NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS
Northern Revival Acquisition Corporation (the
“Company,” or “NRAC”) is a blank check company incorporated as a Cayman Islands exempted company on November 4,
2020 with the name “Noble Rock Acquisition Corporation.” The Company changed its name on March 16, 2023 to Northern Revival
Acquisition Corporation. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business
Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is
subject to all of the risks associated with early stage and emerging growth companies.
As of March 31, 2023, the Company had not yet
commenced operations. All activity through March 31, 2023 relates to the Company’s formation and the initial public offering (the
“Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business
Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the
earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of
its Initial Public Offering.
The Company’s sponsor is Northern Revival
Sponsor LLC, a Cayman Island limited liability company which changed its name from Noble Rock Sponsor LLC (the “Sponsor”).
The registration statement for the Company’s Initial Public Offering was declared effective on February 1, 2021. On February 4,
2021, the Company consummated its Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class
A ordinary shares included in the Units being offered, the “Public Shares”), which included 3,150,000 additional Units to
cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring
offering costs of approximately $14.4 million, net of reimbursement from the underwriter. Of these offering costs, approximately $9.1
million and approximately $320,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 6).
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of 4,553,334 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant
with the Sponsor, generating gross proceeds of approximately $6.8 million (Note 4).
Upon the closing of the Initial Public Offering
and the Private Placement, $241.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds
of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company
acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S. government treasury obligations,
as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s
initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of
the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted,
and excluding the amount of any deferred underwriting fees and taxes payable on the income earned on the Trust Account) at the time the
Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business
Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will provide its holders of the Public
Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for
a pro rata portion of the amount then in the Trust Account (initially at $10.00 per share, plus any pro rata interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed
to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay
to the underwriters (as discussed in Note 6). These Public Shares are recorded at a redemption value and classified as temporary equity
upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity,” (“ASC 480). In such case, the Company will proceed with a Business Combination
if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares
voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to
hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles
of association adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum
and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder
approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons,
the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder
Shares (as defined in Note 5) prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder
Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the
Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with
the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial
Business Combination without the prior consent of the Sponsor.
Notwithstanding the foregoing, the Company’s
Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the
Company.
The Company’s Sponsor, executive officers
and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that
would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection
with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the
Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.
Shareholder Meeting, Extension, Redemptions
and Trust Deposits
On January 27, 2023, the Company held an extraordinary
general meeting of its shareholders (the “Meeting”) to amend its Amended and Restated Memorandum and Articles of Association
(the “Extension Amendment”) to extend the date by which the Company has to consummate an initial Business Combination from
February 4, 2023 to September 4, 2023 or such earlier date as determined by the board. At the Meeting, the Company’s shareholders
approved a special resolution for the Extension Proposal, (as described above). The Extension Proposal is described in detail in the Company’s
definitive proxy statement filed with the SEC and dated January 6, 2023 and was approved at the Meeting. In connection with its solicitation
of proxies in connection with the Extension Proposal, the Company was required to permit its public shareholders to redeem its ordinary
shares. Of the 24,150,000 Class A ordinary shares outstanding with redemption rights, the holders of 21,240,830 Class A ordinary shares
elected to redeem their shares at a per share redemption price of approximately $10.17. As a result, approximately $216.1 million was
removed from the Trust Account to pay such holders.
In connection with the shareholders’ approval
of the Extension Proposal, the Sponsor has indicated that, if the Extension Proposal was approved, the Sponsor will contribute to the
Company as a loan (each loan being referred to herein as a “contribution”) the lesser of (i) $100,000 and (ii) an
aggregate amount equal to $0.055 multiplied by the number of Class A ordinary shares of the Company that are not
redeemed in connection with the shareholder vote to approve the Extension Proposal, for each month commencing on February 4, 2023
and on or prior to the fourth day of each subsequent month, if applicable (each such month period an “extension period) until
the earlier of (x) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial
business combination (y) the extended date and (z) the date that the board determines in its sole discretion to no longer seek
an initial Business Combination. Each contribution will be deposited in the Trust Account within three business days of the beginning
of the extended period which such contribution is for. The contributions will be repayable by the Company to the Sponsor upon consummation
of an initial Business Combination. The Company’s board of directors will have the sole discretion whether to continue extending
for additional extension periods, and if the board determines not to continue extending for additional months, the additional contributions
will terminate. If this occurs, the Company will wind up the Company’s affairs and redeem 100% of the outstanding Public Shares
in accordance with the procedures set forth in the Company’s charter.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
If the Company is unable to complete a Business
Combination by September 4, 2023, or such earlier date as determined by the Company’s Directors, (taking into account the extension,
the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly
as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which
redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating
distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100%
of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full
pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and
not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).
The Initial Shareholders agreed to waive their
liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.
However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within
the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the
Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such
amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s
Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for
distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the
amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third
party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into
a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in
the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account
as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets,
less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to
any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed
to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by
endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective
target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
Trust Deposits
In connection with the shareholders’ approval
of the Extension Proposal, the Sponsor contributed to the Company as a loan (each loan being referred to herein as a “contribution”)
a first, second, third and fourth deposits of $100,000 each into the Trust Account on February 4, 2023, March 4, 2023, April 4, 2023 and
May 4, 2023.
General Meeting of Shareholders and Additional
Redemptions
On March 16, 2023, the Company held an extraordinary
general meeting of shareholders (the “General Meeting”) to vote on a special resolution to amend the Company’s Amended
and Restated Memorandum of Association to change the name to the Company from Noble Rock Acquisition Corporation to Northern Revival
Acquisition Corporation and to amend the charter to change certain provisions which restrict the Company’s Class B ordinary
shares from converting to Class A ordinary shares prior to the closing of the business combination. Both proposals were approved (the
“Conversion Proposal”). The submission of the Conversion Proposal entitled holders of the Company’s Class A Ordinary
Shares to redeem their shares for their pro rata portion of the funds held in the Trust Account. In connection with the General Meeting,
of the 2,909,170 remaining Class A ordinary shares outstanding with redemption rights, the holders of 428,699 Class A ordinary shares
elected to redeem their shares at a per share redemption price of approximately $10.33 on March 28, 2023. As a result, approximately
$4.426 million is due to the redeeming shareholders as of March 31, 2023. The amount was removed from the Trust Account to pay such holders
and the 428,699 shares were cancelled in April 2023.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Proposed Business Combination
On March 20, 2023, the Company entered into a
Business Combination Agreement (the “Business Combination Agreement”) with its 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 Company will 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: (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.
Forward Purchase Agreements
In connection with the Business Combination, on March 16, 2023, the Company 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”).
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 the Company: (a) in open-market
purchases through a broker after the date of the Company’s redemption deadline in connection with the vote of the Company shareholders
to approve the Business Combination from holders of Class A Ordinary Shares of the Company, 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 the
Company, newly-issued Class A Ordinary Shares of the Company (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
the Company’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.
Liquidity and going concern
As of March 31, 2023, the Company had approximately
$28,000 in its operating bank account and working capital deficit of approximately $1.3 million.
The Company’s liquidity needs to date have
been satisfied through a payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder
Shares (as defined in Note 5), the loan of $195,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from
the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 5, 2021. In addition,
in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in
Note 5). As of March 31, 2023 and December 31, 2022, there were no amounts outstanding or any Working Capital Loans. Management intends
to utilize Sponsor support to continue meeting its obligations.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
In connection with the Company’s assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,”
the Company has until September 4, 2023, or such earlier date as determined by its Directors to consummate a Business Combination. It
is uncertain that the Company will be able to meet its obligations within the next 12 months or consummate a Business Combination by this
time. If a Business Combination is not consummated by the end of the Combination Period, there will be a mandatory liquidation and subsequent
dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination
not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments
have been made to the carrying amounts of assets or liabilities should we be required to liquidate after.
Risks and uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and the conflict in Ukraine and the surrounding region on the industry and has concluded that while it is reasonably
possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations
and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements.
The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed financial
statements of the Company have been prepared in U.S. dollars and in accordance with United States generally accepted accounting principles
(“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation
have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may
be expected for the year ending December 31, 2023.
The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements in the Annual Form 10-K filed by the Company with the SEC
on May 1, 2023.
Emerging growth company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging
growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Use of estimates
The preparation of condensed financial statements
in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported
amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It
is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due
to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Cash and cash equivalents
The company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2023 and December 31, 2022, the
Company had no cash equivalents.
Cash and Investments held in Trust Account
The Company’s portfolio of investments is comprised of U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments
in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination
thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are
classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds,
the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed
balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities
is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair
values of investments held in the Trust Account are determined using available market information. At
March 31, 2023, substantially all of the assets held in the Trust Account were held in money market funds and commercial checking accounts
which are invested primarily in U.S. Treasury securities. At December 31, 2022, all of the assets held in the Trust Account were held
in money market funds which are invested primarily in U.S. Treasury securities.
Concentration of credit risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these
accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair value of financial instruments
The fair value of the Company’s assets and
liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates
the carrying amounts represented in the condensed balance sheets.
Fair value measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). These tiers consist of:
| ● | Level
1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
| ● | Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Derivative warrant liabilities
The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
issued warrants to purchase ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives, pursuant to ASC 480 and FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”), Embedded Derivatives
(“ASC 815-15”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities
as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The warrants issued in connection with the Initial
Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance
with ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). Accordingly, the Company recognizes the warrant
instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject
to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement
of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at
fair value using a Monte Carlo simulation model. As of March 31, 2023 and December 31, 2022, the Company determined the difference between
the Public Warrant and Private Warrant fair value would be de minimus and therefore measured the Private Warrants by reference to the
listed trading price of the Public Warrants (See Note 10). As of March 31, 2023 and December 31, 2022, the fair value of the Public Warrants
has been determined based on the observable listed trading price for such warrants.
Forward Purchase Agreement Derivative
Liability
On March 16, 2023, the Company entered into a Forward Purchase Agreement
(see Note 1). The Company accounts for the Forward Purchase Agreement as a derivative instrument in accordance with the guidance in ASC
815-40. The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statements
of operations. The ability of the Company to receive any of the proceeds of the Forward Purchase Agreement is dependent upon the financial
metrics of the business combination target, among other factors, rendering the receipt of such proceeds outside the control of the Company.
At March 31, 2023, the value of the forward purchase derivative liability was $235,373.
Offering costs associated with the Initial
Public Offering
Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and
presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Class A ordinary shares
were charged against the carrying value of the Class A ordinary shares. The Company classifies deferred underwriting commissions as non-current
liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A ordinary shares subject to possible
redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”
Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s
Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, 2,909,170 and 24,150,000 Class A ordinary
shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s
condensed balance sheets, respectively.
The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption
value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date
for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book
value to redemption amount value. The changes in the carrying value of redeemable Class A ordinary shares resulted in charges against
additional paid-in capital (to the extent available) and accumulated deficit.
See Note 1, subsection “Shareholder Meeting,
Extension, Redemptions and Trust Deposits” for the redemptions that occurred and were paid during the quarter ended March 31, 2023 and
Note 1, subsection “General Meeting of Shareholders and Additional Redemptions” for the meeting and redemption which occurred as of March
31, 2023 but was paid to the redeeming shareholders in April 2023.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE
ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Income taxes
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing
authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the
Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management
does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net income (loss) per ordinary share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as
Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income
(loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the
respective period.
The calculation of diluted net income (loss) does
not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to
purchase an aggregate of 12,603,334 shares of Class A ordinary shares in the calculation of diluted income per share, because their exercise
is contingent upon future events. The number of weighted average Class B ordinary shares for calculating basic net income (loss) per ordinary
share was reduced for the effect of an aggregate of 787,500 Class B ordinary shares that were subject to forfeiture if the over-allotment
option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied, the Company included these
shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Remeasurement
associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The table below presents a reconciliation of the
numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:
| |
For the Three Months Ended March 31, 2023 | | |
For the Three Months Ended March 31, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Basic and diluted net (loss) income per ordinary share: | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| |
Allocation of net (loss) income available to shareholders - basic and diluted | |
$ | (389,850 | ) | |
$ | (260,212 | ) | |
$ | 3,104,226 | | |
$ | 776,057 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average ordinary shares outstanding | |
| 9,045,410 | | |
| 6,037,500 | | |
| 24,150,000 | | |
| 6,037,500 | |
Basic and diluted net (loss) income per ordinary share | |
$ | (0.04 | ) | |
$ | (0.04 | ) | |
$ | 0.13 | | |
$ | 0.13 | |
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Recent accounting pronouncements
In June
2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets
measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses
is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard
including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15,
2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023.
The adoption of ASU 2016-13 did not have a material impact on its financial statements.
The Company’s management does not believe
that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
On February 4, 2021, the Company consummated its
Initial Public Offering of 24,150,000 Units, which includes 3,150,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds
of $241.5 million, and incurring offering costs of approximately $14.4 million, net of reimbursement from the underwriter. Of these offering
costs, approximately $9.1 million and approximately $320,000 was for deferred underwriting commissions and deferred legal fees, respectively.
Each Unit consists of one Class A ordinary share
and one-third of one redeemable warrant. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an
exercise price of $11.50 per share, subject to adjustment (see Note 7).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the Private Placement of 4,553,334 Private Placement Warrants, at a price of $1.50 per Private
Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million. On February 4, 2021, the day of issuance,
the fair value of the Private Placement warrants was approximately $6.7 million compared to the gross proceeds received of approximately
$6.8 million, therefore, an excess of approximately $85,000 cash was received over the fair value of the Private Placement warrants. The
excess in cash received over the fair value of the Private Placement warrants is recorded as additional paid in capital on the statement
of changes in shareholders’ deficit.
Each whole Private Placement Warrant is exercisable
for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private
Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company
does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private
Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its
permitted transferees.
The Sponsor and the Company’s officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days
after the completion of the initial Business Combination.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On November 11, 2020, the Initial Shareholders
paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares
(the “Founder Shares”). On February 1, 2021, the Company declared a stock dividend with respect to the Class B ordinary shares
such that 0.05 Class B ordinary shares were issued for every one Class B ordinary share, resulting in an aggregate of 6,037,500 Class
B ordinary shares outstanding. The initial shareholders agreed to forfeit up to an aggregate of 787,500 Founder Shares, on a pro rata
basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares
would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 4, 2021, the underwriter
fully exercised its over-allotment option; thus, these 787,500 Founder Shares were no longer subject to forfeiture.
The Initial Shareholders agreed not to transfer,
assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination
or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share
exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash,
securities or other property. Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00
per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be
released from the lockup.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Related Party Loans
On November 11, 2020, the Sponsor agreed to loan
the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the
“Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. Through February
4, 2021, the Company borrowed a total of $195,000 and repaid the Note in full on February 5, 2021.
In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but
are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business
Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise,
the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may
be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical
to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. As of March 31, 2023 and December 31, 2022, the Company had no outstanding
Working Capital Loans.
Advances from Related Party
For the three months ended March 31, 2023, the Sponsor had advanced
the Company $582,540 for working capital purposes, of which $0 was repaid during the three months ended March 31, 2023. As of
March 31, 2023 and December 31, 2022, the outstanding balance under the advances amounted to $641,821 and $59,281, respectively.
Promissory Note – related party
In connection with the shareholders’ approval of the Extension
Proposal, the Sponsor contributed to the Company as a loan (each loan being referred to herein as a “contribution”) a first,
second and third deposits of $100,000 each into the Trust Account on February 4, 2023, March 4, 2023 and April 4, 2023. The
Company issued unsecured promissory notes to the Sponsor for $300,000 as extension loans as of March 31, 2023 since the funds were received
in the Company operating account as of such date. The promissory notes bear no interest and all unpaid principal under the promissory
notes will be due and payable in full up upon the consummation of the Business Combination. As of March 31, 2023, the Company had $300,000 outstanding
balance under these notes.
Administrative Agreement
Commencing on the date that the Company’s securities were first
listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay
the Sponsor a total of $30,000 per month for office space, administrative, financial and support services. For the three months ended
March 31, 2023 and 2022, the Company incurred expenses under this agreement of $90,000, which are included in general and administrative
expenses on the accompanying condensed statements of operations. As of March 31, 2023 and December 31, 2022, the payable was $60,000 and
$0, of which is included in accrued expenses in the accompanying condensed balance sheets.
In addition, the Sponsor, directors and officers,
or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the
Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.
The Company’s audit committee reviews on a quarterly basis all payments that were made by us to the Sponsor, directors, officers
or the Company’s or any of their affiliates. For the three months ended March 31, 2023 and 2022, the Company incurred approximately
$582,000 and $11,000 of reimbursable expenses to related parties, included as general and administrative expenses on the accompanying
condensed statements of operations.
NOTE 6. COMMITMENTS & CONTINGENCIES
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement
Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the
exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the
Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective
date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands,
that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Underwriting Agreement
The Company granted the underwriters a 45-day
option from the date of this prospectus to purchase up to 3,150,000 additional Units at the Initial Public Offering price less the underwriting
discounts and commissions. On February 4, 2021, the underwriter fully exercised its over-allotment option.
The underwriters were entitled to an underwriting
discount of $0.20 per unit, or approximately $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition,
$0.375 per unit, or approximately $9.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company received reimbursement
from the underwriters of certain expenses in connection with the Initial Public Offering in the aggregate amount of $603,750, equal to
0.25% of the offering gross proceeds.
Contingent Fee Arrangement
On August 4, 2022, the Company entered into an
agreement with an independent third party to provide sourcing and advisory services related to completing a successful business combination.
As consideration for the services to be rendered, the Company has agreed to pay them a success fee of $2,415,000, payable only upon the
completion of a business combination. Any related expenses or out-of-pocket costs are borne solely by the third party.
Deferred Legal Fees
The Company engaged a legal counsel firm for legal
advisory services, and the legal counsel agreed to defer their fees in excess of $250,000. The deferred fee will become payable in the
event that the Company completes a Business Combination. As of March 31, 2023 and December 31, 2022, the Company had deferred legal fees
of approximately $1.1 million in connection with such services on the accompanying condensed balance sheets.
Nasdaq Letter
On April 4, 2023, the Company received a letter
from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that for the last 30 consecutive business
days prior to the date of the letter, the Company’s Minimum Market Value of Listed Securities (“MVLS”) was less than
$35.0 million, which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule
5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Nasdaq has provided the Company with
180 calendar days, or until October 3, 2023, to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing
of the Company’s securities on The Nasdaq Capital Market.
The Company’s Sponsor, the holder of
our Class B ordinary shares, agreed to convert 6,037,499 of its Class B ordinary shares into Class A ordinary shares which
conversion occurred effective as of April 5, 2023. The Company believes the conversion will allow it to regain compliance with the
MVLS requirement. On a pro forma basis, based on the closing stock price of the Class A ordinary shares on April 4, 2023 of $10.27,
this conversion would increase the MVLS by approximately $62 million. In order for the Company to regain compliance with the MVLS
Rule, the Company’s MVLS must equal or exceed $35.0 million for at least 10 consecutive trading days however and Nasdaq must
provide written confirmation to the Company to close the matter.
In the event the Company does not regain compliance
with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject
to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel.
On April 21, 2023, the Company received a letter from
the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that it failed to comply with the Nasdaq Listing
Rules since it had not filed its Form 10-K for the period ended December 31, 2022. The Company was provided with 60 calendar days to submit
a plan to regain compliance. Once a plan for compliance is accepted, Nasdaq can grant an exception for up to 180 calendar days to regain
compliance. On May 1, 2023, the Company filed its Form 10-K. Additionally, on May 1, 2023, the Company received a letter indicating that
Nasdaq had determined that the Company was now in compliance and that the matter was closed.
On May 24, 2023, the Company
received a further letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that it was
not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of it not having timely filed its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2023. The Nasdaq notification letter provides the Company with 60 calendar days, or until July 24, 2023, to
submit a plan to regain compliance in accordance with Nasdaq’s listing requirements. If the Company’s plan is accepted, Nasdaq
may grant the Company up to 180 days, or until November 20, 2023, for the Company to regain compliance. If Nasdaq does not accept the
Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Pane under Nasdaq Listing Rule
5815(a). The Company does not currently expect submission of a compliance plan will be necessary as it anticipates that filing this Form
10-Q prior to the expiration of the 60 day period will be sufficient to fully regain compliance with the Nasdaq continued listing requirements.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Forward Purchase Agreement
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”).
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 Company filed a current report on Form 8-K
on March 21, 2023 with the full Business Combination Agreement and supporting agreements.
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, $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.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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.
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.
The full Business Combination agreement and other
related agreements have been filed by the Company on a Current Report on From 8-K on March 21, 2023.
NOTE 7. DERIVATIVE WARRANT LIABILITIES
As of March 31, 2023 and December 31, 2022, the
Company had 8,050,000 Public Warrants and 4,553,334 Private Placement Warrants outstanding.
Public Warrants may only be exercised for a whole
number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months
from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under
the Securities Act covering Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is
available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of
residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result
of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of
the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share
of Class A ordinary shares equals or exceeds $10.00”). The Company agreed that as soon as practicable, but in no event later than
15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file
with the SEC and have an effective registration statement covering Class A ordinary shares issuable upon exercise of the warrants and
will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s
initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire
or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the
above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant
will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise
their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state
of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public
Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event
the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The warrants have an exercise price of $11.50
per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption
or liquidation. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection
with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such
issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to
the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the
“Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business
Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day
period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the
“Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that
the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price,
and the $18.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary
shares equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary
share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value
and (ii) the Newly Issued Price, and the $10.00 per-share redemption trigger price described under “Redemption of warrants when
the price per share of Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the
higher of (i) the Market Value and (ii) the Newly Issued Price.
The Private Placement Warrants are identical to
the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable
by the Company, (ii) they (including Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited
exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii)
they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.
Redemption of warrants when the price per share
of Class A ordinary shares equals or exceeds $18.00:
Once the warrants become exercisable, the Company
may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
a minimum of 30 days’ prior written notice of redemption; and |
| ● | if,
and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the
third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
The Company will not redeem the warrants as described
above unless an effective registration statement under the Securities Act covering Class A ordinary shares issuable upon exercise of the
warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption
period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for
each warrant being exercised.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Redemption of warrants when the price per share
of Class A ordinary shares equals or exceeds $10.00:
Once the warrants become exercisable, the Company
may redeem the outstanding warrants:
| ● | in
whole and not in part; |
| ● | at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined by reference to
an agreed table based on the redemption date and the fair market value of the Class A ordinary shares; |
| ● | if,
and only if, the last reported sale price of Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the
date on which the Company sends the notice of redemption to the warrant holders; and |
| ● | if
the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for
redemption on the same terms as the outstanding Public Warrants, as described above. |
The fair market value of Class A ordinary shares
mentioned above shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection
with this redemption feature for more than 0.361 shares of Class A ordinary shares per warrant (subject to adjustment).
In no event will the Company be required to net
cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they
receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly,
the warrants may expire worthless.
NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO
POSSIBLE REDEMPTION
The Company’s Class A ordinary shares feature
certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.
The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the
Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were
2,909,170 and 24,150,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption, respectively.
As of March 31, 2023 and December 31, 2022, Class
A ordinary shares reflected on the condensed balance sheets are reconciled on the following table:
Class A ordinary shares subject to possible redemption at January 1, 2022 | |
| 241,500,000 | |
Plus: | |
| | |
Increase in redemption value of Class A ordinary shares subject to redemption | |
| 3,409,717 | |
Class A ordinary shares subject to possible redemption at December 31, 2022 | |
| 244,909,717 | |
Less: | |
| | |
Redemption | |
| (220,493,323 | ) |
Plus: | |
| | |
Increase in redemption value of Class A ordinary shares subject to redemption | |
| 1,245,404 | |
Class A ordinary shares subject to possible redemption at March 31, 2023 | |
$ | 25,661,798 | |
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 9. SHAREHOLDERS’ DEFICIT
Preference Shares – The Company
is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of March 31, 2023 and December 31, 2022,
there were no preference shares issued or outstanding.
Class A Ordinary Shares –
The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s
Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 2,909,170 and
24,150,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and therefore classified as temporary equity
on the accompanying condensed balance sheets, respectively. See Note 8.
Class B Ordinary Shares –
The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On November 11, 2020, the
Company issued 5,750,000 Class B ordinary shares to the Initial Shareholders. On February 1, 2021, the Company declared a stock dividend
with respect to the Class B ordinary shares such that 0.05 Class B ordinary shares were issued for each share of Class B ordinary shares,
resulting in an aggregate of 6,037,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively
restated to reflect the stock dividend (see Note 5). Of the 6,037,500 Class B ordinary shares outstanding, up to 787,500 Class B ordinary
shares were subject to forfeiture to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’
over-allotment option was not exercised in full or in part, so that the Initial Shareholders will collectively own 20% of the Company’s
issued and outstanding ordinary shares after the Initial Public Offering. On February 4, 2021, the underwriter fully exercised its over-allotment
option; thus, these 787,500 Founder Shares were no longer subject to forfeiture.
Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B
ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one
basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like,
and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities,
are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business
Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders
of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such
issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will
equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of
the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the
initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business
Combination.
NORTHERN REVIVAL ACQUISITION CORPORATION
(FORMERLY KNOWN AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 10. FAIR VALUE MEASUREMENTS
The following tables presents information about
the Company’s financial assets and liabilities that are measured at fair value on a recurring basis, by level within the fair value
hierarchy:
| |
Fair Value Measured as of March 31, 2023 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets | |
| | |
| | |
| | |
| |
Cash and Investments held in Trust Account | |
$ | 30,188,667 | | |
$ | - | | |
$ | - | | |
$ | 30,188,667 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Derivative public warrant liabilities | |
$ | 648,030 | | |
$ | - | | |
$ | - | | |
$ | 648,030 | |
Derivative private placement warrant liabilities | |
| - | | |
| 366,541 | | |
| - | | |
| 366,541 | |
Forward purchase agreement derivative
liability | |
| - | | |
| - | | |
| 235,373 | | |
| 235,373 | |
Total derivative warrant liabilities | |
$ | 648,030 | | |
$ | 366,541 | | |
$ | 235,373 | | |
$ | 1,249,944 | |
| |
Fair Value Measured as of December 31, 2022 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets | |
| | |
| | |
| | |
| |
Investments held in Trust Account | |
$ | 245,009,717 | | |
$ | - | | |
$ | - | | |
$ | 245,009,717 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Derivative public warrant liabilities | |
$ | 403,310 | | |
$ | - | | |
$ | - | | |
$ | 403,310 | |
Derivative private placement warrant liabilities | |
| - | | |
| 228,120 | | |
| - | | |
| 228,120 | |
Total derivative warrant liabilities | |
$ | 403,310 | | |
$ | 228,120 | | |
$ | - | | |
$ | 631,430 | |
Transfers to/from Levels 1, 2, and 3 are recognized
at the beginning of the reporting period. In March 2021, as the Public Warrants begun separately trading, the fair value of the Public
Warrants transferred from a Level 3 measurement to a Level 1 measurement. The fair value of the Private Warrants were transferred from
a Level 3 to a Level 2 during the fourth quarter of 2022 as the Company determined the difference between the Public Warrant and Private
Warrant fair value would be de minimus.
Level 1 assets include investments in mutual funds
invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers
or brokers, and other similar sources to determine the fair value of its investments.
The fair value of the Public Warrants issued in
connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model. Subsequently,
the fair value of the Public Warrants has been determined based on the observable listed trading price for such warrants. The fair value
of the Private Placement Warrants has initially and subsequently been measured at fair value using a Black-Scholes Merton (BSM) model
through September 30, 2022. As of December 31, 2022, the Company determined the difference between the Public Warrant and Private Warrant
fair value would be de minimus and therefore measured the Private Warrants by reference to the listed trading price of the Public Warrants
For the three months ended March 31, 2023 and
2022, the Company recognized a gain/loss resulting from a decrease/increase in the fair value of liabilities of approximately $0.4 million
and $4.2 million, presented as change in fair value of derivative warrant liabilities on the accompanying condensed statements of operations.
The estimated fair value of the Private Placement
Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte
Carlo simulation and BSM model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and
dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that
matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve
on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed
to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates
remaining at zero. Changes in these valuation assumptions can change the valuation significantly.
The change in the fair value of the derivative
warrant liabilities measured utilizing Level 3 inputs for the three months ended March 31, 2022, are summarized as follows:
Derivative warrant liabilities at December 31, 2021 – Level 3 | |
$ | 2,563,530 | |
Change in fair value of derivative warrant liabilities – Level 3 | |
| (1,525,370 | ) |
Derivative warrant liabilities at March 31, 2022 – Level 3 | |
$ | 1,038,160 | |
NORTHERN REVIVAL
ACQUISITION CORPORATION
(FORMERLY KNOWN
AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
Forward
Purchase Agreement Derivative Liability
In order to
calculate the fair value of the forward purchase agreement derivative liability, the Company utilized the following inputs:
| |
March 16, 2023 | | |
| |
| |
(Initial
measurement) | | |
March 31,
2023 | |
Probability of business combination | |
| 11.6 | % | |
| 9.6 | % |
Underlying common stock price | |
$ | 10.20 | | |
$ | 10.27 | |
Cash flow discount rate | |
| 3.72 | % | |
| 3.60 | % |
Unit purchase price | |
$ | 10.00 | | |
$ | 10.00 | |
Estimated maturity date | |
| 11/30/2023 | | |
| 11/30/2023 | |
Probability of forward purchase agreement being utilized | |
| 0 | % | |
| 0 | % |
The following
table presents the changes in the fair value of the forward purchase agreement (“FPA”) derivative liability:
| |
FPA | |
Fair value as of March 16, 2023 (initial measurement) | |
$ | 272,053 | |
Change in fair value | |
| (36,680 | ) |
Fair value as of March 31, 2023 | |
$ | 235,373 | |
The
changes in the fair value of the forward purchase agreement derivative liability for the three month
ended March 31, 2023 and 2022 are $36,680 and $0, respectively.
There
were no transfers between fair value levels
during the period ended March 31, 2023 and for the year ended December 31, 2022.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated
subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Other than
as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited
condensed financial statements.
On April 4, 2023,
the Company received a letter (the “MVLS Notice”) from the Listing Qualifications Department (the “Staff”) of
The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days prior to the
date of the MVLS Notice, the Company’s Minimum Market Value of Listed Securities (“MVLS”) was less than $35.0 million,
which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2)
(the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff has provided the Company with 180 calendar
days, or until October 3, 2023, to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing of the
Company’s securities on The Nasdaq Capital Market.
The Sponsor, the
holder of our Class B ordinary shares, agreed to convert 6,037,499 of its Class B ordinary shares into Class A ordinary shares which
conversion occurred effective as of April 5, 2023. The Company believes the conversion will allow it to regain compliance with the MVLS
requirement. In order for the Company to regain compliance with the MVLS Rule, the Company’s MVLS must equal or exceed $35.0 million
for at least 10 consecutive trading days however and the Staff must provide written confirmation to the Company to close the matter.
NORTHERN REVIVAL
ACQUISITION CORPORATION
(FORMERLY KNOWN
AS NOBLE ROCK ACQUISITION CORPORATION)
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
On
April 4, 2023 and May 4, 2023, the Company issued unsecured promissory notes (the “Promissory Note”) to the Sponsor
pursuant to which the Company may borrow up to an aggregate principal amount of $100,000. The April 4, 2023 note was for the payment
received in March 2023 into the Company’s operating account. The Promissory Notes are non-interest
bearing, unsecured and payable upon the earlier of (i) the effective date of close of business
combination, or (ii) the date of liquidation. The Promissory Note are subject to customary events of default which could, subject to
certain conditions, cause the Promissory Notes to become immediately due and payable.
In connection with
the General Meeting, as of March 14, 2023, of the 2,909,170 remaining Class A ordinary shares outstanding with redemption rights, the
holders of 428,699 Class A ordinary shares elected to redeem their shares at a per share redemption price of approximately $10.33 on
March 28, 2023. As a result, approximately $4.426 million is due to the redeeming shareholders as of March 31, 2023. The amount was removed
from the Trust Account to pay such holders and the 428,699 shares were cancelled in April 2023.
On April 21, 2023, the Company
received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that it failed to comply
with the Nasdaq Listing Rules since it had not filed its Form 10-K for the period ended December 31, 2022. The Company was provided with
60 calendar days to submit a plan to regain compliance. Once a plan for compliance is accepted, Nasdaq can grant an exception for up
to 180 calendar days to regain compliance. On May 1, 2023, the Company filed its Form 10-K. Additionally, on May 1, 2023, the Company
received a letter indicating that Nasdaq had determined that the Company was now in compliance and that the matter was closed.
On May 17, 2023, the
Board of Directors appointed Benjamin Rifkin to serve as an independent director of the Company. The Board of Directors also appointed
Mr. Rifkin to serve on the Company’s Audit, Nominating & Corporate Governance and Compensation Committees.
On May 24, 2023, the
Company received a further letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that
it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of it not having timely filed its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2023. The Nasdaq notification letter provides the Company with 60 calendar days, or until July 24, 2023,
to submit a plan to regain compliance in accordance with Nasdaq’s listing requirements. If the Company’s plan is accepted,
Nasdaq may grant the Company up to 180 days, or until November 20, 2023, for the Company to regain compliance. If Nasdaq does not accept
the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Pane under Nasdaq Listing
Rule 5815(a). The Company does not currently expect submission of a compliance plan will be necessary as it anticipates that filing this
Form 10-Q prior to the expiration of the 60 day period will be sufficient to fully regain compliance with the Nasdaq continued listing
requirements.
Trust
Deposits
In
connection with the shareholders’ approval of the Extension Proposal, as described in Note 1, the Sponsor contributed to the Company
as a loan (each loan being referred to herein as a “contribution”) third and fourth deposits of $100,000 each into the
Trust Account on April 4, 2023 (funds received on March 31, 2023) and May 4, 2023.