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6-K

Braiin Ltd (BRAI)

6-K 2026-04-30 For: 2026-04-30
View Original
Added on April 30, 2026

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****

Washington,D.C. 20549

FORM6-K


REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934


For the month of April 2026.

Commission File Number: 333-291410

Braiin Limited
(Exact<br> name of registrant as specified in its charter)
283 Rokeby Road<br><br> <br>Subiaco, Western Australia 6008
--- ---
(Address<br> of registrant’s principal executive offices) (Zip<br> Code)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒ Form 20-F ☐ Form 40-F

ForwardStock Split


On April 29, 2026, Braiin Limited (the “Company”) announced that trading of its ordinary shares had commenced on a split-adjusted basis following a successful three-for-one forward stock split (the “Stock Split”). As a result of the Stock Split, every Company shareholder of record as of April 27, 2026 received two additional ordinary shares for every one ordinary share held. As previously disclosed, the Board of Directors approved the Stock Split on April 9, 2026, and the Company’s shareholders subsequently approved the Stock Split at an extraordinary general meeting of shareholders on April 10, 2026.

A copy of the press release announcing the proposed transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


SUBMITTEDHEREWITH


Exhibits
99.1 Press Release dated April 29, 2026 – Braiin Announces Commencement of Trading on Split-Adjusted Basis Following Three-for-One Stock Split

SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Braiin Limited
By: /s/ Natraj Balasubramanian
Name: Natraj<br> Balasubramanian
Title: Chief<br> Executive Officer

Date: April 30, 2026

Exhibit 99.1


BraiinLimited Announces Commencement of Trading on Split-Adjusted Basis Following Three-for-One Stock Split


NEWYORK AND PERTH / April 29^th^, 2026Braiin Limited (Nasdaq: BRAI) ( “Braiin” or “the Company”), a multi-sector AI and technology firm, announces that trading in its ordinary shares has commenced on a split-adjusted basis following the Company’s previously announced three-for-one forward stock split.

The stock split became effective following the close of trading on April 28, 2026. As a result of the split, each shareholder of record as of the close of trading on April 27, 2026 received two additional shares for every one share held, resulting in a total of three shares for each share held on the record date.

The purpose of the stock split is to reduce the per-share trading price of the Company’s ordinary shares in order to make them more accessible to a broader base of retail investors. The stock split does not alter the Company’s market capitalization or change shareholders’ proportional ownership interests in Braiin.

Trading on a split-adjusted basis began at market open on April 29, 2026.

Investors and interested parties can learn more at www.braiin.com or in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available for review at www.sec.gov.

AboutBraiin Limited


Braiin Limited (Nasdaq: BRAI) is a global AI platform company delivering automation and predictive analytics across precision agriculture, customer experience, and property technology. The Company’s integrated platforms combine autonomous robotics, IoT, and machine learning to modernize traditionally analog industries. Headquartered in Western Australia, the Company maintains operations across seven countries. For more information, please visit braiin.com.

CautionaryNote Regarding Forward-Looking Statements


This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are statements other than historical facts. Forward-looking statements can often be identified by such words as “purpose” or similar expressions that do not relate solely to historical matters. These statements include, but are not limited to, statements regarding the intended purpose of the stock split. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the Company’s ability to successfully develop, launch, and scale new products; customer acceptance and adoption of the platform; the Company’s ability to compete effectively in the AI-powered analytics market; the Company’s ability to protect its intellectual property and proprietary technology; cybersecurity risks and data privacy concerns; the Company’s dependence on key personnel; general economic conditions and their impact on customer spending; and regulatory developments affecting the Company’s business and other factors discussed in the “Risk Factors” section of the Company’s filings with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at http://www.sec.gov.

The forward-looking statements in this press release speak only as of the date of this release. The Company undertakes no obligation to update, revise, or correct any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law.

InvestorRelations Contact


Lucas A. Zimmerman & Ian Scargill

MZ Group - MZ North America

(262) 357-2918

[email protected]

www.mzgroup.us

PublicRelations Contact


Matthew Cossel

Core PR

(212) 655-0924

[email protected]