NORTHERN REVIVAL ACQUISITION CORPORATION Item 1.01 Entry into a Material Definitive Agreement
On
Simultaneously with the execution of the Business Combination Agreement, NRAC and Braiin entered into separate support agreements with the Braiin Supporting Shareholders and the Sponsor pursuant to which the Braiin Supporting Shareholders and the Sponsor have agreed to vote their Braiin shares and NRAC shares, respectively, in favor of the Business Combination and against any competing acquisition proposal, and not to solicit any competing acquisition proposal. In addition, the Sponsor has agreed to surrender 1,500,000 NRAC founder shares immediately prior to the closing of the Business Combination (the "Closing") and to waive redemption rights with respect to its NRAC shares in connection with the Business Combination, and (ii) the right to have any working capital loans extended to NRAC converted into warrants.
In connection with the Business Combination, on
Business Combination Agreement
Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Merger Consideration Initial Consideration
The total consideration to be paid at Closing by NRAC to Braiin security holders
(the "Exchange Shares") will be payable in Class A Ordinary Shares valued at
Treatment of
Convertible Securities .
Each convertible note and simple agreement for future equity of Braiin, and approximately 2,057,000 Braiin Shares issuable as consideration for Braiin's purchase of PowerTec (which will not exceed 9.9% of New Braiin shares), will convert prior to the Effective Time into Braiin Shares in accordance with the agreements governing such securities, and all such holders will grant a full release to New Braiin of all claims in connection with the underlying agreements and will be entitled to their pro rata share of the Exchange Shares.
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NRAC Warrants
At the Closing,, New Braiin will pay the Sponsor
Post-Closing Board of Directors
Immediately following the Closing, New Braiin's board of directors will consist of five members designated by Braiin, a majority of whom shall be independent directors for purposes of Nasdaq listing rules.
Registration Statement and Stockholder Approval
NRAC and Braiin will prepare, and NRAC will file with the
Item 3.02 Unregistered Sales of
The disclosure set forth above in the second, third and fourth paragraphs of Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The NRAC Class A Ordinary Shares that may be issued in connection with the Forward Purchase Agreement have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01 (including Exhibits 99.1and 99.2) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Investor Presentation
Furnished as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the investor presentation that NRAC and Braiin will use in connection with the Business Combination and related matters.
Press Release
On
Important Information for Investors and Stockholders
In connection with the Proposed Business Combination, NRAC intends to file a
registration statement on Form F-4 with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
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Forward Looking Statements
Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements within the meaning of "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "shall," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of the closing of the Share Exchange, achievement of the conditions necessary for the closing of the Business Combination, other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of the respective management teams of NRAC and Braiin and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of NRAC and Braiin. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.
These forward-looking statements are subject to a number of risks and
uncertainties, including, among others, the inability of the parties to
successfully or timely consummate the Business Combination, including the risk
that any required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect NRAC or the
expected benefits of the Business Combination, if not obtained; the failure to
realize the anticipated benefits of the Business Combination; matters discovered
by the parties as they complete their respective due diligence investigation of
the other parties; the ability of NRAC prior to the Business Combination, and
New Braiin following the Business Combination, to maintain the listing of New
Braiin's shares on Nasdaq; costs related to the Business Combination; the
failure to satisfy the conditions to the consummation of the Business
Combination, including the approval of the Business Combination Agreement by the
shareholders of NRAC, the ability of NRAC and Braiin to attract Transaction
Financing, the satisfaction of the minimum cash requirements of the Business
Combination Agreement following any redemptions by NRAC's public shareholders;
the risk that the Business Combination may not be completed by the stated
deadline and the potential failure to obtain an extension of the stated
deadline; the outcome of any legal proceedings that may be instituted against
NRAC or Braiin related to the Merger, the ability of Braiin to complete its
planned acquisition of PowerTec, the attraction and retention of qualified
directors, officers, employees and key personnel of NRAC and Braiin prior to the
Merger and New Braiin following the Merger; the ability of New Braiin to compete
effectively in a highly competitive market; the ability to protect and enhance
New Braiin's corporate reputation and brand; the impact from future regulatory,
judicial, and legislative changes in New Braiin's industry; and, the uncertain
effects of the COVID-19 pandemic; future financial performance of New Braiin
following the Business Combination; the ability of Braiin and New Braiin to
forecast and maintain an adequate rate of revenue growth and appropriately plan
its expenses; the ability of New Braiin to generate sufficient revenue from each
of its revenue streams; the ability of New Braiin to protect its intellectual
property from competitors; New Braiin's ability to execute its business plans
and strategy; and those factors set forth in documents of NRAC filed, or to be
filed, with the
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither NRAC nor Braiin presently know, or that NRAC and Braiin currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect NRAC's and Braiin's current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the attachments hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the attachments hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of NRAC and Braiin described above. NRAC and Braiin anticipate that subsequent events and developments will cause their assessments to change. However, while NRAC and Braiin may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing NRAC's or Braiin's assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Participants in the Solicitation
NRAC and its directors and executive officers may be deemed participants in the
solicitation of proxies from NRAC's shareholders with respect to the proposed
Business Combination. A list of the names of those directors and executive
officers and a description of their interests in NRAC is contained in NRAC's
Annual Report on Form 10-K, which was filed with the
Braiin and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of NRAC in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the proposed Business Combination when available.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction 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 or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1* Business Combination Agreement, dated as ofMarch 20, 2023 , by and amongNorthern Revival Acquisition Corporation ,Braiin Limited ,Northern Revival Sponsor LLC , and certain shareholders of Braiin 10.1 Sponsor Support Agreement, dated as ofMarch 20, 2023 , by and amongBraiin Limited ,Northern Revival Sponsor LLC andNorthern Revival Acquisition Corporation (Incorporated by reference to Exhibit A to the Business Combination Agreement filed as Exhibit 2.1 hereto) 10.2 Company Shareholder Support Agreement, dated as ofMarch 20, 2023 , by and amongNorthern Revival Acquisition Corporation ,Braiin Limited and certain shareholders of Braiin (Incorporated by reference to Exhibit B to the Business Combination Agreement filed as Exhibit 2.1 hereto) 10.3 Form of Company Shareholder Lock-Up Agreement (Incorporated by reference to Exhibit D to the Business Combination Agreement filed as Exhibit 2.1 hereto) 10.4 Form of Amended and Restated Registration Rights Agreement (Incorporated by reference to Exhibit C to the Business Combination Agreement filed as Exhibit 2.1 hereto) 10.5 Confirmation of OTC Equity Prepaid Forward Transaction from (i)Meteora Special Opportunity Fund I, LP , (ii)Meteora Capital Partners, LP and (iii)Meteora Select Trading Opportunities Master, LP toNorthern Revival Acquisition Corporation andBraiin Limited 99.1** Investor Presentation datedMarch 21, 2023 99.2** Press release issued by Northern Revival and Braiin datedMarch 21, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to furnish copies of any of
the omitted schedules and exhibits upon request by the
Exchange Commission . ** Furnished but not filed. 8
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