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CHICAGO, September 4, 2026 — Liquid Mercury has announced that its subsidiary ACQUA1, LLC completed the initial closing of its MERC exchange offering, issuing 56.323 million non-voting Class B units to verified accredited investors in exchange for 563.23 million MERC tokens.
The initial closing took place on September 1, 2026, with investors exchanging MERC at a conversion rate of 10 MERC for each ACQUA1 Class B unit.
One day later, on September 2, the 563.23 million MERC received through the transaction were transferred to a dead address, effectively removing the tokens from circulating supply. The action was required under ACQUA1's offering structure.
How the ACQUA1 Offering Works
ACQUA1 is a subsidiary of Liquid Mercury and operates the company's Lab Company program. Liquid Mercury is the majority holder and manager of ACQUA1.
Through the program, Liquid Mercury licenses its technology to businesses, particularly companies seeking infrastructure for tokenizing real-world assets, or RWAs.
Instead of requiring each participating company to develop an entire tokenization and trading technology stack independently, the Lab Company model provides access to Liquid Mercury's existing infrastructure.
Under the business model described by Liquid Mercury, ACQUA1 receives fees and a minority equity interest from participating companies in return for licensing the technology.
This structure means ACQUA1's economic exposure is intended to come from the fees and equity interests associated with companies participating in the Lab Company program. However, future revenue and portfolio performance are not guaranteed and remain subject to business and market risks.
563.23 Million MERC Removed From Circulation
One of the most significant components of the initial closing is the treatment of the MERC received from investors.
ACQUA1's operating agreement requires 100% of the MERC received at each closing to be removed from circulation within five business days.
The company is prohibited from transferring, trading, lending, staking, pledging or otherwise deploying those MERC tokens.
Following the September 1 closing, ACQUA1 received 563,230,000 MERC. On September 2, the entire amount was transferred to a designated dead address.
The transaction effectively functions as a token burn, although MERC's smart contract does not contain a dedicated burn function. Instead, tokens are removed from usable circulation by sending them to an address from which they are not intended to be recovered.
Liquid Mercury reported that MERC supply outstanding, excluding tokens held at the dead address, stood at approximately 5.437 billion MERC at the time of the announcement.
ACQUA1 Issues 56.323 Million Class B Units
In return for the MERC contributed at the initial closing, participating investors received 56,323,000 non-voting Class B units of ACQUA1, LLC.
The securities are initially evidenced on-chain through ACQUA1-C tokens.
According to the offering structure, ACQUA1-C tokens are expected to convert on a one-for-one basis into ACQUA1 tokens when the latter are issued.
The Class B units and corresponding tokens are securities rather than ordinary utility tokens. They are subject to the terms of ACQUA1's operating agreement, private placement documentation and applicable U.S. securities regulations.
Offering Limited to Verified Accredited Investors
The ACQUA1 securities offering is being conducted under Rule 506(c) of Regulation D under the U.S. Securities Act of 1933.
That distinction is important because participation is restricted to verified accredited investors as defined under Rule 501(a).
Rule 506(c) permits issuers to broadly solicit an offering, but purchasers must qualify as accredited investors and the issuer must take reasonable steps to verify that status.
The securities issued through the ACQUA1 offering are restricted securities and are subject to transfer limitations.
Investors therefore should not treat ACQUA1 tokens as freely tradable crypto assets or assume that an active secondary market will develop. The securities could remain illiquid for an extended period or potentially indefinitely.
Liquid Mercury Targets Growing RWA Tokenization Market
ACQUA1's underlying business strategy centers primarily on companies working with tokenized real-world assets.
RWA tokenization involves representing ownership, economic rights or exposure to traditional assets through blockchain-based tokens. Depending on the structure, those underlying assets can include securities, funds, credit instruments, commodities, real estate and other financial or physical assets.
Liquid Mercury's Mercury RWA platform is intended to provide infrastructure for businesses entering this market.
According to Liquid Mercury founder and CEO Tony Saliba, the company has received inquiries from dozens of businesses interested in tokenizing assets during the past 18 months.
The company's strategy is to allow participating businesses to use existing Mercury RWA technology instead of developing the necessary infrastructure entirely from scratch.
Through ACQUA1, Liquid Mercury is attempting to turn that demand into a portfolio-style business model in which the subsidiary can receive both technology-related fees and minority ownership positions.
Additional ACQUA1 Closings Planned for 2026
The September 1 transaction represents the first closing rather than completion of the entire ACQUA1 offering.
Liquid Mercury said additional closings are currently contemplated on or around October 30 and December 31, 2026.
Those dates should not be considered guaranteed.
ACQUA1 retains discretion to skip or terminate future closings, and the MERC-to-unit conversion rate used in subsequent closings may differ from the initial rate of 10 MERC per Class B unit.
As a result, investors participating in later closings may receive different economic terms from participants in the September transaction.
ACQUA1 Offering Carries Investment and Liquidity Risks
Despite using blockchain tokens to evidence ownership, the ACQUA1 offering remains a private securities transaction and carries risks associated with both private investments and digital assets.
ACQUA1 securities are restricted and may have limited or no liquidity. Investors should not assume that Rule 144 or another mechanism for future resale will necessarily become available.
The performance of the investment will also depend in part on ACQUA1's ability to attract Lab Company participants, generate licensing fees and successfully obtain and monetize minority equity positions.
Statements regarding future revenues, company valuations, portfolio performance, additional closings and the development of the RWA tokenization market are forward-looking and could differ materially from actual outcomes.
About Liquid Mercury
Liquid Mercury provides technology and infrastructure for professional crypto trading and digital asset marketplaces.
Its products span professional trading, OTC services and real-world asset infrastructure, with Mercury RWA designed to support businesses building and operating tokenized asset products.
MERC serves as an access and platform-layer token within the Liquid Mercury ecosystem.
ACQUA1, LLC is a Liquid Mercury subsidiary responsible for operating its Lab Company program, through which technology is licensed primarily to businesses developing tokenized real-world asset products.
Investor Notice: The ACQUA1 offering is not a public securities offering. Class B units and the ACQUA1 tokens representing them are offered under Rule 506(c) of Regulation D exclusively to verified accredited investors. The securities are subject to transfer restrictions and may remain illiquid indefinitely. This information should not be considered investment, legal or tax advice.
