Item 1.01 Entry into a Material Definitive Agreement
On March 20, 2023, Northern
Revival Acquisition Corporation, a Cayman Islands exempted company (“NRAC” or the “Company”), entered
into a Business Combination Agreement (the “Business Combination Agreement”) by and among NRAC, Northern Revival Sponsor
LLC (the Company’s sponsor, “Sponsor”), Braiin Limited, an Australian public company limited by shares (“Braiin”),
and certain Braiin shareholders (the “Braiin Supporting Shareholders”) who collectively own 100% of the outstanding
ordinary shares of Braiin (the “Braiin Shares”). Pursuant to the terms of the Business Combination Agreement, a business
combination between NRAC and Braiin (the “Business Combination”) will be effected as a share exchange in which Braiin
shareholders exchange 100% of their Braiin Shares for a pro rata portion of Class A Ordinary Shares, par value $0.0001 per share, of NRAC
(the “Class A Ordinary Shares”) with an aggregate value of $190 million (the “Share Exchange”).
The number of shares to be issued will be based upon a per share value of $10.00. The aggregate value is subject to adjustment up or down
based upon certain indebtedness and cash on hand of Braiin as set forth in its audited financial statements. Prior to the consummation
of the Business Combination, Braiin will acquire PowerTec Holdings Ltd., an Australian distributor that supplies connectivity solutions
to individuals and businesses around the world. (“PowerTec”). Following the Share Exchange, Braiin will continue as
a subsidiary of the Company, and the Companywill change its name to “Braiin Holdings.” We refer to NRAC after giving effect
to the Business Combination, as “New Braiin.”
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 March 16, 2023, NRAC and Braiin entered into an OTC Equity Prepaid Forward Transaction agreement (the “Forward
Purchase Agreement”) with certain funds managed by Meteora Capital, LLC, an investor in the Sponsor (the “Meteora Funds”).
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 $190 million, minus (ii) the indebtedness (excluding Indebtedness under any Company Convertible Security that will be
converted into Company Shares prior to or at the Closing) of the Company as of the date hereof, plus (iii) cash and cash equivalents
of the Company and its Subsidiaries as of the date of the Business Combination Agreement. Such amounts shall be initially calculated based
upon the consolidated financial statements prepared by management but shall be adjusted on a dollar for dollar basis by the amount that
the Audited Financial Statements differ from such amounts. (the “Equity Value”). For purposes of determining the number
of Exchange Shares to be issued, the Class A Ordinary Shares will be valued at $10.00 per share.
Treatment of Braiin Convertible Securities
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.
NRAC Warrants
At the Closing,, New Braiin
will pay the Sponsor $2.5 million to purchase all outstanding NRAC warrants (the “Private Placement Warrants”), originally
purchased by the Sponsor for approximately $6.8 million simultaneously with the closing of NRAC’s initial public offering (“IPO”).
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 Securities and Exchange Commission (the “SEC”), a Registration Statement on Form F-4 and
proxy statement (the “Registration Statement”) for the purpose of soliciting proxies from holders of NRAC Class A Ordinary
Shares sufficient to obtain shareholder approval for the Business Combination Agreement, the Share Exchange and the other transactions
contemplated by the Business Combination Agreement at a general meeting of NRAC shareholders, which will be called and held for such purpose
(the “Shareholder Meeting”). The Business Combination requires approval by a special resolution under Cayman Islands
law, being the affirmative vote of the holders of at least two-thirds of the NRAC ordinary shares who, being present in person (including
virtually) or represented by proxy and entitled to vote at the Shareholder Meeting, vote at the Shareholder Meeting.
Representations, Warranties and Covenants
The Business Combination Agreement
contains customary representations, warranties and covenants with respect to, among other things, operation of their respective businesses
prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Business
Combination Agreement also contains additional covenants of the parties, including, among others, with respect to provision of information,
cooperation in the preparation of the Registration Statement and to identify additional sources of third-party financing sources in the
form of debt or equity investments (“Transaction Financing”).
NRAC Incentive Plan
NRAC has agreed to adopt an
incentive plan (the “Equity Incentive Plan”) to be developed in consultation with Braiin and third-party advisors with
market-based metrics and customary terms for incentive plans of similarly situated public companies.
Non-Solicitation Restrictions
Each of NRAC, Braiin and the
Braiin Supporting Shareholders has agreed to not to directly or indirectly take any action to solicit, initiate continue, or encourage
a Business Combination Proposal (as such term is defined in the Business Combination Agreement).
Conditions to Closing
The consummation of the Business
Combination is conditioned upon, among other things, (i) the absence of any governmental or court order, determination or injunction enjoining
or prohibiting the Business Combination and related transactions, (ii) effectiveness of the Registration Statement and completion of the
Shareholder Meeting, including any associated redemptions by NRAC shareholders, (iii) NRAC having at least $5,000,001 of net tangible
assets (determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after all redemptions, (iv) approval of the Business Combination
and related transactions at the Shareholder Meeting, (v) the Share Consideration being approved for listing on Nasdaq, and (vi) all necessary
regulatory approvals being obtained.
Solely with respect to NRAC’s
obligations, the consummation of the Business Combination and related transactions is conditioned upon, among other things, (i) Braiin’s
representations and warranties being true and correct in all material respects (except where failure, individually and in the aggregate,
would not have a Material Adverse Effect (as defined in the Business Combination Agreement)), (ii) Braiin having complied with all of
its covenants in all material respects, (iii) Braiin and certain Braiin Shareholders having executed and delivered the Company Shareholder
Lock-Up Agreements (as defined below), (iv) Braiin having acquired PowerTec and transferred all intellectual property and other assets
used in its business within its corporate structure, (v) all Braiin shareholders having agreed to exchange their Braiin shares for New
Braiin shares in the Share Exchange, and (vi) no Material Adverse Effect (as defined in the Business Combination Agreement) having occurred
to Braiin or its subsidiaries.
Solely with respect to Braiin’s
obligations, the consummation of the Business Combination and related transactions is conditioned upon, among other things, (i) NRAC’s
representations and warranties being true and correct in all material respects (except where failure, individually and in the aggregate,
would not have a Material Adverse Effect), (ii) NRAC having complied with all of its covenants in all material respects, (iii) NRAC and
the Sponsor having executed and delivered the Company Shareholder Lock-Up Agreements, and (iv) NRAC having, immediately after the closing
of the Business Combination, at least $15 million available from the trust account established in connection with NRAC’s IPO (the
“Trust Account”) and any Transaction Financing, but after paying expenses of NRAC and Braiin and any redemption payments
due to shareholders who elect to redeem their NRAC Class A Ordinary Shares.
Termination
The Business Combination Agreement
may be terminated at any time by mutual consent or: (i) by either party if: (A) NRAC’s shareholders do not approve the Business
Combination Agreement at the Shareholder Meeting, or (B) the Business Combination is permanently enjoined by a final, non-appealable governmental
order or law, (ii) by NRAC if: (A) there is any breach that would prevent Braiin from satisfying NRAC’s closing conditions that
Braiin cannot cure within thirty days, (B) if the closing has not occurred by September 4, 2023, (iii) by Braiin if: (A) there is any
breach that would prevent NRAC from satisfying Braiin’s closing conditions that NRAC cannot cure within thirty days, or (B) if NRAC
gives notice of a breach and the closing does not occur by the end of the cure period.
The Business Combination Agreement
and the other agreements described below have been included to provide investors with information regarding their respective terms. They
are not intended to provide any other factual information about NRAC, Braiin or the other parties thereto. In particular, the assertions
embodied in the representations and warranties in the Business Combination Agreement were made as of a specified date, are modified or
qualified by information in one or more disclosure schedules prepared in connection with the execution and delivery of the Business Combination
Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may
have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business
Combination Agreement are not necessarily characterizations of the actual state of facts about NRAC, Braiin or the other parties thereto
at the time they were made or otherwise and should only be read in conjunction with the other information that NRAC makes publicly available
in reports, statements and other documents filed with the SEC. NRAC and Braiin investors and securityholders are not third-party beneficiaries
under the Business Combination Agreement.
Certain Related Agreements
Sponsor Support Agreement
and Share Surrender
Simultaneously with the execution
of the Business Combination Agreement, NRAC and Braiin entered into a support agreement with the Sponsor (the “Sponsor Support
Agreement”) pursuant to which the Sponsor has agreed to vote its NRAC ordinary shares and its Private Placement Warrants 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 Class B Ordinary Shares immediately prior to the Effective Time and to
waive: (i) 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.
Company Shareholder Lock-Up
Agreements
Simultaneously with the execution
of the Business Combination Agreement, NRAC and Braiin entered into a support agreement with the Braiin Supporting Shareholders (the “Company
Shareholder Support Agreement”) pursuant to which the Braiin Supporting Shareholders have agreed to vote their Braiin shares
in favor of the Business Combination and against any competing acquisition proposal, and not to solicit any competing acquisition proposal.
Company Shareholder Lock-Up Agreement
At the Closing, NRAC, Braiin and certain Braiin
shareholders will enter into a series of Lock-Up Agreements (the “Company Shareholder Lock-Up Agreements”) pursuant
to which the shareholders will agree not to sell or transfer any New Braiin shares or securities exercisable for or convertible into New
Braiin shares (the “Lock-Up Shares”) for a period extending from the closing until the earlier of (i) six months after
the closing, (ii) the time, 150 days or more after the closing, that the last sale price of New Braiin is at least $12.00 for any 20 trading
days within a 30-trading-day period, and (iii) the liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of New Braiin’s shareholders have the right to exchange their New Braiin shares for cash, securities or other property
(the “Lock-Up”).
Amended and Restated Registration Rights Agreement
At the Closing, NRAC, Braiin,
the Sponsor and certain Braiin shareholders will enter into an Amended and Restated Registration Rights Agreement (the “Amended
and Restated Registration Rights Agreement”) with respect to the resale of shares of New Braiin held, or acquired before or
pursuant to the Share Exchange by the Sponsor and such shareholders (“Holders”). The Amended and Restated Registration
Rights Agreement amends and restates the registration rights agreement dated February 1, 2021 entered into in connection with the NRAC
IPO. Subject to the Lock-Up, New Braiin will file a registration statement to register the public resale of the Holders’ shares
as soon as reasonably practicable, but in any event within 30 calendar days following the consummation of the Business Combination. In
addition, subject to certain requirements and customary conditions, including with regard to when requests may be made, the Holders may
request to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is
reasonably expected to exceed, in the aggregate, $10 million or includes all of the remaining shares held by the requesting Holder. In
addition, Holders will have certain “demand” and “piggy-back” registration rights that require New Braiin to separately
register the resale of their shares or to include such securities in registration statements that New Braiin otherwise files, respectively,
subject to certain requirements and customary conditions. The Amended and Restated Registration Rights Agreement does not contain liquidated
damages provisions or other cash settlement provisions resulting from delays in registering New Braiin’s securities. New Braiin
will bear the expenses incurred in connection with the filing of any such registration statements.
Forward Purchase Agreement
In connection with the Business Combination NRAC,
Braiin and (i) Meteora Special Opportunity Fund I, LP, (ii) Meteora Capital Partners, LP and (iii) Meteora Select Trading Opportunities
Master, LP (collectively, “Meteora”) entered into a Forward Purchase Agreement (the “Forward Purchase
Agreement”). Entities and funds managed by Meteora own equity interests in the Sponsor.
The Forward Purchase Agreement was entered into
on March 16, 2023, prior to the signing and announcement of the Business Combination Agreement. Pursuant to the Forward Purchase Agreement,
Meteora has agreed to make purchases of Class A Ordinary Shares of NRAC: (a) in open-market purchases through a broker after the date
of NRAC’s redemption deadline in connection with the vote of NRAC shareholders to approve the Business Combination from holders
of Class A Ordinary Shares of NRAC, including those who elect to redeem Class A Ordinary Shares and subsequently revoked their prior elections
to redeem (the “Recycled Shares”) and (b) directly from NRAC, newly-issued Class A Ordinary Shares of NRAC (the “Additional
Shares” and, together with the Recycled Shares, the “Subject Shares”). The aggregate total Subject
Shares will be up to 2,900,000 (but not more than 9.9% of NRAC’s Class A Ordinary Shares outstanding on a post-transaction basis)
(the “Maximum Number of Shares”). Meteora has agreed to waive any redemption rights with respect to any Subject Shares
in connection with the Business Combination.
The Forward Purchase Agreement provides that no
later than the earlier of (a) one business day after the closing of the Business Combination and (b) the date any assets from NRAC’s
trust account are disbursed in connection with the Business Combination, the Combined Company will pay to Meteora, out of funds held in
its Trust Account, an amount (the “Prepayment Amount”) equal to (x) the per-share redemption price (the “Initial
Price”) multiplied by (y) the number of Recycled Shares on the date of such prepayment less the Prepayment Shortfall. The
Prepayment Shortfall is equal to the lesser of (i) ten percent of the product of (x) the Number of NRAC Class A Ordinary Shares multiplied
by (y) the Initial Price and (ii) $3,000,000.
Meteora may, at its discretion and at any time
following the closing of the Business Combination, provide an Optional Early Termination notice (“OET Notice”) and pay to
the Combined Company the product of the “Reset Price” and the number of NRAC’s Class A Ordinary Shares listed on the
OET Notice. The Reset Price shall initially equal the Initial Price but shall be adjusted on the first scheduled trading date of each
two-week period commencing on the first week following the 30th day after the closing of the Business Combination to the lowest of (i)
the current Reset Price, (ii) the Initial Price and (iii) the volume weighted average price (“VWAP”) of NRAC’s
Class A Ordinary Shares of the prior two week period.
The Forward Purchase Agreement matures on
the earlier to occur of (a) three years after the closing of the Business Combination, (b) the date specified by Meteora in a written
notice delivered at Meteora’s discretion if (i) the VWAP of NRAC’s Class A Ordinary Shares during 10 out of 30 consecutive
trading days is at or below $5.00 per Share, or (ii) the Shares are delisted from a national securities exchange. At maturity, Meteora
will be entitled to receive maturity consideration in cash or shares. The maturity consideration will equal the product of (1) (a) the
Number of NRAC Class A Ordinary Shares less (b) the number of Terminated Shares, multiplied by (2) $1.50 in the event of cash or, in the
event of NRAC Class A Ordinary Shares Shares, $2.00; and $2.50, solely in the event of a registration failure.
The Forward Purchase Agreement has been structured,
and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations
applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.
The Forward Purchase Agreement may be terminated
by any of the parties thereto if the Business Combination Agreement is terminated pursuant to its terms prior to the closing of the Business
Combination.
NRAC has agreed to indemnify and hold harmless
Meteora, its affiliates, assignees and other parties described therein (the “Indemnified Parties”) from and against
all losses, claims, damages and liabilities under the Forward Purchase Agreement (excluding liabilities relating to the manner in which
Meteora sells any shares it owns) and reimburse the Indemnified Parties for their reasonable expenses incurred in connection with such
liabilities, subject to certain exceptions described therein, and has agreed to contribute to any amounts required to be paid by any Indemnified
Parties if such indemnification is unavailable or insufficient to hold such party harmless.
Joseph Tonnos, a Principal and Associate Portfolio
Manager at Meteora Capital, LLC, an investor in the Sponsor, served on the NRAC board of directors from February 9, 2023 until his resignation
on March 15, 2023. Mr. Tonnos promptly disclosed this conflict of interest to the board of directors of NRAC and refrained from participating
in any discussions or any vote regarding the Forward Purchase Agreement or the transactions contemplated therein. Mr. Tonnos resigned
from the NRAC board of directors prior to any approval of the Forward Purchase Agreement.