PRIVATE PLACEMENT INFORMATION · NOT AN OFFER TO SELL SECURITIES · ANY OFFER MADE ONLY VIA REG D 506(c) TO VERIFIED ACCREDITED INVESTORS
Property & Tokenization Structuring Overview

Vortex Spring
Property Trust

A 520-acre, first-magnitude spring operation in Holmes County, Florida — 28 million gallons a day, 68°F year-round, direct connection to the Floridan aquifer. This overview explains how the underlying business can be structured into permissioned on-chain equity — and, just as importantly, what cannot legally be tokenized.

Read the Legal Reality → Accredited Investor Access
⚠ Hero visualization is an AI-generated concept rendering of the property, for illustrative purposes.
The Asset

A single-site recreational & hospitality operation

Sitting on top of a first-magnitude Florida spring — this is an operating business (gate receipts, camping/lodging, events, retail and air fills), not a passive real-estate holding.

520Acres — Holmes County, FL
28MGallons discharged / day
68°FConstant, year-round
NWFWMDPermitting jurisdiction (Ch. 373 F.S.)

Revenue lines

  • Diving — training, certification, guided and night dives. Cave system to 1,642 ft, entrance at 58 ft.
  • Camping & lodging — RV, tent, and cabin bookings, online-bookable.
  • Day-use water activities — swim, tube, rope swing, slides, rentals.
  • Events, retail, and air fills — including on-site spring water bottling.

Underwriting flags — priced in, not hidden

  • Documented fatality history (early '90s; 2010; 2012) — a liability-insurance and disclosure item, tracked against post-2012 safety protocol changes.
  • Fee title vs. lease confirmation pending county deed/plat pull.
  • Booking stack is currently third-party — no API/POS telemetry integration yet.
Day-use water activities at the spring — swimmers, tubing, rope swing, and beach area
Cave divers descending through light rays inside the spring's cave system
Diving & Cave System

1,642 ft of mapped cave, 58 ft entrance

Certified and training dives run year-round in constant 68°F water with consistent visibility — the core draw for the diving revenue line and a meaningful differentiator versus open-water Florida springs.

Camping & Lodging

RV, tent, and cabin bookings on-site

Camping and lodging sit directly on the spring run, bookable online today through a third-party platform — an integration gap that becomes relevant once the oracle telemetry layer (below) needs POS-linked occupancy data.

RVs and tents at dusk along the spring run, string lights and a campfire in the foreground
Read This Before Anything Else

The legal reality on “water rights”

Florida water is not a severable, fee-simple property right. Withdrawal is governed by a Consumptive/Water Use Permit (CUP) issued by NWFWMD under Chapter 373, F.S. — a usufructuary, revocable license tied to reasonable-beneficial-use, term-limited (roughly 20 years, renewable), and not independently transferable apart from the land and facility without District approval.

This repo, this deal, and this site will never do the following:

What cannot be tokenized

A token that is the water right, sold as fractional title to it — that right doesn't exist to sell. Doing so risks both an SEC mischaracterized-security problem and a Ch. 373 unauthorized-transfer problem.

What can be tokenized

Equity / economic interest in the SPV holding the land, the permit, and the business. Verified production and withdrawal data as an on-chain attestation layer. Revenue-share instruments referencing park NOI.

Recommended Structure

PropCo / OpCo split — the load-bearing decision

Vortex isn't a REIT candidate as a single active operating business — gate receipts and dive fees are active trade/business income. Leasing PropCo's land and permit to an OpCo converts the top layer into passive rental income, which can then run REIT-style NOI accounting and snapshot dividend distribution cleanly.

  • PropCo — holds fee title, physical assets, and the NWFWMD Consumptive Use Permit. Never touches operations.
  • OpCo — runs diving, camping, events, and retail. Pays NNN rent to PropCo.
  • Token holders — hold permissioned ERC-3643 equity in PropCo with a pro-rata claim on rental yield.
Diagram: PropCo (Land + Water Permit) leases via NNN Lease to OpCo (Operations), which pays Pro-Rata Yield to Token Holders (ERC-3643)
Abstract metallic ring over a topographic and network-node pattern, representing the tokenization layer
The Token Layer

Permissioned equity via ERC-3643 / T-REX

Compliance is a gate, not a courtesy.

1

No bypass on transfer

Every transfer checks IdentityRegistry.isVerified() + ModularCompliance.canTransfer() — reverts otherwise. No admin backdoor.
2

Claim topics

KYC, AML, ACCREDITED required (Reg D 506(c)); COUNTRY topic added if running Reg S concurrently offshore.
3

Compliance modules

MaxHolders (statutory cap), country restriction, and a lockup module all bound at issuance.
4

Non-custodial identity

ONCHAINID keys stay with the investor. The issuer binds and can freeze — but never custodies investor keys.
Water Telemetry, On-Chain

Transparency without conveying the permit itself

A tamper-evident, real-time view of production against the permitted withdrawal cap — and a leading indicator if NWFWMD Minimum Flows and Levels rules ever tighten.

1

Flow meter

An NWFWMD-reportable meter reads gallons withdrawn in real time.
2

EIP-712 signature

The meter signs Attestation{subject, claim: GALLONS_WITHDRAWN, value, timestamp, nonce}.
3

On-chain verify

The AttestationVerifier checks the signer allowlist, staleness window, and replay/nonce guard.
4

Investor dashboard

Verified production vs. permitted cap, visible to every eligible token holder.

An m-of-n quorum (meter + third-party auditor + District filing hash) is available for Sybil resistance beyond a single sensor.

Revenue Distribution

Two viable paths — tax efficiency vs. speed to close

Option A · Recommended

Op-Co / Prop-Co split

  • PropCo collects NNN rent → passive income
  • Runs REIT-style NOI + 90%-distribution test
  • Snapshot cap table at record block — no front-running
  • Magnitude-scaled accumulator for dust-free payout
  • ERC-3643-gated claim() / batchPush()
  • Tax-efficient pass-through; more setup overhead
Option B · Faster

Simple revenue-share LLC

  • Distribute NOI directly, no lease restructuring
  • No REIT 90% distribution test to satisfy
  • Straight snapshot-and-sweep cadence
  • Simpler governance, fewer moving parts
  • No pass-through tax treatment benefit
  • Ships faster — fewer structuring steps
Custody & Compliance

Non-custodial by default, auditable when it matters

Treasury custody

BitGo Enterprise MPC holds the SPV treasury and the transient USDC dividend pool. The distributor never has unilateral withdrawal rights over holder-owed funds.

Investor pull, not push

Holders claim() their pro-rata dividend, or the operator runs a gated batchPush() — ineligible wallets accrue but never receive a transfer.

Recovery, not custody

Lost-key recovery runs through the governance-gated recoveryAddress() path — the only sanctioned way to move a third party's tokens, fully on-chain auditable.

Freeze / pause for cause

Partial freeze, full address freeze, or global pause available for sanctions hits or court orders — applies even to already-issued tokens.
The Property

Concept reel

Short-form concept visualizations of the site, the retail/bottling line, and the offering itself.

Aerial flythrough — concept visualization
Spring water bottling — retail line concept
Promotional concept reel

⚠ All video and imagery on this page are AI-generated concept renderings created for this overview. They are illustrative only and do not depict the property, its facilities, or its operations as currently built or constructed. See the diligence checklist below for the verification items still outstanding.

Before Structuring Docs

What we need first

Both of the first two items run off public or existing records and don't require a capital commitment to start.

  1. Confirm fee title (deed/plat, Holmes County records) vs. any lease or easement.

  2. Pull the actual NWFWMD CUP file — permit number, withdrawal cap, expiration, MFL exposure.

  3. Current insurance and incident history since post-2012 safety protocol updates.

  4. Existing debt or liens on the property (title search).

  5. 3–5 year revenue history (P&L) to build the real NOI model.

Accredited investor access

The investor portal — cap table, verified telemetry dashboard, and distribution claims — is permissioned and stays gated until legal review clears. Reach out to start the process.

Investor Portal (Gated) → Request Access