BCCG — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-09-04

• To initially fund the Company’s Crowdfunding operations, the Company filed a registration statement on Form S-1, File No. 333-273760 (the “Registration Statement”) that was declared effective by the SEC on December 1, 2023, and during 2024, we only raised limited proceeds from the Registration State…

• We currently have no full-time employees and our Chief Executive Officer, who also serves as our Chief Financial Officer, as well as our Chief Operating Officer and Co-Chief Operating Officer, who primarily work remotely, may be considered to be part-time. Our CEO, CFO and COOs devote such time as t…

• Our principal executive offices are located at 110 East 59th Street, 23rd Floor, New York, NY 10022, and are leased from an unaffiliated third party for nominal rent on a month to month basis. Our telephone number is: (212) 324-3748.

Text removed vs the prior filing · source: 10-K · 2025-11-10

• The Company is seeking to raise gross proceeds of up to $20,000,000 from the sale of the Units pursuant to our registered IPO under a registration statement on Form S-1 that was declared effective by the SEC on December 1, 2023, not including an additional $25,000,000 if all of the Warrants were exe…

• On May 23, 2024, the Board of Directors of the Company approved the execution of a Letter of Intent with US Petrochemical Industries, Inc. (“US Petrochemical”), a privately owned company based in Houston, TX, a copy of which letter of intent was attached as Exhibit 99.1 to the Company’s Form 8-K fil…

• On August 28, 2024, the Company and US Petrochemical entered into a binding letter of intent, a copy of which was attached as Exhibit 99.2 to the Form 8-K/A filed on September 11, 2024, that provided for the execution of a definitive agreement for acquisition by the Company of US Petrochemical for c…

• Reference is made to the Company’s above-referenced Forms 8-K and 8-K/A filed with the Commission on May 29, 2024 and September 11, 2024, respectively, which are incorporated herein by reference.

• We currently have no full-time employees and our Chief Executive Officer, who also serves as our Chief Financial Officer, as well as our Chief Operating Officer, who primarily works remotely, may be considered to be part-time. Our CEO, CFO and COO devote such time as they deem reasonably necessary b…

Text added vs the prior filing · source: 10-K · 2026-09-04

• The Company’s unit offering under its registration statement is a “best effort offering,” and there can be no assurance regarding the amount of proceeds raised.

• We only have a very limited history and only limited business operations to date, principally related to start-up and formation of our Raisewise USA subsidiary’s operations as well as our subsidiaries in Sweden, Morocco and Brazil. We have submitted Raisewise USA’s application to FINRA, which applic…

• We are subject to extensive regulation and failure to comply with such regulation could have an adverse effect on our business. Further, our Raisewise USA subsidiary, upon being registered with FINRA will be a regulated entity subject to FINRA authority and potential fines and other penalties for re…

• Under our current structure, we believe we are not required to register as a broker-dealer under federal and state laws. Further, none of our officers or our chairman has previous experience in securities markets or regulations or has passed any related examinations or holds any accreditations. We c…

• However, if we were deemed by a relevant authority to be acting as a broker-dealer, we could be subject to a variety of penalties, including fines and rescission offers. Further, we may be required to register as a broker-dealer, which would increase our costs, especially our compliance costs. If in…

Text removed vs the prior filing · source: 10-K · 2025-11-10

• The Company’s IPO Offering this is a “best effort offering,” investors who invest initially will be subject to more risk than later investors.

• We only have a limited history and only limited business operations to date, principally related to start-up and formation of our Raisewise USA subsidiary as well as our subsidiaries in Sweden, Morocco and Brazil. We plan to resubmit a crowdfunding application with FINRA through its Funding Portal G…

• Until we receive the full due diligence disclosure from and assuming we are able to complete the acquisition of US Petrochemical, of which there can be no assurance because the binding letter of intent had an expiration date of January 31, 2025, we cannot at this time adequately disclose the “risk f…

• We are subject to extensive regulation and failure to comply with such regulation could have an adverse effect on our business. Further our subsidiary, Raisewise USA will be registered as a funding portal and regulated entities such as us are often subject to FINRA fines. In addition, some of the re…

• Under our current structure, we believe we are not required to register as a broker-dealer under federal and state laws. Further, none of our officers or our chairman has previous experience in securities markets or regulations or has passed any related examinations or holds any accreditations. We c…

Text added vs the prior filing · source: 10-K · 2026-09-04

• The Company owns wholly and majority owned subsidiaries that operate independently under the name Raisewise. We are establishing a portfolio of wholly and majority owned subsidiaries delivering crowdfunding services in the market. Raisewise USA is a Regulation C crowdfunding platform that intends to…

• The Company has yet to generate revenue from its operations from inception through the fiscal year ended May 31, 2026, or the interim period ended August 28, 2026. In order for the Company to maintain and expand its operations through the next 12 months, it may be required to: (i successfully raise …

• For the Company’s impairment assessment as of May 31, 2026, the Company compared the fair value less costs of disposal (FVLCD) to the carrying value of the goodwill and intangible assets. The approach involves multiplying the value of shares issued by the fully diluted shares. In both years, the FVL…

• The Company’s fair value accounting policies and critical estimates relate to complex financial instruments. Management applies to ASC 820’s fair value framework and hierarchy in determining fair value measurements. The Company’s financing instruments, warrants and convertible promissory notes are s…

• Consistent with these policies, the Company values warrants using the Black-Scholes option pricing model. This approach incorporates key assumptions such as expected volatility, risk-free interest rates, expected term, and dividend yield. The use of Black-Scholes provides a standardized methodology …

Text removed vs the prior filing · source: 10-K · 2025-11-10

• Blue Chip Capital Group, Inc., a Nevada corporation (the “Company”) owns subsidiaries that operate independently but are accretive to one another under the name Raisewise USA, Inc., a New York corporation. We are establishing a portfolio of wholly and majority owned subsidiaries delivering what we b…

• The Company has yet to generate revenue from its operations during the fiscal year ended May 31, 2025, nor through the three-month period ended August 31, 2025, and it has not had any revenue since inception November 27, 2019. In order for the Company to maintain and expand its operations through th…