BRN Discussion Ongoing

[Fullmoonfever]

Worth a read on redomiciling and maybe a question to super funds if they allow holding and/or trading of CDI's on ASX against US entity.

It could be an option that the way is to list new entity in US, buyout ASX BRN, create a new ASX listed entity to hold CDI's (against US entity) for existing SH's that have swapped their original BRN shares.

Still call Australia home? Achieving an outbound redomicile

Many growth-stage companies – particularly in the technology and resources sectors – have contemplated changing their jurisdiction of incorporation from…

jws.com.au

25 January 2024

Still call Australia home? Achieving an outbound redomicile​

Dr Pamela Hanrahan, Kate Naude
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Many growth-stage companies – particularly in the technology and resources sectors – have contemplated changing their jurisdiction of incorporation from Australia to elsewhere. Usually, the strategy arises in the context of a step-up in the company’s scale of operations and/or funding requirements, or when a significant opportunity to expand the business offshore presents itself (for example through an acquisition).
Outbound redomiciling – that is, changing from a company incorporated in Australia to one incorporated overseas – is sometimes viewed as complicated, but can be a fairly smooth process, particularly where there is a sound business case for it that resonates well with shareholders. Redomiciling often accompanies a decision to list (or dual-list with ASX) on an overseas exchange, but there can be reasons to consider it pre-float. We have recently noticed that more clients are coming to us with an interest in exploring it.

Why do it?​

There are a range of reasons why an Australian company might want to redomicile. Four stand out. The first is where the company’s operations have moved offshore (or will need to if the company is to continue to grow) and an ongoing connection with Australia no longer makes sense. The second is the perception that redomiciling can help with access to deeper capital markets or markets where the company’s valuation and prospects are better understood, particularly in industries such as healthcare and tech. The third is that it can facilitate transactions or assist with attracting staff in the destination jurisdiction where equity is offered as part of the consideration, from scrip-for-scrip takeover offers to employee incentive schemes. The fourth, which can be more controversial, is where the destination jurisdiction’s taxation, regulatory, corporate, or securities laws are more favourable to the company’s business.

How is it done?​

Some jurisdictions have special rules allowing a company to change its country of incorporation while maintaining its legal identity. These include Canada, Singapore, New Zealand, Switzerland, Luxembourg, Jersey and some US states. In 2021-22, the UK Government consulted on a proposal to introduce a similar regime for redomiciliation, but has not progressed it. Australia does not.
Australian public companies looking to redomicile do so via a transaction known as a ‘top hat’ scheme of arrangement. This transaction involves incorporating a new corporation in the destination jurisdiction, which will acquire the Australian company from its current shareholders. The scheme can only go ahead with the approval of the Court and the Australian company’s shareholders. On completion, as consideration for the acquisition, the Australian company’s shareholders receive shares in the new foreign corporation.
Members’ schemes of arrangement are a well-established procedure for corporate reorganisations in Australia, but they can be complicated to implement and require the assistance of specialist corporate lawyers and tax advisers. Once the company’s board decides to pursue a redomiciliation, the first task is to prepare a scheme implementation agreement which documents the scheme process and then put together detailed disclosure for shareholders in the form of a ‘scheme booklet’ that includes an independent expert’s report and is reviewed by ASIC.

The next step is an application to either the Federal Court or a State Supreme Court for orders convening a general meeting to vote on the scheme. If the scheme is approved by 75 per cent of the votes cast at the general meeting and more than 50 per cent in number of the company’s shareholders voting on the resolution (in person or by proxy), it comes back to the Court for a second hearing. If the Court also approves the scheme, the scheme binds all shareholders, even those who voted against it.
Tax class rulings for existing shareholders who are exchanging their shares and to amend options and existing employee awards will often be required. It is also recommended to obtain advice to ensure the new corporation is no longer considered a resident of Australia for tax purposes.
Once the scheme is implemented, the new corporation will operate subject to the laws of the destination jurisdiction and, if the new company is migrating to a foreign securities exchange (or the group will be dual-listed on ASX and a foreign exchange), the listing rules of the foreign exchange. This will affect shareholder rights and protections (including in any future change of control transactions), officers’ duties and liabilities, corporate governance arrangements and norms, and corporate reporting and disclosure obligations. The company’s board, management and shareholders need to be clear about how their position will change.

How common is it?​

Large redomiciliation transactions like James Hardie (to the Netherlands and subsequently to Ireland) and Amcor (to Jersey) are relatively rare. But a steady stream of smaller listed entities have recently made the trip. Over the last five years, these include Surf Lake Holdings, Tamboran Resources, Incannex Healthcare, Controlled Thermal Resources, American Pacific Borates, Piedmont Lithium and Avita Medical (all to the US), Pensana Metals and Tronox (to the UK), Boart Longyear and GetSwift (to Canada) and Petronor E&P Ltd (to Norway). Of those, Piedmont Lithium, Tamboran Resources, Avita Medical and Boart Longyear maintained their ASX listing with CDIs still on issue. While harder to track, there have also been a number of recent redomiciles of Australian proprietary companies including Saluda Medical and SEA Electric.
Redomiciling is a significant decision, but for the right company it can unlock important opportunities for growth.

 

[manny100]

One thing someone at the AGM should ask is managements definition of the word bookings, The statement that we expect higher bookings in 2025.
Think shareholders should know it does,nt mean,IP Licences, Revenue,Sales,Contracts. It means at trade shows talking to parties that’s it, that is what we pay them there generous bonuses for, the same shit they have done the last six years all talk no action. All these partnerships are a way of hiding the fact nobody wants to buy a IP Licence and pay upfront we are giving our IP away in the hope it may result in a saleable item. If it’s not the case then where the fuck is all the revenue from all the items we are supposedly using it in space. Glad I brought a engineering business not!

That would have to be the most ridiculous post ever on the TSE.
It's generally best to do some research before making negative comments.
It's no secret that bookings are engagements that result in a revenue generating commercial agreement. Iron clad revenue.
Note the agreement may involve immediate revenue but it will 100% generate revenue.
The iron clad agreement may also be subject to an NDA.
This includes royalty generating IP sales, chip sales, SBIR contract wins.
It does not include research or ecosystem partnerships which come with the potential for future revenue - these are however client validation events which are important.
Sean said in the quarterly that he was confident that we will close substantially more bookings this year.
For short term incentive payments, the minimum threshold has been raised to 80% of target and maximum 120% for 2025.
Note that Short term incentives are paid in cash.
Also, Full commercialization did not commence until January 2022 less than 3 and a half years ago not 6 years as you suggest.
Do some research and check the News release from January 2022.
When you make negative comments without having researched the topic it takes away your credibility.
Every reason for holders to be confident.

 

[manny100]

I do, (hold BRN in my retail super) and paid 62 cents each for them, at the time.
I also hold many more outside of super for which I now feel grateful.
It will be a blow to me if I have to sell them at anything less than purchase price because of a redomicile, but at the moment, that is the situation with my particular fund.
Other funds will have varying arrangements, but this is my situation.
Not looking for violins or sympathy, just stating a part of the way my reality will be affected.
And think many other's will likely be in the same boat.
This is just a side show to the main event, but I hope that the BOD are aware of these implications for some of us holder's and will factor us into their decision making.

IMO there is no way the BOD will hold a meeting unless it knows it will get 75% of the vote to get a yes.
The current BOD will only get one chance at it.
To do that we will need to see some decent bookings closed, ie revenue on the way in. See Sean's Quarterly Bookings closure comments.
I have a few in super as well but way more in personal accounts.

 

[manny100]

Hi Manny,

Good summary,

I think that the switch to IP-only (stop me if you've heard this before ...) set commercialization back by 2+ years by shrinking the potential market and raising the barriers to entry, as well as by jettisoning the first-to-market advantage which could have built brand recognition. That said, there were financial constraints.

So now we've restored the SoC product line and software product line, and we are seeing some green shoots, but the competition is closing in. Fortunately, perhaps serendipitously, TENNs arrived. It was in gestation even as we threw out the bathtub and contents.

I think Sean's confidence in closing deals this year is the bedrock of the suggested rehoming to US. Clearly this could not be contemplated at the current SP. The fact that he has mentioned the move out loud is an indicator of this confidence.

It was always contemplated that we would list in the US, but as a dual listing. Sole listing will complicate matters for superannuation SHs. As court approval is required, perhaps the court could impose a condition the the company make an equivalent number of US shares available for those with super shares. Class action anyone ... ? (Full disclosure - I don't have super shares).

I guess the problem the BOD had and still have is that with SOCs there would be no funds for constant new chip production.
It's cheaper just to upgrade GEN2 and pass the cost on.
I guess Pico which runs off TENNs type State Space algos will have a longer shelf life. Tony

 

[Bravo]

IMO there is no way the BOD will hold a meeting unless it knows it will get 75% of the vote to get a yes.
The current BOD will only get one chance at it.
To do that we will need to see some decent bookings closed, ie revenue on the way in. See Sean's Quarterly Bookings closure comments.
I have a few in super as well but way more in personal accounts.

Hi Manny,
Why do you think the BOD needed to mention the possibility of redomiciling so far in advance?
I mean, we aren't exactly excelling in bringing in meaningful revenue or capturing any major leads or licences ATM, so why do you think they needed to bring up the possibility of redomiciling before the AGM?
It's not as though we were all required to vote for it at this AGM, was it?
I just don't understand why they announced it when they did.
Why didn't they wait until there was more positive news to report (i.e. like new licenses being signed etc?), in which case the announcement would have elicited a much more positive response from shareholders????

 

[Kingkong2015]

To be honest, I’m not entirely satisfied with Sean’s performance. However, I must acknowledge that he has contributed some valuable work.



Many people are unaware of the process involved in generating royalty payments. First, BrainChip must form partnerships with clients so they can validate our technology. Once validation is successful, the next—and more challenging—step is for the client to evaluate whether their product can achieve sufficient sales volume. Without a large enough production run, the cost of integrating our SoC becomes prohibitive. Typically, a minimum of 100,000 units is required to make it viable.



If the client is confident in both our technology and their product’s market potential, they will proceed to sign a licensing agreement for BrainChip’s IP. After signing, it generally takes 6 to 12 months to bring the final product to market.



That’s why we should always view new validation partnerships as a positive sign.



In my opinion, companies like MegaChips, Renesas, and Front Gaisler all have strong potential to generate millions in revenue this year or next. I also have a strong feeling that we might land a major deal this year. We’re building momentum—especially in the space-edge LLM segment—which is showing great promise.

 

[Kingkong2015]

Another major challenge we were facing is that we were using an SNN (Spiking Neural Network) model. While SNNs are excellent for low-power consumption, their current ecosystem is still quite limited. At the moment, we’re primarily relying on CNNs and TENNS for image, video, voice, and data processing.


However, by introducing state-of-space models like Mamba into Akida, we can enable LLMs to run on the edge. This is a SIGNIFICANT breakthrough—it means our models can be integrated into AI agent workflows, allowing them to perform a wide range of advanced AI tasks that are in high demand across the market.

ChatGPT and similar LLMs are built on Transformer architecture, which is highly resource-intensive. Due to its significant CPU/GPU and memory requirements, it’s simply not feasible to run Transformer-based models on edge devices.


State-of-space models like Mamba, on the other hand, offer a smarter and more efficient alternative. They achieve impressive results without being resource-hungry. Ask any data scientist you know—they’d be thrilled to see LLMs running on edge devices. This AKIDA capability would empower them to deploy AI agent workflows that can perform almost any task they need, all powered by something as small as a size 5 battery.

 

[manny100]

Hi Manny,
Why do you think the BOD needed to mention the possibility of redomiciling so far in advance?
I mean, we aren't exactly excelling in bringing in meaningful revenue or capturing any major leads or licences ATM, so why do you think they needed to bring up the possibility of redomiciling before the AGM?
It's not as though we were all required to vote for it at this AGM, was it?
I just don't understand why they announced it when they did.
Why didn't they wait until there was more positive news to report (i.e. like new licenses being signed etc?), in which case the announcement would have elicited a much more positive response from shareholders????

Not sure but IMO it was a strategic move.
Those buying in after the redomicile ann are more likely to vote yes. There will be plenty of votes there..That is a strategic move.
We get it that AKIDA is not an 'add in or screw on' to boost performance. It's a new way of doing things and a lot just do not understand that it's going to take time.
The understanding issue was raised in the redomicile ann in relation to value.
I think it comes down to the BOD considering the company will do better in the US both in terms of value and performance..
A lot of notice certainly gives those with negative views a chance to plan an out and clean the register up a bit.
Some may feel a loss of control if there us a move to the US even though they are positive holders . They may vote no so give them time to plan an out..

 

[Guzzi62]

Hi Manny,
Why do you think the BOD needed to mention the possibility of redomiciling so far in advance?
I mean, we aren't exactly excelling in bringing in meaningful revenue or capturing any major leads or licences ATM, so why do you think they needed to bring up the possibility of redomiciling before the AGM?
It's not as though we were all required to vote for it at this AGM, was it?
I just don't understand why they announced it when they did.
Why didn't they wait until there was more positive news to report (i.e. like new licenses being signed etc?), in which case the announcement would have elicited a much more positive response from shareholders????

There can be several reasons.

1: Checking the lay of the land, let it sink in that they want to move.

2: They are having a session about it next week, so people can prepare the questions they might have.

3: They are very confident the SP will be at/over 4US$ by the end of the year?? Nvidia signing a big deal should do it, or Apple?? Yes, wish thinking maybe, but they were talking (Last AGM) about a major deal could make us profitable overnight, it's about time.
Ohh boy, I wish they would announce that just before the AGM and all BOD haters over at the crapper and here will be speechless.

 

[Fullmoonfever]

New repository set up yesterday on GitHub by NeuroSyd with the title:

Akida-Seizure.

Nothing added as yet but you'd suspect given what they do at the facility it would be our Akida they either been or will be playing with.

NeuroSyd

NeuroSyd has 36 repositories available. Follow their code on GitHub.

github.com

NeuroSyd Research Laboratory

NeuroSyd Research Laboratory at the Faculty of Engineering, The University of Sydney, is where emerging paradigms in computing, data science, neuro/bio-engineering and nanotechnology collide. NeuroSyd research is highly multidisciplinary and span over a wide range of fields from Device to Data,

sites.google.com

Omid Kavehei

The University of Sydney - Cited by 6,901 - nanoelectronics - medical electronics - affective computing - learning machines - integrated circuit design

scholar.google.com

 

[manny100]

Another major challenge we were facing is that we were using an SNN (Spiking Neural Network) model. While SNNs are excellent for low-power consumption, their current ecosystem is still quite limited. At the moment, we’re primarily relying on CNNs and TENNS for image, video, voice, and data processing.


However, by introducing state-of-space models like Mamba into Akida, we can enable LLMs to run on the edge. This is a SIGNIFICANT breakthrough—it means our models can be integrated into AI agent workflows, allowing them to perform a wide range of advanced AI tasks that are in high demand across the market.

ChatGPT and similar LLMs are built on Transformer architecture, which is highly resource-intensive. Due to its significant CPU/GPU and memory requirements, it’s simply not feasible to run Transformer-based models on edge devices.


State-of-space models like Mamba, on the other hand, offer a smarter and more efficient alternative. They achieve impressive results without being resource-hungry. Ask any data scientist you know—they’d be thrilled to see LLMs running on edge devices. This AKIDA capability would empower them to deploy AI agent workflows that can perform almost any task they need, all powered by something as small as a size 5 battery.

Great post. Pico runs on State Space models. Huge possibilities for Pico or a Pico plus given the importance of chip size.

 

[jrp173]

One thing someone at the AGM should ask is managements definition of the word bookings, The statement that we expect higher bookings in 2025.
Think shareholders should know it does,nt mean,IP Licences, Revenue,Sales,Contracts. It means at trade shows talking to parties that’s it, that is what we pay them there generous bonuses for, the same shit they have done the last six years all talk no action. All these partnerships are a way of hiding the fact nobody wants to buy a IP Licence and pay upfront we are giving our IP away in the hope it may result in a saleable item. If it’s not the case then where the fuck is all the revenue from all the items we are supposedly using it in space. Glad I brought a engineering business not!

I asked Tony Dawe this question earlier this week. The reply:

 

[jrp173]

Actually I'm not convinced they will give a shit unless they feel they have left themselves open legally. IMO they will make a decision that benefits the company and the majority of shareholders. I certainly hope if they do relist that shareholders are given at least 6 months notice. It takes sometime to set up a self managed super fund, sell the shares and re-buy, not to mension the cost.

SC

The company don't get to make the decision. It must be approved by shareholders, and there are two separate votes.

The company has a lot of work to do before shareholders would approve this move. At current prices the consolidation would be crushing for shareholders.

 

[jrp173]

I don't think the redomicile will be on the cards for a while (if it even happens).

Even Brainchip know that there is no chance in hell that shareholders are going to vote for redomicile, unless there is a significant increase in share price (plus many other factors still to be addressed).

Of course all purely speculation at this stage, since we've been given no details on possible exchange however let's say it is the Nasdaq and base it on today's share price of 25 cents AUD. The minimum price required to list on Nasdaq is $4 USD ($6.27 AUD), so this would mean a consolidation of 25:1.

Why anyone would vote for that is beyond me.

However importantly, a redomicle MUST be approved by shareholders.

There are two shareholder votes required:

Headcount Test - a simple majority (50% plus one) of the registered shareholders,
then
Voted Shares Test - 75% of the votes cast on the resolution (this means 75% of the shares voting on the resolution).

I honestly feel like it was put out there to distract shareholders from important items relating to the AGM (like not approving the remuneration report).

As for the 4C saying, they put the idea out there to gauge shareholder reaction is nonsense. If they really wanted to know how shareholders felt, why would they not call their top 20 shareholders to see what they thought, rather than drop a price sensitive announcement that caused the share price to drop from 30c to low 20s....

 

[MDhere]

I don't think the redomicile will be on the cards for a while (if it even happens).

Even Brainchip know that there is no chance in hell that shareholders are going to vote for redomicile, unless there is a significant increase in share price (plus many other factors still to be addressed).

Of course all purely speculation at this stage, since we've been given no details on possible exchange however let's say it is the Nasdaq and base it on today's share price of 25 cents AUD. The minimum price required to list on Nasdaq is $4 USD ($6.27 AUD), so this would mean a consolidation of 25:1.

Why anyone would vote for that is beyond me.

However importantly, a redomicle MUST be approved by shareholders.

There are two shareholder votes required:

Headcount Test - a simple majority (50% plus one) of the registered shareholders,
then
Voted Shares Test - 75% of the votes cast on the resolution (this means 75% of the shares voting on the resolution).

I honestly feel like it was put out there to distract shareholders from important items relating to the AGM (like not approving the remuneration report).

As for the 4C saying, they put the idea out there to gauge shareholder reaction is nonsense. If they really wanted to know how shareholders felt, why would they not call their top 20 shareholders to see what they thought, rather than drop a price sensitive announcement that caused the share price to drop from 30c to low 20s....

Maybe best case scenario is a u.s. buyer is lurking in the background, offers the Company 15 billion of dollars (made up figure of course) and they say, right now Brainchip you need to buy back all the australian shares at ($6.27 AUD, the price that you quoted @jrp173 ) and then float it all on the u.s. market under our subsidiary name.

That's all the Australian shareholders have been bought out at the u.s. float price, done and dusted.
Well to me this would be a win win for us shareholders and a win win for the company to move smoothly to u.s.

Then we can all buy the u.s. shares as we wish.

Well I am hoping that my theory is actually reality. And I'm not dreaming, I'm wide awake at work number crunching lol

 

[Frangipani]

On 1 December 2024, both @Humble Genius and @Kamikaze kai shared the following LinkedIn post by Sounak Dey from TCS Research with us:

Sometimes back, our work focus was on the use case of "In-car Driver Drowsiness Detection". | Sounak Dey

Sometimes back, our work focus was on the use case of "In-car Driver Drowsiness Detection". We did the usual tasks of designing a Spiking Neural Network (SNN) and then deploying it on BrainChip Akida 1000 neuromorphic board. The model has achieved upto 92% accuracy on four classes. Energy...

www.linkedin.com

Yesterday, the work he referred to, which was presented at ICPR 2024 in Kolkata (1 - 5 December 2024) by Sounak Dey’s and Chetan Kadway’s co-author Ajoy Dey, was published online (the text beyond the abstract is, however, behind a paywall):

Towards On-Device Learning and Personalization: A Case of In-Car Driver Drowsiness Detection System Using Neuromorphic Computing

Car accidents due to driver drowsiness is a very serious pan-world problem. At present there are few AI-based drowsiness detection and alert systems, but they are not suitable for cars due to their requirement of large memory, power, and latency and...

link.springer.com

 

[Pom down under]

Every year around this time all the snide, negative comments really ramp up, I wonder why...not!

So many moaners, yet they just won't crystallize their loss and admit they wished they had offloaded all their shares at north of $2.00...well tough luck princesses.

Toughen the F up...Brainchip isn't your personal ATM..this is a journey, yes it's damn slow, but is the technology useless ?
Are we hiring imbociles? Are we engaging with incompetent tier 1 companies?..Is Sean a snake oil salesmen?..on and on.

From memory, Lou received two tranches of 7.5 million shares as "Chief 3 Hats" giving or some would say, gifting him with 15 million shares, of which he still holds just under 5 million shares, some seem to forget about the approximate 17 + million AUD that was wasted (blown) under his watch on the Studio sales team etc, the email address that was posted by some idiots on the HC site was actually Lou's private account, I can confirm that myself.

What 99% of you don't know is why he abruptly left as our CEO and Peter took over as interim CEO, and by the way, he did a great job in changing the accountability and tightened up on internal procedures with the help of the BOD..I liked Lou, but there was an issue and the company moved on.

The jury is still out on Sean, maybe he has clashed with some key staff who have since moved on, I simply can't comment because I'm not privy to the internal office day to day issues, which I'm sure there are like most.

Personality clashes happen all the time, ego's, power struggles etc are all part and parcel of life, but we all keep growing and moving forward.

Ramble finished...goodnight from

it is likely a anonymous poster who just happened to pretend to be that person and then post a possible correct old email of lous . And if LDN still has that address if in fact his in the first place, well wont he get lots of spam emals lol That crapper poster should be blocked for pretending to be someone other then an anonymous d..k lol

Well it could of been a correct old email adddress

 

[Pom down under]

it is likely a anonymous poster who just happened to pretend to be that person and then post a possible correct old email of lous . And if LDN still has that address if in fact his in the first place, well wont he get lots of spam emals lol That crapper poster should be blocked for pretending to be someone other then an anonymous d..k lol

Hey


I did get a response from Lou below and I’ve also asked him his thoughts on moving to the US with the SP at its current price and why the board would not want Steven Liebeskind elected as a director. Not expecting a response, but you never know.

 

[yogi]

Podcast - In this episode of Inside Electronics, Electronic Design’s Senior Content Director, William Wong, talks with Steve Brightfield, Chief Marketing Officer at BrainChip about SNNs and the company’s Akida platform. The conversation covered hashtag#neuromorphic computing and how Akida’s Spiking Neural Networks enable power-efficient compute using event-based distribution, as well as BrainChip’s development tools and Akida’s Next Generation State Spaced Models - Listen here: https://lnkd.in/d8NWw-Qn

Podcast on neuromorphic computing with BrainChip | BrainChip posted on the topic | LinkedIn

Podcast - In this episode of Inside Electronics, Electronic Design’s Senior Content Director, William Wong, talks with Steve Brightfield, Chief Marketing Officer at BrainChip about SNNs and the company’s Akida platform. The conversation covered #neuromorphic computing and how Akida’s Spiking...

www.linkedin.com

 

[Pom down under]

Hey


I did get a response from Lou below and I’ve also asked him his thoughts on moving to the US with the SP at its current price and why the board would not want Steven Liebeskind elected as a director. Not expecting a response, but you never know.

View attachment 83543

I have received a response from Lou regarding my 2 questions, but I’m requesting permission to post them here and he responded with

With caveat that included.

What’s that above 4 words mean lol