Management to Evaluate Corporate Governance, Financial Reporting, Financing Alternatives, Institutional Accessibility and Market Eligibility Requirements as Part of the Company's Long-Term Growth Strategy Following the Acquisition of 4BiddenKnowledge Inc
Bell Rose Capital Inc. (OTCID: BELR) (“Bell Rose Capital” or the “Company”), the parent company of 4BiddenKnowledge Inc., today announced the launch of a Capital Markets Advancement Initiative, a comprehensive internal review and development program focused on the corporate, financial, governance, reporting and capital-markets infrastructure that management believes will be relevant to the Company's next phase of corporate development.
The initiative is intended to allow management to systematically assess the areas that would be material if the Company were, at some point in the future, to evaluate and pursue qualification for a higher-tier market or a national securities exchange.
WHY THE COMPANY IS UNDERTAKING THIS INITIATIVE
Management believes that a company seeking access to larger capital sources, institutional investors, strategic acquisitions, international markets and potentially more senior trading venues must first have an appropriate corporate and capital-markets foundation in place. The requirements associated with such objectives are interconnected: governance standards inform audit and reporting readiness; reporting quality informs institutional accessibility; capitalization and public float inform financing alternatives and market eligibility; and each of these, in turn, informs the Company's practical capacity to fund and execute acquisitions.
Rather than address these areas reactively or in isolation, management has elected to evaluate them as a single coordinated program. The areas under review include, among others, corporate governance and board composition, including independent-director considerations; audit, financial-reporting and internal-control standards; public-company reporting infrastructure; investor-relations practices and institutional-investor accessibility; capital formation, financing alternatives and acquisition financing; market liquidity, public float and shareholder composition; securities-law compliance and applicable market eligibility requirements; corporate transparency; and long-term balance-sheet development.
EVOLUTION FOLLOWING THE 4BIDDENKNOWLEDGE ACQUISITION
Bell Rose Capital's operating profile has changed substantially following its acquisition of 4BiddenKnowledge Inc. The acquisition brought the Company into a broader operating ecosystem spanning media and streaming, podcasts, education, intellectual property, digital content, experiential travel, technology, publishing, consumer products, original productions and international expansion.
Management believes that a public company's capital-markets infrastructure should evolve alongside the operating business it represents. The legacy public-market structure through which Bell Rose Capital trades today was established for a materially different enterprise than the one management is now building. This initiative reflects the natural corporate-development work that follows a transformational acquisition, rather than any assessment of the Company's historical structure or prior stewardship.
LONG-TERM MARKET ADVANCEMENT OBJECTIVE
Management's long-term objective is to position Bell Rose Capital so that it may, at an appropriate time, evaluate and — if the Board determines it to be in the interest of the Company and its shareholders — pursue qualification for a higher-tier OTC market or a national securities exchange, subject in each case to applicable eligibility requirements.
Eligibility for more senior trading markets typically involves multiple quantitative and qualitative requirements, which may include financial thresholds, public-float criteria, governance and independent-director standards, audit and reporting requirements, and the review and approval of the applicable market or exchange and, where relevant, regulatory authorities. Requirements differ among markets and are subject to change.
GOVERNANCE, REPORTING AND FINANCIAL CONTROLS
Corporate governance is a substantial component of the initiative. Management is evaluating the governance infrastructure that would be appropriate for a more mature public company, including board development and composition, the potential addition of independent directors, the formation of board committees where and when appropriate, financial oversight practices, internal controls over financial reporting, compliance functions, reporting systems, audit preparedness, shareholder communications and investor-relations standards.
Management believes that governance and reporting quality are frequently underweighted by smaller public companies and are among the more durable determinants of an issuer's ability to access institutional capital over time. The Company intends to treat this work as foundational rather than procedural.
INSTITUTIONAL ACCESSIBILITY AND FINANCING STRATEGY
Management believes that a more developed capital-markets structure may, over time, make Bell Rose Capital accessible to a broader universe of market participants than its current structure permits. The categories of participants management intends to consider in its planning include institutional investors, family offices, strategic investors, accredited investors, investment funds, investment banks, equity research providers, market makers and international investors.
References to these categories describe management's positioning objectives and its assessment of accessibility. They do not reflect any commitment, agreement, indication of interest or understanding with any investor, bank, research provider or market maker, and no such party has agreed to invest in, finance, cover or make a market in the Company's securities.
ACQUISITION AND GROWTH-CAPITAL IMPLICATIONS
Management believes that stronger capital-markets infrastructure could, over time, support the Company's broader corporate objectives. In the media and streaming segment, those objectives may include expanding original programming, developing intellectual property associated with the 4BiddenKnowledge brand and its principals, evaluating acquisitions of streaming channels or media assets, expanding podcast operations and building proprietary content libraries. More broadly, management expects to continue evaluating complementary acquisitions across media, technology, education, streaming, content and intellectual property.
The Company's capacity to pursue any such transaction depends on access to capital, and access to capital depends in part on the infrastructure this initiative is intended to assess and strengthen. None of the objectives described in this section has been agreed, committed to, financed or completed, and no assurance can be given that any of them will be pursued or achieved.
INTERNATIONAL VISIBILITY AND POTENTIAL CROSS-LISTING EVALUATION
As a further component of its long-term capital-markets strategy, management intends to evaluate whether additional domestic or international trading venues may eventually be appropriate for the Company. Any such evaluation would consider eligibility, regulatory and compliance requirements, cost, administrative burden, strategic value and prospective shareholder benefit.
The Company has not initiated, applied for or agreed to any cross-listing, and this statement should not be interpreted as an indication that a cross-listing is planned or imminent. Management's broader interest in international market visibility, international distribution and international investor awareness is likewise an objective under evaluation rather than a program under way.
MANAGEMENT COMMENTARY
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“Our operating business has evolved, and our public-company infrastructure has to evolve with it. Following the 4BiddenKnowledge acquisition, we are running a media, content, education and experiential business with real intellectual property and a global audience — and we are running it inside a public-company structure that was built for something else. This initiative is about looking beyond short-term trading considerations and doing the unglamorous work: governance, reporting, controls, audit readiness, investor-relations infrastructure. Those are the things that determine whether a company can fund expansion, complete acquisitions, attract institutional capital and be taken seriously in international markets. We would rather do that work deliberately and in the right order than talk about ambitions we have not yet earned.” — Billy Carson, President, Bell Rose Capital Inc. |
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“Uplisting is not something a management team can declare. Any higher market has standards, and those standards exist precisely so that qualification means something. The objective is not simply to announce an uplisting ambition — the objective is to build a company capable of qualifying for one. That means working through the requirements systematically and being honest with our shareholders about where we are in that process, including where we do not yet meet a standard. We are at the beginning of that work, not the end of it.” — Xavier Mitchell, Vice President, Bell Rose Capital Inc. |
ELIGIBILITY MUST BE EARNED
The Company wishes to be explicit with shareholders regarding the nature of this announcement. The Capital Markets Advancement Initiative is a strategic and operational program. It is not an uplisting, an application for uplisting, or a representation that the Company currently satisfies the requirements of any higher-tier market or national securities exchange. Qualification for any such market requires satisfying standards that the Company does not presently represent that it meets. Management intends to work through those requirements methodically, and expects that doing so will take time.
NEAR-TERM NEXT STEPS
In the near term, management expects to evaluate or advance work in the following areas. The Company is not providing a timetable for this work, and the sequence and scope may change as the review progresses:
• Corporate governance and board development
• Financial reporting practices and audit readiness
• Internal controls and compliance infrastructure
• Financing strategy and capital-formation alternatives
• Investor-relations infrastructure and shareholder communications
• Market eligibility requirements and applicable standards
• Institutional and strategic-investor outreach
• Evaluation of potential strategic acquisitions
• Assessment of international market opportunities
The Company will provide updates as and when management determines that developments are material and appropriate for disclosure.
ABOUT BELL ROSE CAPITAL INC.
Bell Rose Capital Inc. (OTCID: BELR) is a publicly traded holding company and the parent of 4BiddenKnowledge Inc. The Company's operations span media, streaming, digital content, education, publishing, intellectual property and experiential travel. Bell Rose Capital pursues growth through the development of its existing operating assets and the evaluation of complementary acquisitions. [ADDITIONAL APPROVED LANGUAGE — WEBSITE URL]
ABOUT 4BIDDENKNOWLEDGE INC.
4BiddenKnowledge Inc., a wholly owned subsidiary of Bell Rose Capital Inc., is a media and education company founded by Billy Carson. The company produces original programming, podcasts, digital courses, publications and experiential travel programs focused on ancient civilizations, science and consciousness, and maintains a global audience across its streaming and social platforms. [ADDITIONAL APPROVED LANGUAGE — WEBSITE URL — AUDIENCE FIGURES REQUIRE VERIFICATION]
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
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