FOR IMMEDIATE RELEASE
Revestio to Support Series-Based Regulation A Maritime Offering as RNG Maritime Holdings Prepares to Publicly File Form 1-A
RNG Maritime Holdings’ proposed offering would use the Delaware series limited liability company structure for commercial vessel acquisitions through the Revestio platform
TORONTO — September 4, 2026 — Revestio Ltd. today announced that the staff of the U.S. Securities and Exchange Commission has advised RNG Maritime Holdings LLC that it has no further comments on its confidentially submitted draft Form 1-A. RNG Maritime Holdings intends to publicly file its Form 1-A offering statement and thereafter seek qualification in accordance with applicable SEC rules. If the offering statement is qualified, the Regulation A Tier 2 offering is expected to be conducted by RNG Maritime Holdings using administrative and technology services provided by the Revestio digital platform.
The proposed offering would utilize RNG Maritime Holdings’ series limited liability company structure to give investors the opportunity to invest in a designated series formed to acquire a qualifying commercial vessel. The vessel would be held through a majority-owned foreign special-purpose vehicle, with the acquisition funded through a combination of offering proceeds, sponsor capital and third-party debt financing, as will be described in the offering circular forming part of the offering statement when publicly filed.
“Reaching this stage of the SEC’s review process represents an important execution milestone for Revestio,” said Jakob Ripshtein, Founder and Chief Executive Officer of Revestio and its parent company, X3Fintech. “Revestio provides the technology and administrative infrastructure that issuers use to manage the investor experience, from onboarding and compliance through subscriptions, transaction administration, and reporting.”
If the offering statement is qualified, RNG Maritime Holdings will use Revestio’s digital infrastructure to administer the offering, including investor onboarding, KYC and AML procedures, investor eligibility and applicable investment-limit workflows, electronic subscription documentation, integrations with third-party escrow and payment providers, compliance controls, issuer and investor management, transaction records and reporting.
The proposed offering represents an important expansion of Revestio’s real-world-asset capabilities beyond conventional single-asset offerings. Rather than requiring a vessel to be acquired before investors participate, the series structure enables capital to be assembled for the acquisition of a qualifying vessel that satisfies the criteria to be established in the offering circular, subject to the risks described in that document.
“We developed this structure to create a disciplined and scalable model for commercial vessel acquisitions,” said Berat Koç, Manager and Principal Executive Officer of RNG Maritime Holdings LLC. “Revestio’s technology and administrative infrastructure enables us to manage the offering and investor process efficiently from launch through ongoing administration.”
Revestio is the offering-administration and investor-management technology platform of the broader X3Fintech ecosystem. X3Fintech is developing additional infrastructure intended to support the next stages of the investment lifecycle, including native tokenization and fractionalization technology and proprietary transfer-agent technology, which would be subject to applicable SEC registration requirements. None of this additional infrastructure is currently in operation, and no assurance can be given that it will be developed, registered or deployed. A planned alternative trading system would be a separate X3 capability, subject to applicable SEC and FINRA registration and approval, and would not be part of RNG Maritime Holdings’ offering.
“Our target at X3 Fintech is to connect the entire investment lifecycle within one integrated ecosystem,” said Okan Altug, Founder and Chief Strategy Officer of X3Fintech. “Issuers use Revestio’s technology to manage structuring workflows and primary offerings, and the platform continues to support digital investor onboarding, tokenization and transfer-agent ownership records. Over time, and subject to applicable regulatory requirements and approvals, the broader X3 roadmap is intended to extend to potential secondary-market capabilities. Revestio is the foundation of that strategy, and this proposed offering is a strong demonstration of what the complete X3 platform is being built to achieve.”
No offering will commence unless and until the SEC issues a notice of qualification with respect to the offering statement, and no assurance can be given that qualification will be obtained or that the offering will commence. Full offering terms, investment criteria, risk disclosures and eligibility requirements will be set out in the offering circular when publicly filed and, if the offering statement is qualified, on the offering page on Revestio.
Once publicly filed, the offering statement, including the offering circular, will be available through the SEC’s EDGAR system at www.sec.gov.
About Revestio
Revestio is a digital technology platform that provides issuers with infrastructure for private-market and real-world-asset offerings. Its software manages digital investor onboarding, KYC and AML, accreditation and suitability workflows, subscription documentation, integrations with third-party escrow and payment providers, compliance controls, issuer and investor management, transaction records and reporting.
The platform is designed to connect issuers, investment managers and investors through a unified digital environment capable of supporting sophisticated and multi-jurisdictional investment structures.
For more information, visit www.revestio.com.
About X3Fintech
X3Fintech Inc. is building integrated financial infrastructure designed to transform how private-market investments are funded, owned, administered and transferred.
Through Revestio, X3 technology provides issuers with infrastructure for primary capital formation, investor onboarding, compliance workflows and offering administration. X3 is developing additional infrastructure spanning digital securities and tokenization, ownership and transfer records and asset administration. Separate secondary-market capabilities are planned and remain subject to applicable regulatory requirements and approvals.
For more information, visit www.x3fintech.io.
About RNG Maritime Holdings LLC
RNG Maritime Holdings LLC is a Delaware series limited liability company whose series offer investors the opportunity to invest indirectly in commercial maritime assets. Its offering structure is designed to finance interests in special-purpose vehicles formed to acquire qualifying commercial vessels using offering proceeds, sponsor capital and third-party financing.
IMPORTANT NOTICE
This communication is a solicitation of interest made pursuant to Rule 255 under the Securities Act of 1933 with respect to securities of RNG Maritime Holdings LLC or any of its series (the “Company”). No money or other consideration is being solicited, and if sent in response, it will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement filed by the Company with the Securities and Exchange Commission has been qualified. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. A person’s indication of interest involves no obligation or commitment of any kind. An offering statement relating to the securities has not been qualified by the Securities and Exchange Commission. The securities may not be sold, nor may offers to buy be accepted, before qualification of the offering statement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities, passed upon the merits or terms of the offering, or passed upon the accuracy or completeness of any offering materials. Any representation to the contrary is unlawful. Any offer, solicitation, or sale will be made only through the applicable offering materials and in accordance with applicable securities laws.
Qualification of an offering statement by the SEC, if and when obtained, does not constitute approval of the securities, the terms of the offering or the merits of the investment. Investing involves substantial risk, including the possible loss of principal. The securities are illiquid, there is currently no secondary market for them, and no assurance can be given that a secondary market or liquidity will develop. Investment limitations would apply to certain non-accredited investors participating in a Regulation A Tier 2 offering.
Prospective investors should review the complete offering circular, when publicly filed and qualified, before making any investment decision. Once publicly filed, the offering statement, including the preliminary offering circular, may be obtained from the SEC’s EDGAR system at www.sec.gov/edgar, and the most recent preliminary offering circular will be accessible at the EDGAR URL for the Company’s offering statement.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements, including statements regarding the Company’s anticipated public filing of its offering statement, the potential qualification and commencement of the offering, and the Company’s plans, objectives, expectations, and future performance. Forward-looking statements are based on current expectations and assumptions and are subject to risks, uncertainties, and other factors that could cause actual results, events, or timing to differ materially from those expressed or implied. These risks and uncertainties include those described in the Company’s offering statement when publicly filed with the Securities and Exchange Commission, as well as changes in the Company’s business, financial condition, market conditions, regulatory requirements, and the offering process. The Company undertakes no obligation to update any forward-looking statement except as required by law. No assurance can be given that the offering statement will be qualified, that the offering will be commenced or completed, or that any particular amount of proceeds will be raised.
Media Contact:
Maria Prato
Communications Director
Revestio
609-529-5583