ORGANIZATIONAL / OPERATING EXPENSES TO RELATED PERSONS: $12,260.
That $12,260 expense disclosure equals roughly 2.4% of the $513,000 offering. It does not necessarily represent total investor fees, management fees or carried interest; Item 16 only identifies gross offering proceeds expected to be used for the disclosed organizational and operating expenses.
RHEA CAPITAL MANAGEMENT CONNECTION
Rhea Capital Management's official website provides a strong identity bridge to the SEC filing.
The public site lists its Los Angeles office at 1150 S Olive Street, 10th Floor — the same address shown for Rhea Management LLC in the Form D — and also lists a New York office at 148 Lafayette Street.
Rhea describes itself as an investment company focused on backing and incubating disruptive and mission-driven businesses. Its stated activities include supplying capital, strategic guidance and management expertise to early- and growth-stage opportunities.
The firm's public sector focus includes:
Energy Transition.
Pet & Animal Health.
Consumer Products.
Healthcare.
Real Assets.
This broader strategy is materially different from a conventional buyout fund focused on one industry. Rhea publicly positions itself as a thematic private-investment platform spanning operating companies, real assets and growth opportunities.
However, those platform themes do not establish what Rhea OS I itself owns.
MAX PLUSS
Rhea's official website identifies Max Pluss as Founder and Managing Principal and says he founded Rhea in 2016. The biography describes prior experience investing alongside and advising public and private company CEOs and boards, as well as work at Extract Capital, a hedge fund focused on natural-resource equity and credit investments.
The Form D is signed by "Maxwell Pluss" as Manager, while California business records identify Max Pluss as a manager of Rhea Management LLC. Those records also list Rush Vora as a manager and show Rhea Management LLC as an active California entity using the same 1150 S Olive Street address. Rhea's public biography says Pluss' prior natural-resources work covered mining, energy, renewables, fertilizer, timber, water and related real assets. Independent company biographies also identify him as founder of Rhea Capital Management and describe experience in investment origination, due diligence, transaction structuring, capital raising and fund operations.
This background supports the existence of an experienced investment manager, but it does not reveal the investment thesis or performance of Rhea OS I specifically.
RHEA MANAGEMENT REGULATORY FOOTPRINT
Rhea Capital Management is also independently identifiable through the SEC's Investment Adviser Public Disclosure system.
The adviser entry identifies:
RHEA CAPITAL MANAGEMENT.
LEGAL / RELATED NAMES: Rhea Ventures, Rhea Management LLC and Rhea Management.
STATUS: Exempt Reporting Adviser.
The adviser is not currently registered as an SEC investment adviser but files reports as an exempt reporting adviser.
That distinction matters.
Exempt Reporting Adviser status creates a regulatory record and supports identity verification, but it is not the same as full SEC investment-adviser registration and does not constitute SEC approval of Rhea, Rhea OS I or any investment.
RHEA INVESTMENT HOLDINGS — REPEAT SERIES STRUCTURE
Rhea OS I is not the first SEC vehicle using the Rhea Investment Holdings LLC umbrella.
SEC records show Rhea Nugreen II, a Series of Rhea Investment Holdings LLC, filing a Form D in January 2025 under a separate CIK. That filing used the same Claymont, Delaware administrative address.
SEC-search records also show Rhea Nugreen IV, a Series of Rhea Investment Holdings LLC, filing another Regulation D offering in February 2026.
This repeated structure strongly supports the conclusion that Rhea Investment Holdings LLC functions as a master series platform through which distinct investment opportunities are placed into separate legal sleeves.
The important implication is that investors should not automatically combine Rhea OS I with the Nugreen vehicles.
Each series can have its own:
Underlying asset.
Investor group.
Valuation.
Fee structure.
Exit timing.
Tax treatment.
Investment risk.
The shared parent or manager establishes sponsor continuity, not asset identity.
RHEA NUGREEN SERIES — WHY THE HISTORY MATTERS
The earlier "Nugreen" naming convention demonstrates that Rhea sometimes uses transaction- or company-specific series names rather than a single blind-pool fund.
That makes it reasonable to interpret "OS I" as another internal transaction designation.
But FilingDossier does not infer what OS means.
The public filing does not identify:
A company called OS.
A portfolio asset.
An industry.
A financing round.
A direct or secondary security.
A transaction price.
The correct conclusion is simply that Rhea OS I is another series within an established Rhea Investment Holdings architecture.
$513,000 FULLY SUBSCRIBED OFFERING
The Form D reports a fixed $513,000 target and confirms the full amount had been sold by the filing date.
Twelve investors participated.
If the amount were divided equally, the mathematical average would be $42,750 per investor, although individual subscriptions are not disclosed and equal allocation should not be assumed.
The filing lists a $0 minimum investment.
That does not mean participation was open with no meaningful commitment requirement. Private funds can establish investor-specific allocations or minimums in subscription documents while reporting $0 in the Form D field.
The fully subscribed status distinguishes Rhea OS I from series filings that are submitted before any capital has been accepted.
In this case, a real investor base and completed capital formation were already reported.
RULE 506(B) AND SECTION 3(C)(1)
Rhea OS I relies on Rule 506(b).
Rule 506(b) generally does not permit unrestricted general solicitation and can include accredited investors plus a limited number of sophisticated non-accredited investors, subject to regulatory requirements.
The filing does not check the field indicating securities have been or may be sold to non-accredited investors.
The vehicle also relies on Investment Company Act Section 3(c)(1).
A 3(c)(1) vehicle commonly operates within a beneficial-owner limit rather than the qualified-purchaser-only framework used by 3(c)(7) vehicles.
With only 12 investors reported at filing, Rhea OS I was well below the traditional numerical ceiling commonly associated with 3(c)(1).
PRIVATE EQUITY FUND CLASSIFICATION
The issuer specifically selected Pooled Investment Fund — Private Equity Fund.
That is meaningful because it tells investors Rhea OS I should not be described as:
An operating company.
A direct corporate equity issuance.
A hedge fund.
A real-estate operating partnership.
The legal structure is a private investment pool.
However, "Private Equity Fund" alone does not establish whether the vehicle holds:
One startup.
One growth-stage company.
A secondary private-company position.
Multiple portfolio companies.
A natural-resource investment.
Real assets.
Another investment fund.
The strategy remains transaction-specific and undisclosed.
RHEA WEBSITE DISCLOSURES AND INVESTOR WARNINGS
Rhea's own disclosure page provides unusually useful context.
It states that references on the website should not be viewed as offers to purchase securities and that investments in Rhea-managed vehicles are made only through confidential offering documents to qualifying investors.
Rhea also explicitly warns that investments in its vehicles involve a high degree of risk, including the possibility of losing the entire investment, and that public examples of portfolio companies are not representative of all investments.
This is important for FilingDossier because it reinforces why the public Rhea portfolio should not be automatically mapped onto Rhea OS I.
The firm's website itself acknowledges that some investments are not publicly disclosed.
UNDERLYING ASSET — THE CENTRAL INFORMATION GAP
Rhea OS I's largest transparency gap is the underlying asset.
The Form D contains no description of what "OS" stands for.
The Rhea website does not publicly map "OS I" to a specific portfolio company.
The public offering data do not disclose:
Portfolio company.
Security type at the underlying-company level.
Purchase price.
Company valuation.
Number of shares.
Ownership percentage.
Direct versus indirect ownership.
Lead investor.
Financing round.
Primary versus secondary transaction.
Therefore FilingDossier does not assign Rhea OS I to a company merely because a name or initials appear similar.
Investors should obtain the series-specific investment memorandum before evaluating valuation or business risk.
ORGANIZATIONAL EXPENSES
The Form D discloses $12,260 of offering proceeds expected to cover fund organizational and operating expenses.
Relative to the $513,000 offering, this is approximately 2.4%.
That amount is significant enough to review closely in a small SPV.
It does not establish the entire fee burden.
Separate economics may include:
Management fees.
Carried interest.
Administration fees.
Legal expenses.
Tax preparation.
Banking costs.
Underlying SPV expenses.
Transaction costs.
Investors should determine whether the $12,260 is a one-time cap, an estimate or only one category of expenses.
ADMINISTRATIVE ADDRESS VS INVESTMENT MANAGER
Rhea OS I uses 2093 Philadelphia Pike #5885, Claymont, Delaware.
That same address appears across multiple private series vehicles and should not be confused with Rhea's actual investment-office location.
Rhea Management is separately identified at 1150 South Olive Street, Los Angeles.
That distinction is important.
The Delaware address functions as the issuer's legal/administrative address, while the investment manager's public business operates from Los Angeles and New York.
Researchers should not describe the manager as headquartered in Claymont simply because the issuer uses that address.
RHEA'S BROADER PORTFOLIO STRATEGY
Rhea Capital Management's website publicly presents current and prior portfolio investments across multiple themes and emphasizes hands-on involvement with companies.
The platform's stated investment areas — energy transition, animal health, consumer products, healthcare and real assets — suggest a broad private-market mandate rather than a narrow single-sector specialty.
Pluss' own history in mining, energy and natural resources adds another dimension to the investment platform. Independent public-company biographies currently identify him as an adviser or director in natural-resource businesses, reinforcing that this remains an active area of expertise.
Still, no public evidence reviewed links Rhea OS I specifically to a natural-resource company.
The correct separation is:
RHEA PLATFORM = broad multi-sector private investment strategy.
RHEA OS I = specific 2026 private-equity series with underlying asset not publicly identified.
CONCENTRATION RISK
A $513,000 series vehicle may represent a highly concentrated investment.
If Rhea OS I holds one underlying company, investors could be exposed almost entirely to that company's operating and valuation performance.
Possible risks include:
Private-company illiquidity.
Future financing dilution.
Valuation changes.
Business execution failure.
Limited information rights.
Transfer restrictions.
Dependence on acquisition, IPO or secondary liquidity.
Manager-controlled exit timing.
Series-level fees.
Underlying-company governance risk.
A 12-investor pool does not itself create portfolio diversification if all capital is invested in the same asset.
DIRECT VS INDIRECT OWNERSHIP
Investors should also determine whether Rhea OS I owns its underlying securities directly.
Series investment structures can sometimes hold:
Direct portfolio-company shares.
An interest in another SPV.
Convertible instruments.
Preferred securities.
Secondary interests.
Another private fund.
The Form D does not answer this question.
The legal rights of Rhea OS I investors can differ significantly depending on whether the series is a direct shareholder or merely owns another intermediary vehicle.
DUE DILIGENCE QUESTIONS
Before investing in Rhea OS I, investors should obtain:
Series operating agreement.
Private placement or investment memorandum.
Subscription agreement.
Underlying company identity.
Direct or indirect ownership structure.
Security class.
Purchase price.
Underlying company valuation.
Primary or secondary transaction status.
Number of securities acquired.
Rhea's effective ownership percentage.
Management fee.
Carried interest.
Administrative fee.
Organizational expense cap.
Allocation of the disclosed $12,260 operating expense.
Voting rights.
Information rights.
Transfer restrictions.
Capital-call obligations.
Expected holding period.
Valuation methodology.
Exit strategy.
Distribution mechanics.
Related-party transaction policy.
Allocation policy among Rhea-managed vehicles.
Whether Rhea Management, Max Pluss or affiliates invested alongside the 12 investors.
Investors should also ask whether another Rhea series owns the same underlying company and, if so, whether those series acquired securities on identical economic terms.
FINAL ASSESSMENT
Rhea OS I is a real and readily traceable 2026 private-equity series vehicle.
SEC EDGAR directly confirms the issuer, Rhea Management LLC, Maxwell Pluss, Rule 506(b), Section 3(c)(1), September 1 first sale, $513,000 fully sold and 12 investors.
The broader sponsor is also independently verifiable. Rhea Capital Management's official website uses the same Los Angeles address as the SEC related person, identifies Max Pluss as Founder and Managing Principal and describes a multi-sector investment strategy spanning energy transition, healthcare, consumer products, animal health and real assets.
SEC adviser records separately identify Rhea Capital Management / Rhea Management LLC as an exempt reporting adviser under CRD 321754.
The biggest limitation is asset-level transparency.
The public Form D does not disclose what "OS I" owns, its underlying valuation or the security purchased. Earlier Nugreen series establish that Rhea Investment Holdings is a recurring series platform, but they do not identify the OS I asset.
FilingDossier therefore considers the vehicle and manager strongly verified while treating the actual underlying investment, valuation and expected returns as unverified from currently available public information.
Form D is an exempt-offering notice. It is not SEC approval of Rhea OS I, Rhea Management, Rhea Capital Management, Max Pluss or any underlying portfolio company and does not verify investment returns.
SEC SNAPSHOT
ISSUER: Rhea OS I, a Series of Rhea Investment Holdings LLC | CIK: 0002146422 | SEC FILE NO.: 021-596824 | FILM NO.: 261367613 | FORM D: New Notice | FILED / EFFECTIVE: September 9, 2026
ENTITY: Delaware Limited Liability Company Series | FORMATION YEAR: 2026
ISSUER ADDRESS: 2093 Philadelphia Pike #5885, Claymont, DE 19703 | PHONE: 360-946-0604
INDUSTRY: Pooled Investment Fund — Private Equity Fund | EXEMPTION: Regulation D Rule 506(b) | INVESTMENT COMPANY ACT: Section 3(c)(1) | REGISTERED INVESTMENT COMPANY: No
SECURITY: Pooled Investment Fund Interests | OFFERING DURATION: One year or less
FIRST SALE: September 1, 2026 | TOTAL OFFERING: $513,000 | AMOUNT SOLD: $513,000 | REMAINING: $0 | INVESTORS: 12 | FORM D MINIMUM INVESTMENT: $0 | SALES COMMISSIONS: $0 | FINDER FEES: $0
USE OF PROCEEDS TO RELATED PERSONS: $12,260 | PURPOSE: Fund organizational and operating expenses according to Form D.
RELATED PERSON: Rhea Management LLC | SEC ADDRESS: 1150 South Olive Street, Floor 10, Los Angeles, CA 90015
FORM D SIGNATORY: Maxwell Pluss — Manager
MANAGEMENT PLATFORM: Rhea Capital Management / Rhea Management LLC | WEBSITE: rheacm.com | LOS ANGELES OFFICE: 1150 S Olive Street, 10th Floor, Los Angeles, CA 90015 | NEW YORK OFFICE: 148 Lafayette Street, New York, NY 10013
FOUNDER / MANAGING PRINCIPAL: Max Pluss
REGULATORY PROFILE: Rhea Capital Management | CRD: 321754 | STATUS: Exempt Reporting Adviser | RELATED NAMES INCLUDE: Rhea Management LLC / Rhea Ventures.
PUBLIC INVESTMENT FOCUS: Energy Transition | Pet & Animal Health | Consumer Products | Healthcare | Real Assets.
PUBLIC MANAGER DESCRIPTION: Rhea states that it backs and incubates disruptive and mission-driven early- and growth-stage companies and provides capital, strategic guidance and management expertise.
RELATED RHEA INVESTMENT HOLDINGS SERIES FOUND IN SEC RECORDS: Rhea Nugreen II | Rhea Nugreen IV | Rhea OS I and other possible series.
UNDERLYING OS I INVESTMENT: Not identified in the public Form D reviewed.
IMPORTANT SERIES NOTE: Earlier Rhea Nugreen filings support the conclusion that Rhea Investment Holdings LLC is used as a recurring series platform. They do not establish that Nugreen and OS I own the same assets or follow identical economics.
IMPORTANT EXPENSE NOTE: $12,260 represents disclosed organizational and operating expenses under Item 16, approximately 2.4% of the $513K offering. It should not be assumed to represent all management, administrative, legal or performance fees.
INDEPENDENT VERIFICATION NOTE: SEC EDGAR directly confirms the issuer, Rhea Management LLC, Maxwell Pluss, Rule 506(b), Section 3(c)(1), $513K full subscription and 12 investors. Rhea's official website independently confirms the same Los Angeles address, Max Pluss leadership and broader strategy. SEC IAPD independently confirms the Rhea Capital Management / Rhea Management exempt-reporting-adviser identity.
PRIMARY SOURCES: SEC EDGAR Form D, Accession No. 0002146422-26-000001; Rhea Capital Management official website and disclosures; SEC IAPD adviser profile for Rhea Capital Management; SEC Form D records for earlier Rhea Investment Holdings series.
Form D is an exempt-offering notice and is not an SEC-issued certificate, approval or endorsement.