BLAQclouds, Inc. Announces Spinout of BLAQclouds Property Group and Shareholder Distribution Details

Rhea-AI Summary

BLAQclouds (OTC: BCDS) announced a planned spinout of BLAQclouds Property Group, a Wyoming corporation formed 12/11/24 focused on acquiring and managing income-producing commercial real estate.

Share distribution: 1 share of BLAQclouds Property Group per 100 BCDS shares held as of the ex-dividend date of January 5, 2026 at 4:00 PM ET. Dominion Stock Transfer is the transfer agent. BLAQclouds will retain a 60% ownership stake and act as Chief Technical and Blockchain Architect for property systems, payments, and identity solutions. The property group will target markets including Pennsylvania, Colorado, California, Texas, and Florida.

Positive

• Distribution ratio set at 1:100 for BCDS shareholders
• 60% retained ownership by BLAQclouds preserves parent control
• Ex-dividend date announced as January 5, 2026 at 4:00 PM ET
• 100,000,000 authorized shares for BLAQclouds Property Group

Negative

• Majority control (60%) limits immediate minority shareholder upside
• Spinout shares available only to record holders as of ex-date
• No cash distribution; shareholders receive equity, not liquidity

ROBESONIA, Pa., Dec. 31, 2025 (GLOBE NEWSWIRE) -- BLAQclouds, Inc. (OTC: BCDS), a Web3 infrastructure, fintech, and digital asset company, today announced the planned spinout of BLAQclouds Property Group, a wholly owned subsidiary formed in Wyoming that is focused on the acquisition and management of income-producing, brick-and-mortar commercial real estate. CLICK HERE for corporate details.

The Company has set an ex-dividend date of January 5, 2026, at 4:00 PM Eastern Time, for the distribution of shares in BLAQclouds Property Group to eligible BLAQclouds shareholders.

Spinout Distribution Details

• BLAQclouds Property Group, Inc. a Wyoming Corporation (formation date 12/11/24) https://www.bpginc.io/
• 100,000,000 common shares authorized, no par, no preferred
• Distribution Ratio:
  Shareholders will receive one (1) share of BLAQclouds Property Group for every one hundred (100) shares of BLAQclouds, Inc. (BCDS) owned as of the ex-dividend date.
• Ex-Date:
  January 5, 2026 at 4:00 PM EST
• Transfer Agent:
  Dominion Stock Transfer will act as the transfer agent for the distribution.
  
  

Only shareholders of record holding BCDS shares as of the ex-dividend date will be eligible to receive the spinout shares.

Strategic Focus of BLAQclouds Property Group

BLAQclouds Property Group will focus exclusively on the acquisition, ownership, and management of brick-and-mortar commercial real estate across high-growth and strategically selected markets, including:

• Pennsylvania
• Colorado
• California
• Texas
• Florida
  
  

The spinout is designed to provide shareholders with direct exposure to real-asset value while allowing the property group to operate with a focused real estate mandate.

Ongoing Relationship Between the Companies

Following the spinout:

• BLAQclouds, Inc. will retain a 60% ownership stake in BLAQclouds Property Group.
• BLAQclouds will serve as the Chief Technical and Blockchain Architect for all properties owned by BLAQclouds Property Group.
• This role will include the integration of:
  • Blockchain-based property management systems
  • Secure identity and access control
  • Payment, settlement, and reporting infrastructure

The structure allows BLAQclouds Property Group to benefit from the Company’s technology stack while maintaining operational independence as a real estate-focused entity.

“This spinout represents a meaningful step in our long-term strategy to unlock value for shareholders while expanding BLAQclouds’ real-world footprint,” said Shannon Hill, CEO of BLAQclouds, Inc. “By separating our commercial real estate assets into a dedicated platform, we create a clearer investment profile for each business while ensuring that BLAQclouds’ blockchain and technical capabilities remain deeply embedded in the future of these properties. This structure allows us to bridge digital infrastructure with tangible, income-producing real-world assets (RWA) in a way that is both scalable and shareholder-focused.”

About BLAQclouds, Inc.

BLAQclouds bridges traditional finance and decentralized ecosystems, building seamless, real-world blockchain applications that simplify commerce and payments. Its mission is to make spending crypto as easy, trusted, and usable as traditional currency.

Flagship consumer applications include:
- ShopWithCrypto.io – Crypto-to-gift card commerce
- BLAQpay.io – Web3 payments and merchant plugins
- DEX.ZEUSx.io – EVM-compatible decentralized exchange
- ApolloWallet.io – Secure, consumer-grade blockchain wallet
- ApolloCASH – C2C Blockchain Based Global Remittance
- ApolloID – TLD name service for .ZEUS and .APOLLO

For a full list of platforms and solutions from BLAQclouds Nevada and Wyoming, visit: www.BLAQclouds.io. For official BLAQclouds updates and information, please join https://www.thealley.io/group/BLAQclouds-inc/discussion.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that, all forward-looking statements involve risks and uncertainties, including without limitation, the ability of BLAQclouds, Inc. to accomplish its stated plan of business. BLAQclouds, Inc. believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward- looking statements included herein, the inclusion of such information should not be regarded as a representation by BLAQclouds Inc. or any other person.

This press release also contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve certain risks and uncertainties that may cause actual results to differ materially. BLAQclouds, Inc. assumes no obligation to update or revise any forward-looking statements.

Media Contact
BLAQclouds, Inc.
c/o www.theAlley.io  
Email: hello@BLAQclouds.io
Phone: 610-621-4804
Website: www.BLAQclouds.io

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/2e9b24ae-ccc8-4b58-9ba9-4de972893249

FAQ

What is the BLAQclouds (BCDS) spinout distribution ratio and ex-date?

Shareholders receive 1 BLAQclouds Property Group share per 100 BCDS shares; ex-dividend date is January 5, 2026 at 4:00 PM ET.

Who is eligible to receive BLAQclouds Property Group shares from the BCDS distribution?

Only shareholders of record holding BCDS shares as of the January 5, 2026 4:00 PM ET ex-dividend date are eligible.

How much ownership will BLAQclouds retain in BLAQclouds Property Group after the spinout?

BLAQclouds will retain a 60% ownership stake in BLAQclouds Property Group following the spinout.

What role will BLAQclouds play for properties owned by BLAQclouds Property Group?

BLAQclouds will serve as Chief Technical and Blockchain Architect, integrating property management, identity/access, and payment systems.

Who is the transfer agent for the BLAQclouds Property Group distribution for BCDS shareholders?

Dominion Stock Transfer will act as the transfer agent for the distribution.

Where will BLAQclouds Property Group focus its real estate acquisitions?

The property group will target brick-and-mortar commercial real estate in Pennsylvania, Colorado, California, Texas, and Florida.