Company completes reconciliation and personalized statement distribution for former 4biddenknowledge Inc. shareholders, and implements a dedicated confirmation, discrepancy-management and Investor Relations case-tracking infrastructure for ongoing shareholder administration
Bell Rose Capital Inc. (OTCID: BELR) (the “Company” or “BELR” or “Bell Rose”) today announced that it has completed the initial shareholder communication and statement-distribution phase associated with the Company’s transaction involving 4biddenknowledge Inc. (“4BK”).
A total of 4,757 personalized shareholder statements have been distributed by email to the shareholders included in the Company’s reconciled distribution records. Each statement identifies the shareholder’s previously recorded 4BK common-share position and the corresponding beneficial ownership position in the 4BK Preferred Stock reflected in the Company’s records. The distribution completes the Company’s initial shareholder reconciliation and notification phase.
Concurrent with the distribution, Bell Rose has implemented a dedicated digital shareholder-response and case-management infrastructure designed to record receipt confirmations, intake and track reported discrepancies, collect supporting documentation, and manage follow-up inquiries through a documented Investor Relations workflow.
A NOTE ON TIMING
Management recognizes that shareholders have been waiting for clear information regarding their 4BK holdings, and that the wait has been longer than shareholders reasonably expected. The Company apologizes for the time this process has taken.
Completing the work required reconciling shareholder records across multiple source files, generating individualized statements, using the Company’s existing transfer agent and custodial records, and building the response and case-management infrastructure necessary to handle thousands of individual shareholder communications systematically rather than informally. Management believes that distributing statements without a corresponding system to receive, track and resolve shareholder responses would have created further confusion. The Company appreciates its shareholders’ patience while that work was completed.
WHAT EACH SHAREHOLDER RECEIVED
Each shareholder in the distribution file received a personalized 4BK Preferred Beneficial Ownership Statement by email. The communication identifies, as reflected in the Company’s reconciled records:
• Shareholder name
• A unique shareholder identification number
• Previously recorded 4biddenknowledge common shares
• Corresponding 4BK Preferred shares beneficially owned
• The 1-for-1 relationship applied between reconciled prior 4BK common shares and 4BK Preferred shares
• Record holder and custodial information
• Personalized shareholder response links
• The shareholder’s individual statement as a PDF attachment
These statements are provided for shareholder information and recordkeeping purposes. The personalized statement is not a stock certificate and is not a transferable instrument. Official corporate, custodial and transfer-agent records remain controlling in all cases.
UNDERSTANDING THE OWNERSHIP STRUCTURE
Shareholders reviewing their statements will note that the document describes beneficial ownership rather than presenting an individual physical certificate. The reason is structural.
4biddenknowledge Inc. serves as custodian and record holder of the 4BK Preferred Stock. The Company’s records identify the corresponding beneficial ownership interests attributable to former 4BK common shareholders. The preferred securities were issued in book-entry form to 4biddenknowledge Inc. through the Company’s current transfer-agent rather than as individually issued physical certificates to the shareholders.
This arrangement is common in modern corporate recordkeeping and permits the Company to maintain a single reconciled ledger of beneficial interests. It does not diminish the beneficial position reflected in a shareholder’s statement. As noted above, in any question of record, the Company’s official corporate, custodial and transfer-agent records govern.
THE 1-FOR-1 RECONCILIATION RELATIONSHIP
The shareholder reconciliation applied a 1-for-1 relationship: one reconciled former 4BK common share corresponds to one 4BK Preferred share beneficially allocated to that shareholder.
By way of illustration, a shareholder whose reconciled records reflected 500 previously recorded 4BK common shares would receive a statement reflecting 500 corresponding 4BK Preferred shares beneficially owned.
Management wishes to be direct about a point of frequent confusion. The number of 4BK Preferred shares reflected on a shareholder’s statement is a separate concept from the market price of BELR common stock. A shareholder’s original investment amount should not be divided by BELR’s current trading price to estimate a position, and the preferred-share quantity on a statement should not be read as a dollar value expressed in BELR common stock.
The 4BK Preferred Stock is governed by its established rights, preferences, restrictions and conversion provisions as set forth in the Company’s Articles of Amendment for the 4BK Preferred Stock, filed as a supplemental disclosure with OTC Markets Group and available for shareholder review at https://www.otcmarkets.com/file/company/financial-report/559076/content, and summarized in the “How the 4BK Preferred Stock Converts” section below. Stated value, beneficial ownership quantity, and the number of BELR common shares ultimately issuable on conversion are distinct concepts, and none of them should be estimated from the current trading price of BELR common stock.
WHAT SHAREHOLDERS SHOULD DO
Each shareholder email contains two personalized buttons.
CONFIRM RECEIPT
Shareholders who have received and reviewed their statement and do not presently need to report a discrepancy should click CONFIRM RECEIPT. This records in the Company’s system that the shareholder received and reviewed the statement.
Confirming receipt is an acknowledgment of receipt and review only. It does not require a shareholder to waive any rights, and it does not constitute agreement that every underlying record is necessarily correct.
REPORT A DISCREPANCY
Shareholders who believe information in their statement is incorrect should click REPORT A DISCREPANCY. Common examples include:
• An incorrect share balance
• An incorrect shareholder name
• Outdated email or contact information
• Shares believed to be missing from the reconciled record
• Other record discrepancies
The discrepancy form allows shareholders to describe the issue and, where applicable, submit supporting documentation for review.
A SHAREHOLDER ADMINISTRATION SYSTEM, NOT A MASS EMAIL
The distribution was executed through a purpose-built shareholder administration system rather than a generic email campaign. Components include:
• Individualized shareholder statements generated from reconciled records
• Unique shareholder identification numbers
• Individualized confirmation links
• Individualized discrepancy-reporting links
• Electronic receipt confirmation capture
• Centralized discrepancy tracking
• Supporting-document collection and retention
• Investor Relations case management
• Internal case notes and audit trail
• Case statuses including Open, Under Review, Waiting on Shareholder and Resolved
• Delivery records and message tracking
• Defined escalation procedures for cases requiring corporate-record review
Management believes this infrastructure provides the Company with an organized and auditable process for administering shareholder inquiries on an ongoing basis.
DISTRIBUTION STATUS
All 4,757 shareholder statement emails included in the Company’s distribution file have been processed and transmitted through the distribution system.
The Company notes an important distinction: transmission through the distribution system is not the same as confirmed final inbox delivery. Individual messages may be filtered, deferred, bounced or otherwise not delivered by receiving mail systems for reasons outside the Company’s control. The Company is monitoring delivery records and will research returned or undeliverable communications where appropriate.
DID NOT RECEIVE YOUR STATEMENT?
Shareholders who have not located their statement should first check spam, junk, promotions and any other filtered email folders, including any secondary email addresses previously used with 4biddenknowledge.
Shareholders who still cannot locate the communication should contact:
shareholders@bellrosecapitalinc.com
Where available, please include:
• Full legal name
• Email address previously used with 4biddenknowledge
• Approximate date or dates of investment
• Any available supporting documentation
For their own protection, shareholders should not post private ownership information, account details or personal identifying information publicly on social media.
NEXT PHASE: SHAREHOLDER RECONCILIATION AND RESOLUTION
Bell Rose is now transitioning from the distribution phase into the continuing shareholder-administration phase. Management and Investor Relations will:
• Monitor receipt confirmations
• Review discrepancy submissions
• Compare submitted claims against Company and custodial records
• Review supporting documentation provided by shareholders
• Communicate with shareholders where additional information is required
• Escalate cases requiring record corrections or corporate approval
• Document resolutions within the case-management system
• Research returned or undeliverable communications where appropriate
• Continue maintaining an auditable shareholder record
Shareholders should understand that Investor Relations personnel do not independently alter ownership balances solely because a discrepancy has been submitted. Any change requiring modification of official shareholder records must proceed through the Company’s applicable review and authorization process, including transfer-agent and custodial verification where required.
HOW THE 4BK PREFERRED STOCK CONVERTS
The 4BK Preferred Stock does not convert at the Company’s discretion or on a date the Company selects. Conversion is automatic and mandatory under the terms of the Articles of Amendment, and no holder may defer, delay, prevent, or otherwise modify the automatic conversion.
Automatic conversion occurs on the earliest of: (a) two (2) years from the date of issuance if the Company is a non-reporting issuer, or (b) six (6) months from the date of issuance if the Company is a reporting issuer under the Securities Exchange Act of 1934.
Each share of 4BK Preferred Stock has a stated value of $2.75 per share for purposes of conversion, liquidation preference, and any other calculation under the Articles of Amendment.
At the mandatory conversion date, the conversion price used to calculate the number of BELR common shares issued is the lowest traded price of BELR common stock during the three (3) trading days immediately preceding the conversion date, multiplied by 0.35 — a 65% discount to that market price. The number of BELR common shares issuable to a holder equals $2.75 divided by the conversion price, multiplied by the number of 4BK Preferred shares being converted. No fractional shares will be issued; any fractional entitlement is rounded up to the nearest whole share.
The 4BK Preferred Stock ranks senior to BELR common stock, junior to the Company’s Convertible Minerva Preferred Stock, has no voting rights except as required by Wyoming law, and is non-dividend-bearing unless otherwise declared by the Board. The full Articles of Amendment is available for shareholder review at https://www.otcmarkets.com/file/company/financial-report/559076/content.
IMPORTANT CLARIFICATION REGARDING FUTURE CONVERSION
Receipt of a shareholder statement does not mean that a conversion into freely tradable BELR common shares has occurred.
The 4BK Preferred Stock remains subject to its established rights, preferences, restrictions and conversion provisions, and to applicable federal and state securities laws, including any applicable holding period, registration or exemption requirements.
Shareholders are not being asked to take any additional action concerning future conversion mechanics at this time unless specifically contacted by the Company through its official channels.
As described above, conversion of the 4BK Preferred Stock is automatic and occurs on a fixed timeline set by the Articles of Amendment. The Company makes no representation regarding the number of BELR common shares that will be issuable upon conversion, the resulting dilutive effect on BELR common stock, immediate liquidity, free tradability, any specific BELR share price or any guaranteed market value.
MANAGEMENT COMMENTARY
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“Our shareholders asked a reasonable question — what do I actually own — and they waited longer than they should have for a clear answer,” said Dr. Xavier Mitchell Vice President of Bell Rose Capital Inc. “Completing the distribution matters. But sending 4,757 emails would not have been an answer by itself. What was equally important was building something capable of documenting each individual position, recording confirmations, capturing discrepancies with supporting documentation, and carrying each case through to a documented resolution. That is the system we now have in place. With the initial distribution complete, our focus moves to working through individual shareholder cases and maintaining clear, consistent communication with our shareholder base.” |
WHY THIS INFRASTRUCTURE MATTERS
Management believes that disciplined shareholder communications, accurate corporate recordkeeping, defined Investor Relations procedures, sound governance and disclosure practices, coordinated transfer-agent processes, responsive shareholder servicing, and auditable records are core components of public-company infrastructure — and that developing them is part of the Company’s ongoing maturation as a public issuer.
DUPLICATE OR MULTIPLE SUBMISSIONS
Some shareholders may submit more than one discrepancy report. Where that occurs, the Company’s Investor Relations team may consolidate or review related submissions together while preserving the record of each communication received. Submitting an additional report will not cause an earlier submission to be discarded.
SHAREHOLDER SECURITY NOTICE
Legitimate Company communications regarding this process originate through official Bell Rose channels, including the shareholders@bellrosecapitalinc.com address.
Shareholders should not provide passwords, brokerage login credentials, private keys, wallet seed phrases or payment information to any person claiming that such items are necessary to receive or validate a shareholder statement.
The Company is not asking shareholders to pay any money to confirm receipt of an ownership statement. Shareholders who receive a suspicious solicitation are encouraged to report it to shareholders@bellrosecapitalinc.com.
SHAREHOLDER QUESTIONS
Did Bell Rose send all shareholder statements?
Yes. All 4,757 records in the Company’s distribution file have been processed and transmitted.
What if my statement appears incorrect?
Use the personalized REPORT A DISCREPANCY button in your email and include supporting documentation where available.
What if my statement appears correct?
Use the personalized CONFIRM RECEIPT button.
What if I never received an email?
Check spam, junk, promotions and filtered folders, including alternate addresses. If you still cannot locate it, contact shareholders@bellrosecapitalinc.com.
Does confirming receipt waive my ability to raise a disagreement later?
No. It acknowledges receipt and review of the statement.
Are my preferred shares now freely tradable BELR common shares?
No. The 4BK Preferred Stock remains subject to its governing terms and to applicable securities laws.
INVESTOR RELATIONS CONTACT
Bell Rose Capital Inc. — Shareholder Relations
shareholders@bellrosecapitalinc.com
ABOUT BELL ROSE CAPITAL INC.
Bell Rose Capital Inc. (OTCID: BELR) is a publicly quoted Wyoming holding company whose holdings include 4biddenknowledge Inc. The Company’s focus includes the development and administration of its operating subsidiaries and the ongoing development of its public-company infrastructure, including shareholder communications, corporate recordkeeping and Investor Relations practices. [INSERT APPROVED BELR BOILERPLATE — must match language used in prior Company disclosures.]
ABOUT 4BIDDENKNOWLEDGE INC.
4biddenknowledge Inc. is a media and education company founded by Billy Carson, operating across digital content, streaming and original programming, educational offerings, live and experiential events, and related intellectual property.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements include, without limitation, statements regarding the Capital Markets Advancement Initiative; management's long-term objective of evaluating or pursuing qualification for a higher-tier market or national securities exchange; any potential uplisting or cross-listing; financing, capital formation and acquisition-financing alternatives; institutional-investor accessibility and participation; potential acquisitions and strategic transactions; governance, board, audit, internal-control and reporting improvements; media, streaming, content and intellectual-property development and expansion; strategic partnerships; international expansion and international investor awareness; and the Company's future operations, revenue, profitability and prospects generally.
Forward-looking statements are based on management's current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Without limiting the foregoing: no uplisting has been applied for, approved or scheduled, and none is guaranteed; no market or exchange has approved the Company for listing or qualification; the Company may not satisfy applicable eligibility requirements, and such requirements may change; management's strategic objectives may change or be abandoned; capital-markets conditions, the Company's financial condition and the availability of financing may affect the feasibility and timing of any initiative described herein; and the initiatives described herein may not result in any transaction, financing, listing, revenue, earnings or profitability. Statements regarding categories of prospective investors, banks, research providers or market makers describe management's objectives only and do not reflect any commitment or understanding with any such party.
Additional risks are described in the Company's filings and disclosures made available through OTC Markets Group and, where applicable, the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
INVESTOR RELATIONS CONTACT
IR@bellrosecapitalinc.com