Legal Entities Structuring, New Offices, New Partners, Last Anchor Capital Round, SEC Forms.
Hello.
I would like to provide a brief update on several administrative matters.
Team Announcement
We expect to announce three appointments within the next one to two weeks: chief financial officers for our U.S. and Japan offices and the Group’s chairman. These professionals bring extensive experience in portfolio management at Saudi sovereign wealth funds, multinational operations in Japan, and mergers and acquisitions in U.S. markets. We have known each of them for several months and have developed considerable confidence in their ability to serve in these key positions. We will announce their names and professional backgrounds once their contracts have been finalized.
In addition to these appointments, we intend to engage two financial institutions for outsourced back- and middle-office services, as well as a business management firm. MUFG and UBS are currently our leading candidates. We expect to confirm the selected firms by the end of this month.
New Office Addresses
Since operations were suspended during the Group’s internal restructuring in January, our team has worked primarily remotely, with mail handled through registered-agent offices in New York and Tokyo. As we prepare to resume operations, we are acquiring properties in New York City and Tokyo to serve as our headquarters. We also expect to lease small offices in commercial buildings for mail-handling and reception services during the first one to two years. We expect to announce the new addresses by the end of this year.
Last LP Round
Over the next two to three weeks, we plan to reconnect with a small number of strategic limited partners (LPs) regarding a final anchor-capital round for our bridge fund, ahead of the planned debt syndication. Offering details will be provided to prospective investors and made available through our investor relations website. We expect the round to conclude before December.
SEC Forms
We plan to submit Form ADV to the U.S. Securities and Exchange Commission (SEC) as early as next month, once the team and vendor appointments have been finalized. We also expect to submit Forms 8-K and 10-12G by November 10, 2026. In addition, we intend to pursue any necessary authorizations in the United Kingdom and begin preliminary discussions with regulators in other jurisdictions concerning our planned capital-raising and M&A activities. Given the complexity of the Group’s structure, we intend to retain a compliance firm to assist with these filings.
Legal Entities Structure
The Group has not conducted operations since the beginning of the year because of the restructuring. Current revenue relates to the general partner’s personal investment portfolios, which are being transferred to the Group’s balance sheet. Our existing legal entities are located in South Africa, the British Virgin Islands, and Delaware. The Delaware entity is our oldest, having been registered in 2024 for the consumer holding company rather than the Group as a whole; it has remained dormant since formation. We have used that entity for SEC filings, but an outstanding administrative matter must be resolved before it can be formally closed. The matter remains unresolved while we finalize several internal decisions, which we expect to complete by the end of December. The entity remains active and legally registered. The outstanding issue is a modest unpaid administrative fee, which we intend to settle promptly.
The Group’s planned legal-entity structure is set out below. We expect registrations to begin in the coming days and to be completed by January or February 2027. Investors may verify the entities through the relevant government registries or request applicable incorporation or formation documents directly from us.
- KINTSUGI HOLDINGS REVOCABLE TRUST (Nevada) (Ultimate Beneficiary)
- KIKI INAVOAR HOLDINGS REVOCABLE TRUST (Nevada) (Ultimate Beneficiary)
- SAINT-LAMAS & CO Ltd. (British Virgin Islands) (Beneficiary Management)
- THE NEXROC GROUP LLC (Delaware) (Parent Company)
- BCKD MANAGEMENT GROUP LLC (Delaware) (General Partner)
- NEXROC PARTNERS VOTING TRUST (Delaware) (Voting Trust)
- SVCV INC (Delaware) (Consumer Holding Entity)
- NEXROC INC (Delaware) (Asset Management Holding Entity)
- THE GOGOPAPA COMPANY INC (Delaware) (Entertainment Holding Entity)
- THE NEXLIFE GROUP INC (Delaware) (Insurance Holding Entity)
- SVCV GOGOPAPA IP MANAGEMENT GROUP GMBH (Germany) (Intellectual Property Holding Entity)
- NEXROC TECH MANAGEMENT LIMITED (Ireland) (Technology Holding Entity)
- THE NEXROC GROUP PTE. LTD. (Singapore) (Local Representative Entity)
- THE NEXROC GROUP CO., LTD. (Korea) (Local Representative Entity)
- THE NEXROC GROUP K.K. (Japan) (Local Representative Entity)
- THE NEXROC GROUP LIMITED (Hong Kong) (Local Representative Entity)
- THE NEXROC GROUP PRIVATE LIMITED (India) (Local Representative Entity)
- THE NEXROC GROUP S.A. (Brazil) (Local Representative Entity)
- BREIN TECHNOLOGIES AND INTELLIGENCE LLP (Texas) (Legal Management Entity)
Thank you.
