Braiin Ltd
For the period ended May 19, 2026. Filed May 20, 2026.
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May 19, 2026 · Filed May 20, 2026
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Contents
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.
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