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Braiin (NASDAQ: BRAI) outlines A$73m LivTech deal for Home.cc majority stake

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Form Type
6-K

Rhea-AI Filing Summary

Braiin Limited has entered into a non-binding term sheet for a proposed acquisition of Home.cc via a 50.1% majority stake in its parent, Cumbria Capital Ltd. The contemplated deal values Home at approximately £35.0 million (about A$66.1 million) and includes about £3.85 million (about A$7.27 million) of growth capital, totaling roughly A$73 million. Considerable conditions remain, including due diligence, definitive agreements, shareholder, Nasdaq and regulatory approvals, and audited financials, so there is no assurance the transaction will close. Braiin views Home’s LivTech platform as a way to deepen its AI-native residential lifecycle and PropTech ecosystem, adding embedded residential distribution, payments and recurring household-services monetization.

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Insights

Braiin outlines a sizable, strategic but still non-binding LivTech acquisition.

Braiin is pursuing a 50.1% stake in Home.cc’s parent at a pre-money equity valuation of about £35.0 million (around A$66.1 million), plus £3.85 million (about A$7.27 million) in growth capital. The total contemplated value is roughly A$73 million.

The deal is at the term-sheet stage only and remains subject to due diligence, definitive agreements, multiple approvals and delivery of AICPA-standard audits. The company explicitly notes there can be no assurance the acquisition will be completed on these terms, or at all.

Strategically, management positions Home’s LivTech platform as extending Braiin’s AI, PropTech and CXaaS offerings deeper into residential move-in workflows, utilities, broadband, insurance and payments. If completed, this could expand recurring revenue opportunities across the residential lifecycle, but actual impact will depend on execution and closing of the proposed transaction.

Pre-money equity valuation £35.0 million (approx. A$66.1 million) Valuation for Cumbria Capital Ltd, Home.cc’s parent
Growth capital investment £3.85 million (approx. A$7.27 million) Planned investment into Home for platform expansion
Total valuation and growth capital Approx. A$73 million Combined valuation and growth-capital components for proposed deal
Ownership stake 50.1% of enlarged issued share capital Majority interest in Cumbria Capital Ltd
Target market size Over $3 trillion Global residential lifecycle services market referenced
non-binding term sheet regulatory
"announced that it has entered into a non-binding term sheet to advance its proposed acquisition"
A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.
LivTech technical
"a Living Technology (“LivTech”) platform focused on embedded residential distribution"
PropTech technical
"across precision agriculture, customer experience and property technology, today announced"
Property technology, or proptech, is the use of software, sensors, data and online platforms to buy, sell, manage and use real estate more efficiently. Think of it as bringing the conveniences of apps and automation to buildings and property markets — from digital listings and smart locks to automated maintenance and data-driven pricing. Investors care because proptech can lower costs, increase occupancy or rents, improve asset value and create new revenue streams or risks in real estate portfolios.
Customer Experience as a Service ("CXaaS") technical
"Braiin’s embedded PropTech, Customer Experience as a Service (“CXaaS”), and transaction infrastructure"
growth capital financial
"Braiin would also invest approximately £3.85 million ... into Home as growth capital"
Growth capital is funding given to an already-operating company to help it expand—such as opening new locations, boosting production, or launching new products—without buying out current owners. Investors care because it aims to accelerate proven businesses to the next level: it can yield bigger returns than steady, mature companies but carries more risk, like putting fuel on a running car to make it go faster rather than building the car from scratch.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Learn about SEC filing dates

 

 

 

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

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On May 12, 2026, Braiin Limited (the “Company”) announced that it has entered into a non-binding term sheet (the “Home Term Sheet”) to advance its proposed acquisition of Home.cc (“Home”), an AI-enabled “living infrastructure” platform. The Home Term Sheet provides that the Company plans to invest GBP 3,850,000 (approximately A$7.27 million) for 50.1% of the enlarged issued share capital in Cumbria Capital Ltd. (England and Wales, Company No. 12177019), Home’s parent company. The Home Term Sheet is not legally binding and is subject to satisfactory due diligence, the execution of binding transaction documents (including a subscription agreement, share purchase agreement, shareholders’ agreement, disclosure letter and other agreed-upon transaction documents), required shareholder approvals from both the Company and Home and necessary Nasdaq and regulatory approvals, among other customary closing conditions.

 

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 May 12, 2026 – Braiin Advances Proposed Acquisition of Home.cc with Valuation and Growth Capital Components Totaling Approximately $73 Million to Build AI-Native LivTech Platform for Residential Lifecycle Services, Targeting the $3+ Trillion Global Residential Lifecycle Services Market

 

 

 

 

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 12, 2026

 

 

 

 

Exhibit 99.1

 

Braiin Advances Proposed Acquisition of Home.cc with Valuation and Growth-Capital Components Totaling Approximately A$73 Million to Build AI-Native LivTech Platform for Residential Lifecycle Services, Targeting the $3+ Trillion Global Residential Lifecycle Services Market

 

Proposed acquisition would combine Home’s embedded residential distribution, payments infrastructure and household-services platform with Braiin’s AI, CXaaS and PropTech ecosystem

 

MELBOURNE, Australia & LONDON, United Kingdom — May 12, 2026 — Braiin Limited (NASDAQ: BRAI) (“Braiin” or the “Company”), a global AI platform company delivering automation and predictive analytics across precision agriculture, customer experience and property technology, today announced that it has entered into a non-binding term sheet to advance its proposed acquisition of Home.cc (“Home”), a Living Technology (“LivTech”) platform focused on embedded residential distribution, household service activation, payments and connected living infrastructure.

 

Under the proposed structure, Braiin would acquire a 50.1% majority interest in Cumbria Capital Ltd, the parent company of Home.cc, through a share purchase to be satisfied by the issuance of Braiin equity securities. The non-binding term sheet contemplates a pre-money equity valuation of approximately £35.0 million (approximately A$66.1 million), and Braiin would also invest approximately £3.85 million (approximately A$7.27 million) into Home as growth capital to support continued platform expansion.

 

The proposed acquisition remains subject to satisfactory due diligence; negotiation and execution of definitive transaction documents; shareholder approvals of both Braiin and Home; regulatory, Nasdaq and other approvals; delivery of AICPA-standard audited financial statements of Home; and other customary closing conditions. There can be no assurance that definitive agreements will be executed or that the proposed acquisition will be completed on the terms contemplated in the non-binding term sheet, or at all.

 

The contemplated acquisition is expected to advance Braiin’s strategy of building a global AI-native residential lifecycle platform that connects property transactions, household service activation, payments, customer engagement and ongoing home-management workflows into a unified digital infrastructure layer.

 

Home has developed a LivTech platform focused on simplifying how consumers move into, activate and manage their homes. Its platform is designed to work with estate agencies, landlords, property managers and residential service providers to streamline move-in workflows and extend customer engagement across utilities, broadband, insurance, household payments and connected living services.

 

The proposed acquisition builds on Braiin and Home’s previously announced exclusive strategic partnership and is expected to deepen integration between Home’s embedded residential distribution and Braiin’s broader AI, Property Technology (“PropTech”), customer engagement and workflow orchestration capabilities.

 

“Home.cc represents a highly transformational strategic milestone for Braiin as we continue building an AI-native Living Infrastructure platform for the residential lifecycle,” said Natraj Balasubramanian, Chief Executive Officer of Braiin Limited. “Residential services remain highly fragmented across property workflows, utilities, broadband, insurance, payments and customer engagement. By combining Home’s LivTech platform with Braiin’s embedded PropTech, Customer Experience as a Service (“CXaaS”), and transaction infrastructure, we believe we can fundamentally reimagine how residential services are delivered globally. Our goal is to create a more integrated operating layer for how consumers move, activate services and manage the ongoing needs of the home.”

 

 

 

 

Mr. Balasubramanian continued, “This contemplated acquisition is not simply an expansion of our PropTech footprint. It is intended to strengthen the distribution, transaction and recurring monetization layer of our broader AI ecosystem. Home’s position at the point of move-in gives Braiin access to high-intent customer moments where essential household decisions are already being made. We believe that creates a compelling opportunity to combine embedded distribution, AI-driven engagement and recurring household commerce into a scalable platform across the UK, ANZ, the United States and future global markets.”

 

The combined platform is expected to support multiple stages of the residential lifecycle, including:

 

  Tenant onboarding and move-in workflows
  Utility, broadband and telecom activation
  Household insurance and embedded service offers
  Payments and recurring household commerce
  AI-powered customer engagement and support
  Property manager and landlord workflow automation
  Service orchestration across connected residential providers
  Data-driven insights to improve conversion, retention and customer lifetime value

 

Braiin believes the acquisition would materially strengthen its position across the convergence of PropTech, embedded finance, utility and telecom enablement, AI-powered customer experience, residential workflow automation, connected living infrastructure, and recurring household monetization. The Company expects Home’s capabilities to integrate with Braiin’s existing embedded PropTech operations, CXaaS division, AI workflow intelligence tools and broader Living Infrastructure strategy.

 

“Home was built around a simple idea: running a home should not be fragmented,” said Matt Spence, Founder and Chief Executive Officer of Home.cc. “Consumers are asked to make critical decisions about utilities, broadband, insurance, payments and household services at exactly the moment when they are already dealing with the complexity of moving. By combining Home’s embedded platform with Braiin’s AI, customer engagement and international operating infrastructure, we believe we can accelerate the development of a more intelligent and connected system for how people move in and live.”

 

The acquisition would also expand Braiin’s ability to create recurring revenue opportunities across the LivTech residential lifecycle. Rather than addressing the home as a single transaction, the combined platform is designed to support an ongoing relationship with consumers and property stakeholders through service activation, bill management, payments, product recommendations and AI-enabled customer support.

 

According to Grand View Research, the global PropTech market is projected to reach approximately US$94.2 billion by 2030. Braiin believes the broader residential lifecycle services opportunity is substantially larger when including utilities, telecommunications, broadband, insurance, payments, connected home infrastructure and recurring household commerce.

 

The proposed acquisition further supports Braiin’s broader M&A strategy of acquiring synergistic platform assets that can be integrated across its AI, workflow automation and customer engagement ecosystem while preserving operating continuity and accelerating cross-platform monetization.

 

 

 

 

About Braiin Limited

 

Braiin Limited (NASDAQ: BRAI) is a global technology platform operating across AI, customer experience solutions, PropTech, and living infrastructure. Braiin’s ecosystem combines embedded distribution, intelligent automation, and recurring revenue platforms designed to support the lifecycle of the home and connected consumer services.

 

About Home.cc

 

Home.cc is a UK-based “LivTech” platform focused on digitising and monetising the residential lifecycle through embedded utility enablement, tenant engagement, connected household services, and intelligent residential workflows.

 

Sources

 

  Grand View Research — Global PropTech Market Report
  Grand View Research — Global Telecom Services Market Report
  Future Market Insights — Telecommunications Services Market Forecast
  PwC — Global Telecom Outlook 2025—2029
  McKinsey & Company — Real Estate & Connected Living Insights

 

Cautionary Note Regarding Forward-Looking Statements.

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included herein, including but not limited to such things as future business strategy, plans, and goals, and the expansion and growth of our business. The words “plan”, “expect”, “intend”, “believe”, “may”, “project,” “can”, “will”, “would”, “could”, “should”, or and similar words or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the terms and consummation of the proposed acquisition, the Company’s LivTech strategy, the Company’s beliefs around how the acquisition will contribute to the Company’s LivTech Strategy and the projected value of the PropTech property. Please see the risk factors included in the Company’s United States Securities and Exchange Commission filings, which could cause actual results and events to differ materially from those contained in the forward-looking statements. You are cautioned against attributing undue certainty to forward-looking statements. Although these forward-looking statements were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance, or achievements may differ materially from those made in or suggested by the forward-looking statements in this press release. Any forward-looking statements made in this press release speak only as of the date of those statements. We undertake no obligation to update those statements or publicly announce the results of any revisions to any of those statements to reflect future events or developments.

 

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

 

 

 

FAQ

What acquisition has Braiin Limited (BRAI) proposed in its May 2026 6-K?

Braiin has signed a non-binding term sheet to acquire a 50.1% majority interest in Cumbria Capital Ltd, parent of Home.cc. Home operates an AI-enabled LivTech platform focused on residential distribution, payments and household services across the home lifecycle.

What is the proposed valuation of Home.cc in Braiin’s term sheet?

The non-binding term sheet contemplates a pre-money equity valuation for Home.cc’s parent of approximately £35.0 million, or about A$66.1 million. This valuation underpins Braiin’s planned 50.1% majority investment through a share purchase using Braiin equity securities.

How much growth capital does Braiin plan to invest into Home.cc?

Braiin plans to invest approximately £3.85 million, about A$7.27 million, as growth capital into Home.cc. This funding is intended to support continued expansion of Home’s LivTech platform for embedded residential distribution, service activation, payments and connected living infrastructure.

Is Braiin’s acquisition of Home.cc definitive or still conditional?

The acquisition is not yet definitive and remains conditional. It is based on a non-binding term sheet and is subject to due diligence, negotiation of definitive agreements, shareholder approvals, Nasdaq and regulatory approvals, and delivery of audited financial statements, among other closing conditions.

How does the proposed Home.cc deal fit Braiin Limited’s LivTech strategy?

Braiin believes acquiring Home.cc would advance its AI-native Living Infrastructure strategy across the residential lifecycle. Management cites synergies with its PropTech, CXaaS and workflow automation businesses, aiming to unify property transactions, service activation, payments and ongoing home-management workflows.

What total value does Braiin reference for the Home.cc acquisition components?

The press release highlights valuation and growth-capital components totaling approximately A$73 million. This includes the implied equity valuation for a 50.1% stake in Cumbria Capital Ltd and the planned A$7.27 million of growth capital to support Home.cc’s platform expansion.

Filing Exhibits & Attachments

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