SCHEDULE: BitVentures Major Shareholder Shifts Control to Foundation

Carmel Holdings, a major shareholder in BitVentures Ltd., has transferred its ownership to The Raku Foundation for succession and philanthropic purposes, alongside other corporate changes.

Summary

• BitVentures Ltd. (formerly Santech Holdings Limited) has undergone several corporate changes, including a name change.
• The company's American Depositary Receipt (ADR) program has been terminated, and its ordinary shares are now listed on The Nasdaq Capital Market.
• A reverse share split (share consolidation) was effected by the company.
• Carmel Holdings Limited, a significant shareholder, completed an irrevocable transfer of all its equity interests to The Raku Foundation on February 25, 2026.
• The transfer of Carmel Holdings to The Raku Foundation was for no cash consideration, intended for succession planning and philanthropic purposes.
• As of February 25, 2026, Carmel Holdings owns 5,693,131 Ordinary Shares, representing approximately 67.8% of BitVentures' 8,400,115 outstanding Ordinary Shares.
• The Raku Foundation now beneficially owns these 5,693,131 Ordinary Shares through its ownership and control of Carmel Holdings.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as largely neutral with some positive implications. The corporate restructuring, including the Nasdaq listing, is positive for market access, while the ownership transfer to a foundation suggests long-term stability. The reverse split is a necessary but often neutral or slightly negative event.

Positives

• Listing on The Nasdaq Capital Market enhances visibility and liquidity for BitVentures' ordinary shares, potentially attracting a broader investor base.
• The transfer of a major shareholder's control to a foundation for philanthropic purposes may signal long-term stability and a commitment beyond short-term financial gains for the company.

Negatives

• A reverse share split, while sometimes necessary to meet exchange listing requirements, can occasionally be perceived negatively by the market as it often follows a period of low share price performance.

Future Outlook

The Reporting Persons currently have no present plans or proposals that would result in any actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, other than the changes detailed in this Amendment No. 2.

Management Comments

• Mr. Lok completed an irrevocable transfer of all of the issued and outstanding equity interests of Carmel to Raku Foundation for no cash consideration as part of a succession planning and philanthropic structure.
• The Reporting Persons do not have any present plans or proposals that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Industry Context

StockSavvy.ai notes that the transition of a controlling shareholder's stake to a philanthropic foundation, coupled with a Nasdaq listing and reverse share split, represents a significant corporate restructuring. While the Nasdaq listing generally improves market access and liquidity, a reverse share split often addresses compliance with exchange minimum price requirements, which can be a double-edged sword for investor perception. The philanthropic nature of the ownership transfer suggests a long-term, potentially stable ownership structure, differentiating it from typical private equity or strategic investor acquisitions.

Comparison to Industry Standards

• StockSavvy.ai notes that the transfer of a controlling stake for succession and philanthropic purposes is a unique but not unprecedented event in corporate governance, often seen in family-controlled enterprises transitioning wealth.
• The termination of an ADR program and subsequent direct listing on The Nasdaq Capital Market is a strategic move aimed at enhancing market access and liquidity, a path taken by numerous international companies seeking greater exposure to U.S. investors.
• A reverse share split is a common corporate action, frequently employed to meet minimum bid price requirements for exchange listings, a practice observed across various sectors.

Corporate Governance

Legal Proceedings

• The Reporting Persons have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
• The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• Mr. Lok completed an irrevocable transfer of all of the issued and outstanding equity interests of Carmel Holdings Limited to The Raku Foundation for no cash consideration, as part of a succession planning and philanthropic structure.

Stakeholder Impact

• Shareholders: The change in ultimate control of a majority shareholder (Carmel Holdings) to The Raku Foundation could imply a more stable, long-term oriented ownership structure. The Nasdaq listing may improve liquidity and visibility for all shareholders.
• Management: No direct impact on the issuer's management structure is indicated by this filing.

Key Dates

Recommendation

The filing details significant corporate restructuring and a change in the ultimate beneficial owner of a controlling stake. While the Nasdaq listing is a positive step for market access, the reverse share split often indicates prior share price weakness. The philanthropic nature of the ownership transfer suggests long-term stability but doesn't inherently signal immediate operational improvements or financial performance changes. Investors should hold to observe the impact of these changes on the company's strategic direction and financial results.

Keywords

BitVentures, Santech Holdings, Schedule 13D, beneficial ownership, Carmel Holdings, Raku Foundation, Nasdaq Capital Market, reverse share split, share consolidation, corporate governance, philanthropic transfer, succession planning