BRN Discussion Ongoing

[HopalongPetrovski]

Ok. So for the average Joe like me, what will happen to my current shares? Will they just be paid out.
I have no international account for trading

As I understand it, if you do nothing, your shares and the BrainChip listing on the ASX will simply cease to exist at a certain point and be replaced by an equivalent number of shares in the new American entity trading on an as yet unknown American exchange.

 

[rgupta]

Well the Board is hoping that BRN/BRCHF/... is the exception that proves the rule.

Clearly BRN is valued orders of magnitude below its true potential.

Practically every piece of good news in the last couple of years (and there have been a lot) has eventuated in a price decline. The Board believes that, as far as short manipulation is concerned, the poacher will not be the gamekeeper on the NASDAQ.

The ASX is comfortable with mines, banks and grocers, but it is battle-shy with tech following the DOTCOM boom. The ASX simply lacks the expertise to understand the potential of Akida. This is not the case on the NASDAQ.

The proposed move indicates that Board has also taken note of SH concerns about transparency and official announcements.

So, if you have faith in the Board, there is a lot to like about it, but as with some others, I am uncertain as to how Australian SHs will manage their portfolios, tax, super, etc.

I agree 100% with you but migration needs a lot of effort and brainchip management proved many times they are useless on financial management. Sean lied on last credit raise that new institutions will be on board while all those shares were absorbed by shorters. We did not use a single penny of that credit raise and we are back with our begging bowl..
Why cannot we find something better than manipulative LDA and we want to list in US without listing on asx
How many finance gurus will believe on brainchip story here. Technology is one aspect but handling finance of same company is another. This idea is good but without a proper plan it will only ruin holder's wealth
Dyor

 

[DingoBorat]

The statement that you will own the same proportion of the company after as before is verifiably true.

Any issue of further shares is a separate action, not part of consolidation.

I stated that the SP SHOULD in theory increase proportionally. This means the value of share holding after consolidation should be the same as it was before consolidation so that the market capitalization of the company remains constant before and after. What the market makes of the MC and SP after consolidation is another thing.

Supply and demand play their role in determining the SP before and after consolidation, but are not part of consolidation.

"The statement that you will own the same proportion of the company after as before is verifiably true.

Any issue of further shares is a separate action, not part of consolidation"

Yes, both true, but an issue of further shares obviously dilutes share holdings.

https://listingcenter.nasdaq.com/assets/initialguide.pdf

This is as of January 2025.

I haven't fully read it and am only "rotten" apple picking.

The AUD adjusted share price for listing is $6.
We could easily "be" $1, within the next 12 months.
This would require a share consolidation of 6 to 1.

This would result in 300 million shares and the basic requirements for liquidity are having 1250 million unrestricted publicly held shares.

In this scenario, they would need to issue 950 million more shares.

Many of these, could be issued at "no cost" to Company employees and upper management, as part of the deal and a large quantity also sold in the US IPO (obviously no more cash concerns).

But the net result to current share holders, is a dilution of over 75%.

I understand the Company being hamstrung by ASX requirements.

 

[rgupta]

Doesn't Vanguard already own over 50 million shares in BRN and aren't they an institutional fund ?

Also doesn't point 2 somewhat address this View attachment 78278

Can you show us vanguard with 50 million shares of brn.

 

[Andy38]

Hi Dodgy.
Absolutely correct regarding consolidation in theory.
Perhaps I have just been unlucky, but in each case where I have experienced it in practice, the share price pretty quickly retreated leaving me in a worse position. And I have heard many similar reports from others, although I do not know the veracity of their claims.
In truth, given my relatively small sample of lived experience, perhaps others could inform us all of their experience of consolidation?
Particularly interested in these kind of artificial circumstances where it is done just to engineer a particular share price to accomodate a listing rule.

Happened to me with IHL (biotech) on Asx then moved to US over a year ago under IXHL- lost value and I still have no idea where my shares are. Be it May I have been slack in retrieving access to them, but contacting Computershare in the US has been a pain in the ass. Dual would have been my preference, even for this aspect. Also, will be pissed if my super here is affected. I was just leaving there for 20 more years of rainy days.
And I find it so much harder to follow now, as need to jump on Reddit forums to get my fix on what’s the latest happenings. Just my 2 cents. Not a fan, but like Hoppy, very small sample size!

 

[Papacass]

I reckon this move has been coming for some time now. Ever since the Detroit Tier 1 Vehicle Manufacturer (Ford) announcement debacle Brainchip has, for right or wrong, had a poor opinion of the ASX. If nearly every customer engagement involves an NDA I can understand why BRN has been walking on eggshells for years. And really, let’s face it, it’s all but an American company except for where it’s incorporated and listed yet it doesn’t have access to US tech funds and other US cash because it’s perceived as being an Aussie minnow. I am of the opinion that contracts have been slow or maybe not signed for security reasons because we are an Australian entity listed on the ASX casino. I think this move could be the right one for the company due to the field we are trying to play on and eventually for us. I’m also worried about how to manage BRN in my portfolio if the move happens but I’ll adapt. I’d like to hear from Peter van der Made on this. I wonder what he thinks?

 

[GazDix]

You are all assuming that they are looking at a Nasdaq listing.
The timing here works out as well.

 

[Diogenese]

From ChatGPT

The re-domiciling of BrainChip to the U.S. and the transition from the ASX to a U.S. stock exchange could have significant implications for short sellers. Here’s how it might play out:

1. What Happens to Existing Short Positions?​

Short sellers profit by borrowing shares, selling them at a higher price, and then buying them back later at a lower price. However, when a company delists and moves to a new exchange:

• Short positions need to be closed out before delisting – If BrainChip shares are removed from the ASX, short sellers will likely be forced to cover (buy back) their positions before the delisting date. This can cause a short squeeze if many need to buy shares at once, driving the price up.
• New U.S. shares may not be borrowable immediately – Even if the company relists on a U.S. exchange, the ability to short the stock depends on brokers having available shares to lend. If these are not readily available, shorting could become more difficult, at least temporarily.

2. Could Short Sellers Get Caught Out?​

Yes, here’s how:

• Forced Buybacks (Short Squeeze) – If short sellers are unable to roll over their positions due to the ASX delisting, they will be forced to buy shares before the transition, potentially pushing prices up.
• Change in Market Dynamics – The U.S. market generally has more institutional investors who may have a different valuation perspective, reducing speculative shorting pressure.
• Different Regulatory Environment – The U.S. has different short-selling regulations, including tighter enforcement of naked short selling (selling shares without actually borrowing them). If BrainChip moves to an exchange like the NASDAQ or NYSE, this could limit some of the aggressive shorting seen on the ASX.

3. Possible Risks for Short Sellers​

• Unexpected Buy Orders – If BrainChip announces a buyout, new partnerships, or U.S. institutional interest, short sellers may find themselves covering at much higher prices.
• Regulatory Hurdles – The SEC has been more aggressive in cracking down on market manipulation. Any hedge funds using illegal tactics might face investigations.
• Retail and Institutional Buying Pressure – The stock's exposure to U.S. technology investors (who may value AI companies differently) could make it harder for short sellers to justify their positions.

4. Will They Be Forced to Cover?​

Most likely, yes—at least on the ASX. Short sellers holding positions on ASX-listed BRN will need to close their trades before the stock delists. Some may try to reopen short positions on the U.S. exchange, but if the stock gains buying momentum (from retail or institutional investors), it could become riskier for them.

5. Could This Create a Short Squeeze?​

• If a large number of shorts rush to close their positions before the ASX delisting, the share price could spike sharply in the short term.
• If there’s a scarcity of available shares to short on the U.S. exchange, shorting could become less aggressive post-move.

Bottom Line​

The re-domiciling could put short sellers in a tight spot, especially if they are forced to close their positions before the ASX delisting. While some may re-establish positions on the U.S. exchange, changes in market participants, regulation, and potential new investor interest could alter the stock’s dynamics significantly. If BrainChip executes this transition well, shorters could lose their grip on the stock, at least temporarily.

Great analysis entertec,

I think it would take a brave Australian shorter to mix it with the big boys, but, of course, there will also be other shorters in the deep end of the pool - but will they try shorting a hockeystick?

That was probably LdN's mistake - mistaking the ASX for a market with checks and balances

Clearly the Board has reached the end of its tether with the unchecked manipulation rampant on the ASX.

 

[DingoBorat]

Hi Dodgy.
Absolutely correct regarding consolidation in theory.
Perhaps I have just been unlucky, but in each case where I have experienced it in practice, the share price pretty quickly retreated leaving me in a worse position. And I have heard many similar reports from others, although I do not know the veracity of their claims.
In truth, given my relatively small sample of lived experience, perhaps others could inform us all of their experience of consolidation?
Particularly interested in these kind of artificial circumstances where it is done just to engineer a particular share price to accomodate a listing rule.

My experiences, of which I have several, are admittedly mostly to do with struggling mining companies "restructuring" but there "is" a tech company thrown in there (9SP).

 

[Bravo]

My "women’s intuition" is telling me this must be good news.

I wouldn’t be shocked if that long-awaited 5-year license gets inked in the next few months, conveniently before the AGM in May.

Let’s not forget that the BOD needs shareholder approval to move forward. And what better way to win us over for a US redomicile than by serving up a massive, juicy incentive first?

My money’s on Arm. It just makes sense to me, given projects like Stargate, Izanagi, the US Iron Dome defense system, and SoftBank/Arm’s grand vision of rolling out their own chips.

As always, time will reveal all.

GLTAH!

 

[gex]

As I understand it, if you do nothing, your shares and the BrainChip listing on the ASX will simply cease to exist at a certain point and be replaced by an equivalent number of shares in the new American entity trading on an as yet unknown American exchange.

Thanks mate

 

[Mccabe84]

Can you show us vanguard with 50 million shares of brn.

BRN Institutional Ownership and Shareholders - BrainChip Holdings Ltd (ASX) Stock

BRN Institutional Ownership and Shareholders - BrainChip Holdings Ltd (ASX) Stock

fintel.io

Scroll down to the section titled

13F and NPORT Filings​

Then you will see institutional ownership amounts and vanguard owns over 50mil across multiple funds. Here's an example of just 2 Vanguard funds which hold over 25mil between the two of them.

 

[HopalongPetrovski]

My experiences, of which I have several, are admittedly mostly to do with struggling mining companies "restructuring" but there "is" a tech company thrown in there (9SP).

Hi Dingo.
Was your experience of consolidation positive or negative or mixed?

 

[Galaxycar]

Now today has been a interesting day has’nt, anyone else feel that we are being screwed over by our own management now???
1. Don’t make any announcements that will push up the share price for 3-4 years.
2.Tell us that 2025 is gunna be a great year for the company and all the other bullshit over the last 3-4 years.
3 Hide everything behind NDA’S So shareholders haven’t got a clue what’s going on or if they even exist.
4. Make up more bullshit we have to move to the USstock exchange for the good of the company staying out of the reach of ASX prying eyes.
5 Shareholders value obliterated from say $1.50 to $0.25 cents.
6 We then list on the us stock exchange with our shares worth $0.10 after the massacre to come.
7.US NEWshareholders buy our shares for $0.10 a share.
Does anyone get the feeling that AMERICA,S Have just pulled of the biggest Theft of Australian technology ever seen and our us CEO wants us to trust and believe him and the board. Who have shown shareholders nothing but distance and avoidance over the last 4 years.
This AGM just got better this is the most disgusting ripoff of Australian shareholders since Alan bond days.
AGM VOTE AGAINST every FKN proposal put forward show them your not gunna be screwed over. If the shareprice was $2.00 fill yah boots I would be first to vote yes, but to give our shares away to the Americans.CON JOB BY OUR BOARD AND MANAGEMENT WRITTEN ALL OVER IT. $0.15 cents US Dollars if we’re lucky on the transfer Fk NO is my vote

 

[JB49]

I really dont like that we are 15 staff less than last year

 

[SiDEvans]

I think we should all heed the part of the announcement where it notes the impediment the ASX reporting requirements are to deal making and be grateful BRN are trying to find a way to mitigate this barrier to future success.

 

[MDhere]

"The statement that you will own the same proportion of the company after as before is verifiably true.

Any issue of further shares is a separate action, not part of consolidation"

Yes, both true, but an issue of further shares obviously dilutes share holdings.

https://listingcenter.nasdaq.com/assets/initialguide.pdf

This is as of January 2025.

I haven't fully read it and am only "rotten" apple picking.

The AUD adjusted share price for listing is $6.
We could easily "be" $1, within the next 12 months.
This would require a share consolidation of 6 to 1.

This would result in 300 million shares and the basic requirements for liquidity are having 1250 million unrestricted publicly held shares.

In this scenario, they would need to issue 950 million more shares.

Many of these, could be issued at "no cost" to Company employees and upper management, as part of the deal and a large quantity also sold in the US IPO (obviously no more cash concerns).

But the net result to current share holders, is a dilution of over 75%.

I understand the Company being hamstrung by ASX requirements.

Well it sure would be good if the sp was actually $6aud then there would be no need for any share consolidation and would there and the number of shares would remaining the same over 1000mill shares.

Interestingly is I don't think that the 1250 unrestricted held shares would apply in the case above nor any more shares required as I looked at the number of arm holding shares on nasdaq and looks like they are under the 1250mill at 1052mil. In any case if we get to $6aud this point would be moot anyway.

Will be an interesting next few months. I've set up my commsec trading international account a few minutes ago and seemed pretty simple to do.

 

[DingoBorat]

Hi Dingo.
Was your experience of consolidation positive or negative or mixed?

My experience has without exception, always been negative.

The only way I was thinking of this being a positive, is from the inevitable "share splits" later, in BrainChip's case.

But if they need to issue that kind of number of shares to list and the current share holders are basically told "tuff luck".

Then we're starting from a lot further back than I'd like.

There is no "real" Company loyalty to the smaller shareholders, in my opinion.

 

[HopalongPetrovski]

My "women’s intuition" is telling me this must be good news.

I wouldn’t be shocked if that long-awaited 5-year license gets inked in the next few months, conveniently before the AGM in May.

Let’s not forget that the BOD needs shareholder approval to move forward. And what better way to win us over for a US redomicile than by serving up a massive, juicy incentive first?

My money’s on Arm. It just makes sense to me, given projects like Stargate, Izanagi, the US Iron Dome defense system, and SoftBank/Arm’s grand vision of rolling out their own chips.

As always, time will reveal all.

GLTAH!

Gosh, I hope you're right there Bravo.
Given my age, circumstances, predilections and this news, at this point in my life, I would probably like to reduce my holdings by about 75%, leaving the balance in and hoping for the new all American BrainChip to go gangbusters.
But I wouldn't do that with the share price languishing at these current levels.
So I'm hoping this move is accompanied with a nice sweetener for us old timers, providing an opportunity to divest a little, if we wish.
Given the current disrupted state of the world, I am less comfortable with having so much in this one pot and have held on, until now, in the expectation of a pay day.
So. Whilst I think the move will most probably be ultimately good for BrainChip, dunno that I've got another 10 years in me, waiting for it to happen.
No advise intended. Just some musings.
GLTAH

 

[Tothemoon24]

Socionext Announces Strategic Partnership with Google Quantum AI in Quantum Computing Development

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Socionext has a long history in semiconductor technology and development. In this new partnership focused on quantum computing system controllers, Socionext will utilize its expertise to deliver high-precision, high-quality semiconductor products that will contribute to Google Quantum AI’s quantum computing system and drive technological innovation.