# CORPORATE & FINANCIAL FOLLOW-UPS — VERIFICATION PASS
**Prepared:** 24 August 2026
**Standard applied:** every figure below is either (a) **FILED** — it appears verbatim in a public register or in a set of accounts delivered to Companies House, or (b) **OUR ARITHMETIC** — calculated by us from filed figures, with the calculation shown, or (c) **NOT CONFIRMED**.
Nothing here is filled from memory. Where a claim in the current narration does not survive checking, it is marked ❌ and the correct version is given.

**Primary source set**
| Short name used below | Full document | Local file |
|---|---|---|
| **2025 accounts** | Electrify Video Partners Limited, audited consolidated financial statements, y/e 31 December 2025, signed 27 July 2026 by O J C Maher, auditor Ad Valorem Audit Services Ltd | `04-evidence/electrify-accounts-2025.pdf` · OCR `04-evidence/accounts-2025-OCR.txt` · page images `04-evidence/ocr-pages/2025p-NN.png` |
| **2024 accounts** | Same company, audited consolidated financial statements, y/e 31 December 2024, signed 12 December 2025 | `04-evidence/electrify-accounts-2024.pdf` · OCR `04-evidence/accounts-2024-OCR.txt` · images `2024p-NN.png` |
| **2023 accounts** | Same company, **unaudited, company-only** financial statements, y/e 31 December 2023, signed 17 December 2024 | `04-evidence/ch/13573516_aa_2024-12d11-23.pdf` |
| **2022 accounts** | Same company, **filleted, unaudited, company-only, in £**, period 1 Sep 2022 – 31 Dec 2022 | `04-evidence/ch/13573516_aa_20aaa23-09-28.pdf` |
| **Group Debenture 22.09.2025** | Certified instrument filed with charge 1377 5864 0004, 59 pp, certified by Proskauer Rose (London) LLP | `04-evidence/charge-0004-mentour-logo.pdf` |
| **CS01 2026** | Confirmation statement made 08.03.2026, filed 18.05.2026 | `04-evidence/ch/13573516_cs01_2026-05-18.pdf` |
| **CS01 2025** | Confirmation statement made 08.03.2025, filed 10.03.2025 | `04-evidence/ch/13573516_cs01_2025122-03-10.pdf` |
| **CS01 2024** | Confirmation statement made 08.03.2024 | `04-evidence/ch/13573516_cs01_2024-0321dfd-08.pdf` |
| **CS01 2023** | Confirmation statement made 17.08.2023 | `04-evidence/ch/13573516_cs01_2s1023-08-24.pdf` |

**A note on page numbers.** The accounts carry their own printed page numbers, which run two behind the PDF page. Where a printed page and a PDF page are both given, the printed number is the one visible on screen when the document is filmed.

---
## 1. CLAIRE LAWLEY

**Headline: she is not an unnamed private person behind an acronym. She is named, by name, on the UK statutory register of Electrify Video Partners Limited.** That changes what the film can say, and it also sets the limit of what it should say.

### 1.1 What is on a public register — all CONFIRMED

**Source:** Companies House, Electrify Video Partners Limited (13573516), **Persons with significant control** register.
URL: `https://find-and-update.company-information.service.gov.uk/company/13573516/persons-with-significant-control`

| | **Claire Margaret Lawley** | **Mr Owen John Charles Maher** | **Cl & Om Pty Ltd** |
|---|---|---|---|
| Correspondence address | 19 Gordon St, Eleebana, New South Wales, Australia, 2282 | **19 Gordon St, Eleebana, New South Wales, Australia, 2282** | 19 Gordon Street, Eleebana, Australia, 2282 |
| Notified on | 18 August 2021 | 18 August 2021 | 5 December 2022 |
| Ceased on | 19 February 2023 | 19 February 2023 | 7 February 2023 |
| Date of birth | October 1987 | January 1986 | — |
| Nationality | **British** | Australian | — |
| Country of residence | **England** | England | — |
| Nature of control | *"Ownership of shares – More than 25% but not more than 50% **with control over the trustees of a trust**; Ownership of voting rights – More than 25% but not more than 50% with control over the trustees of a trust"* | identical wording | *"Ownership of shares – More than 25% but not more than 50%…"* |
| Registration number | — | — | **609100398** |
| Place registered | — | — | **Australian Securities And Investment Commission** |
| Legal form / governing law | — | — | Proprietary Limited Company / Corporations Act 2001 (Australia) |

Supporting filings, all in the company's filing history: **PSC04 of 25 July 2022** (changes recorded for Shepherd, Reizes, Maher and Claire Margaret Lawley) · **PSC02 of 5 December 2022** (notification of Cl & Om Pty Ltd) · **PSC07 of 19 February 2023** (cessations of Maher, Cl & Om Pty Ltd and Claire Margaret Lawley).

### 1.2 The loan document — CONFIRMED VERBATIM, and I have read the page myself

**Document:** Registration of a charge (MR01), charge code **1357 3516 0001**, *Charge over Shares* dated **1 December 2022**, drafted by Macfarlanes LLP. Persons entitled: **JTC Employer Solutions Trustee Limited ATO the KKR International Employee Pension Plan**. Satisfied 24 February 2023.
Local file: **`04-evidence/charge-parent-0001-kkr-share-charge.pdf`** (19 pp; also `04-evidence/ch/13573516_mr01_safc2022-12-06.pdf`).
URL: `https://find-and-update.company-information.service.gov.uk/company/13573516/charges/uzEFJw0zX8wJx2Z7P4Hg7CTis6g`

Clause 1.1, Definitions, page 1 of the deed:
> *"**Facilities Agreement:** the facilities agreement dated 27 October 2022 and made between the Chargor, Electrify Video Partners Ops Limited, the Lender, Ian Shepherd, **CL & OM Pty. Ltd. (as trustee for the CL & OM Family Trust)** and Justin Christopher Reizes, relating to a loan facility in the amount of USD 4,150,000;"*

Signature page — **deed page 15, PDF page 19** (I OCR'd this page directly to confirm it):
> **The Chargor**
> *"EXECUTED as a DEED and DELIVERED by Electrify Video Partners Limited acting by:*
> ***Owen Maher***
> ***Director***
> *in the presence of:*
> *Signature: ___*
> *Name: **Claire Lawley***
> *Address: ___ Occupation: ___"*

Schedule 1 records the charged securities as 279,757 ordinary £1.00 shares in Electrify Video Partners Ops Limited.

⚠️ One precision the current draft gets slightly wrong: **Maher signs as director of Electrify Video Partners Limited — the chargor — not as director of CL & OM Pty Ltd.** CL & OM Pty Ltd is a party to the *Facilities Agreement*, which is a private document and is not on the register.

### 1.3 The Australian entity

| Item | Finding | Status |
|---|---|---|
| ACN | **609 100 398** | **CONFIRMED** — from the UK PSC register, which requires a corporate PSC's registration number |
| ABN | **92 201 859 268**, entity name **"THE TRUSTEE FOR CL & OM FAMILY TRUST"**, entity type *"Discretionary Investment Trust"*, *"Active from 03 Nov 2015"*, location NSW 2060 | **CONFIRMED** — ABN Lookup, `https://abr.business.gov.au/ABN/View?abn=92201859268` |
| Does the ABN cross-link to the ACN? | **No.** ABN Lookup returns *"No record found matching ACN 609100398"* — the trustee company holds no ABN of its own. The connection between the ABN record and the ACN is a **name match on an unusual name**, nothing more. | ⚠️ **inference** |
| ASIC registration date, status, state | **NOT CONFIRMED.** ASIC Connect publishes these free but blocks automated retrieval (HTTP 403 + captcha). OpenCorporates and the Australian aggregators are captcha-blocked too. | ❌ |
| Directors / officeholders of CL & OM Pty Ltd | **NOT CONFIRMED.** ASIC does not publish director names free of charge. | ❌ |

### 1.4 The shareholding — CONFIRMED

**CS01 made 8 March 2026** (`04-evidence/ch/13573516_cs01_2026-05-18.pdf`): *"250753 ORDINARY shares held as at the date of this confirmation statement — CL & OM PTY LTD"*, against *"Total number of shares: 2027994"*. **250,753 ÷ 2,027,994 = 12.365%** — the 12.37% checks out exactly (OUR ARITHMETIC on two filed numbers).

The holding has been **static in absolute terms since at least August 2023** and has simply been diluted: CS01 made 17.08.2023 and CS01 made 08.03.2024 both show the same 250,753 shares, which against the then-total of 1,612,877 was 15.55%.

### 1.5 What is NOT confirmed, and must be flagged on screen

| Claim | Status |
|---|---|
| Claire Margaret Lawley is a **person with significant control** of Electrify, named on the UK register, resident in England, controlling the trustees of a trust jointly with Owen Maher | ✅ **FILED FACT** |
| She holds or has held **any UK directorship** | ❌ **CONFIRMED NEGATIVE.** An officer search returns five unrelated Claire Lawleys, all UK-domiciled, none born October 1987, none connected to Electrify or Australia. A search for the exact string "Claire Margaret Lawley" returns no officer at all. Her entire Companies House footprint is that one ceased-PSC entry. |
| Any **public professional profile** for her | ❌ **NOT CONFIRMED.** One candidate — Dr Claire Lawley, University of Sydney paediatrics — was found and **excluded**: the register's Claire Margaret Lawley is British and resident in England, born October 1987; the Sydney academic is an Australian-credentialled (FRACP) clinician. **Do not use that person.** |
| That **"CL & OM" stands for Claire Lawley and Owen Maher** | ⚠️ **INFERENCE. No document spells it out.** It is a strong inference resting on four register-sourced facts — the trust is called the CL & OM Family Trust; **C**laire **L**awley and **O**wen **M**aher are the only two individuals the register records as controlling its trustee; they share that trustee's address; and they appear together on the deed's signature page. But it is still an inference. |
| That she is Owen Maher's **spouse or partner** | ⚠️ **NOT CONFIRMED — do not say it.** No public register or professional page states any relationship. What is filed: the same address, the same notification date, the same cessation date, the same "control over the trustees of a trust" formula, and a trust styled a *"Family Trust"*. That is all. |

### 1.6 Safe wording for narration

> *"The second-largest founder holding is registered to an Australian company called CL & OM Pty Ltd, trustee of the CL & OM Family Trust. Twelve point four per cent of Electrify. On the British register, two people are recorded as controlling that trust: Owen Maher — Electrify's co-chief executive — and Claire Margaret Lawley. They give the same address in New South Wales. When Electrify signed its first loan, Maher signed as director and Claire Lawley signed as the witness. What the register does not say is who she is."*

Every clause there is filed. The last sentence is the honest one and is also the stronger line.

### 1.7 What would close the remaining gaps

1. A **paid ASIC company extract** for ACN 609 100 398 (about AUD 9) — gives the officeholders and members of CL & OM Pty Ltd by name. This is the single document that would convert 1.5's inference into fact.
2. A **manual browser search on ASIC Connect** for ACN 609 100 398 — the free fields give registration date, status and state in about a minute.
3. A **LinkedIn or press search** for Claire Lawley alongside Electrify, Findex or KKR — not yet exhausted.

**Privacy note.** She appears to be a private individual with no public professional footprint. Everything above comes from one source: the UK statutory PSC register, which Companies House publishes by law, including her month and year of birth and her correspondence address. Nothing here comes from social media or private-life pages. If she is named on screen, that register entry is the only citable basis.


---

## 2. UI DEV

### 2.1 Exact legal identity — CONFIRMED, from two state registers

**Delaware — the incorporation.** Delaware Division of Corporations entity search (`https://icis.corp.delaware.gov/ecorp/entitysearch/NameSearch.aspx`), searching "UI DEV", returns exactly one result:

| Field | Value |
|---|---|
| **Entity name** | **UI DEV, INC.** |
| **File number** | **7812723** |
| **Incorporation date** | **22 January 2020** |
| Entity kind / type | Corporation / General |
| Residency / state | Domestic / **DELAWARE** |
| **Registered agent** | **CAPITOL SERVICES, INC.** |
| Agent address | 108 Lakeland Ave., Dover, Kent County, DE 19901 |

The page carries Delaware's standard caveat *"THIS IS NOT A STATEMENT OF GOOD STANDING"*; current standing is behind a paywall.

**Utah — a foreign registration, under a different name.** Utah Division of Corporations & Commercial Code (`https://businessregistration.utah.gov/EntitySearch/OnlineEntitySearch`):

| Field | Value |
|---|---|
| **Entity name** | **UI DEV OF DELAWARE, INC.** |
| Entity number | 11850714-0143 |
| Type | Foreign Business Corporation — jurisdiction **DE** |
| Utah registration date | 16 July 2020 |
| **Status** | **Inactive — Administratively Dissolved** |
| Renew by / last renewed | 31 July 2025 / 13 June 2024 |
| Status updated | 21 October 2025 |
| **Registered agent** | **Tyler McGinnis**, 50 W Broadway Ste 333, **PMB 51647**, Salt Lake City, UT 84101 |
| President and Director | **Tyler Shawn McGinnis**, same address (record updated 19 September 2024) |

Two details worth the film's attention, both filed:
- The Utah foreign registration **lapsed after the sale**. Renewal fell due 31 July 2025 — four months after the stock purchase completed — and Utah administratively dissolved it on **21 October 2025**, a month after the 22 September 2025 pledge agreement pledged 100% of UI Dev, Inc.'s stock to GLAS. The Utah record still names Tyler McGinnis as agent, president and director, never updated for the change of ownership.
- The "registered office" quoted in Electrify's audited accounts — *"50 W Broadway, Suite 333 Salt Lake City, Utah 84101 USA"* (2025 accounts, note 9, printed page 19) — is recorded by the Utah register itself as **PMB 51647**, a private mail box. The accounts drop the PMB.

⚠️ **One honest caveat.** Delaware's *UI DEV, INC.* and Utah's *UI DEV OF DELAWARE, INC.* are linked by jurisdiction, by the identical Salt Lake City address and by Tyler McGinnis. The "of Delaware" suffix is the standard device used when a name is already taken in-state — and it was: *UI DEVELOPMENT, L.C.* has existed in Utah since 1998. The linkage is **strongly supported but not documentarily proven**; Utah's foreign-registration application would prove it.

### 2.2 What the company actually does — CONFIRMED

**`https://ui.dev` no longer exists as a live brand. It returns HTTP 301 Moved Permanently to `https://fireship.dev/`.**

The legal entity is named on Fireship's own legal pages: `https://fireship.dev/terms` and `https://fireship.dev/privacy` both give **"UI Dev, Inc., 50 W Broadway Ste 333"** and state Utah. (Note the discrepancy: the website says Utah, the registers say Delaware incorporation with a now-dissolved Utah foreign registration.)

What it was: a JavaScript-education business. The archived ui.dev homepage read *"We make learning the JavaScript ecosystem fun, approachable, and easy…"*; Fireship's own line is *"Fireship courses make learning the JavaScript ecosystem fun && approachable."* Its properties were the **Bytes** newsletter, **react.gg**, **query.gg**, **npmtrends** and **useHooks**. `https://bytes.dev/` now carries the footer *"Made with ❤️ by Fireship"*.

The merger was announced by the target, not by Electrify: **`https://fireship.dev/uidotdev-and-fireship-join-forces`, 14 January 2026** — *"ui.dev and Fireship are joining forces"*, *"The ui.dev content and platform are now moving to fireship.dev."* On the same page **Jeff Delaney** says, in his own words:
> *"I sold a stake in Fireship to a company called Electrify. They're helping me build a team…so I can just focus on making videos. I still have creative control over what we publish."*

(Jeff Delaney holds **2,000 shares** of Electrify Video Partners Limited — 0.10% — per CS01 made 08.03.2026.)

### 2.3 The YouTube channel — CONFIRMED

**Yes. `https://www.youtube.com/@uidotdev`.**
- Channel name as displayed: **ui․dev** (with a one-dot leader character, not a full stop)
- Handle: **@uidotdev**
- **103K subscribers · 13 videos**
- Channel description: ***"Telling the stories of the JavaScript ecosystem"***
- Best-known uploads: *The Story of Next.js* (614K views), *The Story of Asynchronous JavaScript* (159K), *The Story of React Query* (145K), *The Story of Web Components* (103K)

The much larger, separate channel in the same stable is **`https://www.youtube.com/@Fireship`**.

⚠️ **Editorially important, and CONFIRMED NEGATIVE: ui.dev appears nowhere on electrify.video.** `https://www.electrify.video/`, `/our-investments-option` and `/news` were all fetched. None mentions ui.dev, UI Dev, uidotdev, Tyler McGinnis or Matt Davies. The portfolio page lists nine channels — Astrum, Veritasium, Mentour Pilot, **Fireship** (founded 2017, Electrify invested 2024), fern, Simplicissimus, Unfassbar, Simple History, Spitbrix — and describes Fireship as *"makes coding fast and fun through sharp insight and a signature humour that keeps developers learning with a smile,"* 4.2m subscribers, 660m lifetime views. **Electrify presents this holding publicly as Fireship. UI Dev, Inc. appears only in the accounts and in the state registers.** There is also **no Electrify press release** about the acquisition anywhere on its news page, which lists twelve items from December 2024 to June 2026 with nothing at or near the 31 March 2025 completion.

### 2.4 The sellers

- **Tyler McGinnis — CONFIRMED.** Named on the Utah register as registered agent, President and Director (full name **Tyler Shawn McGinnis**). Listed on `https://fireship.dev/about` among *"a tiny, remote team of developers, writers, editors, and designers"* (no titles given). Bylined author of the Bytes newsletter.
- **Matt Davies — ❌ NOT CONFIRMED.** No connection between any Matt Davies and ui.dev or UI Dev, Inc. could be established. Delaware does not publish officers; Utah lists only McGinnis; the Fireship team page has no Matt or Davies; electrify.video/team has no Matt Davies; the uidotdev GitHub organisation reports *"This organization has no public members."*
  **Do not assert on screen that Matt Davies sold UI Dev.** The matching 4,071-share holdings in the register are suggestive, but the register alone does not establish what he sold, and Electrify made several acquisitions in the same window.

### 2.5 One-sentence description for narration

> **"UI Dev, Inc. is a Delaware company registered in 2020 that ran ui.dev — a JavaScript teaching business with a newsletter, a set of paid courses and a small YouTube channel called ui.dev, a hundred thousand subscribers, thirteen videos, whose description reads 'Telling the stories of the JavaScript ecosystem.' Electrify bought all of it on the thirty-first of March 2025. Today ui.dev redirects to Fireship."**


---

## 3. EQUABLE CAPITAL — YES, THE FORBES LINE IS OUT OF DATE

**Short answer: confirmed. A member registered as EQUABLE ELECTRIFY LLC held 47,727 ordinary shares — about 3% — and transferred every one of them on 20 November 2024, nine months before Forbes published. By the March 2026 confirmation statement it has vanished from the register entirely.**

### 3.1 The filed record — CONFIRMED, from the statutory register

| Confirmation statement made | Filed | Equable Electrify LLC entry | Total shares in issue |
|---|---|---|---|
| 17 Aug 2022 | 26 Aug 2022 | **absent** | — |
| 17 Aug 2023 | 24 Aug 2023 | **absent** | 1,042,164 |
| **8 Mar 2024** | 08 Mar 2024 | **47,727 ORDINARY shares held** | 1,612,877 |
| **8 Mar 2025** | 10 Mar 2025 | **0 shares — "47727 transferred on 2024-11-20"** | 1,876,291 |
| **8 Mar 2026** | 18 May 2026 | **absent entirely** — 24 shareholdings listed, none Equable | 2,027,994 |

Verbatim, from the CS01 made 8 March 2025 (`04-evidence/ch/13573516_cs01_2025122-03-10.pdf`, shareholding 11):
> *"Shareholding 11: **47727 transferred on 2024-11-20** / **0 ORDINARY shares held as at the date of this confirmation statement** / Name: **EQUABLE ELECTRIFY LLC**"*

**Peak stake: 47,727 ÷ 1,612,877 = 2.96%** *(OUR ARITHMETIC on two filed numbers)* — a small minority holding, not a private-equity control position. It was acquired between 17 August 2023 and 8 March 2024, and gone by 20 November 2024.

⚠️ **The date 20 November 2024 is not a coincidence and the film should note it.** The same day, **Stephan Lobmeyr and "Jean-Marc Sabre" were entered on Electrify's PSC register**, and the same day the company **issued 172,414 ordinary shares at a premium of $27.55** (2025 accounts, note 15). Three things on one day: the Capital D people arrive, a large new tranche of shares is issued, and Equable's entire holding moves.

### 3.2 What Equable Capital is — CONFIRMED, one sentence

From `https://www.equablecapital.com` — page title *"Equable Capital Family Office"*, footer *"Equable Capital LLC / New York, USA"*:
> *"Equable Capital was founded by Jonathan Smidt, a former partner at KKR. Equable's assets come from Jonathan and closely aligned investors… Equable seeks to invest between $5 million and $50 million in a single business, or a portfolio of businesses, with $2 million to $15 million of EBITDA."*

From `https://www.equablecapital.com/team` — Smidt is the only person on the page:
> *"Jonathan was a partner in KKR's private equity practice **where he worked from July 2000 through May 2018**. Jonathan's last role at KKR was as **head of KKR's Industrials investment team and a member of the Investment Committee within KKR's Private Equity platform in Europe**. Prior to his role in Europe, Jonathan was based in New York where he was a partner in KKR's Private Equity practice in North America."*

**The 2000–2018 KKR dates in the brief are confirmed exactly.** He is also *"co-founder and CEO of SAINVUS"*.

**Narration sentence, sourced only to the fetched site:**
> **"Equable Capital is a New York investment firm founded by Jonathan Smidt, a former KKR partner, which describes itself as a family office investing its founder's own money alongside closely aligned investors, typically writing cheques of five to fifty million dollars."**

⚠️ Small precision: the phrase *"family office"* appears in the site's page **titles**, not in its body prose, which says only that the money comes from *"Jonathan and closely aligned investors"*. Safest wording: *"a New York firm that brands itself a family office."*

### 3.3 Is the Forbes line out of date? — YES, but be precise about how

**The article:** `https://www.forbes.com/sites/andrew-balaban/2026/08/18/how-londons-electrify-rolls-up-youtube-channels-turning-creators-into-cash-cows/` — Andrew Balaban, published **18 August 2026, 06:30 EDT**.

**The sentence, verbatim:**
> *"According to PitchBook, The company has attracted roughly $185 million from private equity firms including London's Capital D and New York City's Equable Capital and MEP Capital, on the bet that these brands can have a life beyond their original creators."*

*(The capital "T" in "The company" is a typo in the original Forbes copy. If it goes on screen, use [sic] or start the quote after the comma.)*

**How to characterise it, precisely:**
- The verb is present-perfect — *"has attracted… from firms **including** Equable Capital"*. That describes **money raised cumulatively over the company's life**, which is true and remains true. It does **not** say Equable is a current shareholder.
- **Equable is named exactly once in the whole article.** No comment from Equable, no board seat, no stake size, no exit language.
- By contrast the article **is** explicit that Capital D is current: it quotes *"Stephan Lobmeyr, Electrify's lead investor from Capital D"* and says Electrify *"is financed with both private equity, led by $85 million from Capital D, and a debt facility."*

**So the honest formulation is:** *"Forbes, citing PitchBook, listed Equable Capital among the firms whose money Electrify had attracted. What Forbes did not say — and the London register does — is that Equable's shares had already gone, nineteen months earlier."*

**❌ Do NOT narrate "Forbes wrongly called Equable a current investor."** It didn't quite say that. The fair criticism is that the sentence reads as a present-day investor roster and the reader will take it that way, while the register says otherwise.

⚠️ **Forbes and PitchBook are one source, not two.** Forbes expressly attributes the figure to PitchBook. The PitchBook public profile (`https://pitchbook.com/profiles/company/520936-30`, live page 403s to automated retrieval; read via the Internet Archive capture of 25 May 2026) says only:
> *"Electrify Video Partners has raised $185M."* · *"Capital D, Equable Capital, and MEP Capital **have invested in** Electrify Video Partners."*

Past tense, cumulative, **no "as of" date**, and the columns that would date it — *"Holding / Investor Since / Participating Rounds"* — are **paywalled**, showing only *"This information is available in the PitchBook Platform."* PitchBook is a **commercial third-party database, not a statutory register**, and it discloses no current holding at all.

⚠️ **And there is a Forbes disclosure the film must carry if it quotes the article**, printed at the foot of the piece: *"Disclosure: Electrify cofounder Ian Shepherd is a contributor to Forbes."*

### 3.4 Has Equable said anything about leaving? — NOT CONFIRMED, and the silence is itself documentable

No public statement by Equable Capital or Jonathan Smidt about exiting Electrify was found — and equally none affirming a continuing holding. All seven pages of the Equable sitemap were checked; **there is no news or press page on the site at all**. Google News was searched for `"Equable Capital"`, `"Jonathan Smidt"` and `"Equable Capital" Electrify`.

**But this is filmable, because the website itself is the evidence.** `https://www.equablecapital.com/investments` **still lists Electrify today**, unmarked:
> *"**Electrify Video Partners Limited** — Electrify Video Partners is a next generation media company that acquires YouTube channels and partners with content creators…"*

And the page demonstrably **does** get updated when Equable exits: the only entry marked as realised is *"**IDVerse (f.k.a. OCR Labs) - Sold**… IDVerse was sold to RELX Plc in February 2025."* The Wayback capture of 1 October 2024 shows the IDVerse text has since been rewritten from *"has a seat on the Board"* to *"had a seat… sold to RELX Plc"* — while the Electrify entry is **word for word identical to today's**.

> *"Equable's own website still lists Electrify as an investment. It marks the ones it has sold. Electrify isn't marked."*

That is a fair, sourced observation and a legitimate question to put to Equable for right of reply.

### 3.5 What is NOT confirmed

| Item | Status |
|---|---|
| **That "Equable Electrify LLC" is a vehicle of Equable Capital LLC** | ⚠️ **INFERENCE, not documented.** No fetched document states it. It rests on: the name; Equable Capital's own website listing Electrify as an investment; and the firm's evident per-deal naming convention. **Narrate as "a shareholder registered as Equable Electrify LLC", not "Equable Capital sold its stake"** — or put it to Equable for confirmation. |
| Where Equable Electrify LLC is registered, and its formation date/status | ❌ **NOT CONFIRMED.** It is **not** in the New York Department of State register (six "Equable" entities found; this is not among them). Delaware's name search is CAPTCHA-gated and was not bypassed. A human can check Delaware manually in a minute. |
| Who received the 47,727 shares on 20.11.2024 | ❌ **NOT CONFIRMED.** The CS01 records the transfer but not the transferee. |
| **⚠️ "THE JDS 2010 TRUST AGREEMENT"** — 31,515 shares (1.55%), still on the register at 8 March 2026, acquired 08.02.2023 at $14.99 per share | ❌ **CHECK BEFORE BROADCAST.** No connection to Jonathan D. Smidt has been confirmed and none should be assumed — but if one exists it would materially change the "Equable exited" story. This has not been investigated. |

**For completeness, the New York register does confirm the firm itself:** *EQUABLE CAPITAL LLC*, DOS ID **5718275**, filed **28 February 2020**, Domestic LLC, **Active**, New York County. Related NY vehicles found: EQUABLE ATK8 LLC (2021) and EQUABLE J2 LLC (2021) — which is where the per-deal naming inference comes from.

---

## 4. CHANGE CAPITAL — TWO DIFFERENT FIRMS WITH THE SAME NAME

**Headline: `change.capital` is NOT the Change Capital that Stephan Lobmeyr worked at. They are two unconnected firms — different country, different asset class, different people, different decade of formation.** Using the change.capital website to illustrate Lobmeyr's career would be a factual error.

### 4.1 What change.capital actually is — CONFIRMED

**Current homepage wording, fetched 24 August 2026, in document order:**
> Lending · Investing · Giving
> CHANGE
> **Founded in 2014**
> **2,500+ Transactions**
> **$200MM+ Deployed**

Footer: *"COPYRIGHT 2022 – CHANGE CAPITAL – ALL RIGHTS RESERVED"*.

**The user's quoted wording is confirmed, with one correction.** "Founded in 2014", "2,500+ Transactions" and "$200MM+ Deployed" are exact and in that order. But **"Lending Investing Giving" is the site's three navigation items, not a strapline.** The pipe-separated tagline form — *"Lending | Investing | Giving"* — comes from the firm's LinkedIn page, not the homepage.

**Legal entity — CONFIRMED.** From `https://change.capital/PRIVACY`: *"**Change Capital Management LLC** ( Change Capital) values its users' privacy"* and *"Change Capital Management LLC's operations are located primarily in the United States."* Mailing address, verbatim: *"Change Capital Management LLC, 600 Madison Ave, New York, New York 10022."*
Contact page: *"Our Address / 600 Madison Ave. 18th Fl. / New York, NY 10022 · Call Us / 646.434.0900 · Email Us / info@change.capital"*.

**Who runs it — CONFIRMED.** Homepage press-release headline: *"Change Capital CEO, **Raffi Azadian**, Speaking at NYIC Long Island Luncheon"*.

**What it does — CONFIRMED.** From `https://change.capital/lending/`:
> *"Change Capital's lending vertical primarily focuses on providing subordinated and bridge financing to middle-market companies. We utilize rigorous traditional analysis powered by technology and experience to provide bespoke deal structures at unorthodox speed with certainty-to-close."*

Deal sizes on its own press releases: *"$775K Provided to American Sign Language Services"*, *"$150K Provided to Burbank, CA based Pure Cycles"*, *"$550K in Sub-Debt Provided to Growing Healthcare IT Firm"*, *"$2MM in Sub-Debt Provided to a National Healthcare Staffing Platform"*.

⚠️ **Do not narrate "founded in 2014" as fact.** The homepage says it, but the launch announcement — *"Azadian Group Launches Change Capital"*, PRWeb, May 2018 — describes Change Capital as newly spun off as a wholly-owned subsidiary of Azadian Group. 2014 may refer to the parent; no fetched page states Azadian Group's founding year. **Attribute it to the company's own website or leave it out.**

### 4.2 The firm Lobmeyr actually worked at — CONFIRMED, with a twist

**CHANGE CAPITAL PARTNERS LLP, UK company number `OC302712`.**
`https://find-and-update.company-information.service.gov.uk/company/OC302712`
> Company status: **Active** · Limited liability partnership · **Incorporated on 26 July 2002** · Previous name: CHANGE CAPITAL ADVISORS (UK) LLP until 13 Dec 2002 · Registered office: **West Lane Farm, West Lane, Hampsthwaite, Harrogate, England, HG3 2HP**

**His Capital D bio, verbatim** (`https://capitald.com/team/stephan-lobmeyr/`):
> *"Prior to Capital D, Stephan was **one of two deal partners for 12 years at Change Capital Partners**, where he invested successfully in mid market consumer good and retail companies across Europe. Previously he served as a director of Hicks, Muse, Tate & Furst…"*

**The "12 years" checks out to the month.** The officers register shows him twice, under two Companies House spellings, both born July 1966:
> **LOBMEYER, Stephan Maxmilian** [sic] — Resigned LLP Designated Member — **Appointed 19 April 2005, Resigned 12 May 2017** — 13 Argyll Road, London W8 7DA
> **LOBMEYR, Stephan Maximilian** — **Active** LLP Designated Member — **Appointed 14 November 2017** — West Lane Farm, Hampsthwaite, Harrogate — residence France

19 April 2005 → 12 May 2017 is twelve years and about three weeks. *(OUR ARITHMETIC on two filed dates.)*

⭐ **The twist the current draft does not have: "prior to Capital D" is not the whole story. Lobmeyr is still an active designated member of Change Capital Partners LLP today.** He joined Capital D Management LLP (`OC416208`) on **3 March 2017**, and rejoined Change Capital Partners LLP eight months later, on 14 November 2017, with no resignation recorded. The two appointments run concurrently. His three current appointments are: CHANGE CAPITAL PARTNERS LLP, CHANGE CAPITAL SERVICES LIMITED (04487381, now dissolved) and CAPITAL D MANAGEMENT LLP.

Note also that Change Capital Partners LLP's registered office is now **a private farmhouse in Yorkshire** — the same address as Lobmeyr's own correspondence address — which is what a wound-down firm kept alive administratively looks like, not an operating London private-equity house. Its most recent accounts run to 31 December 2024, its most recent confirmation statement to 3 September 2025.

**The Vandevelde connection — CONFIRMED.** The same officers page lists **VANDEVELDE, Luc Emile Rene** (Active LLP Designated Member, appointed 21 January 2003, Monte Carlo, Monaco, b. February 1951) and **HOLMES, Roger Anthony** (Active, appointed 19 April 2005, b. January 1960 — the former Marks & Spencer chief executive). Lobmeyr sat in the same LLP as both.
*Not confirmed: that "one of two deal partners" means Lobmeyr and Steven Petrow specifically. That pairing is an inference.*

⚠️ **A date discrepancy to handle:** Companies House says **incorporated 26 July 2002**; Private Equity International's profile says *"Established in 2003"* and describes the firm in the **past tense** as a London-based lower-mid-market investor in *"consumer goods, leisure, retail and business services"* across the UK, Germany, France and Italy. Use "incorporated in 2002, operating from 2003", or attribute.

**Lobmeyr is also, separately, an active director of ELECTRIFY VIDEO PARTNERS LIMITED (13573516), appointed 12 September 2023, nationality Austrian, resident in France.** (This is worth noting because `who-is-who.md` records him only as a **PSC** who ceased on 17.01.2025 — he ceased being a *person with significant control*, but he did not leave the board.)

### 4.3 Are they the same firm? — CONFIRMED NO

| | **change.capital** | **Change Capital Partners LLP** |
|---|---|---|
| Legal entity | Change Capital Management LLC | OC302712 |
| Country | United States — 600 Madison Ave, New York | United Kingdom — inc. 2002, office now Harrogate |
| Business | Bridge, subordinated, mezzanine and DIP lending, $150K–$2MM tickets | European mid-market consumer and retail control buyouts |
| People | Raffi Azadian (CEO), Azadian Group | Luc Vandevelde, Roger Holmes, Steven Petrow, **Stephan Lobmeyr** |
| Lobmeyr present? | **No** | **Yes** |

Tested directly: `https://change.capital/?s=Lobmeyr` returns zero matches; `?s=Vandevelde` returns zero; the site's WordPress search API returns empty for "lobmeyr" **and for "london"** — *the site contains no reference to London at all*. Conversely, no UK Companies House record for any "Change Capital" entity names Raffi Azadian, Azadian Group or any New York address, and Change Capital Management LLC does not appear among the 35 UK "change capital" search results.

⚠️ **Phrase it carefully.** "These are different firms with a similar name" is **CONFIRMED**. "No person or entity has ever been involved in both" is **NOT CONFIRMED** — absence from the public record is strong but not proof. Say *"a different firm that happens to share the name"*, not *"no relationship whatsoever has ever existed"*.

### 4.4 Other "Change Capital" entities to rule out

| Name | What it is | Where |
|---|---|---|
| **Change Capital Management LLC** | New York lender, Raffi Azadian | `https://change.capital/` (`changecapital.com` redirects here) |
| **Change Capital Partners LLP** | London/Yorkshire PE, Vandevelde / Lobmeyr | Companies House OC302712 |
| **CHANGE CAPITAL — Investment Office Frankfurt** | German one-man investment office of **Oliver Krautscheid**; German-language site; mandates listed as MOLOGEN AG, EASY SOFTWARE AG, EPG AG | `https://change-capital.com/` |
| **Climate Change Capital** and ~12 related entities | Separate London environmental/carbon investment manager, c.2003–2015 | e.g. CLIMATE CHANGE CAPITAL LIMITED 05191608, dissolved 15 Jul 2023 |
| **Azadian Group LLC** | Parent of the New York Change Capital | `https://azadiangroup.com/` |
| **PARADIGM CHANGE CAPITAL PARTNERS LLP** (OC356116, 21 Ellis Street, London SW1X 9AL, inc. 1 July 2010) | **Closest London name-collision risk** — a different LLP entirely | Companies House |
| CHANGE CAPITAL LIMITED (04478963, dissolved 12 Nov 2024) · CHANGE CAPITAL ASSOCIATES LIMITED (07641135, dissolved 2014) | Unrelated dormant UK shells | Companies House |

Group entities around OC302712, for completeness: CHANGE CAPITAL INVESTMENT MANAGEMENT LLP (OC308902, dissolved 5 Mar 2018), CHANGE CAPITAL SERVICES LIMITED (04487381, dissolved 3 May 2022), CHANGE CAPITAL (NOMINEES) LIMITED (05765864, dissolved 11 Oct 2016), CHANGE CAPITAL CARRY LIMITED (05079036, dissolved), CHANGE CAPITAL FUNDS L.P. (LP008450), CHANGE CAPITAL CARRY II L.P. (SL005990). Lobmeyr is an officer of four of them; nationality recorded throughout as **Austrian**.
*"Change Capital Holdings" does **not** exist as a UK-registered company — a search returns nothing. Treat any such reference as loose shorthand for the New York business.*

### 4.5 One-sentence description for narration

> **"Change Capital is a New York lender on Madison Avenue that puts up bridge and subordinated financing — typically a few hundred thousand to a couple of million dollars at a time — for mid-sized American companies."**

Every element is sourced: "New York" and "Madison Avenue" from the contact page; "bridge and subordinated financing" and "middle-market companies" verbatim from the lending page; the deal sizes from the firm's own press-release headlines.

**And the correction the film needs:** *"Not to be confused with Change Capital Partners — the London private-equity firm founded by former Marks & Spencer chairman Luc Vandevelde, where Stephan Lobmeyr spent twelve years. Different firm, same name."*

---

## 5. ELECTRIFY BALANCE SHEET — LINE BY LINE

Every figure in this section is **FILED**. The "prior year" column is the comparative printed alongside it in the same document, so the film can legitimately say "this year X, that year Y" from a single frame.

### 5.1 Tangible fixed assets

| | Figure | Status | Where it is printed |
|---|---|---|---|
| **2025 (group)** | **$180,144** | FILED | 2025 accounts, **Consolidated Balance Sheet, printed page 8** (PDF p.10), line "Tangible assets 8"; detail in **note 8, printed page 17** (PDF p.19) |
| 2024 (group), prior-year column | $109,953 | FILED | same two places, comparative column |
| 2023 (group) | $9,266 | FILED | 2024 accounts, **note 8, printed page 18** ("At 31 December 2023 … 9,266") |
| **2022** | **nil — printed as a dash** | FILED | **2023 accounts, Balance Sheet, printed page 2**: `FIXED ASSETS / Tangible assets 4 … 2023 $9,266 … 2022 –` |

Note 8 in the 2025 accounts breaks the $180,144 down as: improvements to property $24,335 · plant and machinery $3,099 · computer equipment $152,710. Cost brought forward $123,503, additions $130,852, depreciation charge for the year $60,661.

> ⚠️ **A trap the film must not fall into.** The 2022 zero and the 2025 $180,144 are **not the same measure**. The 2022 and 2023 accounts are **company-only and unaudited**; consolidated accounts begin with the 2024 set. So the honest line is: *"In its first full set of accounts the company owned no physical assets at all. By 2025 the whole group owned $180,000 of them — laptops, a bit of plant, and some improvements to a rented office."* Do **not** say "the group's tangible assets went from zero to $180,000", because there was no group balance sheet in 2022.
>
> A second, cleaner version that avoids the problem entirely and is still striking: at 31 December 2023 the group's tangible fixed assets were **$9,266** (note 8, 2024 accounts) against intangible assets of **$18,711,135** (note 7, same page).

### 5.2 Intangible assets — total

| | Figure | Status | Where |
|---|---|---|---|
| **2025** | **$54,056,609** | FILED | 2025 accounts, Consolidated Balance Sheet, **printed page 8**; note 7, **printed page 17** |
| 2024 (prior-year column) | $51,207,279 | FILED | same |
| 2023 | $18,711,135 | FILED | 2024 accounts, note 7, printed page 16 |

Set against tangible assets of $180,144, that is **300 times more intangible than tangible**. (OUR ARITHMETIC: 54,056,609 ÷ 180,144 = 300.1.)

### 5.3 "Patents, copyrights and design rights" — $27,066,778

| | Net book value | Cost | Status | Where |
|---|---|---|---|---|
| **31.12.2025** | **$27,066,778** | $32,709,761 | FILED | 2025 accounts, **note 7, printed page 17** (PDF p.19) |
| 31.12.2024 | $31,180,460 | $34,612,301 | FILED | same note, prior-year line |
| 31.12.2023 | $17,752,877 | $18,847,311 | FILED | 2024 accounts, note 7, printed page 16 |

Movements inside the column during 2025, all from the same note: additions $1,000,001 · disposals $(1,000,000) · **impairments $(1,902,541)** · amortisation for the year $2,575,066.

It is the **largest single asset the group owns** — larger than goodwill ($25,915,221) and larger than everything else on the balance sheet put together.

### 5.4 The accounting policy on page thirteen — verbatim

**Where:** note 2 ACCOUNTING POLICIES, sub-heading **OTHER INTANGIBLE ASSETS**, **printed page 13** (PDF p.15) of the **2025 accounts** — and, word for word identical, **printed page 13** (PDF p.15) of the **2024 accounts**. Filming either gives the same text.

> **Copyrights**
> Copyrights provide protection for original works of authorship, including literary, musical, and audiovisual creations. Copyright encompasses all video content, scripts, voiceovers, animations, sound effects, music, and other creative works produced by the channels.
>
> **Design Rights**
> Design rights protect the visual appearance of a product or creation, including shape, configuration, pattern, or ornamentation. **Design rights include the visual style of animations, characters, graphics, thumbnails, set layouts, and user interface elements.**

The word **"thumbnails"** is on the page, in the company's own audited accounting policy. That is the whole point and it needs no gloss.

Immediately above it, on the same page, the policy for **Patents**: *"Patents relate to the proprietary technology, including aspects of content production tools developed by or for the channels…"* — and immediately below, on printed page 14, **Brands / Trademarks**: *"distinctive names, logos, slogans, and visual identifiers that differentiate the channels in the market."*


---

## 6. THE VALUATION TRAIL

### 6.1 The seven claims, checked one by one

| # | Claim in narration | Verdict | Correct figure | Status | Source |
|---|---|---|---|---|---|
| 1 | Paid in for shares since 2021 = **$31.4m** | ✅ stands | **$31,439,788** ($31,437,760 share premium + $2,028 share capital) | **FILED** | 2025 accounts, Consolidated Balance Sheet, **printed page 8**; note 16 "Reserves", **printed page 23**; note 15, **printed page 22** |
| 2 | Owed to lenders = **$41.1m** | ✅ stands — but two different $41.1m figures exist | **$41,107,042** secured debt **or** **$41,116,792** total loans | **FILED (both)** | note 14 "Secured Debts", **printed page 22** = $41,107,042 · note 13 + cash-flow note 3 "Analysis of changes in net debt", **printed page 11** = $41,116,792 |
| 3 | Company worth about **$75m**, last share price × number of shares | ✅ arithmetic is sound | **$74,733,607** = 2,027,994 × $36.851 | **OUR ARITHMETIC** from two filed numbers | shares: note 15, **printed page 22**, and CS01 2026 · price: note 15, *"the company issued 229,990 Ordinary Shares @ $0.001 per share at a premium of $36.85 per share"* |
| 4 | Same calculation two years earlier ≈ **$19m** | ❌ **DOES NOT RECONCILE** | see 6.3 below | **NOT CONFIRMED** | — |
| 5 | Cumulative losses **$12.6m** | ⚠️ figure right, label wrong | **$(12,585,887)** — this is *retained earnings*, i.e. accumulated **deficit**, not cumulative losses | **FILED** | note 16 "Reserves", **printed page 23**; also Consolidated Balance Sheet, **printed page 8** |
| 6 | Operating profit **$1.18m** | ✅ stands | **$1,181,942** (2024: operating **loss** $621,227) | **FILED** | Consolidated Income Statement, **printed page 7** (PDF p.9) |
| 7 | Interest rising from **$2.8m to $8.5m** | ✅ stands | **$2,855,293 → $8,498,365** | **FILED** | Consolidated Income Statement, **printed page 7**, line *"Interest payable and similar expenses"*; identical figures in the Cash Flow Statement, **printed page 10**, line *"Interest paid"* |

### 6.2 On claim 5 — say "accumulated deficit", not "cumulative losses"

$12,585,887 is the retained-earnings deficit. It is **not** the sum of the losses, because dividends were also charged against it. The two are different numbers and a lawyer will spot it:

- Sum of the **filed losses** 2023 + 2024 + 2025 = 781,927 + 1,338,216 + 7,896,523 = **$10,016,666**. *(OUR ARITHMETIC from three filed income statements.)*
- Sum of the **filed dividends** 2023 + 2024 + 2025 = 648,821 + 907,496 + 1,063,161 = **$2,619,478**. *(OUR ARITHMETIC.)*
- Those, plus the opening balance and a $60,543 prior-year adjustment, produce the $12.6m deficit.

**Safe narration:** *"By the end of 2025 the company had run up an accumulated deficit of twelve and a half million dollars."* Or, if the film wants losses specifically: *"Ten million dollars of losses in three years"* — which is FILED and defensible.

### 6.3 On claim 4 — the $19m does not come out

The $75m calculation is *last price paid for a share × total shares in issue*. Run honestly for every year end, using only filed numbers, it gives:

| Year end | Shares in issue (FILED) | Last price paid per share (FILED) | Implied value (OUR ARITHMETIC) |
|---|---|---|---|
| 31.12.2022 | **1,005,127** — SH01 filed 07.02.2023 | **$14.96** — SH01, allotment of 22.12.2022 | **$15.0m** |
| 31.12.2023 | **1,612,877** — CS01 made 08.03.2024 | **$24.66** implied — see note below | **$39.8m** |
| 31.12.2024 | **1,798,004** — note 15, 2024 accounts | **$27.551** — note 15, allotment of 20.11.2024 at $0.001 + $27.55 premium | **$49.5m** |
| 31.12.2025 | **2,027,994** — note 15, 2025 accounts | **$36.851** — note 15, 2025 allotment at $0.001 + $36.85 premium | **$74.7m** |

*The 2023 price is implied, not stated: 1,612,877 − 1,005,127 = 607,750 new shares against a filed cash share issue of $14,984,957 (2023 cash flow statement) = $24.66 per share. The only price actually printed in the 2023 accounts is **$15.916 per Series A Share**, from note 10, the MEP Capital warrant of 10 February 2023 — and 1,612,877 × 15.916 = $25.7m.*

**So "two years earlier" gives $39.8m or $25.7m, and three years earlier gives $15.0m. Nothing gives $19m.**

> ⚠️ **The likely source of the error, and it must not go to air.** $19.3m is exactly 1,212,000 × $15.916. The $1,212 is the **2022 called-up share capital as restated into US dollars** in the 2023 accounts — the 2022 comparatives were translated from sterling at £1 = $1.21006 (2023 accounts, note 2, "Change in functional currency and presentation currency"). Dividing a currency-translated capital figure by $0.001 does **not** give a share count. The real 2022 share count is **1,005,127**, and the 2022 sterling accounts show share capital of **£1,001**, not $1,212.
>
> **Recommendation:** replace "$19m two years earlier" with either **"$15m three years earlier"** (31.12.2022, the cleanest and most dramatic comparison, and both inputs are filed) or **"$50m the year before"** (31.12.2024, both inputs filed and no implication required). Do not use $19m.

### 6.4 How $31.4m, $41.1m and $75m relate — the narration is currently ambiguous

These three numbers are in three different categories and **they do not add up to anything**. Adding them, or implying the $75m contains the other two, is the mistake to avoid.

- **$31.4m is money that came in and has already gone out.** It is the historic cash that shareholders paid for their shares since 2021 — a line in the *equity* section of the balance sheet. Most of it has been spent on buying channels. It is a record of the past, not a present-day value.
- **$41.1m is money owed to other people.** It is a *liability*. It ranks ahead of every shareholder. If the company were wound up tomorrow, this is paid first.
- **$74.7m is a valuation of what is left over for the shareholders after that debt.** It is *equity value*: the price of the most recent share multiplied by every share in issue. Because the debt sits above it, the $41.1m is **already netted off** inside the $75m — it is not added to it.

Three consequences worth putting on screen, all OUR ARITHMETIC from filed figures:

1. **The whole business — equity plus debt — is being valued at roughly $105m.** ($74.7m equity + $41.1m debt − $11.5m cash at bank = $104.3m. Cash at bank from the Consolidated Balance Sheet, printed page 8.)
2. **Shareholders paid in $31.4m and the market price now says their stake is worth $74.7m** — a 2.4× paper gain on money that has mostly been converted into intangible assets.
3. **The balance sheet itself says the equity is worth far less than $74.7m.** Net assets are **$23,704,990** and shareholders' funds **$18,853,901** (Consolidated Balance Sheet, printed page 8). So the share price values the company at **about four times its own audited book value** — and that gap is the film's point, not a slip.

**Suggested narration replacing the ambiguous version:**
> *"Since 2021 investors have put thirty-one million dollars into Electrify for shares. Lenders have put in another forty-one million, which the company has to pay back. And the last time anyone bought a share, the price implied the whole of the shareholders' stake — after the debt — was worth about seventy-five million. The audited accounts value that same stake at nineteen million."*

*(That last figure is FILED: shareholders' funds $18,853,901, Consolidated Balance Sheet, printed page 8. It is a legitimate $19m — but it is book equity, not a share-price valuation. If the film's "$19m" was always this number, the fix is simply to label it correctly.)*


---

## 7. WHAT DID FERN COST

> ⚠️ **READ THIS FIRST. The premise in the brief is wrong, and the film would be corrected on it.**
> **fern's parent company, A&E Enterprises B.V., was NOT acquired in 2025. It was acquired during the year ended 31 December 2024.** That is stated in the accounts of the company that actually bought it, and the purchase price is sitting in that company's 31 December 2024 balance sheet. **The $8,865,641 of 2025 spending therefore cannot be fern.**

### 7.1 ⭐ The new document: Electrify Video Partners OPS Limited's own accounts

The group accounts (13573516) never date the A&E purchase. But **A&E was not bought by the parent** — it was bought by the operating subsidiary, **ELECTRIFY VIDEO PARTNERS OPS LIMITED, company number 13775864**, which files its own separate accounts. Those had not previously been pulled. They are now in evidence:

- **`04-evidence/ops-accounts-2024.pdf`** — accounts for a small company, y/e **31 December 2024**, filed 17 December 2025, approved by the board **12 December 2025**, signed **O J C Maher – Director**
- **`04-evidence/ops-accounts-2025.pdf`** — y/e 31 December 2025, filed 29 July 2026, approved 27 July 2026
- **`04-evidence/ops-accounts-2023.pdf`** — y/e 31 December 2023, filed 23 December 2024
- **`04-evidence/evpops1-accounts-2023.pdf`** and **`04-evidence/evpops1-accounts-2025.pdf`** — EVP OPS 1 Limited (14444767)

Filing history: `https://find-and-update.company-information.service.gov.uk/company/13775864/filing-history?category=accounts`

**Note 6, FIXED ASSET INVESTMENTS, printed page 6** (PDF p.8) of the 2024 accounts — verbatim, and the scan is clean enough to film:

> **6. FIXED ASSET INVESTMENTS** — *Shares in group undertakings $*
> COST — At 1 January 2024 **2,628,028** · Additions **13,180,453** · At 31 December 2024 **15,808,481**
> NET BOOK VALUE — At 31 December 2024 **15,808,481** · At 31 December 2023 **2,628,028**
>
> *"The company holds 100% of the equity share capital in EVP OPS1 Limited, whose registered office address is the same as the parent company."*
>
> *"During the year, the company acquired 100% of the equity share capital of Simple History Ltd, a company incorporated on 18 May 2017, engaged in video distribution activities. The registered office is the same as the parent company. Simple History Limited was subsequently dissolved on 5 August 2025."*
>
> ***"During the year, the company acquired 100% of the equity share capital of A&E Enterprises B.V. a company with limited liability, incorporated under Dutch law. A&E Enterprises B.V. holds all the issued share capital of Warenhaus B.V. a private company with limited liability incorporated under Dutch law."***

**Status: FILED.** And the wording is corroborated by the balance sheet itself, which is the harder evidence: the cost of the A&E investment is **inside the $15,808,481 closing balance at 31 December 2024**. A company cannot carry the cost of a subsidiary it has not yet bought. So the acquisition completed **on or before 31 December 2024**.

The following year's note is consistent — 2025 accounts, **note 7, printed page 6**: *"The company holds 100% of the equity share capital in A&E Enterprises B.V…"* — present tense, no "during the year", i.e. no new acquisition.

### 7.2 So what CAN be said about the price

| Item | Figure | Status | Source |
|---|---|---|---|
| OPS Limited's additions to investments in group undertakings during 2024 | **$13,180,453** | **FILED** | `ops-accounts-2024.pdf`, note 6, printed page 6 |
| What that $13,180,453 covers | **two** acquisitions: **Simple History Ltd** and **A&E Enterprises B.V.** | **FILED** | same note |
| ⇒ Cost of A&E Enterprises B.V. | **some part of $13,180,453 — an upper bound, not a price** | **OUR ARITHMETIC / inference** | — |
| OPS Limited's additions to investments during 2025 | **$2,603,400** | **FILED** | `ops-accounts-2025.pdf`, note 7, printed page 6 |
| What the 2025 $2,603,400 relates to | **NOT STATED.** The 2025 note names no new subsidiary. It is consistent with further consideration on an existing holding, or a capital injection — but the accounts do not say. | ❌ **NOT CONFIRMED** | — |

**The defensible statement:**
> *"Electrify's British operating company spent thirteen point two million dollars in 2024 buying two businesses outright. One was Simple History. The other was a Dutch company called A&E Enterprises, in Amsterdam — the company that owns fern. The accounts do not split the thirteen point two million between them. So fern cost something less than thirteen million dollars, and Electrify has never said how much less."*

**And the correction to the current draft:** the $8,865,641 of 2025 spending is **not** fern. In 2025 the group's only stated acquisitions were **UI Dev, Inc.** (completed 31 March 2025) and the two newly-formed shell companies Electrify Video Partners Operations 1 and 2 Limited (17 July 2025), which are incorporations, not purchases.

### 7.3 ⚠️ The one weak link in the chain — state it honestly

**No Electrify filing anywhere uses the word "fern".** The identification runs:

Electrify bought **A&E Enterprises B.V.** *(FILED — OPS Ltd 2024 accounts, note 6)* → A&E Enterprises B.V., KVK **81400845**, Weteringschans 126, Amsterdam, had as its directors from 28.12.2020 **BOKO B.V.** and **JONBEN B.V.** *(Dutch KVK publications, per `who-is-who.md`)* → BOKO B.V.'s director is **Arthur David Wariboko** and JONBEN B.V.'s is **Jonas Benninghaus** *(same source)* → **BOKO B.V. and JONBEN B.V. each now hold 6,242 shares of Electrify Video Partners Limited** *(FILED — CS01 made 08.03.2026)*, and neither appears in the CS01 made 08.03.2025 → A&E's operating subsidiary **Warenhaus B.V.**, KVK 81407653, trades as **Jayko Media**, SBI code **59111 — film production**, five employees.

That chain is strong, but the final link — "and therefore this is fern" — rests on the Dutch register, not on any Electrify document. **If the film names fern's parent on screen, cite the Dutch KVK, not the accounts.**

### 7.4 "Deferred consideration" — one plain sentence

> **Deferred consideration is the part of a purchase price the buyer has agreed to pay later — often only if the thing bought keeps performing — so it sits on the balance sheet as a debt to the seller rather than as cash already handed over.**

| | Figure | Status | Source |
|---|---|---|---|
| Deferred consideration owed at 31.12.2025 | **$7,148,879** | **FILED** | 2025 group accounts, note 11 "Creditors: amounts falling due within one year", **printed page 21** |
| Same at 31.12.2024 | **$6,791,817** | **FILED** | same line, prior-year column |

Two things the accounts do say, and one they do not:
- ✅ **All of it falls due within one year.** Note 12 (creditors after more than one year) contains nothing but loans. So the whole $7,148,879 was payable during 2026.
- ✅ It went **up**, not down, between 2024 and 2025 — by $357,062 — even though the company was paying out. *(OUR ARITHMETIC.)*
- ❌ **The accounts never attribute it to any acquisition.** It cannot be allocated to fern, to UI Dev, or to anything else. The brief's phrase *"carried across all acquisitions ever"* is an interpretation, not a disclosure. Say *"purchase price it has agreed but not yet paid"* and stop there.

**Useful line for the film:** *"At the end of 2025, Electrify still owed seven point one million dollars of purchase price to people it had already bought from — all of it due within the year."*

### 7.5 What the accounts still do not disclose, and why

The 2024 and 2025 group accounts are filed under **FRS 102 Section 1A**, the small companies regime. That regime does not require a business-combinations note disaggregating consideration by acquiree. That is why there is no line anywhere saying what any single channel cost, and it is entirely lawful. The film should say that, because it pre-empts the obvious objection.

Note also that there is **no "acquisition of subsidiaries" line in the group cash flow statement at all** — acquisitions surface only as *"Purchase of intangible fixed assets"*.

### 7.6 What would close it

1. ⭐ **The Dutch statutory accounts of A&E Enterprises B.V. (KVK 81400845) and Warenhaus B.V. (KVK 81407653)**, filed at the Kamer van Koophandel. A Dutch B.V. must file, and the filing records the change of shareholder. **This would date the acquisition to the day** and may show the consideration. Not yet obtained. This is the single highest-value outstanding document in this whole pass.
2. The share purchase agreement — private.
3. A split of the $13,180,453 between Simple History Ltd and A&E — not disclosed anywhere found; Simple History Ltd was dissolved 5 August 2025 and its final accounts may help.


---

## 8. VERITASIUM'S PRICE

**Short answer: no defensible number can be given. No public source states it, and the film should say so rather than estimate.**

### 8.1 ⚠️ FIRST — THE QUOTE THE BRIEF RELIES ON IS NOT CONFIRMED

The brief says Muller stated on **19 August 2026** that the price was *"many years of profit"* and that valuation was *"a multiple of"* annual profit. **That quote could not be found, and the two places it was most likely to be affirmatively do not contain it.**

- **There is no Veritasium video on or around 19 August 2026.** The most recent upload is **"Total Solar Eclipse from 92,000 Feet"** (`J1WoNuemKOg`), **17 August 2026** — the day *before* Forbes published. The uploads before that are 2 August, 25 July, 14 July and 22 June 2026. There is no on-camera response to the Forbes piece on the main channel.
- **The Forbes article of 18 August 2026 contains neither phrase.** Checked mechanically: zero occurrences of "multiple", zero of "many years of profit".
- **Muller's own explanatory video, "The Future of Veritasium"** (`piHGnG4LsmQ`, uploaded 24 December 2025, 5,020,734 views), contains neither phrase. The official English subtitle track was downloaded and searched; every occurrence of price/profit language is accounted for in 8.2 below.

**Recommendation: do not broadcast "many years of profit" or "a multiple of annual profit" as a Muller quote.** As it stands it is unsourced. *Residual gap: YouTube blocked retrieval of the @veritasium community tab, and a sweep of podcast appearances (Colin & Samir and similar) was not completed — so this is "not found where it should be", not a proven negative. If a producer has a specific clip, send the URL and timestamp and it can be verified in minutes.*

### 8.2 What IS documented

**The deal, from Electrify's own press release** — `https://www.electrify.video/news/electrify-completes-majority-investment-in-veritasium`, dated **21 April 2023**:
> *"Electrify announced today that it has made a strategic investment in Veritasium, a leading science brand with over 13 million subscribers on YouTube."*
> *"Derek Muller, the channel's founder and leading talent will continue to play a key part in the business' future, retaining an ongoing ownership interest in Veritasium and becoming a shareholder in Electrify Video Partners."*

⚠️ Note the internal discrepancy, which is itself filmable: the **headline** says *"majority investment"*; the **body** says only *"strategic investment"* and never gives a percentage. **The release contains no price, no valuation and no multiple.**

**Muller's own account, in his own words** — `piHGnG4LsmQ`, 24 December 2025, official subtitles, with timestamps:
> **[09:43]** *"So the deal they offered me was this. They would buy some of the business, but I would remain an owner. They would take care of things like hiring, production, logistics, you know, corporate compliance, taxes, all that sort of stuff. And they would reduce my working hours."*
> **[10:13]** *"Plus with the cash they would pay up front for equity, well, that would reduce the precariousness of being a creator…"*
> **[10:36]** *"I signed the deal in April, 2023, and since then, Veritasium has been owned and run by me and Electrify."*
> **[13:03]** *"…far from cutting costs, under Electrify, expenses have quadrupled."*

**The 80/20 split, from the accounts** — 2025 accounts, note 9 (printed page 19) and note 17 (printed page 23):
> *"The parent company, Electrify Video Partners Limited, indirectly owns 80% of the share capital of Electrify US LLC. The other 20% is owned by **Veritasium Inc., a Delaware corporation (file number 5769459)** registered at 11425 Bermuda Road, Unit 1064, Henderson, Nevada, 89052."*

**Muller's stake in the UK parent** — **4,545 ordinary shares, 0.22%**, per CS01 made 08.03.2026. He first appears in the register in the **CS01 made 08.03.2024** (also 4,545 shares) and is **absent** from the CS01 made 17.08.2023 — consistent with an April 2023 completion followed by a later share allotment.

**Forbes, 18 August 2026**, Andrew Balaban, *"How London's Electrify Rolls Up YouTube Channels Turning Creators Into Cash Cows"*:
> *"In late 2025, two years after the acquisition, Veritasium's Muller posted a video announcing the partnership, which according to U.K. disclosures gave Electrify 80% ownership."*
> *"Veritasium's payroll has grown eight-fold—from four to 34—since it was acquired in 2023."*
> *"While Electrify refuses to discuss the specifics of its financial results…"*

⚠️ **Material disclosure the film must carry if it quotes Forbes**, printed at the foot of the article: *"Disclosure: Electrify cofounder Ian Shepherd is a contributor to Forbes."*

**No US securities filings exist.** SEC EDGAR full-text search returns **0 hits** for "Veritasium" and **0** for "Electrify Video". There is a registrant "Electrify 1 Partners LLC" (CIK 0001988521) filing Form D — its address is Downers Grove, **Illinois**, and it is **unrelated**. Do not use it. Delaware and Nevada publish no financial performance data for private corporations.

### 8.3 What is INFERABLE, with the assumptions named

**Inference A — an upper bound on the 2023 cash outlay. Reasonably strong.**
Electrify's own portfolio page dates its investments: Astrum 2021, Spitbrix 2022, **Veritasium 2023**, Mentour Pilot / Fireship / Simple History 2024, fern / Simplicissimus / Unfassbar 2025, The Rundown 2026. **Veritasium appears to be the only portfolio addition in 2023.** Group cash spent on intangible fixed assets in 2023 was **$20,085,405** (FILED — 2024 accounts, cash flow statement, printed page 10, 2023 column).

The accounts corroborate that this was essentially a standing start: cost of intangible assets **at 1 January 2024 was $20,078,690** (FILED — 2024 accounts, note 7, printed page 16). Subtract the $20,085,405 spent during 2023 and the implied opening cost at 1 January 2023 is **effectively nil**. *(OUR ARITHMETIC.)* In other words, virtually the group's entire intangible asset base was created in the single year Veritasium was bought.

→ **If** Veritasium was the only 2023 acquisition, upfront cash consideration was **no more than about $20m**, and plausibly most of it.

**Assumptions that must be stated on screen if this is used:** (i) that there was no unlisted 2023 acquisition — Electrify's site claims "11 total investments" and "21 brands" against 10 listed, so unlisted deals may exist; (ii) that the "purchase of intangible fixed assets" line is acquisition consideration and not partly capitalised content or software; (iii) that it excludes deferred consideration and any equity rolled rather than paid in cash. Note also that a $3,323,163 *"Reclassification of intangible assets"* sits in the 2023 investing column and is not explained.

**Inference A-plus — ⭐ NEW, and much stronger. The 2023 money can be traced out of the UK companies and into the American one, using nothing but filed accounts.**

Every UK company in the group files its own accounts. Their intangible assets can therefore be subtracted from the group total, and what is left must sit in the US structure — Electrify US HoldCo, Inc. and **Electrify US LLC, the entity that holds Veritasium**.

| At 31 December 2023 | Cost of intangible assets | Status | Source |
|---|---|---|---|
| **Group total** | **$20,078,690** | FILED | 2024 group accounts, note 7, printed page 16, "At 1 January 2024" |
| Electrify Video Partners Limited (parent) | **nil** | FILED | 2023 accounts, balance sheet, printed page 2 — no intangibles line |
| Electrify Video Partners OPS Limited (13775864) | **$1,491,966** | FILED | its own 2024 accounts, note 4, "At 1 January 2024" — `04-evidence/ops-accounts-2024.pdf` |
| EVP OPS 1 Limited (14444767) | **$2,841,995** | FILED | its own 2023 accounts, note 4, "At 31 December 2023" — `04-evidence/evpops1-accounts-2023.pdf` |
| **⇒ Remainder, held outside the UK companies** | **$15,744,729** | **OUR ARITHMETIC** | 20,078,690 − 1,491,966 − 2,841,995 |

And the same exercise on the *year's spending* rather than the closing balance:

| Additions to intangibles during 2023 | Amount | Status |
|---|---|---|
| Group | $20,085,405 (cash) | FILED — 2024 group accounts, cash flow, printed page 10 |
| Electrify Video Partners OPS Limited | **$822,386** | FILED — its own 2023 accounts, note 4 |
| EVP OPS 1 Limited | **$195,127** | FILED — its own 2023 accounts, note 4 |
| **⇒ Spent outside the UK companies in 2023** | **$19,067,892** | **OUR ARITHMETIC** |

**So of roughly twenty million dollars spent on acquiring intangible assets in 2023, about one million went through the British companies and about nineteen million did not.** In 2023 the American structure held **Veritasium and nothing else** on Electrify's own published timeline (Fireship arrives 2024, UI Dev 2025) — and the debenture's Schedule 1 confirms the two trade marks owned by ELECTRIFY US LLC are *"VERITASIUM AN ELEMENT OF TRUTH"* and *"SNATOMS (Logo)"*, both Derek Muller businesses.

**This is the strongest thing the film can honestly say about the price**, and every input is a filed figure:

> *"Electrify has never said what it paid. But the accounts can be read backwards. In 2023 the group spent twenty million dollars buying intangible assets. Every British company in the group files its own accounts — and between them they spent one million. The other nineteen million went into the American company. And in 2023, the American company held one thing: Veritasium."*

**Assumptions that must still be named, because a lawyer will:** (i) that the American structure made no other 2023 acquisition — Electrify's site claims "11 total investments" and "21 brands" against 10 listed on its portfolio page, so an unlisted deal is possible; (ii) that Snatoms was acquired as part of the same Veritasium transaction rather than separately; (iii) that the figure is **upfront cash only** and excludes deferred consideration and any equity rolled rather than paid — Muller received 4,545 Electrify shares, which are consideration too; (iv) an unexplained *"Reclassification of intangible assets"* of $3,323,163 sits in the 2023 investing column and is not broken down. **The safe form is "about nineteen million dollars", never a precise figure, and never the word "price".**

**Inference B — implied profit of Electrify US LLC. Weak. Use only as a ceiling, if at all.**
Note 16 of the 2025 accounts explains the dividends as Veritasium Inc.'s 20% share of the US subsidiary's profits. Taken literally: 2025 $1,063,161 ÷ 0.20 = **$5,315,805**; 2024 $907,496 ÷ 0.20 = **$4,537,480**. *(OUR ARITHMETIC.)*
**Assumptions:** distributions equal the full 20% share; profits are fully distributed in-year; and — **critically, and not established** — that Electrify US LLC holds the Veritasium business **and nothing else**. Fireship and Simple History may also sit inside the US entity, which would break the attribution completely. **This is a ceiling on Veritasium's profit, not a measurement of it.**

**Inference C — DO NOT USE.** A Bocconi student investment club piece (BSIC, 10 May 2026) cites Quartermast Advisors for creator-business valuations of *"8.0x to 17.0x EBITDA, median 11.5x"*. That is a market-wide range, from a student publication, not about Veritasium. Multiplying it by Inference B would compound three unverified assumptions into a number that looks precise and is fictional. **Do not put any such product on screen.**

### 8.4 What is NOT KNOWABLE

**The price paid for Veritasium.** Electrify *"refuses to discuss the specifics of its financial results"*; the press release omits it; Muller has never stated it on the record; there is no SEC filing; Delaware and Nevada publish nothing.

### 8.5 The defensible statement for the film

> *"Electrify has never said what it paid for Veritasium. Derek Muller has never said it either — only that they paid cash up front for equity, that he signed in April 2023, and that he still owns part of it. The filings show the shape of the deal but not the price: eighty per cent of the American company to Electrify, twenty per cent kept by Muller's own Delaware corporation, and four and a half thousand shares of the London parent in his name — nought point two two per cent. What the accounts do show is that in the year Veritasium was bought, Electrify spent twenty million dollars acquiring intangible assets, and that at the start of that year it had almost none."*

Every clause is FILED or clearly flagged as arithmetic. No number is invented.

### 8.6 What would close it

1. The **share purchase agreement** — private, parties only.
2. **Electrify US LLC's operating agreement** or **Veritasium Inc.'s stock records** — not published by Delaware or Nevada.
3. **Capital D or MEP Capital LP reporting** — private fund reporting.
4. ~~The FY2023 accounts of Electrify Video Partners OPS Limited~~ — **OBTAINED during this pass and now in evidence** (`04-evidence/ops-accounts-2023.pdf`, `ops-accounts-2024.pdf`, `ops-accounts-2025.pdf`, `evpops1-accounts-2023.pdf`, `evpops1-accounts-2025.pdf`). They contain **no business-combinations note and no consideration figures**, but they are what made Inference A-plus possible. Nothing further is available from this route.
5. Either party stating it on the record.


---

## 9. THE FLOATING CHARGE

### 9.1 The registrar's wording, exactly as printed — for the screen

The line the film wants is on the **MR01 "Registration of a Charge"** form. There are **two** of them, filed the same day for two different companies. Use whichever suits the edit; the operative sentence is identical.

**(a) The operating company — charge code `1377 5864 0004`** — this is the one that also names the Mentour Pilot logo.

Local file: **`04-evidence/charge-0004-mentour-logo.pdf`** (59 pp; the MR01 and registrar's certificate are page 1–2, the instrument follows). Plain-text extract: **`04-evidence/ch0004.txt`**.
Registrar URL: `https://find-and-update.company-information.service.gov.uk/company/13775864/charges/xmoj88C-BE7k7pgVTiz7xFZQVy0`

> Company Name: **ELECTRIFY VIDEO PARTNERS OPS LIMITED**
> Company Number: **13775864**
> Received for filing in Electronic Format on the: **24/09/2025**
> Date of creation: **22/09/2025**
> Charge code: **1377 5864 0004**
> Persons entitled: **GLAS TRUST CORPORATION LIMITED**
> Brief description: **MENTOUR PILOT (LOGO) REGISTERED NO UK00918169527 PLEASE SEE INSTRUMENT FOR FURTHER DETAILS.**
> **Contains fixed charge(s).**
> **Contains floating charge(s) (floating charge covers all the property or undertaking of the company).**
> **Contains negative pledge.**
>
> Certified by: **PROSKAUER ROSE (LONDON) LLP**
> Certification statement: **"I CERTIFY THAT SAVE FOR MATERIAL REDACTED PURSUANT TO S.859G OF THE COMPANIES ACT 2006 THE ELECTRONIC COPY INSTRUMENT DELIVERED AS PART OF THIS APPLICATION FOR REGISTRATION IS A CORRECT COPY OF THE ORIGINAL INSTRUMENT."**

And the registrar's certificate on the following page:

> **CERTIFICATE OF THE REGISTRATION OF A CHARGE** — Company number: 13775864 — Charge code: 1377 5864 0004
> *"The Registrar of Companies for England and Wales hereby certifies that a charge dated 22nd September 2025 and created by ELECTRIFY VIDEO PARTNERS OPS LIMITED was delivered pursuant to Chapter A1 Part 25 of the Companies Act 2006 on 24th September 2025."*
> **"Given at Companies House, Cardiff on 26th September 2025"**

**(b) The parent company — charge code `1357 3516 0004`.** Same date, same lender, same floating-charge sentence, but no trade mark named.

Local file: **`04-evidence/charge-parent-0004-glas.pdf`** (also at `04-evidence/ch/13573516_mr01_202112у25-09-26.pdf`).

> Company Name: **ELECTRIFY VIDEO PARTNERS LIMITED** — Company Number: **13573516**
> Date of creation: **22/09/2025** — Charge code: **1357 3516 0004** — Persons entitled: **GLAS TRUST CORPORATION LIMITED**
> Brief description: **PLEASE SEE INSTRUMENT FOR FURTHER DETAILS.**
> **Contains fixed charge(s). Contains floating charge(s) (floating charge covers all the property or undertaking of the company). Contains negative pledge.**

**The other two charges of the same date carry no floating charge.** Codes `1377 5864 0005` (`04-evidence/charge-0005.pdf`, the New York-law pledge) and `1377 5864 0006` (`04-evidence/charge-0006.pdf`, the Dutch notarial deed) both read only *"PLEASE SEE INSTRUMENT FOR FURTHER DETAILS. Contains fixed charge(s)."* — no floating charge, no negative pledge. Do not attribute the floating-charge line to either of them.

### 9.2 What is on the list of pledged property — CONFIRMED

The list is **Schedule 1: Details of Security Assets**, at printed pages 26–29 of the Group Debenture, inside `04-evidence/charge-0004-mentour-logo.pdf` (PDF pages 32–34).

**Part 1: Charged Shares** — the share capital of every company in the group:

| Chargor | Shares held in | Number | Nominal |
|---|---|---|---|
| Electrify Video Partners Limited | Electrify Video Partners Operations 1 Limited | 102 ordinary | £102 |
| Electrify Video Partners Operations 1 Limited | Electrify Video Partners Ops Limited | 1,695,181 ordinary | £1,695,181 |
| Electrify Video Partners Operations 1 Limited | Electrify Video Partners Ops Limited | 475,000,000 ordinary of USD 0.01 | USD 4,750,000 |
| Electrify Video Partners Operations 1 Limited | Electrify Video Partners Operations 2 Limited | 100 ordinary | £100 |
| Electrify Video Partners Ops Limited | EVP Ops 1 Limited | 2,171,817 ordinary | £2,171,817 |

**Part 2: Charged Accounts** — the group's bank accounts, with account numbers redacted: GBP and USD accounts at **Revolut Ltd**, 7 Westferry Circus, London E14 4HD; and EUR, GBP and USD accounts for both Electrify Video Partners Ops and EVP Ops 1 at **Citibank N.A. London Branch**, 33 Canada Square, Canary Wharf, London E14 5LB. Several are marked as DACA accounts — a Deposit Account Control Agreement, meaning the bank takes instructions from the lender.

**Part 3: Material Intellectual Property** — a table of eleven registered trade marks. This is the list the film wants on screen. Transcribed from `04-evidence/charge-0004-mentour-logo.pdf`, PDF page 34:

| Trade mark | Owner | Country | Status | Classes |
|---|---|---|---|---|
| **FIZZY TOY SHOW** | EVP OPS 1 LIMITED | United States of America | Registered | 41 |
| **IMPROVEMENT PILL** | ELECTRIFY VIDEO PARTNERS OPS LIMITED | United States of America | Registered | 35, 41, 45 |
| **SIMPLE HISTORY** | ELECTRIFY VIDEO PARTNERS OPS LIMITED | United States of America | Registered | 16 |
| **SIMPLE HISTORY** | ELECTRIFY VIDEO PARTNERS OPS LIMITED | United States of America | Registered | 41 |
| **Simple History** | Simple History Ltd | United Kingdom | Registered | 16 |
| **SIMPLE HISTORY** | Simple History Ltd | United Kingdom | Registered | 41 |
| **SNATOMS (Logo)** | ELECTRIFY US LLC | United States of America | Registered | 9 |
| **VERITASIUM AN ELEMENT OF TRUTH** | ELECTRIFY US LLC | United States of America | Registered | 9 |
| **MENTOUR PILOT (Logo)** | ELECTRIFY VIDEO PARTNERS OPS LIMITED | EUTM | Registered | 9, 41 |
| **MENTOUR PILOT (Logo)** | ELECTRIFY VIDEO PARTNERS OPS LIMITED | United Kingdom | Registered | 9, 41 |
| **MENTOUR PILOT (Logo)** | ELECTRIFY VIDEO PARTNERS OPS LIMITED | United States of America | Registered | 41 |

The two UK Simple History marks are **UK00003194200** and **UK00003215507** — the same two numbers that appear on the earlier MEP Capital charge, code `1377 5864 0003` of 18.04.2024, whose brief description reads *"Trade marks, listed in schedule 1, part 4 of the agreement, with the following tm numbers: 1. UK00003194200; and 2. UK00003215507."* That cross-check is solid.

The UK Mentour Pilot registration is **UK00918169527**, which matches the registrar's brief description exactly.

> ⚠️ **Legibility caveat.** The scan of PDF page 34 is poor. The **trade mark names, owners, countries, statuses and classes are legible and are reported above with confidence.** The **US application and registration numbers on that page are not reliably legible** and are therefore **NOT CONFIRMED** — do not put them on screen from this document. The two UK Simple History numbers and the UK Mentour Pilot number are confirmed because they are independently corroborated by the registrar's own MR01 wording on charges 0003 and 0004.

**Part 4: Insurances** — media liability policies with **CFC Underwriting Limited** (as coverholder), dated **27 Mar 2025**, assigned by Electrify Video Partners Operations 1 Limited, Electrify Video Partners Ops Limited and Electrify Video Partners Operations 2 Limited. Policy numbers are blacked out.

### 9.3 The line the film can now say, and it is fully documented

**Veritasium's trade mark and Mentour Pilot's logo are both on the list of property pledged to the lender.** *"VERITASIUM AN ELEMENT OF TRUTH"*, owner Electrify US LLC, sits in Part 3 of Schedule 1 of a debenture that also grants *"floating charge(s) (floating charge covers all the property or undertaking of the company)"*. The debenture was signed by all five UK group companies and by **Tatsumasa Shinoda, Senior Transaction Manager, GLAS Trust Corporation Limited**, 55 Ludgate Hill, London EC4M 7JW (signature pages, PDF pages 54–59).


---

## 10. WHAT REMAINS NOT CONFIRMED — AND WHAT WOULD CLOSE IT

Ordered by how much it matters to the film.

| # | Not confirmed | Why it matters | The one document that would close it |
|---|---|---|---|
| 1 | **The Muller quote of 19.08.2026** — *"many years of profit"*, *"a multiple of"* annual profit | It is currently the film's only creator-sourced statement about price, and **it could not be found**. There is no Veritasium video on that date; the Forbes article and Muller's December 2025 explainer both provably lack the phrases. | The actual clip — a URL and timestamp. If it exists it is most likely a community post, a podcast appearance or a livestream. Send it and it can be verified in minutes. **Until then, do not broadcast it.** |
| 2 | **What A&E Enterprises B.V. — fern's parent — actually cost** | The film's central financial claim about fern. We now know the year (2024) and an upper bound ($13,180,453, shared with Simple History), but not the split. | **Dutch statutory accounts and shareholder history for A&E Enterprises B.V. (KVK 81400845) and Warenhaus B.V. (KVK 81407653)** at the Kamer van Koophandel. A Dutch B.V. must file; the filing dates the change of shareholder and may show consideration. **Highest-value outstanding document in this whole pass.** |
| 3 | **The "$19m two years earlier" valuation** | It does not reconcile to any last-price × share-count calculation, and the likeliest derivation rests on mistaking a currency-translated share-capital figure for a share count. | Nothing external needed — either switch to $15.0m (31.12.2022) or $49.5m (31.12.2024), both fully filed, or relabel $19m as **shareholders' funds** ($18,853,901), which is what it actually is. **Decision required from the writer, not more research.** |
| 4 | **Officeholders and members of CL & OM Pty Ltd (ACN 609 100 398)** | Would turn "CL & OM = Claire Lawley and Owen Maher" from inference into fact. | A **paid ASIC company extract** (about AUD 9). A free manual ASIC Connect search also gives registration date, status and state — both blocked to automated retrieval, trivial for a human. |
| 5 | **Any public professional profile for Claire Margaret Lawley** | She is named on a public register but is otherwise invisible. A LinkedIn-targeted search was cut short. | A LinkedIn public profile, a Findex or Electrify bio page, or any press release naming her professionally. **If none exists, the film should say she has no public profile — that is the honest and stronger line.** |
| 6 | **That "Equable Electrify LLC" is a vehicle of Equable Capital LLC** | The whole "Equable has exited" story hangs on it. | Delaware Division of Corporations entity search (CAPTCHA-gated; one minute for a human), or a right-of-reply response from Equable. |
| 7 | **"THE JDS 2010 TRUST AGREEMENT"** — 31,515 shares, 1.55%, still on the register at 08.03.2026 | If it is connected to **J**onathan **D** **S**midt, the "Equable exited" narrative changes materially. **Not investigated at all.** | A US trust or entity search, or a right-of-reply question. **Check before broadcast.** |
| 8 | **Who received Equable Electrify LLC's 47,727 shares on 20.11.2024** | Would show whether the stake was bought out by Capital D / Metro Luxco in the same-day restructuring. | Stock transfer forms — not publicly filed. Possibly inferable from a share-by-share reconciliation of CS01 2024 vs CS01 2025, which has not been done. |
| 9 | **Matt Davies's connection to UI Dev, Inc.** | `who-is-who.md` currently pairs him with Tyler McGinnis as the UI Dev sellers. **Nothing supports it.** | The stock purchase agreement of 31 March 2025 (private), or a Delaware "Status, Tax & History" report on file 7812723 ($20). |
| 10 | **The link between Delaware's "UI DEV, INC." and Utah's "UI DEV OF DELAWARE, INC."** | Strongly supported, not proven. | Utah's foreign-registration application for entity 11850714-0143, which states the entity's true home-state name. |
| 11 | **US trade mark application/registration numbers in Schedule 1 Part 3** of the debenture | The scan is too poor to read them reliably. | A better scan, or a USPTO TSDR lookup for each mark name — straightforward but not yet done. |
| 12 | **What the $2,603,400 of 2025 additions to OPS Limited's investments relates to** | Could be deferred consideration on fern's parent. | Not disclosed. Would need the Dutch filings (item 2) or the SPA. |
| 13 | **Whether the American structure made any acquisition other than Veritasium in 2023** | Inference A-plus in §8 depends on it. Electrify claims "11 total investments" and "21 brands" against 10 channels listed. | Nevada / Delaware entity histories for Electrify US HoldCo, Inc. and Electrify US LLC; or Electrify's own confirmation. |
| 14 | **change.capital's claim to have been "Founded in 2014"** | Contradicted by its own May 2018 launch announcement. | Azadian Group's formation record. **Simplest fix: attribute the claim to the website, or drop it.** |

---

## APPENDIX: NEW EVIDENCE FILES ADDED IN THIS PASS

| File | What it is | Why it was added |
|---|---|---|
| `04-evidence/ops-accounts-2024.pdf` | ⭐ Electrify Video Partners OPS Limited (13775864), accounts y/e 31.12.2024, filed 17.12.2025 | **Note 6 dates the A&E Enterprises B.V. acquisition to 2024 and gives the $13,180,453 figure.** The single most important new document in this pass. |
| `04-evidence/ops-accounts-2025.pdf` | Same company, y/e 31.12.2025 | Note 7 — $2,603,400 further additions, no new subsidiary named |
| `04-evidence/ops-accounts-2023.pdf` | Same company, y/e 31.12.2023 | 2023 intangible additions of only $822,386 — the basis of the Veritasium tracing |
| `04-evidence/evpops1-accounts-2023.pdf` | EVP OPS 1 Limited (14444767), y/e 31.12.2023 | 2023 intangible additions of only $195,127 — completes the tracing |
| `04-evidence/evpops1-accounts-2025.pdf` | EVP OPS 1 Limited, y/e 31.12.2025 | Completeness |
| `04-evidence/charge-parent-0001-kkr-share-charge.pdf` | Charge over Shares, 01.12.2022, KKR pension plan, 19 pp | **Page 15 — Owen Maher signs as director, Claire Lawley witnesses.** Renamed copy of `ch/13573516_mr01_safc2022-12-06.pdf` for easy retrieval. |

**Filing histories used, for re-checking:**
- Electrify Video Partners Limited (13573516): `https://find-and-update.company-information.service.gov.uk/company/13573516/filing-history`
- Electrify Video Partners OPS Limited (13775864): `https://find-and-update.company-information.service.gov.uk/company/13775864/filing-history?category=accounts`
- EVP OPS 1 Limited (14444767): `https://find-and-update.company-information.service.gov.uk/company/14444767/filing-history?category=accounts`

---

## APPENDIX: CORRECTIONS TO EXISTING RESEARCH FILES

Three things in the existing notes should be amended.

1. **`electrify-financials.md` §1 and `who-is-who.md`** — *"У 2025 році, крім fern, компанія придбала також UI Dev, Inc."* and the framing that fern falls into 2025. **A&E Enterprises B.V. was acquired during the year ended 31 December 2024**, per OPS Limited's own note 6. The 2025 figure of $8,865,641 relates to UI Dev and other intangible additions, not to fern. See §7.
2. **`who-is-who.md` line 279** — the pairing *"4 071 + 4 071 (Matt Davies + Tyler McGinnis — UI Dev, Inc.)"*. Tyler McGinnis is confirmed by the Utah register; **Matt Davies is not confirmed at all**. See §2.4.
3. **`who-is-who.md` line 211 / `MASTER.md` line 136** — Lobmeyr is recorded as having *ceased* on 17.01.2025. That is correct for the **PSC** register only. **He remains an active director of Electrify Video Partners Limited, appointed 12 September 2023**, and is simultaneously an active designated member of both Capital D Management LLP and Change Capital Partners LLP. See §4.2.