Last updated: October 10, 2025
This Privacy Policy applies to:
- Visitors and registered users of RWAmarket.place
- Buyers and sellers of RWA-backed NFTs (e.g., LOTOSS Token Ownership NFTs)
- Participants in platform utility functions (e.g., custody, secondary marketplace trades)
- Linked services operated by Maritime DAO LLC
Directly from You:
- Identification documents (passport, ID card, driver’s license) for KYC/AML compliance
- Proof of residence and tax identification numbers
- Contact details (name, email, phone number)
- Payment and wallet details when engaging in transactions
Automatically Collected:
- Log files, IP addresses, browser/device details
- Blockchain wallet addresses interacting with our smart contracts
- Cookies and tracking data for site functionality and analytics
We use personal data to:
- Verify identity and meet KYC/AML requirements
- Facilitate NFT purchases, sales, and custody
- Maintain platform security, fraud detection, and sanctions compliance
- Communicate about your account, policies, or platform changes
- Improve services and user experience
We process personal data based on:
- Contractual necessity (to provide services)
- Legal obligations (AML/CTF, sanctions, financial reporting)
- Legitimate interests (platform security, service improvement)
- Consent (for optional communications, cookies)
We may share your data with:
- Regulators and authorities where legally required (AML/CTF, sanctions, tax)
- Service providers (KYC vendors, blockchain analytics, IT, and payment processors) under confidentiality agreements
- Legal entities within Maritime DAO ecosystem (e.g., rwatradex.com) for operational purposes
We do not sell your data to third parties.
- KYC and transaction records are retained for 5 years (or longer if required by law)
- Other user account data is kept as long as you maintain an account or as needed for compliance
Where data is transferred outside the EU/EEA, safeguards such as standard contractual clauses (SCCs) or equivalent mechanisms are applied.
You may have rights under applicable law, including:
- Access to your personal data
- Correction of inaccurate data
- Erasure (“right to be forgotten”) where legally possible
- Restriction or objection to processing
- Data portability
- Withdrawal of consent (where consent is the basis for processing)
Requests can be submitted to: welcome@maritimedao.com
We use encryption, secure storage, and restricted access to protect personal data.
However, blockchain transactions are public and immutable by design; users should exercise caution when sharing wallet addresses.
RWAmarket.place uses cookies and analytics tools to improve site performance. Users can control cookies through browser settings.
We may update this Privacy Policy from time to time. The latest version will always be posted on rwamarket.place/legal/privacy-policy with a revised “Last Updated” date.
For privacy-related questions or rights requests:
Maritime DAO LLC
Email: welcome@maritimedao.com
Jurisdiction: Marshall Islands
⚓ This Privacy Policy is designed to work alongside the AML/CTF Policy and Terms of Service of RWAmarket.place.
Last updated: October 10, 2025
These Terms govern your use of the RWAmarket.place Platform and Services operated by Maritime DAO LLC (Marshall Islands).
Contact: welcome@maritimedao.com
By accessing or using the Platform, you accept these Terms on your own behalf or for the entity you represent. You must be 18+ or the age of majority in your jurisdiction.
The Privacy Policy, AML/CTF Policy, and Community Guidelines posted at rwamarket.place/legal are incorporated into these Terms.
Register with accurate information and maintain security of your credentials. If compromised, contact us at welcome@maritimedao.com immediately. Verification (KYC/AML) may be required to access certain features.
Use of certain Services requires identity verification and ongoing screening. We may restrict or terminate access for compliance reasons.
We provide an intermediary technology platform for compliant listing, purchase, and custody interactions for RWA-backed NFTs and utility features. We may modify, suspend, or discontinue Services.
Fees may apply and can change. Blockchain Gas Fees are separate and outside our control.
No illegal activity, infringement, abuse, market manipulation, or violations of Community Guidelines. We may monitor, suspend, or terminate accounts for violations.
All Platform IP belongs to the Company or licensors. No rights granted except as expressly stated.
Services are provided “as is” and “as available.” We disclaim all warranties to the maximum extent permitted by law and limit liability as described on the site-wide legal pages.
Non‑US users: Marshall Islands law and courts (or where required by consumer law). US residents: binding individual arbitration under AAA Consumer Rules; no class actions or jury trials.
Maritime DAO LLC
Email: welcome@maritimedao.com
(Applicable to all RWAmarket.place primary sales, secondary trading, and custody of asset-backed NFTs, including LOTOSS Token Ownership NFTs)
This AML/CTF Policy governs activities conducted on RWAmarket.place and affiliated services, including primary sales, secondary marketplace trading, custody, and redemption/utility actions related to real-world-asset (RWA) backed NFTs (e.g., ship ownership certificates such as the LOTOSS Token Ownership NFTs) and associated utility tokens used strictly for platform functions.
The Policy aligns with:
- EU AMLD5 & AMLD6
- FATF Recommendations (including Travel Rule expectations for VASP‑to‑VASP transfers where applicable)
- Marshall Islands DAO Law (for Maritime DAO LLC)
- Applicable US OFAC, EU, and UN sanctions regimes
This Policy applies to all users (individuals and entities), vendors, and contractors interacting with RWAmarket.place.
Individuals (buyers/sellers/beneficiaries):
- Valid government photo ID; proof of residence (≤ 3 months); Tax/ID number
- Email and phone verification
- Wallet ownership verification (challenge/attestation or custodial linkage)
Legal entities (corporates, funds, DAOs):
- Certificate of incorporation/formation; company register extract
- Directors and Ultimate Beneficial Owners (UBOs >25%); proof of registered address
- Company tax number; authority to act (e.g., board resolution, PoA)
- Foreign documents may require notarization, legalization, or apostille
PEPs & HIOs:
- Politically Exposed Persons and close associates/family members are subject to Enhanced Due Diligence (EDD), including source‑of‑funds/wealth verification and ongoing monitoring.
Ongoing CDD:
- Identity data must be kept current. Trigger events (risk score changes, sanctions updates, unusual activity) require re‑verification.
Each participant is risk‑rated (Low/Medium/High) considering:
- Jurisdiction of residence/incorporation; cross‑border factors
- Source of funds (fiat/crypto), counterparties, and payment rails
- Ownership transparency and structure complexity
- Product/use‑case risks (e.g., high‑value maritime assets, frequent flips)
- On‑chain behavior (mixers, obfuscation, sanction‑adjacent exposure)
If any category is High Risk, the overall rating becomes High and EDD is required. High‑risk users may be refused or off‑boarded at the CO’s discretion.
Automated and manual monitoring cover fiat and on‑chain activity. Examples of indicators:
- Rapid bulk purchases/sales inconsistent with profile; structuring just below thresholds
- Use of privacy tools/mixers; chain‑hopping to obfuscate provenance
- Refusal to provide KYC updates or source‑of‑funds documentation
- Links to sanctioned vessels, ports, shipowners, or high‑risk jurisdictions
- Patterns suggesting market manipulation or wash trading
Alerts are escalated to the CO for review and action.
All users and relevant wallets are screened against OFAC SDN, EU and UN consolidated lists, and any applicable Marshall Islands maritime sanctions.
Positive or potential matches result in immediate holds, internal review, and notifications to competent authorities within required timelines. Assets in platform custody may be frozen pending instructions from authorities.
KYC files, transaction logs, blockchain hashes, sanctions screenings, alerts, and SAR/STR documentation are retained for at least 5 years (or longer if law requires). Records must remain complete, accurate, and retrievable for audits and lawful requests.
Personal data is processed only for compliance, contractual, and legal purposes, consistent with applicable data‑protection laws. Access is restricted to authorized personnel and trusted service providers under confidentiality and security obligations.
Personnel and contractors with compliance‑relevant duties complete AML/CTF training at onboarding and at least annually. The AML program is reviewed at least every 6 months, with findings and remediation plans reported to governance. Material updates are approved by Maritime DAO LLC and published on RWAmarket.place/legal.
Suspicious activity is documented and, where required, reported to competent authorities. RWAmarket.place cooperates with lawful requests, court orders, and regulator examinations while protecting user data in accordance with the law.
This Policy enters into force upon publication and supersedes prior AML/CTF statements for RWAmarket.place. The CO is responsible for maintenance and version control. The latest version will be posted at RWAmarket.place/legal.
Issuer: Digi Creative SIA, a company registered in the Republic of Latvia, registration number 41203061418 (the “Issuer”). Registered address: [insert registered office address], Republic of Latvia. Contact: welcome@maritimedao.com; tel. +371 20365999.
Instrument: Digital LOTOSS Certificate (each a “Certificate”) – a tokenised, unsecured and subordinated profit-sharing instrument linked to the commercial operation of the vessel “LOTOSS”, technically implemented as a non-fungible token (NFT) on the Cardano public blockchain.
The purpose of the offer is to provide financing for the operation, maintenance, development and marketing of the vessel LOTOSS and related activities.
Number of Certificates: up to 403.
Issue price: EUR 200 per Certificate.
Maximum gross proceeds: EUR 80,600.
The aggregate offer size is below EUR 1,000,000, therefore no EU or Latvian prospectus is required. This is a small-scale public offer accompanied by this Key Information Summary, an Information Memorandum, Terms and Conditions and a voluntary Prospectus.
For each financial year:
If LOTOSS Earnings for a period are zero or negative, the Profit Share Pool will be zero and no distribution will be made for that period. LOTOSS revenues and LOTOSS Earnings are variable and uncertain, as the vessel may operate under different commercial contracts and utilisation levels over time.
Each Certificate grants its holder a contractual right, subject to the Issuer’s solvency and the applicable Terms and Conditions, to receive a pro rata share of the Profit Share Pool; and the benefit of the Issuer’s stated intention to explore, in the future, mechanisms for Certificates to be linked to fractional ownership interests in LOTOSS (or in a special purpose vehicle owning LOTOSS), if and when ship registries accept blockchain-based entries and further legal documentation is in place.
Certificates are unsecured and subordinated claims against the Issuer; do not confer registered ownership of the vessel; do not provide voting rights in the Issuer or control over the operation of LOTOSS; and do not provide fixed interest, guaranteed return, or a contractual redemption at par.
Certificates are intended for investors who understand and accept high risk and variability of returns, can bear the risk of total loss of the invested capital, have a long-term investment horizon and do not require liquidity, are familiar with the basic operation and risks of crypto-assets, wallets and NFTs, and are able and willing to obtain independent professional advice.
For questions, additional information or complaints regarding the Certificates, profit-sharing or the LOTOSS project, investors should contact Digi Creative SIA using the contact details provided in this Key Information Summary or on the LOTOSS website. For technical issues relating to the wallet connection, NFT minting or trading on the marketplace, investors should contact Maritime DAO LLC via the channels indicated on RWAmarket.place.
Investors should always consult the latest versions of the Key Facts, Key Information Summary, Information Memorandum, Terms and Conditions and Prospectus available on the LOTOSS website, as these documents may be updated to reflect changes in law, regulation or the LOTOSS project.
This Information Memorandum (the “Memorandum”) describes an offer of Digital LOTOSS Certificates (each a “Certificate”) relating to the commercial operation of the vessel “LOTOSS” (the “Vessel”).
The Certificates are technically implemented as non-fungible tokens (NFTs) on the Cardano public blockchain but are marketed and documented as Digital LOTOSS Certificates. Each Certificate grants an unsecured, subordinated profit-sharing right in accordance with this Memorandum and the applicable Terms and Conditions, and may in the future be linked to a fractional ownership interest in the Vessel, subject to law and acceptance by the competent ship registration authorities.
This Memorandum is provided for information purposes only and does not constitute a prospectus approved by any supervisory authority. It is to be read together with the Prospectus, the Terms and Conditions and the Key Information Summary. In case of inconsistency, the Terms and Conditions prevail as between the Issuer and Certificate Holders, subject to mandatory provisions of law.
Economic issuer and profit-sharing counterparty: Digi Creative SIA, a company incorporated and registered in the Republic of Latvia (Reg. No. 41203061418) (the “Issuer”). The Issuer owns or controls the economic rights related to the commercial operation of the Vessel and undertakes the profit-sharing obligations set out herein.
Technical issuer and platform operator: Maritime DAO LLC, a company incorporated in the Marshall Islands. Maritime DAO LLC develops the smart contracts used for the Certificates and operates the RWAmarket.place platform for the primary issuance and potential secondary trading of Certificates. Maritime DAO LLC acts solely as a technical and marketplace service provider and is not the profit-sharing counterparty.
For each financial year of the Issuer, the Issuer will determine the LOTOSS Earnings relating to the commercial operation of the Vessel as follows:
“Gross Earnings” means all revenues actually received by the Issuer from the commercial operation and exploitation of LOTOSS (including, without limitation, charter hire, ticket sales, event revenues, sponsorship income and similar receipts), exclusive of value added tax or equivalent indirect taxes.
“Operating Expenses” or “OPEX” means all operating and project-related costs and expenses recognised in the Issuer’s accounts in connection with LOTOSS for that financial year, including crew and personnel costs, fuel, port dues, insurance, maintenance and repairs, technical management fees, marketing, regulatory and compliance costs, financing costs and any other usual and customary expenses for the operation of the Vessel.
“LOTOSS Earnings” for a given financial year are defined as: LOTOSS Earnings = Gross Earnings – Operating Expenses – applicable taxes. LOTOSS Earnings may be positive, zero or negative.
From the LOTOSS Earnings for each financial year: (i) twenty-five per cent (25%) shall be retained by the Issuer to build reserve funds and to cover general administration and project costs; and (ii) the remaining seventy-five per cent (75%) shall constitute the Profit Share Pool for that financial year, to be distributed to the holders of Certificates in accordance with the Terms and Conditions.
Each Certificate in issue on the relevant record date entitles its holder to an equal pro rata share of the Profit Share Pool for that year (calculated as the Profit Share Pool divided by the number of Certificates outstanding on that date).
If LOTOSS Earnings for a particular financial year are zero or negative, the Profit Share Pool for that year will be zero and no distribution will be made in respect of that year. The Issuer is under no obligation to fund any distributions from its own resources or from profits of other periods.
LOTOSS may be employed under different commercial arrangements over time, including but not limited to time charters, voyage charters, event charters, tourism and hospitality operations and sponsorship or hospitality agreements. The level of employment, utilisation, day rates and associated costs may change frequently. As a result, Gross Earnings, Operating Expenses and LOTOSS Earnings may fluctuate materially from year to year, and there can be no assurance that the operation of LOTOSS will be profitable in any particular period.
The Issuer’s long-term intention is to explore, subject to applicable law and the position of the competent ship registration authorities, mechanisms under which Digital LOTOSS Certificates may in the future represent or be linked to fractional ownership interests in LOTOSS, or in a special purpose vehicle holding title to LOTOSS, including possible references to blockchain identifiers in the ship’s ownership certificate.
At the date of this Memorandum, such arrangements are not in place. Ship registries may not recognise blockchain-based entries for ownership purposes and relevant legal frameworks may not yet accommodate tokenised co-ownership structures.
Accordingly, holding a Certificate does not currently confer registered ownership of LOTOSS or any statutory co-ownership rights under maritime or property law. Any future ownership structure will require additional legal documentation and may be subject to regulatory and registry approval.
Because the Certificates grant a transferable profit-sharing right, they may qualify as transferable securities or financial instruments under applicable EU and Latvian law. However, the total consideration of the offer within the European Union is capped at EUR 80,600, which is below the EUR 1,000,000 threshold under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Latvia requires an information document only for offers between EUR 1,000,000 and EUR 8,000,000. Accordingly, no EU or Latvian prospectus is required for this offer. This Memorandum is a voluntary disclosure document.
The legal and regulatory framework for tokenised securities, crypto-assets and distributed ledger technology is developing continuously at EU and national level. The Issuer expressly reserves the right to amend this Memorandum, the Terms and Conditions, the Key Information Summary and other project documentation, to the extent permitted by law, in order to reflect changes in applicable legislation, regulatory guidance or market practice. The latest versions of such documents will be made available on the LOTOSS website or upon request.
Investing in Certificates involves significant risk, including the risk of loss of the entire investment. Key risks include variable and uncertain LOTOSS revenues, the possibility of no distributions in any period, the subordinated and unsecured nature of the Certificates, potential illiquidity of any secondary market, technology and custody risks related to the Cardano blockchain and associated wallets, and evolving regulatory and tax frameworks.
Nothing in this Memorandum, the Prospectus, the Key Information Summary or the Terms and Conditions constitutes investment, legal or tax advice or a recommendation to purchase Certificates. Prospective investors should obtain independent professional advice before investing.
Digital LOTOSS Certificates are represented technically as non-fungible tokens (NFTs) on the Cardano public blockchain and grant their Holder an unsecured, subordinated contractual right to receive a pro rata share of the Profit Share Pool, as defined in these Terms. Certificates are not shares, do not give ownership or security rights over the Vessel, and do not guarantee the return of capital or the payment of any fixed or minimum return.
“Gross Earnings” means the aggregate of all revenues actually received by the Issuer in a financial year from the commercial operation and exploitation of the vessel “LOTOSS”, including, without limitation, charter hire, ticket sales, event revenues, sponsorship income and similar receipts, exclusive of value added tax or equivalent indirect taxes.
“Operating Expenses” or “OPEX” means all operating and project-related costs and expenses recognised in the Issuer’s accounts in connection with LOTOSS for that financial year, including crew and personnel costs, fuel, port dues, insurance, maintenance and repairs, technical management fees, marketing, regulatory and compliance costs, financing costs and any other usual and customary expenses for the operation of the Vessel.
“LOTOSS Earnings” means, in respect of any financial year of the Issuer, the amount determined by the Issuer as: LOTOSS Earnings = Gross Earnings – Operating Expenses – applicable taxes. LOTOSS Earnings may be positive, zero or negative.
“Profit Share Pool” means, in respect of any financial year for which LOTOSS Earnings are positive, an amount equal to seventy-five per cent (75%) of the LOTOSS Earnings for that year, allocated for distribution to Certificate Holders in accordance with these Terms.
(a) For each financial year in which LOTOSS Earnings are positive, the Issuer shall: (i) retain twenty-five per cent (25%) of the LOTOSS Earnings in that year for the creation of reserves and to cover administration and project costs; and (ii) allocate the remaining seventy-five per cent (75%) of the LOTOSS Earnings to the Profit Share Pool for that year.
(b) Each Certificate outstanding on the relevant Record Date shall entitle its Holder to an equal pro rata share of the Profit Share Pool for that year, calculated as: Distribution per Certificate = Profit Share Pool ÷ total number of Certificates outstanding on the Record Date.
(c) If LOTOSS Earnings for any financial year are zero or negative, no Profit Share Pool shall arise in respect of that year and no distributions shall be payable to Holders for that period. The Issuer shall have no obligation to make good any such shortfall from its own funds or from profits of other years.
(d) The Issuer expects, but does not undertake, to make distributions (if any) within a specified period following approval of its annual financial statements. No interest shall accrue on any amount constituting part of the Profit Share Pool prior to distribution.
The Holder acknowledges and accepts that the revenue generated by LOTOSS is inherently variable, that contracts and utilisation may change over time and that the amount, timing and occurrence of any distributions under these Terms are uncertain and cannot be predicted or guaranteed.
The Issuer’s intention to explore the possibility of linking Certificates to fractional ownership interests in LOTOSS or in a special purpose vehicle holding title to LOTOSS is expressly non-binding and subject to applicable law, regulatory requirements and the acceptance of such structures by the competent ship registry and other authorities. Until such time as specific ownership arrangements have been implemented and documented, the Holder’s rights are limited to the contractual profit-sharing and related rights set out in these Terms. The Holder shall not be entitled to treat the Certificate as conferring any registered or statutory ownership right in LOTOSS.
Claims of Certificate Holders under these Terms are unsecured and subordinated to all present and future senior creditors of the Issuer. In the event of insolvency, liquidation or bankruptcy of the Issuer, Certificate Holders may recover none or only part of their claims.
Certificates are transferable on the Cardano public blockchain, subject to applicable law and these Terms. The Issuer may restrict recognition of transfers or suspend payments where required by sanctions, securities or anti-money laundering laws, or where requested know-your-customer (KYC) information is not provided. No guarantee is given that secondary trading on RWAmarket.place or other platforms will be available or liquid.
Investors must be of legal age and must not be residents of prohibited or sanctioned jurisdictions. The Issuer and/or the Platform may conduct KYC/AML checks and request information or documentation from Holders. Investors are responsible for their own tax obligations arising from owning, receiving distributions on or disposing of Certificates and should seek independent advice. The Issuer may withhold taxes where required by law.
Certificates exist only as records on the Cardano public blockchain. Holders are solely responsible for safeguarding their private keys, seed phrases and wallet access. The Issuer is not liable for losses resulting from lost or compromised keys, hacks, smart contract bugs, network failures or other technical issues affecting the blockchain or the Platform.
The Holder acknowledges that the legal and regulatory framework for tokenised securities, crypto-assets and distributed ledger technology is evolving. The Issuer may, to the extent permitted by applicable law, amend these Terms and other project documentation (including the Information Memorandum, Key Information Summary and Prospectus) to reflect changes in legislation, regulatory guidance, market practice or the technical implementation of the Certificates.
Any such amendments will be published on the LOTOSS website or communicated through other appropriate channels and will, unless otherwise required by law, apply only prospectively. No amendment may deprive the Holder of distributions already validly declared or paid, or of any mandatory rights granted by applicable consumer or investor protection law.
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Republic of Latvia. Any dispute shall be subject to the jurisdiction of the courts of Latvia, subject to any mandatory consumer protection rules that may grant the Holder rights to bring actions in the courts of their country of residence.
Economic issuer and profit-sharing counterparty: Digi Creative SIA, a company incorporated in the Republic of Latvia (Reg. No. 41203061418), is responsible for the LOTOSS project and for fulfilling the profit-sharing obligations towards Certificate Holders under the applicable Terms and Conditions.
Technical issuer and platform operator: Maritime DAO LLC, registered in the Marshall Islands, operates the RWAmarket.place platform through which Certificates may be offered and traded. Maritime DAO LLC acts solely as a technical service provider and marketplace operator. It is not the economic issuer, does not provide investment advice and does not guarantee returns or liquidity.
Digital LOTOSS Certificates represent profit-sharing rights and may qualify as financial instruments. The offer is limited in size and is not subject to an EU or Latvian prospectus requirement. Investing in Certificates involves a high risk of loss, including the possible loss of all capital invested. Revenues from LOTOSS will vary over time as the Vessel operates under different contracts and market conditions, and no level of profit or distribution is guaranteed.
The Issuer reserves the right to update this disclaimer and other project documents to reflect changes in law, regulation or the LOTOSS project. Investors should refer to the latest versions made available on the LOTOSS website.
PROSPECTUS (DRAFT – VOLUNTARY, NON-APPROVED)
Issuer: Digi Creative SIA (Republic of Latvia, Reg. No. 41203061418)
Project: Digital LOTOSS Certificates – profit-sharing rights linked to the vessel “LOTOSS”
Date: [insert date]
This document is a voluntary, non-approved prospectus-style disclosure prepared for information purposes only. The offer size is below the thresholds at which a prospectus is required under Regulation (EU) 2017/1129 and the Financial Instrument Market Law of the Republic of Latvia.
1.1 Voluntary document and no approval.
This document (the “Prospectus”) has been prepared by Digi Creative SIA (the “Issuer”) on a voluntary basis to describe the offering of Digital LOTOSS Certificates (the “Certificates”). The total consideration of the offer does not exceed EUR 80,600 and is therefore below the thresholds at which a prospectus is required under Regulation (EU) 2017/1129 and the Financial Instrument Market Law of the Republic of Latvia. This Prospectus has not been reviewed, approved or registered by Latvijas Banka or any other competent authority.
1.2 No offer in prohibited jurisdictions.
The Certificates are not offered, and may not be sold, in any jurisdiction where such offer or sale would be unlawful. This Prospectus does not constitute an offer or solicitation to any person in a jurisdiction where such offer or solicitation is not authorised.
1.3 No investment advice.
Nothing in this Prospectus, the Information Memorandum, the Key Information Summary or the Terms and Conditions constitutes investment, legal or tax advice. Prospective investors must make their own assessment of the merits and risks of investing in the Certificates and should consult their own professional advisers.
1.4 Responsibility statement.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. This statement does not limit any rights that investors may have under applicable law.
1.5 Document suite and updates.
This Prospectus should be read together with the Digital LOTOSS Certificate Information Memorandum, Terms and Conditions, Key Facts and Key Information Summary (together, the “Project Documentation”). The legal and regulatory framework for tokenised securities and crypto-assets is developing continuously. The Issuer expressly reserves the right, to the extent permitted by applicable law, to amend the Project Documentation to reflect changes in legislation, regulatory guidance or the technical implementation of the Certificates. The latest versions of the Project Documentation will be made available on the LOTOSS website or provided upon request.
This summary must be read as an introduction to the Prospectus. Any decision to invest in the Certificates should be based on a consideration of the Prospectus as a whole. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff may, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.
Digital LOTOSS Certificates are tokenised, unsecured and subordinated profit-sharing instruments linked to the commercial operation of the vessel “LOTOSS”. The Certificates are technically implemented as non-fungible tokens (NFTs) on the Cardano public blockchain and may be traded on the RWAmarket.place platform. The total number of Certificates is up to 403, each with an issue price of EUR 200, for a maximum aggregate consideration of EUR 80,600.
For each financial year, the Issuer determines the earnings attributable to LOTOSS (“LOTOSS Earnings”) as gross revenues from the commercial operation of the vessel minus all operating expenses and applicable taxes. Twenty-five percent (25%) of LOTOSS Earnings is retained by the Issuer for reserves and administration. The remaining seventy-five percent (75%) forms a Profit Share Pool, which is distributed pro rata among all Certificates outstanding on the relevant record date. LOTOSS revenues, LOTOSS Earnings and distributions are inherently variable and may be zero in any period.
Certificates do not confer registered ownership of the vessel, do not grant voting rights in the Issuer and do not provide fixed interest, a guaranteed return or a contractual redemption at par. Investors may lose all of the capital invested. Certificates may qualify as financial instruments under Latvian and EU law. The offer size is below the thresholds at which a prospectus is required; this document is prepared by the Issuer voluntarily for transparency.
An investment in the Certificates involves significant risk. Prospective investors should carefully consider the following risk factors, together with the other information contained in this Prospectus and in the Project Documentation, before making any investment decision. The risks described below are those which the Issuer currently considers material. Additional risks and uncertainties that are not presently known or that are currently considered immaterial may also have an adverse effect on the Issuer, the LOTOSS project or the Certificates.
The Issuer, Digi Creative SIA (Reg. No. 41203061418), accepts responsibility for the information contained in this Prospectus. The board of the Issuer has taken all reasonable care to ensure that, to the best of its knowledge, the information contained in this Prospectus is in accordance with the facts and that no material information has been omitted.
Name and position of the person signing on behalf of the Issuer: [●], [title].
Place and date of signature: [●].
The legal and commercial name of the Issuer is Digi Creative SIA.
The Issuer is a limited liability company (sabiedrība ar ierobežotu atbildību) incorporated and existing under the laws of the Republic of Latvia.
Registered address: [insert registered office address], Republic of Latvia.
Registration number: 41203061418.
Contact details: E-mail welcome@maritimedao.com, telephone +371 20365999.
Digi Creative SIA was incorporated on [date] in Latvia. The Issuer’s activities include, among others, the development and operation of the LOTOSS project.
The Issuer’s principal business with respect to this Prospectus is the operation, commercial exploitation and development of the LOTOSS project, centred on the vessel “LOTOSS”. The project aims to generate revenues through chartering, events, tourism, hospitality, sponsorship and related activities.
The Issuer operates as a project company for LOTOSS-related activities. If applicable, the Issuer may establish or own interests in special purpose vehicles for holding title to the vessel or for regulatory or financing reasons. Any such structure will be described in updated disclosure where relevant.
The Issuer’s financial statements are prepared in accordance with applicable Latvian accounting standards. Prospective investors should review the latest available financial statements of the Issuer, which are incorporated by reference or made available on the Issuer’s website or upon request.
[Insert statement regarding whether there has been any material adverse change in the prospects of the Issuer since the date of its last published financial statements.]
LOTOSS is a vessel flying the flag of the Republic of Latvia and classed with the Latvian Shipping Register. The vessel was built in 1973 and has the following principal particulars:
The vessel is intended to be operated for small-scale passenger transport, tourism, hospitality, charter and event services in suitable waters, subject to applicable safety and regulatory requirements.
The LOTOSS project is based on generating revenues from the commercial employment of the vessel, which may include time charters, voyage charters, event charters, tourism services, hospitality offerings, sponsorship and related activities. The actual mix of contracts and revenue sources may change over time in response to market conditions and commercial opportunities.
Operating expenses for LOTOSS include crew and personnel costs, fuel, port dues, insurance, maintenance and repairs, technical management fees, marketing, regulatory compliance, financing costs and other usual and customary costs associated with operating the vessel. These expenses will be recognised in the Issuer’s accounts in accordance with applicable accounting policies.
For each financial year, LOTOSS Earnings are calculated as Gross Earnings from the commercial operation of LOTOSS minus Operating Expenses and applicable taxes. Twenty-five percent (25%) of LOTOSS Earnings is retained by the Issuer for reserves and administration, and seventy-five percent (75%) constitutes the Profit Share Pool for distribution to Certificate Holders in accordance with the Terms and Conditions.
The Certificates are tokenised, unsecured and subordinated profit-sharing instruments linked to the commercial operation of LOTOSS. Each Certificate is implemented as a unique non-fungible token (NFT) on the Cardano public blockchain.
The Certificates and the contractual profit-sharing rights they represent are created under and governed by the laws of the Republic of Latvia, in particular the Financial Instrument Market Law, the Civil Law and related legislation.
Certificates exist solely in dematerialised form as entries on the Cardano public blockchain. Ownership of a Certificate is evidenced by control of the private key to the blockchain address that is recorded as the current holder of the relevant token.
The issue price of each Certificate is denominated in euro (EUR 200 per Certificate). Distributions to Certificate Holders may be made in euro or in a specified crypto-asset, as determined by the Issuer and described in the Terms and Conditions.
In the event of insolvency, liquidation or bankruptcy of the Issuer, claims of Certificate Holders will rank behind claims of all senior creditors and ahead only of any equity interests in the Issuer, subject to mandatory provisions of law.
Certificate Holders have no right to require redemption or repurchase of Certificates by the Issuer, no right to participate in management and no pre-emptive or anti-dilution rights. Any future decision by the Issuer voluntarily to repurchase or redeem Certificates will be at its sole discretion.
The Issuer offers up to 403 Certificates at an issue price of EUR 200 per Certificate. The offer may be made to the public in Latvia and, subject to applicable law, in other jurisdictions where such offering is permitted without a prospectus.
The maximum aggregate consideration of the offer is EUR 80,600. The Issuer may decide, at its discretion, to close the offer early or not to place all Certificates.
Investors may subscribe for Certificates via the RWAmarket.place platform or other channels specified by the Issuer. Payment of the subscription price must be made in accordance with the instructions provided during the subscription process. The Issuer reserves the right to reject or scale back subscriptions in whole or in part.
Certificates will be allotted to investors following confirmation of receipt of cleared funds and completion of any required KYC/AML checks. Allotment will be recorded by assigning the relevant NFTs to the investors’ designated Cardano blockchain addresses.
The Issuer will publish or otherwise communicate the expected timetable for the offer, including subscription period, allotment date and issue date.
The net proceeds of the offer, after deduction of applicable costs and expenses, will be used to finance the operation, maintenance, development and marketing of LOTOSS and related project activities, and for general corporate purposes of the Issuer in connection with the project.
The Certificates are not intended to be admitted to trading on a regulated market or an SME growth market within the meaning of the Financial Instrument Market Law. Instead, the Certificates may be admitted to trading on the RWAmarket.place platform operated by Maritime DAO LLC or on other compatible marketplaces. Such platforms do not constitute regulated markets under Latvian law. There can be no assurance that any market for Certificates will develop or be maintained.
The following is a general description of certain tax considerations in relation to the Certificates. It does not purport to be a comprehensive or complete analysis of all tax consequences and does not address the position of particular categories of investors. Prospective investors should consult their own tax advisers regarding the tax consequences of acquiring, holding and disposing of Certificates.
Tax treatment will depend on the laws and practices of the investor’s country of residence and may be subject to change. The Issuer may be required to withhold taxes from distributions to Certificate Holders where so required by Latvian or other applicable law.
This Prospectus has been prepared by the Issuer with reference to the structure and content requirements set out in Regulation (EU) 2017/1129 and related implementing measures, insofar as appropriate for a small voluntary offer, and with regard to the Financial Instrument Market Law of the Republic of Latvia. Because the offer size is below the mandatory prospectus thresholds, this document has not been reviewed or approved by any competent authority.
This Prospectus forms part of the Project Documentation, which also includes the Information Memorandum, the Terms and Conditions, the Key Facts and the Key Information Summary. In the event of any inconsistency between this Prospectus and the Terms and Conditions, the Terms and Conditions shall prevail as between the Issuer and Certificate Holders, subject to mandatory provisions of law.
The legal and regulatory framework for tokenised securities, crypto-assets and distributed ledger technology is developing continuously. The Issuer expressly reserves the right, to the extent permitted by applicable law, to amend the Project Documentation to reflect changes in legislation, regulatory guidance, market practice or the LOTOSS project. The latest versions of the Project Documentation will be made available on the LOTOSS website or provided upon request.
Prospective investors should rely only on the information contained in the most recent versions of this Prospectus and the other Project Documentation and in any supplements issued by the Issuer. No person is authorised to provide information or to make representations that are not contained in such documents.
This note explains what a “redemption requirement” means in securities and investment terms, and clarifies how redemption is treated for Digital LOTOSS Certificates. It also provides standard wording that can be used consistently in the Prospectus, Information Memorandum, Terms and Conditions, Key Facts, Key Information Summary and website.
In capital markets and investment documentation, “redemption” describes the situation where the issuer takes back a security, and in doing so repays or buys back the investor’s position in that security.
A redemption requirement typically exists where:
If such obligations exist, they must be clearly described as “redemption” terms, and they may affect how the instrument is classified for accounting and regulatory purposes (for example, debt-like vs. equity-like features).
Digital LOTOSS Certificates are designed as unsecured, subordinated, profit-sharing instruments without a fixed maturity date and without an obligation for the issuer to buy back or repay the Certificates.
In particular:
Investors may exit their position only by selling Certificates on a secondary market (if a buyer is available) and not by exercising a redemption right against the issuer. Accordingly, there is no “redemption requirement” in the legal sense for Digital LOTOSS Certificates under the current structure.
A redemption requirement for Digital LOTOSS Certificates would arise only if the Terms and Conditions or other contractual documentation were amended to include provisions such as:
In such cases, the documentation would need to clearly set out the redemption price, timing, conditions, any notice periods, and any funding or solvency conditions on the issuer’s side.
To avoid any doubt and to make clear that there is no redemption obligation, it is recommended to insert explicit “no redemption” language across the Project Documentation, for example as follows.
5.1 Terms and Conditions
“The Certificates have no fixed maturity and there is no contractual right or obligation of redemption. The Issuer is under no obligation to redeem, repurchase or otherwise buy back any Certificate at any time or at any price. Any decision by the Issuer to repurchase Certificates on the market or through a tender offer shall be entirely at its discretion and shall not create any expectation or right to future repurchases.”
5.2 Prospectus / Information Memorandum / Key Information Summary
“Certificates do not have a fixed maturity date. There is no right for investors to require the Issuer to redeem Certificates and no obligation on the Issuer to buy back Certificates. Investors may exit their investment only by selling Certificates on a secondary market (if a buyer is available).”
5.3 Key Facts and risk factors
“No redemption right: Certificates do not provide a contractual right to redemption by the Issuer. Investors cannot demand repayment of their initial investment from the Issuer and may only exit via secondary sale of Certificates, if such a market exists.”
Short banner language for the LOTOSS webpage can be worded as follows (to be used together with the broader risk warning):
“Important: Digital LOTOSS Certificates have no fixed maturity and no redemption right. The Issuer is not obliged to buy back Certificates. Investors may exit only by selling Certificates on a secondary market, if a buyer is available.”