Big Brain Collective Foil Ltd - $2,500 Fine for Late Securities Filing

STATE OF NEW HAMPSHIRE DEPARTMENT OF STATE BUREAU OF SECURITIES REGULATION CONCORD, NEW HAMPSHIRE IN THE MATTER OF: ) ) ) 1-2026000004 Big Brain Collective Foil Ltd ) ) RESPONDENT ) CONSENT ORDER

1. For purposes of settling the above-referenced matter and in lieu of further administrative
   proceedings, Big Brain Collective Foil Ltd (hereinafter referred to as "BBF"), has submitted an offer of settlement, which the Bureau of Securities Regulation, Department of State, State of New Hampshire (hereinafter referred to as "the Bureau") has determined to accept. Accordingly, BBF, without admitting or denying the allegations or findings contained herein, does hereby consent to the entry of this Order and the following undertakings and sanctions: The Facts

2. On June 27, 2024, BBF made the first sale of its securities in this state to a New
   Hampshire resident.

3. On August 12, 2025, BBF sent a notice filing to the Bureau relying on the exemptions
   from securities registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended, and New Hampshire RSA 421-B:3-302.

4. The notice filing was received by the Bureau on August 12, 2025.
   Analysis it 4. Pursuant to RSA 421-B:3-30 I, is unlawful for any person to offer or sell any security in this state unless the security is registered pursuant to RSA 421-B; the security, offer, or transaction is exempt under RSA 421-B:2-201 through 2-203; or the security is federally covered. Respondent BBF is subject to this provision. to RSA 421-B:3-302, BBF, which sold a federal covered security as described in 5. Pursuant section I 8(b )( 4 )(F) of the Securities Act of I 933, was required to notice file with the Bureau within fifteen (15) days ofthe first sale in New Hampshire. Yet , as outlined

above, BBF filed its notice filing on August 12, 2025, more than one year after the first sale of covered securities in New Hampshire.

1. Pursuant to RSA 421-B:6-614(d)(2), any notice filing delinquent by more than one (1)
   year may be subject to the fines and penalties outlined in RSA 42 I-B:6-603, 6-604, and 5-508. Respondent BBF is subject to this provision.

2. In view of the foregoing, Respondent agrees to the following undertakings and sanctions:

3. Respondent BBF agrees that it has voluntarily consented to the entry of this Order and
   represents and avers that no employee or representative of the Bureau has made any promise, representation, or threat to induce its execution.

4. Respondent BBF agrees to waive its right to an administrative hearing and any appeal
   therein under this chapter.

5. Respondent BBF agrees that this Order is entered into for the purpose ofresolving only
   the matter as described herein. This Order shall have no collateral estoppel, res judicata, or evidentiary effect in any other lawsuit, proceeding, or action, not described herein. Likewise, this Order shall not be construed to restrict the Bureau's right to initiate an administrative investigation or proceeding relative to conduct by Respondent which the Bureau has no knowledge at the time of the date of final entry of this Order.

6. Respondent BBF agrees not to take any action or make or permit to be made any public
   statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation in this Consent Order or create the impression that the Consent Order is without factual basis. Nothing in this provision affects Respondent's testimonial obligations or right to take legal positions in litigation in which the State of New Hampshire is not a party.

7. Respondent BBF agrees to cease and desist from further violations of RSA 42 I-B:3-
   302(c).

8. Respondent BBF by and through GM Echo Manager Ltd agrees to cause to be paid to the
   State of New Hampshire administrative penalties in the amount of two thousand five hundred dollars ($2,500).

9. Upon execution of this Order by Respondent BBF, Respondent agrees to cause to be paid
   a total of two thousand five hundred dollars ($2,500) to the State of New Hampshire, which will be applied to settlement of the above-captioned matter. Payment must be made

by I) business check, certified check, or postal money order; 2) made payable to the State of New Hampshire; and 3) mailed to the Bureau of Securities Regulation, Department of North Main St, Room 204, Concord, NH 03301. State I 07

1. This Order is not intended to indicate that Respondent BBF should be subject to any
   statutory disqualifications set forth in (a) the federal securities laws or regulations promulgated thereunder, (b) the rules and regulations of any self-regulatory organization, or (c) various state's securities laws, including any disqualifications from relying on exemptions from registration or associated safe harbor provisions. The Bureau confirms that disqualifications under 17 C.F.R. § 230.506(d)(l)(iii) should not arise, and is not intended to arise, as a consequence of this Order.

2. Based on the foregoing, the Bureau deems it appropriate and in the public interest to
   accept and enter into this Order. THEREFORE, IT IS HEREBY ORDERED THAT:

3. Respondent cease and desist from further violations of RSA 421-8:3-302( c ).

4. Respondent pay administrative penalties in the amount of two thousand five hundred
   dollars ($2,500).

5. Respondent comply with the above-referenced undertakings and sanctions.
   3Q_ Executed this day of , 2026. _ March __

~g Brain Collective Foil Ltd (Please print name below)

Glenn Kennedy, for Gm Echo Manager Lid in its capacity as director

ch ,2026. ~ t\c..rEntered this3kday of ----

~-----::-:--..,,, Eric Forcier, Director

N.H. Bureau of Securities Regulation