Northern Revival Acquisition Corporation (“NRAC”), a publicly
traded special purpose acquisition company, and Braiin Limited, an
Australian technology company, filed a registration statement on
Form F-4 (the “Registration Statement”), which contains a
preliminary proxy statement/prospectus, with the U.S. Securities
and Exchange Commission (“SEC”) in connection with their proposed
business combination. The Registration Statement was filed by
Braiin Holdings Ltd. (“Braiin Holdings”), a newly formed entity
that will serve as the combined publicly-traded entity following
the closing of the proposed business combination.
On January 2, 2024, NRAC and Braiin filed the Registration
Statement. On October 1, 2023, Braiin, NRAC, Braiin Holdings, and
other parties to the business combination agreement that was signed
in March 2023 entered into an Amended and Restated Business
Combination Agreement, which, among other things, increased the
combined company proforma enterprise value to approximately $572
million, primarily based on acquisition agreements entered into
between Braiin and Vega Global Technologies, a company with
agreements to acquire Exato Technologies Pvt Ltd (“Exato”), Nisus
Australia Pty Ltd and Nisus Payroll Pty Ltd (together, “Nisus”).
The agreements with Exato and Nisus are contingent upon the closing
of the business combination.
The business combination between Braiin and NRAC is expected to
be completed in the first quarter of 2024, according to a
statement.
“This entry into the public markets will allow us access to a
much larger pool of capital. This, in turn, will enable us to
execute on our existing long-term contracts, foster organic growth,
and facilitate our expansion through mergers and acquisitions. We
consistently seek synergistic acquisitions that align with our
corporate culture. Over the past 9 months, we've executed an
acquisition agreement with Vega Global Technologies and elevated
our combined enterprise value to approximately $572 million. Vega
has agreements to acquire Exato.ai, a company strategically focused
on advancing the Customer Experience (CX) in conjunction with
Conversational AI, and Nisus, a customer-centric company
specializing in ICT consulting and personnel services. As a
high-growth, EBITDA-positive tech company, we believe going public
will enhance the visibility and adoption of our products and
service,” Braiin Chief Executive Officer Natraj Balasubramanian
said.
While the Registration Statement, which can be found here, has
not yet become effective, and the information contained therein is
subject to change, it provides important information about Braiin’s
business and operations, the proposed business combination with
NRAC and the proposals to be considered by NRAC’s shareholders.
Winston & Strawn LLP is serving as legal counsel to Braiin.
Loeb & Loeb LLP is serving as legal counsel to NRAC.
About Braiin
Braiin’s expertise spans artificial intelligence and machine
learning (“AI/ML”), robotics, internet of things (“IoT”), and
mission-critical enterprise software and hardware applications.
Braiin has robust portfolio of proprietary technology with current
applications and developing capabilities in various sectors,
including agriculture, agricultural-finance,
agricultural-insurance, telecommunications, financial services,
digital lending, insurance brokering, customer experience in the
service industry and more. Braiin is actively expanding its market
reach from business enterprises and government to end-consumers.
Braiin also plans to diversify from its current focus on western
developed markets to tap into large opportunities across
high-potential emerging markets, more particularly in Southeast
Asia, namely India, Singapore and Sri Lanka. Braiin is led by its
Founder and Chief Executive Officer Natraj Balasubramanian.
To learn more, visit: https://www.braiin.com
About NRAC
NRAC is a special purpose acquisition company formed for the
purpose of effecting a merger, stock purchase, or similar business
combination. While NRAC may pursue an acquisition opportunity in
any industry or sector, it focused its search in the software and
tech-enabled services space. The team is composed of seasoned
executives with a unique combination of experiences in wholesale
and retail, logistics, distribution, technology development and
transformation, investing, banking, and capital markets. NRAC is
led by its Chief Executive Officer and Chairman, Aemish Shah, and
its Chief Financial Officer and director, Manpreet Singh.
To learn more, visit: www.nraccorp.com
Related ticker: Nasdaq: NRAC (Northern Revival Acquisition
Corp)
Additional Information and Where to Find
It
In connection with the proposed business combination, NRAC and
Braiin have filed the Registration Statement with the SEC, which
includes a preliminary proxy statement/prospectus (a “Proxy
Statement/Prospectus”). A definitive Proxy Statement/Prospectus
will be mailed to NRAC’s shareholders as of a record date to be
established for voting on the proposed transaction. Shareholders
will also be able to obtain copies of the Proxy
Statement/Prospectus, without charge, at the SEC’s website at
www.sec.gov or by directing a request to: Northern Revival
Acquisition Corporation, 4001 Kennett Pike, Suite 302, Wilmington,
Delaware, 19807.
This communication may be deemed to be offering or solicitation
material in respect of the proposed transaction, which will be
submitted to the shareholders of NRAC for their consideration. NRAC
urges investors, shareholders and other interested persons to
carefully read, when available, the preliminary and definitive
Proxy Statement/Prospectus as well as other documents filed with
the SEC (including any amendments or supplements to the Proxy
Statement/Prospectus, as applicable), in each case, before making
any investment or voting decision with respect to the proposed
transaction, because these documents will contain important
information about NRAC, Braiin and the proposed transaction.
Participants in the
Solicitation
NRAC and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
proposed transaction described herein under the rules of the SEC.
Information about the directors and executive officers of NRAC and
a description of their interests in NRAC and the proposed
transaction are set forth in NRAC’s Annual Report on Form 10-K for
the year ended December 31, 2022, which was filed with the SEC on
May 1, 2023 (the “Annual Report”) and the Proxy
Statement/Prospectus. These documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of any business combination. This release shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this release are “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”
and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside NRAC’s control, that could cause actual results
or outcomes to differ materially from those discussed in the
forward-looking statements. Important factors, among others, that
may affect actual results or outcomes include: the inability of
NRAC to complete an initial business combination with Braiin within
the time provided in NRAC’s amended and restated memorandum and
articles of association; performance of Braiin’s business; the risk
that the approval of the shareholders of NRAC for the proposed
transaction is not obtained; failure to realize the anticipated
benefits of the proposed transaction, including as a result of a
delay in consummating the proposed transaction; the amount of
redemption requests made by NRAC’s shareholders and the amount of
funds remaining in NRAC’s trust account after satisfaction of such
requests; NRAC’s and Braiin’s ability to satisfy the conditions to
closing the proposed transaction; and those factors discussed in
the Annual Report under the heading “Risk Factors,” and other
documents of NRAC filed, or to be filed, with the SEC. NRAC does
not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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