How the ACQUA1 offering is structured
Structure, subscription mechanics, closing schedule, management, and how value reaches holders.
Deal Structure
One operating company, one token.
Non-voting Class B membership interests in ACQUA1, LLC, tokenized and offered under Reg D Rule 506(c). The company holds every Lab Company position in one entity, and equity from new Lab Company arrangements issues directly to it.
Structural Advantages
- One entity holds every Lab Company position, so a single token carries exposure to all of them
- Equity is earned as consideration for licenses and services; ACQUA1 does not buy securities for cash
- Equity from new Lab Company arrangements issues directly to ACQUA1, with no new token or subscription required
- Class A and Class B units share distributions pro rata
- MERC received at each closing is burned, so the conversion never becomes a Liquid Mercury balance-sheet position
Token Mechanics
ACQUA1 Token Structure
Tokenized Membership Interests
ACQUA1 tokens represent non-voting Class B units in ACQUA1, LLC, a Delaware limited liability company managed by Liquid Mercury and taxed as a corporation.
Reg D Rule 506(c)
A private offering for accredited investors verified through documentation. The tokens are restricted securities with a one-year transfer lockup from each closing.
Operating Company, Not a Fund
ACQUA1 earns license and service fees from Lab Companies and holds their equity as part of its consideration. It does not purchase securities for cash.
Subscription Mechanics
Subscribe
Sign the subscription agreement, in MERC or through the concurrent cash offering, and complete accreditation verification and KYC/AML screening.
Fund escrow
Send MERC to ACQUA1's escrow wallet, or direct Liquid Mercury to move MERC it already holds for you. Escrowed MERC is used for nothing else and is returned if a subscription is rejected.
Close
Accepted subscriptions close at the next scheduled closing. The initial closing was September 1, 2026. The remaining closings are on or about October 30 and December 31, 2026.
Receive ACQUA1
Tokens are delivered to your whitelisted wallet, self-custodied or held at a qualified custodian such as BitGo Trust. Your one-year transfer lockup runs from your closing.
MERC is burned
Within five business days of each closing, all MERC received is sent to a dead address. Liquid Mercury never receives it, and each burn is verifiable on-chain.
Initial closing complete
The September 1, 2026 closing is done. The MERC received at that closing was burned on September 2, 2026. Subscriptions remain open for the October 30 and December 31, 2026 closings.
See the on-chain recordThe conversion rate at the initial closing was 10 MERC per ACQUA1 token, and the company may adjust the rate for later closings by supplement. The dollar price per token, the minimum subscription, the ownership split, and the size of the offering are in the offering memorandum, which is shared with verified accredited investors.
Proceeds
Where the Proceeds Go
ACQUA1 does not retain proceeds from either offering. Its operations are funded by the business Liquid Mercury contributed at the initial closing.
- MERC received is burned within five business days of each closing and is never transferred to Liquid Mercury
- Cash from the concurrent cash offering is paid to Liquid Mercury as consideration for the contributed business
- All offering expenses are borne by Liquid Mercury
- ACQUA1 pays Liquid Mercury arm's-length fees for delivery, support, and its technology license
Economics
How Value Reaches Holders
ACQUA1 is an operating company. Its economics come from fees and from the equity it holds in each Lab Company.
Ongoing
Fee Revenue
License and service fees from Lab Companies are ACQUA1's primary revenue. The Manager considers an annual distribution based on operating results, paid pro rata across Class A and Class B.
If and when
Lab Company Equity
ACQUA1 holds a minority position in each Lab Company. Value from those positions is realized only if a Lab Company has a liquidity event, which ACQUA1 does not control.
As signed
New Lab Companies
Equity from Lab Company arrangements ACQUA1 signs after the initial closing issues directly to ACQUA1. There is no guarantee any will be added.
Intended, not assured
Secondary Trading
ACQUA1 intends to seek trading of its tokens on an exchange or alternative trading system. It is under no obligation to do so, and no market may develop.
Governance
Management and Reporting
How ACQUA1 is managed, what holders receive, and what is verifiable on-chain.
Manager-Led Structure
ACQUA1, LLC is managed by Liquid Mercury as sole Manager. Class B holders have economic rights without voting rights. A sale, merger, or dissolution requires approval of the Class A majority.
Annual Reporting
Holders receive annual financial statements within 180 days of year end plus the tax information needed for their returns. The Manager may issue interim portfolio updates.
Pro-Rata Distributions
When the Manager declares distributable cash, Class A and Class B holders are paid pari passu in proportion to their units.
On-Chain Verification
Units are represented by ACQUA1 tokens. Transfers run through whitelisted, KYC-verified wallets, and MERC received at each closing is burned within five business days in a publicly verifiable transaction.
Investment Considerations
Upsides & Risks
What the structure offers, and the material risk factors from the offering memorandum.
Investment Upsides
Infrastructure Already in Production
Liquid Mercury's matching engine, ledger, custody integrations, and tokenization stack are live today. Lab Companies launch on proven systems instead of funding their own build.
Revenue From Existing Contracts
Service fees under existing Lab Company contracts, and all fees under new ones, belong to ACQUA1. The exception is cash revenue from trading-business clients such as ISO, which stays with Liquid Mercury.
Equity Earned, Not Bought
Each Lab Company position was received as consideration for licenses and services. ACQUA1 does not spend cash acquiring securities.
Aligned With Liquid Mercury
Liquid Mercury holds all Class A units, manages the company, bore the offering costs, and receives the same pro-rata distributions as Class B holders.
Material Risk Factors
No Operating History
ACQUA1, LLC was formed in November 2025 and began operating at the initial closing. There is no track record of its own to evaluate.
No Proceeds Retained
MERC received is burned and cash-offering proceeds go to Liquid Mercury. ACQUA1 funds operations from the contributed business and may need additional financing, which could dilute holders.
Illiquidity and Transfer Limits
No public market exists. Transfers for one year after each closing need the Manager's consent, and Rule 144 may not be available afterward. Holders may need to hold indefinitely.
Pending Assets
The ISO position depends on a transaction expected to close in Q4 2026, and the FERN shares had not been received at the memorandum date. Neither is assured.
Related-Party Terms
Liquid Mercury is the Manager and the counterparty to the services and IP license agreements. Those terms were not final at the memorandum date and are set by parties under common control.
Regulatory, Tax, and Technology
Rules on tokenized securities and digital-asset custody can change. The company could be deemed an investment company, the intended tax-free treatment of the exchange is not assured, and smart contracts and custodians carry operational risk.
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Request the offering memorandum, accreditation verification, and participation guidance.
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