$bMovies ProspectusOn-chain shares in bMovies LTD — Seed equity raise, $110,000 for 10%

Document version 2 (draft) · Updated 2026-04-25

1. Purpose of this document

This prospectus sets out, in plain English, what the $bMovies platform token is, how it is issued, what right it gives the holder, what risks it carries, and how the offering relates to UK financial services law. It is intended to be read by a prospective buyer before committing any money. The Issuer's view is that an informed buyer is a better buyer, and that failing to disclose the actual mechanics and the actual risks is worse than over-disclosing them.

2. Key facts

3. What $bMovies is

$bMovies is a single asset class issued as a BSV-21 token on the Bitcoin SV blockchain. One billion shares were minted on 2026-04-14. Every share is identical and interchangeable with every other share.

Each $bMovies share entitles the holder to a proportional claim on the bMovies platform royalty pool. The pool is sourced from a 1% platform fee that bMovies retains on every production commissioned through the site. When a film sells a ticket, 1% of that ticket's value flows into the platform pool; the pool is then distributed pro-rata to $bMovies holders.

Example: if the Platform ships 100 films over a year, each film retains 1% of its royalty supply for the $bMovies pool. A $bMovies holder with 1% of the supply receives roughly 1% of the platform pool. Actual returns depend on ticket volume, cascade splits on derivative works, and any operational deductions described in clause 8.

4. Legal characterisation: $bMovies is private-company equity

$bMovies tokens are shares in bMovies LTD, a UK private limited company. They are the on-chain equivalent of entries in the company's register of members (Companies Act 2006, Part 8). They are not a tradable security on a public market, a unit in a collective investment scheme, an e-money token, or an exchange token. Each share carries the rights set out in the company's Articles of Association: a pro-rata share of dividends (when declared), one vote per share at AGMs and EGMs, and a pro-rata claim on the residual assets in a winding-up.

The legal regime that applies is therefore UK company law (Companies Act 2006), not the same retail-promotion regime that applies to tradeable cryptoassets or to publicly-offered securities. Specifically:

• Offers are gated by identity verification. Every buyer must complete KYC with bMovies LTD before any share is issued. Recipient KYC is also a condition of every approved transfer.
• Offers are restricted to qualifying buyers. The offering is structured as a private placement under exemptions to the FSMA financial-promotion regime — typically the High Net Worth Individual or Sophisticated Investor exemptions (FPO Articles 48–50A), or the small-private-company-shares exemption where applicable. Buyers self-certify on signup and the Platform may decline residents of jurisdictions where the offer would be unlawful.
• Transfers are subject to director approval under the Articles of Association. Like all UK private-company shares by default, $bMovies cannot be transferred without the company's consent. The on-chain 2-of-2 multisig template implements this rule mechanically — a transfer attempt that lacks the company's transfer-agent signature does not validate at network level.
• The Issuer's view that this is a private-company-share offering rather than a regulated cryptoasset offering will be confirmed by FCA-experienced counsel before any sale is accepted. If counsel concludes a different regime applies, the offering will be restructured or paused before launch. Buyers should not rely on the position above as final until v3 of this prospectus is published with a solicitor sign-off.

5. Custody model: non-custodial holding, co-signed transfer

$bMovies shares are issued directly to a BSV address the buyer controls — either a BRC-100 wallet connected to the site (Metanet Client, Yours Wallet, HandCash, etc.) or a BSV address the buyer provided at signup. The Issuer does not hold the buyer's spending key, cannot move shares unilaterally, and cannot freeze or reissue them.

However, $bMovies are private-company shares and are subject to the company's transfer rules. To enforce those rules at the protocol level, every $bMovies output is locked under a 2-of-2 multisig: one signature from the holder, one signature from the bMovies LTD transfer-agent key. The holder's signature alone is necessary but not sufficient to spend; the company's co-signature is also required. The company's signature is given (or withheld) according to the policy described in Section 7 below — it is not used to seize or move shares.

Net effect: the company cannot take your shares (it has only one of the two required signatures); you cannot send your shares to an unapproved recipient (you have only one of the two required signatures). Both parties' agreement is required for a transfer to leave your address.

If you lose your wallet key, your shares cannot be moved by anyone — neither you nor the company — and the Issuer cannot reissue them. Treat your wallet backup with the same care you would treat a paper share certificate. The company will support a Companies-Act-compliant share-replacement procedure (statutory declaration, indemnity, and director resolution) if the address becomes permanently inaccessible, but this is a manual off-chain process governed by the Articles of Association, not an automatic recovery.

For the full custody disclosure, see Non-custodial disclosure.

6. Primary issuance and tranche schedule

The seed equity raise offers 10% of bMovies LTD (100,000,000 of the 1,000,000,000-token total supply) in 10 × 1% tranches at linearly escalating prices. The remaining 900,000,000 shares (90%) are retained by The Bitcoin Corporation Ltd as the parent shareholder. Future rounds drawn from this retained block (Series A, employee equity, strategic allocations) will require a supplementary prospectus and at least 30 days of advance written notice.

Tranches advance automatically: when a tranche fully fills, the price steps to the next level. Buyers are charged at the current tranche's price (or pro-rata if their purchase straddles a tranche boundary). The per-investor cap is 1% of the company (10,000,000 shares) for the lifetime of the investor's holding, regardless of how many transactions or tranches the holding is split across. Live tranche state is visible at /invest.html.

Primary issuance is conducted via the Platform only. No over-the-counter sales, no brokered offerings outside the FSMA exemptions described in Section 4, and no public secondary listing on any exchange.

7. How transfers work (the 2-of-2 process)

$bMovies are private-company shares. Transfers are subject to the company's Articles of Association and are enforced at the protocol level via a 2-of-2 multisig template on every $bMovies output. The full flow:

1. Request. The selling holder initiates a transfer via their /account dashboard, providing the recipient's BSV address, the number of shares, and (where required) the consideration. The recipient must already be KYC-verified with bMovies LTD.
2. Review. The bMovies LTD transfer-agent service checks that the recipient is KYC-verified, that the per-investor 1% cap would not be breached, that the recipient is not on any sanctions list, and that the transfer complies with any other policy in the Articles. In-policy transfers are auto-approved; out-of-policy transfers require explicit director sign-off via a board resolution.
3. Co-sign. If approved, the transfer-agent key co-signs the spend together with the holder's signature. The 2-of-2 multisig requires both signatures — without the company's co-signature the spend does not validate at network level.
4. Register update. The on-chain register reflects the new owner immediately on broadcast. The company's official register of members, filed with Companies House, is updated within 14 days as required by the Companies Act 2006 (s.113).

The auto-approval transfer-agent service is scheduled to ship in Phase 2. Until then, transfer requests are processed manually by the directors, typically within 5 working days. Refusals will be in writing and will state the policy ground for the refusal as required by the Articles.

7a. How ticket revenue becomes your dividend (Phase 2)

Each $bMovies share carries a pro-rata claim on the per-film royalty pool — 1% of every film's royalty supply is allocated to the $bMovies pool. The intended payout flow:

1. A viewer pays to stream a film. The payment lands in the Platform's collection account.
2. 1% of each payment is allocated to the $bMovies platform pool (the remaining 99% is distributed to the film's own shareholders subject to the IP cascade).
3. On a regular batch cycle (currently planned weekly), the pool is converted to $MNEE (a USD-denominated stablecoin on BSV) and distributed to $bMovies holders in a single on-chain transaction with one output per holder, proportional to holdings.
4. The holder sees the distribution land in their wallet and in their bmovies.online/account dividend history.

The distribution mechanism is under active development. Until the on-chain distribution path (described in the Runar covenant design) is live, ticket revenue accumulated between distribution batches may temporarily sit in the Operator's collection account. Under English law the Operator holds any such funds as a bailee and trustee for the benefit of $bMovies holders, subject to the limits described in the Non-custodial disclosure. The Operator will not commence primary issuance of $bMovies until either (a) the on-chain distribution path is operational or (b) an equivalent trust-law structure has been confirmed by regulated counsel.

8. Risks

9. Buyer eligibility

$bMovies is offered to individuals and entities who:

• Are at least 18 years of age.
• Have completed identity verification with the Platform's KYC provider.
• Are resident in a jurisdiction where such an offer is lawful.
• Understand and accept the risks described in this document.
• Can commit capital they are prepared to lose in full.

10. How to verify this document is current

The canonical version of this prospectus lives at https://bmovies.online/legal/platform-token-prospectus.html. Any document version older than the one published at that URL is superseded. Once a lawyer-reviewed edition is published, it will be marked with a "Reviewed by [firm name] on [date]" stamp above the draft warning, and the draft warning will be removed.

11. Contact

Questions, concerns, or requests for additional disclosure can be sent to online.bmovies@gmail.com. The Issuer commits to respond substantively within five working days.

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