Northern Revival Acquisition Corporation (“NRAC”), a publicly traded special purpose acquisition company, and Braiin Limited, an Australian technology company, filed a registration statement on Form F-4 (the “Registration Statement”), which contains a preliminary proxy statement/prospectus, with the U.S. Securities and Exchange Commission (“SEC”) in connection with their proposed business combination. The Registration Statement was filed by Braiin Holdings Ltd. (“Braiin Holdings”), a newly formed entity that will serve as the combined publicly-traded entity following the closing of the proposed business combination.

On January 2, 2024, NRAC and Braiin filed the Registration Statement. On October 1, 2023, Braiin, NRAC, Braiin Holdings, and other parties to the business combination agreement that was signed in March 2023 entered into an Amended and Restated Business Combination Agreement, which, among other things, increased the combined company proforma enterprise value to approximately $572 million, primarily based on acquisition agreements entered into between Braiin and Vega Global Technologies, a company with agreements to acquire Exato Technologies Pvt Ltd (“Exato”), Nisus Australia Pty Ltd and Nisus Payroll Pty Ltd (together, “Nisus”). The agreements with Exato and Nisus are contingent upon the closing of the business combination.

The business combination between Braiin and NRAC is expected to be completed in the first quarter of 2024, according to a statement.

“This entry into the public markets will allow us access to a much larger pool of capital. This, in turn, will enable us to execute on our existing long-term contracts, foster organic growth, and facilitate our expansion through mergers and acquisitions. We consistently seek synergistic acquisitions that align with our corporate culture. Over the past 9 months, we've executed an acquisition agreement with Vega Global Technologies and elevated our combined enterprise value to approximately $572 million. Vega has agreements to acquire, a company strategically focused on advancing the Customer Experience (CX) in conjunction with Conversational AI, and Nisus, a customer-centric company specializing in ICT consulting and personnel services. As a high-growth, EBITDA-positive tech company, we believe going public will enhance the visibility and adoption of our products and service,” Braiin Chief Executive Officer Natraj Balasubramanian said.

While the Registration Statement, which can be found here, has not yet become effective, and the information contained therein is subject to change, it provides important information about Braiin’s business and operations, the proposed business combination with NRAC and the proposals to be considered by NRAC’s shareholders.

Winston & Strawn LLP is serving as legal counsel to Braiin. Loeb & Loeb LLP is serving as legal counsel to NRAC.

About Braiin

Braiin’s expertise spans artificial intelligence and machine learning (“AI/ML”), robotics, internet of things (“IoT”), and mission-critical enterprise software and hardware applications. Braiin has robust portfolio of proprietary technology with current applications and developing capabilities in various sectors, including agriculture, agricultural-finance, agricultural-insurance, telecommunications, financial services, digital lending, insurance brokering, customer experience in the service industry and more. Braiin is actively expanding its market reach from business enterprises and government to end-consumers. Braiin also plans to diversify from its current focus on western developed markets to tap into large opportunities across high-potential emerging markets, more particularly in Southeast Asia, namely India, Singapore and Sri Lanka. Braiin is led by its Founder and Chief Executive Officer Natraj Balasubramanian.

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About NRAC

NRAC is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase, or similar business combination. While NRAC may pursue an acquisition opportunity in any industry or sector, it focused its search in the software and tech-enabled services space. The team is composed of seasoned executives with a unique combination of experiences in wholesale and retail, logistics, distribution, technology development and transformation, investing, banking, and capital markets. NRAC is led by its Chief Executive Officer and Chairman, Aemish Shah, and its Chief Financial Officer and director, Manpreet Singh.

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Related ticker: Nasdaq: NRAC (Northern Revival Acquisition Corp)

Additional Information and Where to Find It

In connection with the proposed business combination, NRAC and Braiin have filed the Registration Statement with the SEC, which includes a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to NRAC’s shareholders as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain copies of the Proxy Statement/Prospectus, without charge, at the SEC’s website at or by directing a request to: Northern Revival Acquisition Corporation, 4001 Kennett Pike, Suite 302, Wilmington, Delaware, 19807.

This communication may be deemed to be offering or solicitation material in respect of the proposed transaction, which will be submitted to the shareholders of NRAC for their consideration. NRAC urges investors, shareholders and other interested persons to carefully read, when available, the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed with the SEC (including any amendments or supplements to the Proxy Statement/Prospectus, as applicable), in each case, before making any investment or voting decision with respect to the proposed transaction, because these documents will contain important information about NRAC, Braiin and the proposed transaction.

Participants in the Solicitation

NRAC and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction described herein under the rules of the SEC. Information about the directors and executive officers of NRAC and a description of their interests in NRAC and the proposed transaction are set forth in NRAC’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on May 1, 2023 (the “Annual Report”) and the Proxy Statement/Prospectus. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward-Looking Statements

Certain statements made in this release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NRAC’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of NRAC to complete an initial business combination with Braiin within the time provided in NRAC’s amended and restated memorandum and articles of association; performance of Braiin’s business; the risk that the approval of the shareholders of NRAC for the proposed transaction is not obtained; failure to realize the anticipated benefits of the proposed transaction, including as a result of a delay in consummating the proposed transaction; the amount of redemption requests made by NRAC’s shareholders and the amount of funds remaining in NRAC’s trust account after satisfaction of such requests; NRAC’s and Braiin’s ability to satisfy the conditions to closing the proposed transaction; and those factors discussed in the Annual Report under the heading “Risk Factors,” and other documents of NRAC filed, or to be filed, with the SEC. NRAC does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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