BRN Discussion Ongoing

[Bravo]

Morning Bravo,

Just a guess but I think the move is part of a "course correct" move by the BoD. There a signs that we are moving away from an IP only model and possibly going back to the idea of producing chips. As well as partnering with other companys in joint ventures. Joining some dots, I think the technology road map before the AGM will show a need for a much higher level of capital that can be obtained from the ASX. Hence the move to the US.
Yes, I believe there will be a very large CR if we move. Bad for dilution of current shareholders, maybe necessary for the company to thrive.

Thanks FJ,

Judging by what happened to edge AI chip startup Blaize after it listed on NASDAQ via a merger with the SPAC BurTech in January 2025, my vote on redomiciling would be an unequivocal "no".

That is, unless a number of key licenses were suddenly signed, large amounts of revenue started appearing out of nowhere, or a well-known cornerstone investor, like Arm, stepped in to back us. Otherwise, it would be a resounding "no" from me.

To put it into perspective, at the time of the merger, Blaize was valued at an implied enterprise value of approximately $894 million, with shares priced at $10.00 each. However, by April 2025, the share price had declined to around $2.51, representing a loss of nearly 75% from the initial listing price.

The anticipated benefits of going public did not materialize for Blaize as expected and consequently the shareholders who invested at the time of the listing have faced significant losses.

Given how we are tracking currently, pursuing a similar path would be nothing short of self-sabotage IMO.

 

[DK6161]

Hey Sean, give us a bloody announcement first if you want us to support the move!
AGM is next week and you want us to vote yes to compete with the big boys in the US?
They can't even sell this proposed move to us shareholders, how do we expect them to sell IPs?

FFS! Not happy!

 

[Xray1]

Thanks FJ,

Judging by what happened to edge AI chip startup Blaize after it listed on NASDAQ via a merger with the SPAC BurTech in January 2025, my vote on redomiciling would be an unequivocal "no".

That is, unless a number of key licenses were suddenly signed, large amounts of revenue started appearing out of nowhere, or a well-known cornerstone investor, like Arm, stepped in to back us. Otherwise, it would be a resounding "no" from me.

To put it into perspective, at the time of the merger, Blaize was valued at an implied enterprise value of approximately $894 million, with shares priced at $10.00 each. However, by April 2025, the share price had declined to around $2.51, representing a loss of nearly 75% from the initial listing price.

The anticipated benefits of going public did not materialize for Blaize as expected and consequently the shareholders who invested at the time of the listing have faced significant losses.

Given how we are tracking currently, pursuing a similar path would be nothing short of self-sabotage IMO.

And don't forget, that if BrainChip were to re-domiciled to the USA, then imo we would also need to do a "Consolidation of Shares" at a figure of say 5:1 (ie: 5 old shares for 1 new one) which would also put S/holders way behind and at an disadvantage.

 

[ndefries]

And don't forget, that if BrainChip were to re-domiciled to the USA, then imo we would also need to do a "Consolidation of Shares" at a figure of say 5:1 (ie: 5 old shares for 1 new one) which would also put S/holders way behind and at an disadvantage.

why does a share consolidation hurt shareholders. pie is still the same size.

 

[Xray1]

Hey Sean, give us a bloody announcement first if you want us to support the move!
AGM is next week and you want us to vote yes to compete with the big boys in the US?
They can't even sell this proposed move to us shareholders, how do we expect them to sell IPs?

FFS! Not happy!

PLEASEEEEEE .... PLEASEEEEE ..... PLEASEEEEEE ....stay away from raising any issues concerning the Company's Re-Domiciling to the USA during this AGM .... IMO, It's not an issue for this AGM ..... let's use our constructive time at this AGM to discuss the real issues of there being no new IP agreements and No meaningful revenues streams ............ leave the Re-Domicile issue until another time or until such time as we are all served with a formal Co ASX notice of the Co's intention to do so ........... once again, I think this is all a diversionary tactic by the Co to bypass the real issues at present and waste s/holders time at the AGM on unrelated side issues.
We all need the Co and BOD's as part of their Fiduciary Duty to give all of us Co S/Holders full and frank disclosure's ... so, please ask them all the questions that may concern you and that need answering by the Co hopfully in a meaningful way and not by way of a so called "Fluff" response.

 

[Bravo]

---

Unfortunately, I won’t be able to attend the AGM, but I’m hopeful that someone will raise a few important points with the Board—particularly around how the company communicates its customer pipeline to shareholders.

The key point is this: even when companies are bound by NDAs, they can still provide meaningful, non-sensitive insights. By sharing aggregated, anonymized, and non-identifiable data, it’s entirely possible to report on operational metrics, pipeline progression, and market traction without breaching confidentiality or exposing client identities.

If the Board insists otherwise, I’d respectfully suggest that’s simply not true.

And if they need a real-world example of how it can be done? Voilà—they only need to look at the framework I pulled together in under two seconds with the help of ChatGPT. No $68,000 consulting fee required (though I wouldn’t mind a cheque to offset my losses at this point in time!).

Confidentiality-Conscious Shareholder Reporting Framework​

1. Sales & Engagement Funnel Metrics​

Without naming clients, report:

• Total active commercial discussions: e.g., 26 companies currently in the pipeline
• Breakdown by stage:
  • Enquiry / Early discussion: 14
  • Proof of Concept (PoC): 6
  • Pilot deployment: 3
  • Commercial negotiations: 2
  • Signed but not publicly disclosed: 1
• Sales cycle timelines (avg. duration from enquiry to PoC, PoC to deal, etc.)

2. Industry & Use Case Segmentation​

• Present data grouped by verticals:
  • Automotive (ADAS, predictive maintenance)
  • Industrial (robotics, machine vision)
  • Consumer electronics (smart devices)
  • Defense/security (anomaly detection)
  • Healthcare (diagnostic assistance)
• Describe generalized use cases:
  • Event-based visual processing for motion tracking
  • Low-latency AI inference at the edge
  • On-device incremental learning

3. Geographic Distribution​

• Show global reach without naming countries if needed:
  • North America: 10 active discussions
  • Europe: 7
  • Asia-Pacific: 5
  • Middle East: 2

4. Partnerships and Ecosystem Activity​

• Highlight non-client relationships that can be disclosed:
  • Hardware integrations (e.g., RISC-V platforms, sensor vendors)
  • Ecosystem development (SDK downloads, dev kits shipped)
  • Joint marketing initiatives

5. Product Maturity and Demand Signals​

• Requests for evaluation kits or SDK activations: trending over time
• Inbound interest volume: e.g., +35% YoY increase in inbound enterprise queries
• Repeat interest: number of returning potential customers requesting re-engagement

6. Financial Pipeline Indicators (without revenue disclosure)​

• % growth in qualified pipeline value over past quarters
• Conversion ratios between pipeline stages (e.g., 30% of PoCs move to pilot stage)
• Customer acquisition cost (CAC) trends if trackable

7. Forward-Looking Statements (with caution)​

• Express the number of PoCs expected to conclude within the next quarter
• Outline projected growth in industry verticals without asserting certainty

---

Example Statement for Shareholders:​

“As of Q1 2025, we are actively engaged with 26 companies across four key verticals, including automotive, industrial automation, and defense. Six of these engagements are currently in proof-of-concept stage, three in pilot deployment, and two have entered commercial negotiation. Interest in our event-based AI platform continues to grow, with a 40% increase in SDK activations quarter-on-quarter and strong uptake across North America and Europe.”

 

[Xray1]

why does a share consolidation hurt shareholders. pie is still the same size.

Essentially, by consolidating what we currently hold, imo, will only give them further movement in the future to further dilute the share register / holdings.

 

[Getupthere]

PLEASEEEEEE .... PLEASEEEEE ..... PLEASEEEEEE ....stay away from raising any issues concerning the Company's Re-Domiciling to the USA during this AGM .... IMO, It's not an issue for this AGM ..... let's use our constructive time at this AGM to discuss the real issues of there being no new IP agreements and No meaningful revenues streams ............ leave the Re-Domicile issue until another time or until such time as we are all served with a formal Co ASX notice of the Co's intention to do so ........... once again, I think this is all a diversionary tactic by the Co to bypass the real issues at present and waste s/holders time at the AGM on unrelated side issues.
We all need the Co and BOD's as part of their Fiduciary Duty to give all of us Co S/Holders full and frank disclosure's ... so, please ask them all the questions that may concern you and that need answering by the Co hopfully in a meaningful way and not by way of a so called "Fluff" response.

You’re absolutely right. Shareholders should ask the tough questions at the AGM, not waste everyone’s time discussing going to the USA market. If the company is happy to just release an ASX announcement stating they’re looking to re-domicile to the US without providing any information, then it’s just a distraction and BS.

Don’t fall for it.

 

[7für7]

BTW Did someone received a mail from former CEO ?

 

[jrp173]

And don't forget, that if BrainChip were to re-domiciled to the USA, then imo we would also need to do a "Consolidation of Shares" at a figure of say 5:1 (ie: 5 old shares for 1 new one) which would also put S/holders way behind and at an disadvantage.

Xray1 - the consolidation could be much higher depending on share price. On todays 25c it equates to a 25:1 consolidation.

They would have to merge 25 shares to get a price of 6.25 which equals $4 usd.

25 shares x 0.25 aud = 6.25 aud - approx $4 usd. The price required to list on nasdaq!

This is all speculation of course as BRN have not told us the exchange they would like to list on. But it’s not good at today’s price.

 

[HopalongPetrovski]

PLEASEEEEEE .... PLEASEEEEE ..... PLEASEEEEEE ....stay away from raising any issues concerning the Company's Re-Domiciling to the USA during this AGM .... IMO, It's not an issue for this AGM ..... let's use our constructive time at this AGM to discuss the real issues of there being no new IP agreements and No meaningful revenues streams ............ leave the Re-Domicile issue until another time or until such time as we are all served with a formal Co ASX notice of the Co's intention to do so ........... once again, I think this is all a diversionary tactic by the Co to bypass the real issues at present and waste s/holders time at the AGM on unrelated side issues.
We all need the Co and BOD's as part of their Fiduciary Duty to give all of us Co S/Holders full and frank disclosure's ... so, please ask them all the questions that may concern you and that need answering by the Co hopfully in a meaningful way and not by way of a so called "Fluff" response.

I disagree with you on this Xray.
I really want the proposed redomicile discussed at the AGM.

This AGM is a rare forum where the board can get some actual feedback from a range of existing shareholders about the concerns many have.
It's also an opportunity for them to sell us on the idea.
This can best be done by an open exchange with the hopefully representative sample of shareholders present.
Otherwise it's just the board considering and acting within their bubble, perhaps just taking into account the views of a few sophs, institutions and assorted money men, who make their living picking up the crumbs from such transactions.

The fact we have been put on notice that a redomicile is their intention means we would be stupid not to provide them feedback from the current owners of the company.
Beyond an actual vote, this may be the last opportunity we have to make our views known on this matter.

 

[Guzzi62]

I disagree with you on this Xray.
I really want the proposed redomicile discussed at the AGM.

This AGM is a rare forum where the board can get some actual feedback from a range of existing shareholders about the concerns many have.
It's also an opportunity for them to sell us on the idea.
This can best be done by an open exchange with the hopefully representative sample of shareholders present.
Otherwise it's just the board considering and acting within their bubble, perhaps just taking into account the views of a few sophs, institutions and assorted money men, who make their living picking up the crumbs from such transactions.

The fact we have been put on notice that a redomicile is their intention means we would be stupid not to provide them feedback from the current owners of the company.
Beyond an actual vote, this may be the last opportunity we have to make our views known on this matter.

Yes, agreed, we need to know in detail about the redomicile plans.

Isn't there a meeting about it just before the AGM? EDIT: No, there isn't!

Pointless moving over before we are a healthy profitable company as already mentioned many times.

Unless they have a big partner lined up upon redomicile, injecting lots of cash for x amount of shares, aimed at a buy-out a few years down the road.

 

[Getupthere]

I disagree with you on this Xray.
I really want the proposed redomicile discussed at the AGM.

This AGM is a rare forum where the board can get some actual feedback from a range of existing shareholders about the concerns many have.
It's also an opportunity for them to sell us on the idea.
This can best be done by an open exchange with the hopefully representative sample of shareholders present.
Otherwise it's just the board considering and acting within their bubble, perhaps just taking into account the views of a few sophs, institutions and assorted money men, who make their living picking up the crumbs from such transactions.

The fact we have been put on notice that a redomicile is their intention means we would be stupid not to provide them feedback from the current owners of the company.
Beyond an actual vote, this may be the last opportunity we have to make our views known on this matter.

I have to disagree with the idea that this AGM is our last real opportunity to make our views known. Shareholders aren’t powerless or voiceless between AGMs. If you want to understand what the board is going to do over the next 12 months, just ask the hard questions about the last 12. Their track record is usually a solid indicator.

Let’s not pretend the timing of the redomicile announcement is accidental. It’s been in the works for months, and now right before the AGM and conveniently after a poor 12-month performance it finally gets released. That’s not transparency… that’s strategy.

This isn’t about open exchanges or selling us on the idea.
It’s about control and narrative management.
And I call BS.

 

[Bravo]

How about I conduct a quick survey so we can wrap this issue up ASAP!

Hands up anyone who wants us to redomicile when we have no licenses and no money?

Case closed!

Gosh, that's another $68,0000 I just saved the company!

 

[Pom down under]

Some one needs to fund the spread that management are hopefully putting on Tuesday

 

[Guzzi62]

I have to disagree with the idea that this AGM is our last real opportunity to make our views known. Shareholders aren’t powerless or voiceless between AGMs. If you want to understand what the board is going to do over the next 12 months, just ask the hard questions about the last 12. Their track record is usually a solid indicator.

Let’s not pretend the timing of the redomicile announcement is accidental. It’s been in the works for months, and now right before the AGM and conveniently after a poor 12-month performance it finally gets released. That’s not transparency… that’s strategy.

This isn’t about open exchanges or selling us on the idea.
It’s about control and narrative management.
And I call BS.

Nope, thumps down.

There will be time discussing status of IP deals or lack thereof, don't you worry about that!

 

[MDhere]

Thanks FJ,

Judging by what happened to edge AI chip startup Blaize after it listed on NASDAQ via a merger with the SPAC BurTech in January 2025, my vote on redomiciling would be an unequivocal "no".

That is, unless a number of key licenses were suddenly signed, large amounts of revenue started appearing out of nowhere, or a well-known cornerstone investor, like Arm, stepped in to back us. Otherwise, it would be a resounding "no" from me.

To put it into perspective, at the time of the merger, Blaize was valued at an implied enterprise value of approximately $894 million, with shares priced at $10.00 each. However, by April 2025, the share price had declined to around $2.51, representing a loss of nearly 75% from the initial listing price.

The anticipated benefits of going public did not materialize for Blaize as expected and consequently the shareholders who invested at the time of the listing have faced significant losses.

Given how we are tracking currently, pursuing a similar path would be nothing short of self-sabotage IMO.

I'm with you on this one Bravo but Blaize did rise to about $15 before crashing.
However with Brainchip well I "think" we are in a good position which is the "early in" position.

With some brains on the part of the board before we enter nasdaq we will be past the all time high of lousy $2.34 ( might be a few cents out).


That was the board has regained respect of all current shareholders again and the early in shareholders can then debate in their own minds what they want to do with that outcome prior to the jump into the nasdaq.

At that price $2.34 it will still be a split to get it to the $4 usa dollar mark but at least its a price that early in shareholders can stomach, in my view nothing less.

I'm optimistic that the board is well aware of the patience and turmoil of NDA bullshit (pardon the French) but now the board need to get a grip of what all this NDA AND price fluctuations because of Mercedes has done do many genuine holders who believe all the the board dishes out.


Ok my rant over but essentially in a nutshell im with u lol being in at least $2.34 to bring things back into a bit of when ground and perspective of promise.

 

[JoMo68]

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.

I’ve not yet had any response from Lou.

 

[Pom down under]

I’ve not yet had any response from Lou.

I did and it was very informative

 

[Bravo]

Ummm... ChatGPT reckons that regulatory scrutiny would actually be higher if BrainChip redomiciled to the U.S.!

It states:

“Regulatory Scrutiny: SEC filings are stricter; BrainChip may be forced to disclose more detailed financials and pipeline info, which could backfire if weak.”

But hang on a minute—wasn’t one of the key justifications for redomiciling the need to escape the burdens of ASX disclosure rules?

Something doesn’t quite add up. Either the company wants less scrutiny or it’s walking straight into more of it...

Question : BrainChip is considering redomiciling to the US. The share price is currently 25 cents and there has been very little traction in relation to the signing of new licences and the emergence of any decent revenue. Is it likely that BrainChip would confront a similar fate to Blaize with their disappointing experience listing on the NASDAQ?



Chat GPT's Answer: Given BrainChip's current circumstances—a low share price (25 cents), minimal revenue traction, and few new license agreements—a redomicile to the U.S. could indeed expose it to risks similar to those faced by Blaize, which suffered a 75% share price drop within months of its NASDAQ debut via SPAC.


Here’s a breakdown of how the two situations compare and why BrainChip might risk a similar fate if it proceeds without first strengthening fundamentals:

---

BrainChip vs Blaize – Risk Comparison​

Factor	BrainChip (Now)	Blaize (at NASDAQ Listing)
Share Price	$0.25 AUD (~$0.17 USD)	$10.00 USD at listing
Revenue	Minimal, with no clear breakout revenue reported	~$2M TTM, net loss >$70M
Licensing Traction	Sparse updates on commercial deals	Entered market with limited commercial success
Investor Confidence	Waning, due to lack of visibility and delivery	High at listing, quickly eroded
Valuation Expectations	Unclear, likely difficult to justify high valuation in U.S.	Valued at $894M, now down sharply
Market Conditions	Still cautious around deep tech unless backed by revenue	Similar post-SPAC fatigue and skepticism

---

Key Risks of Redomiciling Now​

• Dilution Risk: A U.S. listing could involve raising capital at low valuation, diluting existing shareholders.
• Visibility ≠ Value: Without revenue, a U.S. move would only shine a brighter light on BrainChip's lack of commercial traction.
• Regulatory Scrutiny: SEC filings are stricter; BrainChip may be forced to disclose more detailed financials and pipeline info, which could backfire if weak.
• Investor Sentiment: NASDAQ investors are unforgiving if results don’t materialize quickly. A poor debut could destroy confidence permanently.

---

When Redomiciling Could Make Sense​

• Signing multiple commercial licenses with global players.
• Demonstrating repeatable revenue and clear growth trajectory.
• Securing a credible cornerstone U.S. investor (e.g., Arm, Qualcomm).
• Showing robust customer pipeline metrics and use-case adoption.

---

Conclusion​

Unless BrainChip significantly strengthens its commercial foundation—first—then redomiciling to the U.S. risks repeating Blaize’s trajectory: high expectations, low delivery, and a rapid erosion of shareholder value.