BTech Holdings Limited

Each bStock is issued via its own prospectus by Btech Holdings Ltd, an SPV incorporated in the Abu Dhabi Global Market (ADGM), wholly owned by Binance Holdings (IE) Limited (Ireland); ultimate beneficial owner is Changpeng Zhao. The Issuer is newly incorporated (17 April 2026), has no independent revenue, and is funded entirely by an intra-group revolving loan from Binance NCCL — the issuer's own prospectus rates this dependency a 'High' risk. Certificates are 'Certificates over Shares' (a beneficial-interest structure), not common shares.

No shareholder voting rights and no other direct rights against the underlying issuer. Holders explicitly cannot participate in proxy voting, lend the shares for a fee, or receive dividends/corporate actions directly — all such economics flow through the Certificate structure instead.

Cash dividends received on the underlying are reinvested into additional shares, net of a 30% US withholding tax, reflected as a proportional increase to the Certificate's on-chain 'Multiplier'. Holders never receive cash dividends directly.

On-chain rebasing via a 'Multiplier' — the same mechanism name and design as xStocks: adjusts for dividend reinvestment, stock splits and reverse splits. The Issuer's own risk factors note that Multiplier-activation errors, timing delays, or an inability to make elections available to direct holders (e.g. choosing cash vs. securities) can cause Certificate holders to receive less value than a direct shareholder would.

Underlying shares held by Alpaca Securities LLC (SEC-registered, FINRA-member US broker-dealer) in the Issuer's Segregated Custody Account. Binance NCCL (Nest Clearing and Custody Limited, ADGM-incorporated) acts as Central Securities Depository (CSD), maintaining the definitive record of Certificate title, and separately as Recognised Clearing House (RCH) for trade settlement.

A bStocks-specific Proof of Collateral page exists directly on Binance's own domain (binance.com/en/proof-of-collateral/bstocks) — distinct from Binance's unrelated generic B-Tokens collateral page, which explicitly disclaims covering bStocks. Its live collateral figure could not be reliably read via automated fetch (the page appears to render figures client-side); third-party reporting cites approximately $678M in outstanding bStocks value as of Sept 6, 2026, up from $334M on July 16, 2026.

A Redemption Order (routed only through Nest Trading Limited, the regulated ADGM Minting/Redemption Agent) causes the Issuer to instruct Alpaca to transfer the corresponding Share out of the Issuer's Segregated Custody Account into the redeeming holder's sub-account within the 'NTL Omnibus Account'. IMPORTANT NUANCE: the prospectus explicitly states these sub-accounts are 'technology-based recordkeeping mechanisms only' and 'do not constitute customer accounts opened by Alpaca in the name of any individual user' — so redemption gets a beneficial interest recorded in an omnibus structure, not a share registered in the holder's own name at a broker.

Primary-market subscription is limited to 'Eligible ADGM Subscribers' (KYC'd, located in ADGM, non-US-person under Reg S). Secondary-market purchase requires being an 'Eligible Secondary Investor' (KYC'd via Binance Platform, non-US-person) and NOT resident in a long list of 'Restricted Jurisdictions' that — notably — includes the UK, most of the EU (Germany, France, Ireland, Italy, Netherlands, etc.), Japan, Hong Kong, New Zealand, and the US and its territories.

BNB Chain exclusively, as of the prospectus date — the issuer's own prospectus states Certificates are issued and recorded 'exclusively on the BNB Chain blockchain.'

No fees currently charged: the Issuer's own prospectus states explicitly 'there are no expenses charged by the Issuer or on the Issuer's behalf,' 'no redemption fee is currently applicable,' and no regulatory clearing fees are charged to Certificate holders directly. A 30% US withholding tax applies to dividends before reinvestment (not an issuer fee), and residual sub-8-decimal fractions are kept by the Issuer with no fee charged for that residual. The prospectus reserves the right to change this, with updates to be published on the issuer's own site (bstocks.finance). Marketing pages (bnbchain.org, bstocks.finance) separately advertise 'zero conversion fees' / '0 fees,' consistent with the prospectus.

SPV audit performed by Crowe Mak LLP, per the issuer's own ADGM-filed prospectus, which discloses an estimated Year-1 SPV audit fee of $96,750 as part of total estimated Year-1 issuer costs of $2,991,750 — funded entirely via the Binance NCCL revolving loan facility, consistent with the SPV's by-design ~$0 profit model (Directors: Heina Chen, Dr. Alban Olivier Salord).