Braiin (BRAI) sets vote on three-for-one forward stock split plan

Rhea-AI Filing Summary

Braiin Limited is planning a three-for-one forward stock split of its ordinary shares, subject to shareholder approval. Shareholders will vote on an amendment to the Company’s Constitution at an extraordinary general meeting on April 10, 2026 to authorize the split.

If approved, each ordinary share held on the April 27, 2026 record date will automatically convert into three ordinary shares. Based on the approximately 68.7 million shares outstanding on April 9, 2026, the split would increase the count to about 206.1 million shares without changing any shareholder’s percentage ownership.

The Board of Directors retains the discretion over the exact timing of the split and may abandon it at any time before the amendment is filed and becomes effective if it decides the action is no longer in the best interests of the Company or its shareholders.

Key Figures

Stock split ratio: three-for-one Shares outstanding pre-split: approximately 68.7 million shares Shares outstanding post-split: approximately 206.1 million shares +2 more

5 metrics

Stock split ratio three-for-one Forward split of ordinary shares, subject to approval

Shares outstanding pre-split approximately 68.7 million shares Ordinary shares outstanding on April 9, 2026

Shares outstanding post-split approximately 206.1 million shares Estimated after three-for-one split of April 9, 2026 base

Shareholder meeting date April 10, 2026 Extraordinary general meeting to approve stock split

Record date for split April 27, 2026 Holders on this date receive three shares for each one

Key Terms

forward stock split, extraordinary general meeting, record date, Constitution, +1 more

5 terms

forward stock split financial

"approved a three-for-one forward stock split of the Company’s ordinary shares"

A forward stock split is when a company increases the number of its shares by dividing each existing share into smaller parts. This makes the stock price lower and more affordable for investors, similar to splitting a pizza into more slices so everyone can get a smaller piece. It doesn't change the company's total value, just how it's divided among shareholders.

extraordinary general meeting regulatory

"at the Company’s extraordinary general meeting, to be held on April 10, 2026"

record date financial

"for shareholders as of the record date of April 27, 2026, every one (1) issued and outstanding Ordinary Share"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Constitution regulatory

"vote on an amendment to the Company’s Constitution that would authorize the Stock Split"

ordinary shares financial

"forward stock split of the Company’s ordinary shares (the “Ordinary Shares”)"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Form 6-K: How Foreign Companies Report to the SEC →

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 9, 2026, Braiin Limited (the “Company”) announced that its Board of Directors (the “Board”) has approved a three-for-one forward stock split (the “Stock Split”) of the Company’s ordinary shares (the “Ordinary Shares”).

The Stock Split is subject to the approval of the Company’s shareholders. The Company’s shareholders will vote on an amendment to the Company’s Constitution (the “Amendment”) that would authorize the Stock Split at the Company’s extraordinary general meeting, to be held on April 10, 2026 at 5 p.m. AWST. If approved by the requisite Company shareholders, the exact timeline of the Stock Split is subject to the discretion of the Board.

If the Stock Split is approved by the requisite Company shareholders, for shareholders as of the record date of April 27, 2026, every one (1) issued and outstanding Ordinary Share will automatically convert into three (3) Ordinary Shares without any further action on the part of the Company’s shareholders. Based on the total number of Ordinary Shares outstanding on April 9, 2026, the Stock Split will increase the total number of Ordinary Shares outstanding from approximately 68.7 million to approximately 206.1 million. The Stock Split will not alter shareholders’ percentage of ownership interest in the Company.

The Board may abandon the Stock Split at any time prior to the filing and effectiveness of the Amendment, even after shareholder approval, if the Board determines that the Stock Split is no longer in the best interests of the Company or its shareholders.

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 9, 2026

FAQ

What stock split did Braiin (BRAI) announce in April 2026?

Braiin Limited announced that its Board approved a three-for-one forward stock split of its ordinary shares, subject to shareholder approval. Each existing share would convert into three, increasing share count without changing ownership percentages.

When will Braiin (BRAI) shareholders vote on the forward stock split?

Shareholders will vote on the stock split at an extraordinary general meeting on April 10, 2026 at 5 p.m. AWST. The meeting will consider an amendment to the Company’s Constitution authorizing the three-for-one forward split.

What is the record date for Braiin’s (BRAI) three-for-one stock split?

If the stock split is approved, the record date will be April 27, 2026. Shareholders who own ordinary shares on that date will have each share automatically converted into three shares without needing to take any action.

How will Braiin’s (BRAI) share count change after the stock split?

Based on 68.7 million ordinary shares outstanding on April 9, 2026, the three-for-one split would increase the total to about 206.1 million shares. This only changes the number of shares, not each holder’s proportional ownership.

Can Braiin’s Board still cancel the approved stock split?

Yes. Even if shareholders approve the amendment, the Board may abandon the stock split before the amendment is filed and becomes effective if it decides the split is no longer in the Company’s or shareholders’ best interests.

Will the Braiin (BRAI) stock split change shareholder ownership percentages?

The stock split will not change shareholder ownership percentages. Each shareholder’s number of shares would triple, but all shares triple proportionally, so relative ownership interests in Braiin remain the same after the split.