Blue Chip Capital Group Inc.

Blue Chip Capital Group, Inc. operates in the crowdfunding industry, providing individual and entity investors with access to private market investment opportunities, including startups and private businesses ¹. The company is not limited to any specific business, industry, or geographical location and may participate in business ventures of any kind ². The Raisewise Crowdfunding platforms will operate as traditional crowdfunding platforms with debt, equity, rewards, and donations ³. The ceiling on money raises via crowdfunding platforms in the U.S. was formerly $1,070,000, until the upper limit was raised in October 2020 to USD $5,000,000 over a 12-month period ⁴. Each investor can find projects that fit their particular business and investor needs, from USD$1,000 projects up to USD $5,000,000 ⁵. The regulatory framework for online capital formation or crowdfunding is relatively new, with principal securities regulations under Regulation A and Regulation Crowdfunding in effect in their current form since 2015 and 2016, respectively ⁶.

The company's Raisewise subsidiaries intend to compete with established crowdfunding companies, including Fundopolis, Crowdfunz, Republic.co, Start Engine, GoFundMe, Indiegogo, and Askforfunding ⁷. These competitors are well established with longer operating histories and significant resources, which may adversely affect the company's ability to compete ⁸. With respect to offerings made under Regulation Crowdfunding, the company expects to compete with other intermediaries, including brokers and funding portals such as WeFunder, Next Seed, SeedInvest, Republic, and Micro Ventures ⁹. With respect to offerings under Regulation A, competitors include SeedInvest, Hambrecht, CrowdEngine, and Wefunder ¹⁰. With respect to offerings under Rule 506(c), or online offerings made under Regulation D, competitors include Crowdfunder, AngelList, EquityNet, SeedInvest, and FundersClub ¹¹.

The company's business model is to monetize the Raisewise Crowdfunding platforms by funding projects for individual and entity investors, thereby generating revenues and profits worldwide ¹². The company has developed proprietary source code designed to its needs, with the capacity to modify, adapt, transform, and improve its Crowdfunding platforms and adapt each platform to specific countries and markets ¹³. The company intends to develop an international web marketing agency to globalize its Crowdfunding network, subject to the success of its capital raising efforts ¹⁴. The company also hopes to monetize its Raisewise intellectual property through franchise contracts and White Labeling opportunities internationally ¹⁵.

The company has established Raisewise Crowdfunding subsidiaries, either wholly or majority owned, in the United States, Sweden, Morocco, and Brazil ¹⁶. Raisewise USA, a 100% owned subsidiary, is in the process of being registered and authorized as a Crowdfunding entity by the SEC and FINRA and plans to resubmit its application to FINRA by or about December 2026 ¹⁷. Raisewise USA has contracted with North Capital, a registered broker dealer ¹⁸. Raisewise Sweden, an 80% owned subsidiary, has the FI authorization to operate debt and donations and is in the process of finalizing the plug-in for its payment system ¹⁹. Raisewise Morocco, a 100% owned subsidiary, has its Crowdfunding platform in place pending operational approval under Moroccan law, with the Moroccan crowdfunding law (Law number: 15.18; Decret number Dahir: 1.21.24) pending finalization and publication ²⁰. Raisewise Brazil, a 95% owned subsidiary, is in the final inspection stage which is a prerequisite for filing for approval by the Brazilian regulatory authority, Comissao de Valorex Mobiliaros ²¹.

The company has entered into license and management agreements with its subsidiaries. Raisewise USA was granted rights to the Crowdfunding Platform for a term of 3 years, paying $50,000.00 US (subject to collection upon commencement of operations) and royalties of 2.5% of gross revenue ²². Raisewise USA also compensates the company for management fees (3% of gross revenue), maintenance fees ($240,000.00 US/year), and set-up fees (5% of gross revenue during the second year of operations) ²³. Raisewise Sweden was granted rights for a term of 3 years, paying $30,000.00 US and royalties of 2.5% of gross revenue ²⁴. Raisewise Sweden compensates the company for management fees (3% of gross revenue), maintenance fees ($85,000.00 US/year), and set-up fees (5% of gross revenue during the second year of operations) ²⁵. Raisewise Morocco was granted rights for a term of 3 years, paying $30,000.00 US and royalties of 2.5% of gross revenue ²⁶. Raisewise Morocco compensates the company for management fees (3% of gross revenue), maintenance fees ($120,000.00 US/year), and set-up fees (5% of gross revenue during the second year of operations) ²⁷.

The company filed a registration statement on Form S-1, File No. 333-273760, declared effective by the SEC on December 1, 2023, seeking to raise gross proceeds of up to $20,000,000 from the sale on a best efforts basis of up to 10,000,000 Units at an offering price of $2.00 per Unit, each consisting of one share of common stock and one common stock purchase warrant, exercisable at $2.50 per warrant ²⁸. The company must file a post-effective amendment that includes audited financial statements for fiscal years ended May 31, 2025 and May 31, 2026, subject to SEC review and declaration of effectiveness, prior to any capital raise ²⁹. The company plans to launch additional platforms in major countries worldwide, including the UK, France, and Germany as a second stage, dependent upon the success of the capital raise under the IPO and the ability to obtain authorizations from each local international financial market ³⁰.

The company is a development stage company and has not generated any revenue from operations to date ³¹. As of the fiscal year ended May 31, 2026, the company has an accumulated deficit of $30,906,827 ³². The company has experienced net losses in each fiscal quarter since inception ³³. The company's independent registered public accounting firm has expressed substantial doubt as to the company's ability to continue as a going concern ³⁴. The company believes it will need an estimated $2,500,000 per year simply to cover general and administrative expenses, including legal and accounting fees, based upon the company's general and administrative expenses for the fiscal year ended May 31, 2026 ³⁵. The company anticipates requiring an additional $2,500,000 during the next twelve months to fulfil its business plan ³⁶.

The company's Registration Statement provides for the raise on a best efforts basis of gross proceeds of up to $20,000,000 from the sale of 10,000,000 Units, each consisting of one share of common stock and one common stock purchase warrant, at an offering price of $2.00 per Unit, not including an additional $25,000,000 if all of the warrants are exercised, nor does it include any commissions that may be payable to placement agents which will not exceed 9% of the gross proceeds of the Units sold as a direct result of the efforts of the placement agents ³⁷. Before the company is able to raise any proceeds from the Registration Statement, a post-effective amendment must be filed with and be declared effective by the SEC containing the audited financial statements of the company for its fiscal years ended May 31, 2026, and 2025, and any applicable interim financial statements ³⁸.

The company plans to expand its crowdfunding operations, including opening in new markets, in addition to the United States, Sweden, Morocco, and Brazil (pending Brazil's license application/approval process) and elsewhere principally in Europe ³⁹. As a second stage, the company plans to devote efforts to open Crowdfunding entities in the UK, France, and Germany, with additional countries to be targeted thereafter ⁴⁰. These efforts are subject to and dependent upon the success of the capital raise under the IPO, of which there can be no assurance ⁴¹. The company also intends to develop new platforms and opportunities, including White Labeling opportunities internationally and potentially franchise new clients to monetize the Raisewise IP ⁴².

The company plans to fund its expenses primarily through cash flow from operations, if and when it generates positive cash flow, the sale of restricted shares of common stock, and the issuance of convertible notes, as well as funds raised from the offering, if successful ⁴³. The company may need to raise additional capital to fund continuing operations, and an inability to raise the necessary capital or to do so on acceptable terms could threaten the success of the business ⁴⁴. If the company determines that it is necessary to raise additional funds, it may choose to do so through strategic collaborations, licensing arrangements through its White Labeling strategy, public or private equity or debt financing, a bank line of credit, or other arrangements ⁴⁵.

The company currently has no full-time employees, and its Chief Executive Officer, who also serves as Chief Financial Officer, as well as its Chief Operating Officer and Co-Chief Operating Officer, who primarily work remotely, may be considered to be part-time ⁴⁶. The company also works with a number of contractors for user-experience design, security controls, and testing ⁴⁷. The company has engaged and will continue to identify a team of professionals, including consultants and service providers, to work with its management team ⁴⁸.

The company's net proceeds from the offering will be used principally to expand crowdfunding operations, including opening in new markets, to pay the expenses of the offering including any placement agent fees, and for working capital and general corporate purposes ⁴⁹. The company's ability to manage and operate its business as it executes its development and growth strategy will require effective planning, and any significant growth could strain its internal resources and delay or prevent its efforts to achieve profitability ⁵⁰.

The company operates in a regulatory environment that is evolving and uncertain, with constant discussions among legislators and regulators with respect to changing the regulatory environment ⁵¹. New laws and regulations could be adopted in the United States and abroad, and existing laws and regulations may be interpreted in ways that would impact operations, including how the company communicates and works with investors and the companies that use its platforms' services ⁵². Some suggested reforms could make it easier for anyone to sell securities without using the company's services, or could increase the company's regulatory burden, including requiring it to register as a broker-dealer ⁵³.

The company's compliance is focused on U.S. laws, and it has not analyzed foreign laws regarding the participation of non-U.S. residents ⁵⁴. Some investment opportunities posted on the platform are open to non-U.S. residents, and the company has not researched all applicable foreign laws and regulations, so it has not set up its structure to be compliant with all those laws ⁵⁵. The company may be deemed in violation of those laws, which could result in fines or penalties as well as reputational harm ⁵⁶.

The company's potential market may not be as large, or its industry may not grow as rapidly, as anticipated ⁵⁷. With a smaller market than expected, the company may have fewer customers ⁵⁸. Success will likely be a factor of investing in the development and implementation of marketing campaigns, subsequent adoption by issuer companies as well as investors, and favorable changes in the regulatory environment ⁵⁹.

The company faces significant risks related to its financial condition, including substantial doubt about its ability to continue as a going concern, as expressed by its independent registered public accounting firm ⁶⁰. The company has an accumulated deficit of $30,906,827 ⁶¹ and has not generated any revenue from operations to date ⁶². The company requires an estimated $2,500,000 per year to cover general and administrative expenses ⁶³ and anticipates needing an additional $2,500,000 during the next twelve months to fulfil its business plan ⁶⁴. The company's unit offering is a best efforts offering with no minimum amount required, and if the company raises an immaterial amount, investors will be subject to greater risk than if gross proceeds of at least $5,000,000 or up to $20,000,000 is raised ⁶⁵. The company operates in a highly regulated industry, and if it were deemed by a relevant authority to be acting as a broker-dealer, it could be subject to a variety of penalties, including fines and rescission offers ⁶⁶. The company may be liable for misstatements made by issuers on its funding portal, and even if due diligence defenses are available, lawsuits are time consuming and expensive ⁶⁷. The company's compliance is focused on U.S. laws, and it has not analyzed foreign laws regarding the participation of non-U.S. residents, which could result in fines or penalties as well as reputational harm ⁶⁸.

Management's message emphasizes the company's development stage status and its focus on establishing Raisewise Crowdfunding platforms in the United States, Sweden, Morocco, and Brazil ⁶⁹. The company plans to monetize the Raisewise Crowdfunding platforms by funding projects for individual and entity investors, thereby generating revenues and profits worldwide ⁷⁰. Management highlights the need to raise additional capital, with an estimated $2,500,000 per year needed to cover general and administrative expenses ⁷¹, and anticipates requiring an additional $2,500,000 during the next twelve months to fulfil its business plan ⁷². The company's strategic priorities include expanding crowdfunding operations into new markets, including the UK, France, and Germany ⁷³, and developing White Labeling opportunities internationally to monetize the Raisewise IP ⁷⁴. Management also emphasizes the importance of obtaining regulatory authorizations from each local international financial market ⁷⁵.