act or the Securities Laws of any state or other jurisdiction, and they are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act provided by section 4(2) of the Securities Act and Rule 506(c) of Regulation D promulgated in the Offering Documents, and exemptions from registration or qualification under the Securities Laws of states or other jurisdictions in which these securities may be offered or sold. The securities described in this offering will be sold only to “accredited investors,” as defined in regulation D promulgated under the Securities Act. The securities described herein are subject to substantial restrictions on transferability, including restrictions on resale, and the securities may not be transferred or sold except as permitted under the Securities Act and such state laws pursuant to the registration and qualification requirements of such laws or an exemption therefrom. The security interests have not been approved or disapproved by the Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this memorandum. Any representation to the contrary is unlawful.
Are these investments risky?
Many small businesses in the U.S. go out of business every year. It is difficult to know how companies will grow, what changes might occur in the market, or the many ways companies can fail. If the company goes out of business, your Units will be worth nothing. The Units offered are not publicly traded and may not retain any value. These investments are intended to be for investors who do not have a need for a liquid investment. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment.
How do I know my tokens are secure?
Your tokens will be stored in wallets generated by the MCEX platform. These wallets are stored in our secure servers that use cryptographic keys to access. All our databases are encrypted to avoid funds being stolen if private keys are compromised.
Why haven't I heard about this Company before?
Federal Securities Law requires that securities issued by companies to their investors must be registered with the Securities and Exchange Commission (SEC) unless the offering qualifies for an exemption from registration. Registration is a complicated and expensive process, which may be prohibitive for smaller companies. One exemption from registration is available if the company offers securities only to accredited investors in a private offering. This offering is in reliance on an exemption from registration under Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, allowing for the first time to do general advertising or publicity regarding the offering during the offering period. Accredited Investors are defined by the SEC in a variety of ways, including (and we are paraphrasing) as having $200,000 of annual income per individual ($300,000 per couple) with the expectation of that continuing, or if one has a net worth of more than $1 million, excluding the value of the person’s primary residence.
How is the valuation of the company determined?
The company set its valuation, whereby there cannot be any assurance the valuation is accurate, or in agreement with the market or industry valuations. Valuations are intended to be in line with industry comparables on a revenue and net profit basis.
How does the investment process work?
You must first register on the sto.mercury.cash website. If you are an accredited investor and interested in the offer, we will then send you the Offering Documents and be willing to answer any and all questions. Once we have checked out your status as an Accredited Investor, you must sign and return the Subscription Agreement along with the Proof of Payment.
Is there a minimum and maximum investment ?
Yes. The securities are being offered with a minimum investment. Given the high-risk nature of the securities being offered by means of this Memorandum, the Company believes that individuals or other potential investors who are unable or unwilling to invest at least the Minimum Investment for the purchase of Units Offered hereby may not be appropriate investors. However, subscriptions for less than the Minimum Investment may be accepted at the discretion of the Company.
The minimum investments are:
- 20% Discount for 4,510 Tokens at $9,999.121 or
- Full Price for 3,608 Tokens at $9,999.2112
The maximum investment is determined by the capital already raised at the moment of the investment. The offering have a cap limit of $49,999,224.80
Are there limits to the number of investors?
No. 506(c) exceptions allow the company to sell its securities to an unlimited number of “accredited investors”. The company must take reasonable steps to verify that the investors are accredited investors, which could include reviewing documentation such as W-2s, tax returns, bank and brokerage statements, credit reports and the like. Purchasers of securities offered pursuant to Rule 506 receive “restricted” securities, meaning that the securities cannot be sold for at least six months or a year without registering them.
What does "target" and "max" mean in the company funding information?
In each round there is a target raise and a maximum raise. The company must hit the target in order to “close” on the investment. If the target raise has been reached, the company may still raise up to the maximum amount listed.
What kind of updates will I get from the company?
We maintain a close relationship with our investors through our Investor Relations Website ir.mercury.cash. Also, Members are invaluable corporate decision makers, so meetings are held specifically to discuss issues that need investor approval.
hat are the tax implications of this investment?
We are an LLC, which means we use a flow-through taxation. LLC doesn’t pay taxes itself. Instead, the net income of the business is passed down to the owners of the company, who are called Members. Their personal tax returns reflect the amount of tax coming from the income generated by the company. The tax rates may vary depending on the number of owners of the LLC.
Can I invest through my Legal Entity?
Yes. The Securities Act defines the different legal entities that might invest in a 506(c) offering. We will ask you for the information needed specific to your legal entity.