BrainChip Will Not Reach Its Full Potential Without U.S. Redomicile

The current Australian listing structure, combined with its unsponsored ADR (American Depositary Receipt) setup on OTC markets (BRCHF/BCHPY), imposes a critical limitation: U.S. investors holding BrainChip ADRs have no voting rights. This lack of governance participation is a dealbreaker for serious capital.

Institutional Capital Demands Voting Rights

Major U.S. institutional investors, hedge funds, and family offices have a fiduciary duty to protect the interests of their stakeholders. That includes not just investing in high-potential technology, but also having a say in how that company is governed. Without voting rights, these investors are essentially blind passengers on a moving train, unable to influence:
- Executive compensation
- Board composition
- Strategic direction
- Critical decisions like acquisitions, redomicile, or dilution events

This is a non-starter for U.S. institutions.

Empirical Evidence: Voting Rights Influence Institutional Ownership

A 2020 CFA Institute study titled 'The Importance of Voting Rights to Institutional Investors' found that:

- 88% of U.S. institutional investors consider voting rights a 'critical factor' in equity selection.
- 81% actively avoid companies where they cannot exercise voting influence.

Similarly, BlackRock, Vanguard, and State Street—all dominant global players—have formal policies prioritizing shareholder engagement and rejecting governance structures that disenfranchise investors.

Current Structure Limits BrainChip's Access to U.S. Capital

BrainChip’s ADRs are Level 1, unsponsored, and trade on the OTCQX market—a tier with limited liquidity, no SEC registration, and no voting rights. These securities are often seen as speculative, ungovernable holdings by U.S. funds. As a result, BrainChip remains off-limits to a vast pool of institutional capital, including ETFs, retirement funds, mutual funds, and sovereign wealth entities that require voting rights and NASDAQ/NYSE-level disclosure standards.

Redomiciling Fixes All of This

If BrainChip completes its redomicile to the United States:
- ADR holders will receive fully voting U.S.-listed shares, likely on the NASDAQ or TXSE.
- Institutional investors will be able to take positions, engage management, and vote on critical matters.

- The company becomes eligible for inclusion in U.S. indices, ETFs, and institutional portfolios.
- Valuation multiples and liquidity would likely increase, aligning with U.S. tech comparables.

BrainChip deserves global exposure and investor confidence. But as long as U.S. investors can’t vote, they won’t deploy serious capital. The market knows this, and it’s reflected in the stock price. Redomicile is not just a formality—it’s the unlock code for BrainChip’s future. Without it, the company remains undervalued, under-owned, and strategically limited. With it, BrainChip opens the gates to U.S. institutional backing, higher valuations, and the governance standards global capital requires.

Read my prior post about redomiciling above - the "SEVEN REASONS" post. Add those reasons to the above and use your intelligence, not your emotions. THIS IS BUSINESS>