Braiin Ltd美股招股说明书(2026-02-02版)

UP TO68,696,076 ORDINARY SHARES OF BRAIIN LIMITED This prospectus relates to the registration of the resale of up to 68,696,076 ordinary shares (the “ordinary shares”) by our shareholders identified in this prospectus (the “RegisteredShareholders”). Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten on a firm-commitment basis by any investment bank. TheRegistered Shareholders may, or may not, elect to sell their ordinary shares covered by this prospectus, as and to the extent they may determine. If the Registered Shareholders utilizea broker-dealer in the sale of the ordinary shares being offered by this prospectus on the Nasdaq Global Market (the “Primary Exchange”), such broker-dealer may receivecommissions in the form of discounts, concessions, or commissions which may be in excess of those customary in the types of transactions involved. See “Plan of Distribution.” If theRegistered Shareholders choose to sell their ordinary shares, we will not receive any proceeds from the sale of ordinary shares by the Registered Shareholders. No public market for our ordinary shares currently exists, and our ordinary shares have a limited history of trading in private transactions. Recent purchase prices of our ordinaryshares in private transactions may have little or no relation to the opening public price of our ordinary shares on the Primary Exchange or the subsequent trading price of our ordinaryshares on the Primary Exchange. We have sold ordinary shares in private transactions for a price of $40.68 per share. See “Sale Price History of Our Capital Stock” below. Further, thelisting of our ordinary shares on the Primary Exchange, without a firm-commitment underwritten offering, is a novel method for commencing public trading in ordinary shares, andconsequently, the trading volume and price of ordinary shares may be more volatile than if ordinary shares were initially listed in connection with an initial public offeringunderwritten on a firm-commitment basis. On the day that our ordinary shares are initially listed on the Primary Exchange, the Primary Exchange will begin accepting, but not executing, pre-opening buy and sell orders andwill begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated eachsecond and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by the Primary Exchange on itsNOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Maxim Group LLC (the “Advisor” or “Maxim”), in its capacity asour financial advisor, must notify the Primary Exchange that our shares are “ready to trade.” Once the Advisor has notified the Primary Exchange that our ordinary shares are ready totrade, the Primary Exchange will confirm the Current Reference Price for our ordinary shares, in accordance with the Primary Exchange rules. If the Advisor then approvesproceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our ordinary shares on the PrimaryExchange will commence, subject to the Primary Exchange conducting validation checks in accordance with the Primary Exchange rules. Under the Primary Exchange rules, the“Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximumnumber of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remainunmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which ourordinary shares will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by the Primary Exchange in consultationwith the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent thatit can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. The RegisteredShareholders will not be involved in the Primary Exchange’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control or influence theAdvisor in carrying out its role as a financial adviser. The Advisor will determine when our ordinary shares are ready to trade and approve proceeding at the Current Reference Priceprimarily based on considerations of volume, timing and price. In particular, the Advisor will deter