UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2026.
Commission
File Number: 333-291410
| Braiin
Limited |
| (Exact
name of registrant as specified in its charter) |
283
Rokeby Road
Subiaco,
Western Australia |
|
6008 |
| (Address
of registrant’s principal executive offices) |
|
(Zip
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
Related
Party Transactions
On
the date hereof, Braiin Limited (the “Company”, “Braiin”, NASDAQ: BRAI) is furnishing this Report on Form 6-K
to provide disclosure regarding related-party transactions between the Company and entities under common control of the Saligrama Family
Trust, being the family trust of Mr. Viswanatha Chetan Saligrama, the Company’s President, Chief Operating Officer and a director
(“Mr. Saligrama”). The affiliated entities of the Saligrama Family Trust referenced herein are Advaitha Pty Ltd ACN 683 171
717, as trustee for the Advaitha Family Trust (“Advaitha”), TWCC VIC Pty Limited (“TWCC VIC”) and Mr. Saligrama
in his personal capacity.
Connect
Simple Restructuring
As
previously disclosed, on 8 December 2025, the Company entered into a Share Sale Agreement (the “Connect Simple SSA”) with
Gomazz Pty Ltd ACN 067 402 368 as trustee for the Georgiou Family Trust (“Gomazz-Georgiou”), the then sole shareholder of
Connect Simple Pty Ltd ACN 673 352 844 (“Connect Simple”), for the acquisition by the Company of 100% of the issued shares
of Connect Simple.
Between
execution of the Connect Simple SSA and issuance of the shares to vendors of Connect Simple (the “Settlement”), a scrip-for-scrip
restructure was implemented under Subdivision 124-M of the Income Tax Assessment Act 1997 (Cth). On 28 January 2026, pursuant to two
Sub-Division 124-M Roll-over Agreements (the “Connect Simple Restructuring”). Mr. Saligrama transferred 100% of the issued
shares in Connect Easy Ltd (UK Company Number 16514078), to Connect Simple in exchange for the issue of 2,200 newly-issued ordinary shares
in Connect Simple. Additionally, Advaitha transferred 100% of the issued shares in ConnectEasy Inc (US, Number 10198866) to Connect Simple
in exchange for the issue of 2,600 newly-issued ordinary shares in Connect Simple.
Following
completion of the Connect Simple Restructuring, the share register of Connect Simple was as follows:
| Shareholder | |
Connect
Simple
shares | | |
% | | |
Relationship |
| Advaitha Pty Ltd ATF Advaitha Family Trust | |
| 2,600 | | |
| 53.06 | % | |
Saligrama Family Trust vehicle |
| Mr. Viswanatha Chetan Saligrama (personally) | |
| 2,200 | | |
| 44.90 | % | |
Director and officer of the Company |
| Gomazz Pty Ltd ATF Georgiou Family Trust | |
| 100 | | |
| 2.04 | % | |
Unrelated party |
| Total | |
| 4,900 | | |
| 100.00 | % | |
|
On
Settlement of the Connect Simple SSA on 2 February 2026, an aggregate of 9,636,424 fully paid ordinary shares of the Company were issued
at the agreed reference price of USD$10.17 per share in accordance with the post-restructure ownership of Connect Simple, which consisted
of approximately 53.06% of shares to Advaitha, approximately 44.90% of shares to Mr. Saligrama personally, and approximately 2.04% of
shares to Gomazz-Georgiou. The consideration shares are subject to a 12-month lock-up from the date of issue.
Mr.
Saligrama, at and following Settlement, was the beneficial owner (directly and through Advaitha) of approximately 97.96% of Connect Simple.
Accordingly, the Connect Simple Restructuring is a related-party transaction within the meaning of Item 7.B of Form 20-F.
Note
Purchase Agreement
As
disclosed in the Registration Statement and Prospectus, on 11 March 2025, the Company entered into a Binding Term Sheet with TWCC VIC
for a secured non-convertible debenture facility of up to USD$14.4 million (the “Binding Term Sheet”).
On
11 February 2026, in substitution for the TWCC VIC Binding Term Sheet, the Company entered into a Note Purchase Agreement with Advaitha
(the “NPA”).
The
principal terms of the NPA are summarised below:
| Term |
|
NPA
Position |
| Issuer
/ Borrower |
|
Braiin
Limited (ACN 660 713 093) |
| Investor
/ Lender |
|
Advaitha
Pty Ltd ACN 683 171 717 ATF the Advaitha Family Trust |
| Effective
date |
|
11
February 2026 |
| Principal |
|
USD$12,000,000
(initial principal balance under the Note, inclusive of original issue discount and transaction expense amount) |
| Cash
purchase price |
|
USD$9,400,000
(USD$12,000,000 less USD$2,600,000 original issue discount and USD$30,000 transaction expense amount, with the original issue discount
and transaction expense amount deemed fully earned and non-refundable as of the Closing Date) |
| Use
of proceeds |
|
To
fund the cash component of the VIS Networks Pvt Ltd acquisition and to refinance commercial property indebtedness of VIS Networks |
| Security |
|
First-priority
security interests over (i) the Company’s assets and the assets of Raptor300 Inc., Braiin LLC, Connect Simple Pty Ltd and VIS
Networks Pvt Ltd; (ii) the intellectual property of those entities under an Intellectual Property Security Agreement; (iii) a pledge
of equity interests in specified Subsidiaries; and (iv) a Guaranty from the Subsidiaries |
| Coupon |
|
Approximately
14% per annum (as varied by the Deed of Variation described below) |
| Tenor |
|
12
months from Month 1 (March 2026), with principal amortisation commencing in Month 10 (as varied by the Deed of Variation) |
Advaitha
is an entity under common control of the Saligrama Family Trust. The NPA is a related-party transaction within the meaning of Item 7.B
of Form 20-F.
Deed
of Variation and Set-Off
On
12 March 2026, the Company, Advaitha and Mr. Saligrama (as trustee for the Saligrama Family Trust) entered into a Deed of Variation and
Set-Off (the “Deed of Variation”) that removes the Make-Whole provision (Section 1.2 of the Note) and the Non-Circumvention
provision (Section 1.3 of the Note) and removes all early-repayment penalties under the Note and the NPA, allowing the Company to prepay
in whole or in part at any time without premium, penalty or break cost. Further, the Deed of Variation capitalises an additional USD$200,000
advance from the Saligrama Family Trust (the “Additional Amount”) into the principal of the Note, bringing the revised Schedule
1 principal to USD$12,200,000. The Deed of Variation replaces Schedule 1 of the Note with a revised Loan Repayment Schedule providing
for (i) a Month 1 principal reduction of USD$2,600,000, (ii) monthly interest of USD$115,200 commencing in Month 2, and (iii) amortisation
of the remaining USD$9,600,000 of principal in Months 10 through 12, with total interest payable over the term of USD$1,267,200 and tightens
the Trigger Effect thresholds in the Note (Major Trigger reduced from 25% to 20%; Minor Trigger reduced from 10% to 5%). Additionally,
the Deed of Variation contractually sets off the USD$200,000 Additional Amount and an AUD$50,000 director’s loan, in each case
against the USD$322,524.59 balance then outstanding under a separate Promissory Note Agreement dated 20 March 2025 between the Company
and the Saligrama Family Trust, resulting in a net amount of USD$122,524.59 plus AUD$50,000 payable to the Promissory Note Lender on
or before 31 March 2026 in full and final satisfaction of that promissory note. Finally, the Deed of Variation confirms that, except
as expressly varied, the NPA, the Note, the Security Agreement, the Intellectual Property Security Agreement, the Pledge Agreement and
the Guaranty remain in full force and effect. The Deed of Variation is a related-party transaction within the meaning of Item 7.B of
Form 20-F.
Approval
of Related Party Transactions
Each
of the related-party transactions described in this Report was reviewed and approved by the Board of Directors of the Company, with Mr.
Saligrama recused from the deliberations and from voting on each such transaction.
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
Balasubramanian |
| |
Title:
|
Chief
Executive Officer |
Date:
May 19, 2026
