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 April 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
Forward
Stock 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.
SUBMITTED
HEREWITH
| 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
Balasubramanian |
| |
Title: |
Chief
Executive Officer |
Date:
April 30, 2026
Exhibit 99.1

Braiin
Limited Announces Commencement of Trading on Split-Adjusted Basis Following Three-for-One Stock Split
NEW
YORK AND PERTH / April 29th, 2026 — Braiin 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.
About
Braiin 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.
Cautionary
Note 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.
Investor
Relations Contact
Lucas A. Zimmerman & Ian Scargill
MZ Group - MZ North America
(262) 357-2918
BRAI@mzgroup.us
www.mzgroup.us
Public
Relations Contact
Matthew Cossel
Core PR
(212) 655-0924
pr@coreir.com