As filed with the U.S. Securities and Exchange Commission on October 2, 2023

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

BRAIIN HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

____________________

Cayman Islands	6770	98-1566600
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

c/o Maples Fiduciary Services (Delaware) Inc.
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Telephone: (302) 338-9130
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

____________________

Maples Fiduciary Services (Delaware) Inc.
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Telephone: (302) 338-9130
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000 Michael J. Blankenship, Esq.
Winston & Strawn LLP
800 Capitol Street, Suite 2400
Houston, TX 77002-2925
(713) 651-2600

____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “ emerging growth company” in Rule 12b-2 of the Exchange Act

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-BorderThird-Party Tender Offer)☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 2, 2023

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
NORTHERN REVIVAL ACQUISITION CORPORATION

AND PROSPECTUS FOR UP TO 29,106,623 ORDINARY SHARES OF
BRAIIN HOLDINGS LTD.

To the Shareholders of Northern Revival Acquisition Corporation:

You are cordially invited to attend the Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”) of Northern Revival Acquisition Corporation, a Cayman Islands exempted company, which we refer to as “Northern Revival,” “we,” “us” or “our”, to be held at _____________ and virtually at 10:00 a.m., Eastern Time, on, 2023. The Extraordinary General Meeting can be accessed via live webcast by visiting   , where you will be able to listen to the meeting live and vote during the meeting.

On October1, 2023, we entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”) by and among Northern Revival, Northern Revival Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Braiin Limited, an Australian public company limited by shares (“Braiin”), Braiin Holdings Ltd., a Cayman Islands exempted company (“PubCo”) and wholly owned subsidiary of Northern Revival, 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 Northern Revival and Braiin (the “Business Combination”) will be effected in two steps: (i) subject to the approval and adoption of the Business Combination Agreement by the shareholders of Northern Revival, Northern Revival will merge with and into PubCo and wholly owned subsidiary of Northern Revival with PubCo remaining as the surviving publicly traded entity (the “Initial Merger”); and (ii) a share exchange in which Braiin shareholders exchange 100% of their Braiin Shares for a pro rata portion of Ordinary Shares, par value $1.00 per share, of PubCo (the “PubCo Ordinary Shares”) with an aggregate value of $572million (the “Share Exchange”). The number of shares to be issued by PubCo 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 prior to Closing. 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”) and Vega Global Technologies Pty Ltd., an Australian agricultural technology company (“Vega”). Following the Share Exchange, Braiin will continue as a subsidiary of PubCo. We refer to PubCo after giving effect to the Business Combination, as “New Braiin.”

The Business Combination Agreement provides that:

(i)prior to the effective time of the Business Combination (the “Effective Time”), each convertible note and simple agreement for future equity of Braiin and Braiin Shares issuable as consideration for Braiin’s purchase of PowerTec (which will not exceed 9.9% of the total outstanding PubCo ordinary shares following the Business Combination (the “PubCo Ordinary Shares”)) and approximately [•] Braiin Shares issuable as consideration for Braiin’s purchase of Vega (which will not exceed 9.9% of the total number of PubCo Ordinary Shares), will convert into Braiin Shares in accordance with the agreements governing such securities;

(ii)prior to the Effective Time, Northern Revival will merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity;

(iii)at the Effective Time, each outstanding Braiin Share will be exchanged for a pro rata portion of PubCo Ordinary Shares; and

(iv)at the Closing, PubCo will pay the Sponsor $2.5 million to purchase all outstanding PubCo warrants (the “Private Placement Warrants”), originally purchased by the Sponsor for approximately $6.8 million simultaneously with the closing of Northern Revival’s initial public offering (“IPO”).

At the Extraordinary General Meeting, our shareholders will be asked to consider and vote upon the following proposals:

•Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as

Annex A, which, among other things, provides for the Initial Merger and the Share Exchange, with Braiin becoming a direct, wholly-owned subsidiary of PubCo, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying proxy statement/prospectus (which we collectively refer to as the “Business Combination Proposal”);

•Proposal No. 2 — The PubCo Charter Proposal — to consider and vote upon a proposal to approve each material difference between the proposed Amended and Restated Memorandum and Articles of Association of PubCo (the “Proposed PubCo Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and Northern Revival’s Amended and Restated Memorandum and Articles of Association (which we refer to as the “PubCo Charter Proposal”);

•Proposal No. 3 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Braiin Holdings 2023 Incentive Award Plan (the “Incentive Plan”), effective upon the consummation of the Business Combination, including the authorization of the share reserve under the Incentive Plan, in substantially the form that will be attached to the accompanying proxy statement/prospectus in an amendment (which we refer to as the “Incentive Plan Proposal”);

•Proposal No. 4 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the Extraordinary General Meeting (which we refer to as the “Adjournment Proposal”).

Each of the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. Unless waived in accordance with the Business Combination Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that the funds that are in the Trust Account (as defined herein), together with the cash on Northern Revival’s balance sheet and the aggregate amount of gross proceeds from any subscription or investment agreement with respect to securities of PubCo or Northern Revival, entered into prior to Closing, of at least $15million, after giving effect to the completion and payment of any Redemptions and after payment of transaction expenses.

If the Northern Revival shareholders approve the Business Combination Proposal, immediately prior to the consummation of the Initial Merger, all outstanding units of Northern Revival (each of which consists of one Northern Revival ordinary share, par value $0.0001 per share (“Northern Revival Ordinary Shares”), and one-third of one warrant to purchase one Northern Revival Ordinary Share) will separate into their individual components of Northern Revival Ordinary Shares and Northern Revival Warrants and will cease separate existence and trading. Upon the consummation of the Initial Merger, the current equity holdings of the Northern Revival shareholders shall be exchanged as follows:

(i)Each Northern Revival Ordinary Share issued and outstanding immediately prior to the effective time of the Initial Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each such Northern Revival Ordinary Share, PubCo shall issue to each Northern Revival shareholder (other than the Northern Revival shareholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Ordinary Share, which, shall be fully paid; and

(ii)Each whole warrant to purchase one Northern Revival Ordinary Share (“Northern Revival Warrant”) issued and outstanding immediately prior to the effective time of the Initial Merger will convert into a warrant to purchase one PubCo Ordinary Share (each, a “PubCo Warrant”) (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the Northern Revival Warrants.

The Northern Revival Units, Ordinary Shares and Northern Revival Warrants are currently listed on Nasdaq under the symbols “NRACU,” “NRAC” and “NRACW,” respectively. PubCo has applied to list the PubCo Ordinary Shares and PubCo Warrants on the Nasdaq Capital Market under the symbols, “[ ]” and “[ ]W,” respectively, in connection with the Business Combination. Northern Revival cannot assure that PubCo Ordinary Shares and PubCo Warrants will be approved for listing on the Nasdaq Capital Market.

Investing in PubCo securities involves a high degree of risk. We encourage you to read the accompanying proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 25.

Although PubCo is not currently a public reporting company in any jurisdiction, following the effectiveness of the registration statement of which the accompanying proxy statement/prospectus is a part and the Closing, PubCo will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is a condition of the consummation of the Business Combination that the PubCo Ordinary Shares and the PubCo Warrants are approved for listing on Nasdaq, subject only to official notice of issuance thereof. While trading of the PubCo Ordinary Shares on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that PubCo’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 25 of the accompanying proxy statement/prospectus for more information.

The Board of Directors of Northern Revival (the “Board” or the “Northern Revival Board”) has fixed the close of business on, 2023 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Extraordinary General Meeting or any postponement or adjournment thereof. Shareholders should carefully read the accompanying Notice of Extraordinary General Meeting and proxy statement/prospectus for a more complete statement of the proposals to be considered at the Extraordinary General Meeting.

After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and approved the Business Combination, has approved the other proposals described in the accompanying proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination.

The Board recommends that the shareholders vote “FOR” each of the proposals described in the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. We urge you to read the accompanying proxy statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Board, you should keep in mind that Northern Revival’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a shareholder of Northern Revival. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to shareholders of Northern Revival than liquidating Northern Revival. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page 25 of the accompanying proxy statement/prospectus. See the section entitled “The Business Combination Proposal — Interests of Northern Revival’s Directors and Officers and Others in the Business Combination” for additional information.

Pursuant to Northern Revival’s Amended and Restated Memorandum and Articles of Association, our public shareholders have redemption rights in connection with the Business Combination. Our public shareholders are not required to affirmatively vote for or against the Business Combination to redeem their ordinary shares. This means that public shareholders who hold Northern Revival Ordinary Shares on or before            , 2023 (two (2) business days before the Extraordinary General Meeting) will be eligible to elect to have their Northern Revival Ordinary Shares redeemed for cash in connection with the Extraordinary General Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Extraordinary General Meeting. Northern Revival public shareholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.

Upon consummation of the Business Combination, PubCo will be a “foreign private issuer,” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Further, PubCo will be a “controlled company” under Nasdaq listing standards. Non-redeeming Northern Revival shareholders will likely have a limited influence over PubCo following the Business Combination and PubCo shareholders will not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

PubCo will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting.

Your vote is very important. If you are a Northern Revival shareholder, whether or not you plan to attend the Extraordinary General Meeting, please take the time to vote as soon as possible. On behalf of the Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Very truly yours,

Aemish Shah
Chief Executive Officer and Chairman

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated, 2023 and will first be mailed to the shareholders of Northern Revival on or about   , 2023.

NORTHERN REVIVAL ACQUISITION CORPORATION
4001 Kennett Pike, Suite 302
Wilmington, DE 19807

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF NORTHERN REVIVAL ACQUISITION CORPORATION
TO BE HELD ON            , 2023

TO THE SHAREHOLDERS OF NORTHERN REVIVAL ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”) of Northern Revival Acquisition Corporation (“Northern Revival,” “we,” “us” or “our”) will be held at ___________ and virtually held at 10:00 a.m., Eastern Time, on, 2023. The Extraordinary General Meeting can be accessed via live webcast by visiting   , where you will be able to listen to the meeting live and vote during the meeting.

At the Extraordinary General Meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”):

•Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination described in the accompanying proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the Initial Merger and the Share Exchange, with Braiin becoming a direct, wholly-owned subsidiary of PubCo, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying proxy statement/prospectus (which we collectively refer to as the “Business Combination Proposal”);

•Proposal No. 2 — The PubCo Charter Proposal — to consider and vote upon a proposal to approve each material difference between the proposed Amended and Restated Memorandum and Articles of Association of PubCo (the “Proposed PubCo Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and Northern Revival’s Amended and Restated Memorandum and Articles of Association (which we refer to as the “PubCo Charter Proposal”);

•Proposal No. 3 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Braiin Holdings 2023 Incentive Award Plan (the “Incentive Plan”), effective upon the consummation of the Business Combination, including the authorization of the share reserve under the Incentive Plan, in substantially the form that will be attached to this proxy statement/prospectus in an amendment (which we refer to as the “Incentive Plan Proposal”);

•Proposal No. 4 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the Extraordinary General Meeting (which we refer to as the “Adjournment Proposal”).

The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal are approved at the Extraordinary General Meeting. Each of these Proposals are cross-conditioned on each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus. Unless waived in accordance with the Business Combination Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that the funds that are in the Trust Account, together with the cash on Northern Revival’s balance sheet and the aggregate amount of gross proceeds from any subscription or investment agreement with respect to securities of PubCo or Northern Revival, entered into prior to Closing, of at least $15 million, after giving effect to the completion and payment of any redemptions and after payment of transaction expenses.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Northern Revival Ordinary Shares at the close of business on, 2023 (the “Record Date”) are entitled to notice of the Extraordinary General Meeting and to vote at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our shareholders vote “FOR” all of the proposals presented to our shareholders at the Extraordinary General Meeting. When you consider the Board’s recommendation of these proposals, you should keep in mind that directors and officers of Northern Revival have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination Proposal — Interests of Northern Revival’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to Northern Revival’s Amended and Restated Memorandum and Articles of Association, its public shareholders may demand that Northern Revival redeem, upon the Closing of the Business Combination, Northern Revival Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of Northern Revival’s IPO. As of [•], 2023, based on funds in the Trust Account of approximately $[•] on such date, the pro rata portion of the funds available in the Trust Account for the redemption of public Northern Revival Ordinary Shares was approximately $[•] per share (less taxes paid or payable). Our public shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Northern Revival Ordinary Shares for cash. This means that public shareholders who hold Northern Revival Ordinary Shares on or before, 2023 (two (2) business days before the Extraordinary General Meeting) will be eligible to elect to have their Northern Revival Ordinary Shares redeemed for cash in connection with the Extraordinary General Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Extraordinary General Meeting. Northern Revival shareholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of Northern Revival Warrants do not have redemption rights with respect to such securities in connection with the Business Combination.

Our sponsor, Northern Revival Sponsor, LLC, a Cayman Islands limited liability company (our “Sponsor”), and holders of our Ordinary Shares issued prior to our IPO, their permitted transferees, and our officers and directors (collectively, the “Northern Revival Initial Shareholders”) have agreed to waive their redemption rights with respect to any Northern Revival Ordinary Shares held by them in connection with the consummation of the Business Combination (which waiver was provided in connection with Northern Revival’s IPO and without any separate consideration paid in connection with providing such waiver), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and Northern Revival Initial Shareholders beneficially own 75.96% of issued and outstanding Northern Revival Ordinary Shares and Northern Revival’s public shareholders beneficially own approximately 24.04% of issued and outstanding Northern Revival Ordinary Shares. The Northern Revival Initial Shareholders have agreed to vote all of their shares and any other Northern Revival equity securities that they hold in favor of the Business Combination Proposal.

You are urged to carefully read and consider the “Risk Factors” beginning on page 25 of the accompanying proxy statement/prospectus and the other information contained in the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

Your vote is very important.    Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Extraordinary General Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that votes relating to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, our proxy solicitor, by calling 877-870-8565, or banks and brokers can call collect at 206-870-8565, or by emailing KSmith@advantageproxy.com.

By Order of the Board of Directors

Aemish Shah
Chief Executive Officer and Chairman

   , 2023

Important Notice Regarding the Availability of Proxy Materials for the
Extraordinary General Meeting to Be Held on            , 2023:

Northern Revival’s proxy statement/prospectus is available at https://

TABLE OF CONTENTS

	Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS	iii
TRADEMARKS	iv
IMPORTANT INFORMATION ABOUT U.S. GAAP AND IFRS	iv
EXCHANGE RATES	iv
MARKET AND INDUSTRY DATA	iv
FREQUENTLY USED TERMS	v
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	viii
RISK FACTOR SUMMARY	x
QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF NORTHERN REVIVAL	xiii
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	1
SELECTED HISTORICAL FINANCIAL INFORMATION OF BRAIIN	9
SELECTED HISTORICAL FINANCIAL INFORMATION OF NORTHERN REVIVAL	10
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	11
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	20
COMPARATIVE SHARE INFORMATION	24
RISK FACTORS	25
EXTRAORDINARY GENERAL MEETING OF NORTHERN REVIVAL SHAREHOLDERS	56
THE BUSINESS COMBINATION PROPOSAL	62
THE PUBCO CHARTER PROPOSAL	84
THE INCENTIVE PLAN PROPOSAL	86
THE ADJOURNMENT PROPOSAL	87
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	88
INFORMATION ABOUT NORTHERN REVIVAL	98
MANAGEMENT OF NORTHERN REVIVAL	106
EXECUTIVE COMPENSATION OF NORTHERN REVIVAL	113
NORTHERN REVIVAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	114
INFORMATION ABOUT BRAIIN	125
EXECUTIVE COMPENSATION OF BRAIIN	135
BRAIIN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	136
MANAGEMENT OF PUBCO AFTER THE BUSINESS COMBINATION	147
DESCRIPTION OF PUBCO SECURITIES	151
TRADING MARKET AND DIVIDENDS	154
COMPARISON OF SHAREHOLDER RIGHTS	155
SHARES ELIGIBLE FOR FUTURE SALE	162
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	163
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	166
MARKET INFORMATION AND DIVIDENDS ON SECURITIES	167
LEGAL MATTERS	168
EXPERTS	168
TRANSFER AGENT AND REGISTRAR	169
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	169
SUBMISSION OF SHAREHOLDER PROPOSALS	169
FUTURE SHAREHOLDER PROPOSALS	169
WHERE YOU CAN FIND MORE INFORMATION	170
INDEX TO FINANCIAL STATEMENTS	F-1

i

ANNEX A – AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT	A-1
ANNEX B – AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION	B-1
ANNEX C – OPINION OF TRAFALGAR ADVISORS	C-1
ANNEX D – STOCK INCENTIVE PLAN [TO BE FILED BY AMENDMENT]	D-1

ii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by PubCo, constitutes a prospectus of PubCo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the PubCo Ordinary Shares to be issued to Northern Revival’s securityholders. This document also constitutes a notice of meeting and a proxy statement of Northern Revival under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Extraordinary General Meeting of Northern Revival shareholders at which Northern Revival shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Northern Revival shareholders nor the issuance by PubCo of PubCo Ordinary Shares in connection with the Business Combination will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Extraordinary General Meeting, please contact Northern Revival’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact Northern Revival’s proxy solicitation agent at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free 877-870-8565
Banks and brokers call 206-870-8565
Email: KSmith@advantageproxy.com

In order for you to receive timely delivery of the documents in advance of the Extraordinary General Meeting to be held on, 2023, you must request the information by   , 2023.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 170 of this proxy statement/prospectus.

iii

TRADEMARKS

Northern Revival and Braiin own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

Important Information about U.S. GAAP AND IFRS

Northern Revival’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Braiin’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Presentation of financial information in accordance with IFRS requires Braiin’s management to make various estimates and assumptions which may impact the values shown in the section titled “Selected Historical Financial Information of Braiin” and the respective notes thereto. The actual values may differ from such assumptions.

Exchange Rates

Braiin’s reporting currency will be the United States dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. The functional currency of Braiin’s subsidiaries will generally be the local currency.

The translation of foreign currencies into U.S. dollars is performed for assets and liabilities at the end of each reporting period based on the then current exchange rates. For revenue and expense accounts, an average monthly foreign currency rate is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars will be recorded as part of a separate component of shareholders’ deficit and reported in Braiin’s financial statements. Foreign currency transaction gains and losses will be included in other income (expense), net for the period.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry data and forecasts that Northern Revival or Braiin obtained or derived from internal company analyses, independent third-party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

iv

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Northern Revival” refer to Northern Revival Acquisition Corporation, the term “Braiin” refers to Braiin Limited, an Australian public company limited by shares, and the term the “Combined Company” refers to Braiin immediately after the consummation of the Business Combination.

In this document:

“Board,” or “Northern Revival Board,” unless otherwise defined, means the board of directors of Northern Revival.

“Braiin” means Braiin Limited, an Australian public company limited by shares and incorporated in Australia in connection with the Business Combination, and upon consummation of the Business Combination, Braiin will be a direct, wholly-owned subsidiary of PubCo.

“Braiin Shares” means ordinary shares, par value $0.001 per share, of Braiin.

“Business Combination” means the transactions contemplated by the Business Combination Agreement whereby, among other things, Braiin shareholders will exchange 100% of their Braiin Shares for a pro rata portion of PubCo Ordinary Shares, with an aggregate value of $572million (subject to adjustment at Closing based on liabilities and cash on hand) and Braiin will continue as a subsidiary of PubCo.

“Business Combination Agreement” means that certain Amended and Restated Business Combination Agreement, dated October1, 2023, by and among Northern Revival, Sponsor, PubCo, Braiin, and certain Braiin shareholders.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Condition Precedent Proposals” mean the Business Combination Proposal, the PubCo Charter Proposal, and the Incentive Plan Proposal.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extension Amendments” means the amendments to Northern Revival’s Amended and Restated Memorandum and Articles of Association, approved by Northern Revival’s shareholders at (i) the Extraordinary General Meeting of Shareholders held on January 27, 2023, which provided that the date by which Northern Revival was required to consummate an initial business combination was extended from February 4, 2023 up to September 4, 2023 and (ii) the Extraordinary General Meeting of Shareholders held on August 31, 2023, which provided that the date by which Northern Revival was required to consummate an initial business combination was extended from September 4, 2023 up to February 4, 2024.

“Extraordinary General Meeting” means the Extraordinary General Meeting of the shareholders of Northern Revival, to be held at [___] and virtually at 10:00 a.m. Eastern Time, on, 2023.

“founders shares” means the 5,750,000 ordinary shares purchased by the Initial Shareholders on November 11, 2020, for $25,000that subsequently, on February 1, 2021, a stock dividend with respect to the founder shares was declared such that 0.05 founder shares were issued for every one founder share, resulting in an aggregate of 6,037,500 founder shares outstanding, of which 6,037,499shares were then converted to Class A ordinary shares on April 5, 2023, after which with one Class B ordinary share remaining outstanding.

“Incentive Plan” means the Braiin Holdings 2023 Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Incentive Plan Proposal.

“Trafalgar Opinion” means the formal written opinion of Trafalgar Advisors delivered to the Board on September28, 2023 relating to the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex C.

v

“Northern Revival” means Northern Revival Acquisition Corporation, a Cayman Islands exempted company.

“Northern Revival Memorandum and Articles of Association” means Northern Revival’s amended and restated memorandum and articles of association, as may be amended from time to time.

“Northern Revival Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Northern Revival.

“Northern Revival Initial Shareholders” means our Sponsor who purchased our founder shares (issued prior to our IPO) and its permitted transferees.

“Northern Revival IPO” or “our IPO” means Northern Revival’s initial public offering.

“Northern Revival Preference Shares” means the preference shares, par value $0.0001 per share, of Northern Revival.

“Northern Revival Warrant” means one whole redeemable warrant entitling its holder to purchase one Northern Revival Ordinary Share for $11.50 per share. Upon separation of the Northern Revival Units at the election of the holder thereof or upon the Effective Time, no fractional warrants are or will be issued, and only whole Northern Revival Warrants trade on the Nasdaq Stock Market LLC under the symbol “NRACW.”

“Northern Revival Units” means a unit consisting of one Northern Revival Ordinary Share and one-third of one Northern Revival Warrant. On March 25, 2021 the holders of the Northern Revival Units could elect to separately trade the Northern Revival Ordinary Shares and whole Northern Revival Warrants comprising the Northern Revival Units. Those Northern Revival Units which have not been separated continue to trade on the Nasdaq Stock Market LLC under the symbol “NRACU”.

“Private Placement” means the private placement consummated simultaneously with the Northern Revival IPO in which the Sponsor purchased private placement warrants. In the Private Placement, 4,553,334 private placement warrants were issued to the Sponsor at a purchase price of $1.50 per warrant.

“Promissory Notes” means unsecured promissory notes issued by Northern Revival to the Sponsor. The Promissory Notes are non-interest bearing, without fixed terms and are due and payable upon consummation of the Business Combination. As of June, 2023, Northern Revival had $500,000 outstanding under the Promissory Notes.

“Proposals” means the Business Combination Proposal, the PubCo Charter Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

“Proposed PubCo Charter” means the proposed Amended and Restated Memorandum and Articles of Association of Northern Revival, a copy of which is attached to this proxy statement/prospectus as Annex B,

“PubCo” means Braiin Holdings Ltd., a Cayman Islands exempted company.

“PubCo Ordinary Shares” means the ordinary shares of PubCo.

“PubCo Warrants” means the warrants of PubCo.

“public shares” or “Public Shares” means Northern Revival Ordinary Shares which are a component of the Northern Revival Units sold in the Northern Revival IPO. Currently, there are outstanding 1,910,244 public shares (consisting of 24,150,000 public shares originally sold as part of units in the Northern Revival IPO, as adjusted for (a) 21,240,830 public shares redeemed by holders of public shares in connection with an extraordinary general meeting on January 27, 2023, (b) 428,699 public shares redeemed by holders of public shares in connection with an extraordinary general meeting on March 16, 2023, and (c) 570,227 public shares redeemed by holders of public shares in connection with an extraordinary general meeting on August 30, 2023). The public shares do not include the founders shares.

vi

“public shareholders” means holders of public shares.

“publicly traded units” means Northern Revival Units issued in the Northern Revival IPO.

“redemption” or “Redemption” means the right of the holders of Northern Revival Ordinary Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Second Extension Amendment” means the amendment to Northern Revival’s Amended and Restated Memorandum and Articles of Association, approved at Northern Revival’s Extraordinary General Meeting of shareholders on August 30, 2023, which provided that the date by which Northern Revival was required to consummate an initial business combination was extended from September 4, 2023 up to February 4, 2024.

“Share Exchange” means the transactions contemplated by the Business Combination Agreement in which Braiin shareholders exchange 100% of their Braiin Shares for a pro rata portion of Northern Revival Ordinary Shares, with an aggregate value of $572million (subject to adjustment based on liabilities and cash on hand at Closing).

“Sponsor” means Northern Revival Sponsor LLC, a Cayman Islands limited liability company.

“Sponsor private placement warrants” means an aggregate of 4,553,334 warrants sold to the Sponsor in connection with our IPO in a private placement of securities at a purchase price of $1.50 per warrant.”

“Trust Account” or “Northern Revival trust account” means the trust account of Northern Revival, which holds the net proceeds of the Northern Revival IPO and the sale of the private placement warrants, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $100,000 of any remaining interest for dissolution expenses.

“Working Capital Loans” means if our Sponsor or its affiliates, or any of our officers or directors, makes any working capital loans to us, up to $1,500,000 of such loans may be converted into warrants to equivalent to the Northern Revival Warrants at a price of $1.50 per warrant, at the option of the lender. As of September30, 2023 there were no Working Capital Loans outstanding.

vii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

•the benefits of the Business Combination;

•the potential market size and the assumptions and estimates related to the Business Combination;

•the future financial and business performance of Braiin and its subsidiaries, following the Business Combination;

•general economic conditions and conditions affecting the industries in which Braiin and its subsidiaries operate;

•expansion and other plans and opportunities; and

•other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

•the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

•the ability of the parties to complete the transactions contemplated by the Business Combination in a timely manner or at all;

•the risk that the Business Combination or other business combination may not be completed by Northern Revival’s business combination deadline and the potential failure to obtain an extension of the business combination deadline;

•the outcome of any legal proceedings or government or regulatory action or inquiry that may be instituted against Northern Revival, Braiin or others following the announcement of the Business Combination and any definitive agreements with respect thereto;

•the inability to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by the shareholders of Northern Revival or Braiin;

viii

•the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement relating to the Business Combination;

•the ability to meet stock exchange listing standards following the consummation of the Business Combination;

•the effect of the announcement or pendency of the Business Combination on Braiin’s business relationships, operating results, current plans and operations of Braiin;

•the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Braiin to grow and manage growth profitably;

•the possibility that Northern Revival and/or Braiin may be adversely affected by other economic, business, and/or competitive factors;

•estimates by Northern Revival and Braiin of expenses and profitability;

•expectations with respect to future operating and financial performance and growth, including the timing of the completion of the Business Combination;

•Braiin’s ability to execute on its business plans and strategy;

•a delay in completing, or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of the shareholders of Northern Revival, a failure to satisfy other conditions to Closing in the Business Combination Agreement or some other reason;

•the inability to obtain the listing of PubCo Ordinary Shares on Nasdaq or another exchange upon the Closing or comply with its listing standards;

•the risk that the proposed Business Combination disrupts Braiin’s current plans and operations;

•factors relating to the business, operations and financial performance of Braiin; and

•other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”

ix

RISK FACTOR SUMMARY

Braiin’s business and its ability to execute its strategy, the proposed Business Combination, and any investment in the securities of PubCo after the Business Combination are subject to risks and uncertainties, many of which are beyond Braiin’s or Northern Revival’s control and will be beyond the control of PubCo. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of PubCo, including, but not limited to, the following and those discussed under “Risk Factors.

Risks Relating to Braiin’s Business

•If Braiin does not effectively manage its growth and the associated demands on its operational, risk management, sales and marketing, technology, compliance and finance and accounting resources, its business may be adversely impacted.

•Braiin’s future growth depends significantly on its marketing efforts, and if its marketing efforts are not successful, its business and results of operations will be harmed.

•Adverse economic conditions may adversely affect Braiin’s business.

•Braiin may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war or terrorism, that could disrupt its business operations, and its business continuity and disaster recovery plans may not adequately protect Braiin from a serious disaster.

•Escalating global tensions, including the conflict between Russia and Ukraine, could negatively impact Braiin.

•Acquisitions, joint ventures or other strategic transactions create certain risks and may adversely affect Braiin’s business, financial condition or results of operations.

Risk Related to the Agricultural Industry

•The overall agricultural industry is susceptible to commodity and raw material price changes.

•Any decline in agricultural production could have a material adverse effect on the market for our services and on our results of operations and financial position.

•We may have product liability claims if our agricultural products damage individuals or property and may need to recall items which do or could cause such damage.

•Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could result in significant costs that adversely impact our reputation, businesses, financial position, results of operations and cash flows.

Risks Related to the Technology Industry

•If we are unable to develop and release technology enhancements and new technologies to respond to rapid technological change, or to develop new designs and technologies for our unmanned aerial vehicles (“UAVs”) in a timely and cost-effective manner, our business, financial condition and results of operations could be harmed.

•Cyberattacks and security breaches of Braiin’s systems, or those impacting its customers or third parties, could adversely impact its brand and reputation and its business, operating results and financial condition.

•Because of the unique difficulties and uncertainties inherent in technology development, Braiin faces a risk of business failure.

•Successful technical development of Braiin’s products does not guarantee successful commercialization.

x

Risks Related to Braiin’s Intellectual Property

•Braiin’s intellectual property rights are valuable, and any inability to protect them could adversely impact Braiin’s business, operating results, and financial condition.

•In the future Braiin may be sued by third parties for alleged infringement of their proprietary rights.

•If Braiin fails to protect its intellectual property rights, it could lose its ability to compete in the marketplace.

•Other companies may claim that Braiin infringes their intellectual property, which could materially increase our costs and harm Braiin’s ability to generate future revenue and profit.

Risks Related to Legal, Compliance and Regulations

•Braiin is subject to governmental export and import controls that could impair its ability to compete in international markets due to licensing requirements and subject Braiin to liability if it is not in compliance with applicable laws.

•Braiin is subject to anti-corruption and anti-money laundering laws with respect to both its domestic and international operations, and non-compliance with such laws can subject Braiin to criminal and civil liability and harm its business.

Risks Related to Australia

•As a foreign private issuer, PubCo will be exempt from a number of rules under the Exchange Act, PubCo will be permitted to file less information with the SEC than domestic companies and permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions. Accordingly, there may be less publicly available information concerning PubCo than there is for issuers that are not foreign private issuers.

•It may be difficult to enforce a judgment in the United States against PubCo and its officers and directors, assert U.S. securities laws claims in Australia or serve process on PubCo’s officers and directors.

•Braiin may be affected by fluctuations in currency exchange rates.

Risks Relating to Northern Revival, PubCo and the Business Combination

•If Northern Revival does not consummate a business combination by the termination date of February4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), Northern Revival will have to liquidate, or seek approval of its shareholders to extend the termination date.

•Following the consummation of the Business Combination, your ability to achieve a return on your investment will depend on appreciation in the price of PubCo Ordinary Shares.

•Northern Revival will incur significant costs in connection with the Business Combination and if not consummated, Northern Revival may not have sufficient cash available to pay such costs.

•The working capital available to PubCo after the Business Combination will be reduced by any redemptions and transaction expenses in connection with the Business Combination.

•If the funds held outside of our Trust Account are insufficient to allow us to operate through the closing of the Business Combination (or our termination date or other extension of such date), our ability to complete an initial business combination may be adversely affected.

•Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.

xi

•The Sponsor and Northern Revival’s directors and officers, have conflicts of interest in determining to pursue the Business Combination with Braiin.

•There are risks to unaffiliated shareholders who become shareholders of PubCo through the Business Combination rather than acquiring securities of Braiin or Braiin directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

•The process of taking a company public by means of a special purpose acquisition company is different from an underwritten public offering and may create risks for unaffiliated investors.

•Concentration of ownership among Braiin’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

•There can be no assurance that the PubCo Ordinary Shares will be approved for listing on Nasdaq upon the Closing, or be able to comply with its listing standards.

•The ability to execute Northern Revival’s strategic plan could be negatively impacted by redemptions.

•There is no guarantee that a Northern Revival shareholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

•The Sponsor and Northern Revival’s directors, officers, advisors or their affiliates may elect to purchase Northern Revival Ordinary Shares from Northern Revival’s shareholders, which may influence a vote on a proposed business combination and reduce the public float of Northern Revival’s capital stock.

•To complete the Business Combination, management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Risks Related to Ownership of PubCo Ordinary Shares

•A market for PubCo’s securities may not develop, or suffer as a result of limited industry reports by analysts.

•Shareholders’ ownership may be diluted by the issuance of additional shares.

Risks Related to Redemption

•The amount of redemptions by Northern Revival’s shareholders is unknown and a significant amount of redemptions may harm our future economic position.

xii

QUESTIONS AND ANSWERS
FOR SHAREHOLDERS OF NORTHERN REVIVAL

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting of Northern Revival shareholders. The following questions and answers do not include all the information that is important to shareholders of Northern Revival. We urge the shareholders of Northern Revival to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:Why am I receiving this proxy statement/prospectus?

A:Northern Revival’s shareholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Business Combination Agreement, among other proposals. Upon the completion of the transactions contemplated by the Business Combination Agreement, Braiin will continue as a subsidiary of PubCo. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at Northern Revival’s Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE EXTRAORDINARY GENERAL MEETING.

Q:What proposals are shareholders of Northern Revival being asked to vote upon?

A:Shareholders of Northern Revival are being asked to vote on the following proposals:

•Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, which, among other things, provides for the Initial Merger and the Share Exchange, with Braiin becoming a direct, wholly-owned subsidiary of PubCo, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus (which we collectively refer to as the “Business Combination Proposal”);

•Proposal No. 2 — The PubCo Charter Proposal — to consider and vote upon a proposal to approve each material difference between the proposed Amended and Restated Memorandum and Articles of Association of PubCo (the “Proposed PubCo Charter”), a copy of which is attached to this proxy statement/prospectus as Annex B, and Northern Revival’s Amended and Restated Memorandum and Articles of Association (which we refer to as the “PubCo Charter Proposal”);

•Proposal No. 3 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Braiin Holdings 2023 Incentive Award Plan (the “Incentive Plan”), effective upon the consummation of the Business Combination, including the authorization of the share reserve under the Incentive Plan, in substantially the form that will be attached to this proxy statement/prospectus in an amendment (which we refer to as the “Incentive Plan Proposal”);

•Proposal No. 4 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the Extraordinary General Meeting (which we refer to as the “Adjournment Proposal”).

xiii

Q:Are the proposals conditioned on one another?

A:Yes. We refer to the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal as “Condition Precedent Proposals”. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Extraordinary General Meeting. The Condition Precedent Proposals are each conditioned on each other. If the Business Combination Proposal is not approved, the other Proposals, other than the Adjournment Proposal, will not be presented to the shareholders of Northern Revival at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination.

Q:What will happen in the Business Combination?

A:The Business Combination Agreement provides that:

(i)At the closing of the Initial Merger, Northern Revival will merge with and into PubCo, with PubCo as the surviving publicly traded entity;

(ii)Immediately prior to the effective time of the Initial Merger, the outstanding publicly traded units of Northern Revival will be separated into their component securities, consisting of (a) one Northern Revival Class A Ordinary Share and (b) one-third of one Northern Revival Warrant (each of which shall be exchanged for an equal number of PubCo Ordinary Shares and Warrants).

(iii)Prior to the Effective Time, each convertible note and simple agreement for future equity of Braiin, Braiin Shares issuable as consideration for Braiin’s purchase of PowerTec (which will not exceed 9.9% of the total number of PubCo Ordinary Shares) and Braiin Shares issuable as consideration for Braiin’s purchase of Vega (which will not exceed 9.9% of the total number of PubCo Ordinary Shares), will convert into Braiin Shares in accordance with the agreements governing such securities;

(iv)To consummate the Business Combination, Braiin will effect a share exchange in which Braiin shareholders exchange 100% of their Braiin Shares for a pro rata portion of PubCo Ordinary Shares with an aggregate value of $572million (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 of Closing;

(v)PubCo will pay the Sponsor $2.5 million to purchase all outstanding Northern Revival Private Placement Warrants originally purchased by the Sponsor for approximately $6.8 million.

For an explanation and estimate of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal — Share Exchange Consideration.”

Q:What conditions must be satisfied to complete the Business Combination?

A:In addition to approval of the Condition Precedent Proposals, there are a number of closing conditions in the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing” and “Summary of the Proxy Statement/Prospectus — The Proposals — The Business Combination Proposal.”

Q:Why is Northern Revival providing shareholders with the opportunity to vote on the Business Combination?

A:Under the Northern Revival Memorandum and Articles of Association, Northern Revival must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of Northern Revival’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. Additionally, obtaining the vote of the shareholders of Northern Revival is a condition to closing under the terms of the Business Combination Agreement.

xiv

Q:How many votes do I have at the Extraordinary General Meeting?

A:Northern Revival shareholders are entitled to one vote at the Extraordinary General Meeting for each Northern Revival Ordinary Share held of record as of , 2023, the Record Date for the Extraordinary General Meeting. As of September12, 2023 there were issued and outstanding 1,910,244 public Northern Revival Ordinary Shares, and 6,037,500 founders shares held by the Sponsor and Northern Revival officers and directors. The founder may be voted by the Sponsor, or its permitted transferees, at the Extraordinary General Meeting (unless otherwise agreed by the Sponsor).

Q:What vote is required to approve the proposals presented at the Extraordinary General Meeting?

A:The approval of each of the Business Combination Proposal, PubCo Charter Proposal and the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding Northern Revival Ordinary Shares as of the Record Date. Accordingly, a Northern Revival shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal, the PubCo Charter Proposal or the PubCo Charter Proposal because an absolute percentage of affirmative votes is required to approve these proposals, regardless of how many votes are cast.

In contrast, approval of the remaining Proposals, in each case require the affirmative vote of the holders of a majority of the Northern Revival Ordinary Shares cast by the shareholders represented in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting. Accordingly, a Northern Revival shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Northern Revival Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on these remaining Proposals.

If the Business Combination Proposal is not approved, the other Condition Precedent Proposals will not be submitted to a vote. The approval of the Condition Precedent Proposals are preconditions to the consummation of the Business Combination.

The Northern Revival Initial Shareholders, which includes our Sponsor and our directors and officers, have agreed to vote all of their founder shares and any Northern Revival equity securities that they hold in favor of the Business Combination Proposal. As a result, assuming there is a quorum at the Extraordinary General Meeting, we may not need any of our 1,910,244 public shares, to be voted in favor of the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal.

Q:What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by holders of our public shares.

Q:Did Northern Revival’s Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

A:Yes. Northern Revival’s Board obtained an opinion from Trafalgar Advisors, dated September28, 2023.

Please see the section entitled “Opinion of Financial Advisor” and the opinion of Trafalgar Advisors attached hereto as Annex C for additional information.

xv

Q:May Northern Revival, the Sponsor or Northern Revival’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:In connection with the shareholder vote to approve Proposal 1 (the Business Combination Proposal) and the other proposals Northern Revival and its affiliates may purchase shares prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. Such a purchase would be conducted in a privately negotiated purchase arrangement and include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor, Northern Revival’s directors, officers or advisors, or their affiliates reserve the right to purchase shares from holders of Northern Revival Ordinary Shares who have already elected to exercise their redemption rights, in which event such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or Northern Revival Ordinary Shares owned by the Sponsor and/or Northern Revival’s directors, officers, advisors, or their affiliates. The purpose of these purchases would be to increase the amount of cash available to Northern Revival for use in the Business Combination. None of Northern Revival, the Sponsor or Northern Revival’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Any Northern Revival Ordinary Shares purchased by the Sponsor or Northern Revival’s directors, officers or advisors, or their respective affiliates will not (i) be purchased at a price higher than the price offered through the redemption process in the Redemption, (ii) be voted in favor of the Business Combination or (iii) have redemption rights, and if such Northern Revival Ordinary shares do have redemption rights then such rights will be waived by the purchaser.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Northern Revival will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Northern Revival Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Northern Revival Ordinary Shares for which Northern Revival has received redemption requests.

Unlike our Sponsor’s and Northern Revival Initial Shareholders’ holdings currently, such newly purchased shares (if any) by those purchasers would not be subject to a lock-up period under the terms of our Sponsor Support Agreement (as defined below). However, these newly purchased shares would be subject to limitations on resale under Rule 144 of the Securities Act (“Rule 144”) as “control securities,” to the extent those shares were acquired by an affiliate of Northern Revival, unless they are registered on a subsequent registration statement filed under the Securities Act. Limitations on resale would require those affiliated purchasers of such newly purchased shares to hold them for at least one year (from the date Braiin files certain information on Form 8-K following the Closing in accordance with rules applicable to special purpose acquisition companies), assuming they are not registered on a registration statement following the Closing and Braiin has fully complied with its reporting requirements and other requirements under Rule 144. When eligible to be sold, such securities if not registered under such a registration statement would be limited by applicable requirements of Rule 144, including limitations in their manner of sale and to the volume of sales eligible under Rule 144.

Q:What constitutes a quorum at the Extraordinary General Meeting?

A:The presence, in person or by proxy, at the Extraordinary General Meeting of the holders of outstanding shares of Northern Revival representing a majority of the voting power of all outstanding shares of Northern Revival entitled to vote at such meeting shall constitute a quorum for the transaction of business. In the absence of a

xvi

quorum, the chairman of the meeting has the power to adjourn the Extraordinary General Meeting. As of the Record Date, 3,973,873 Northern Revival Ordinary Shares would be required to achieve a quorum assuming Northern Revival has 7,947,744 Northern Revival Ordinary Shares issued and outstanding.

Q:What equity stake will current shareholders of Northern Revival hold in PubCo after the Closing?

A:A. The following table sets forth the ownership percentages of PubCo upon completion of the Business Combination assuming no redemptions and maximum redemptions. Except as set forth below, the ownership percentages reflected in the table are based upon the number of Northern Revival Ordinary Shares Common outstanding as of June30, 2023 and with respect to Braiin, the number of PubCo Ordinary Shares to be issued is calculated based on the equity value of $572million less indebtedness of Braiin as of June30, 2023 and plus cash on hand as of that date.

	No Redemption Scenario(1)			Maximum Redemption Scenario(2)
	Shares	%		Shares	%
Public Shareholders	1,910,244	3	%	1,910,244	3	%
Sponsor(4)	4,537,500	7	%	4,537,500	7	%
Braiin Shareholders	57,070,383	90	%	57,070,383	90	%
Total Shares at Closing	63,518,127	100	%	63,518,127	100	%

____________

(1)The No Redemption Scenario is based on the number of shares outstanding as of the date of this proxy statement/prospectus (7,947,744 Ordinary Shares) less the 1,500,000 founders shares which the Sponsor has agreed to forfeit at Closing.

(2)The Maximum Redemption Scenario assumes the redemption of Nil public shares.

(3)For further details, see “Business Combination Proposal — Share Exchange Consideration.”

(4)Sponsor ownership reflects the 1,500,000 founder shares which the Sponsor has agreed to forfeit at Closing.

Q:What are the effective underwriting fees on a percentage basis for Northern Revival Ordinary Shares based on the level of redemptions?

A:Approximately $9.1million of deferred underwriting fees related to the IPO was conditioned upon completion of an initial business combination by Northern Revival, which fees would not have been impacted by the size of such transaction or the level of redemptions associated therewith. However, in September 2023, Oppenheimer, Stifel and William Blair resigned from their role as financial advisors to PubCo in connection with the business combination and voluntarily waived any claims to the underwriters fee in connection with the IPO and the fees previously owed to such financial advisor will not be paid or reallocated to any other advisor.

The following table illustrates the effective deferred underwriting fee on a percentage basis for Northern Revival Ordinary Shares at each redemption level identified below.

	No Redemptions Scenario*			Maximum Redemption Scenario*
Trust proceeds to PubCo**	$	20,086,041		$	20,086,041
Deferred Underwriting Fees	$	—		$	—
Effective Deferred Underwriting Fees***		0	%		0	%

____________

*Based on a redemption price at $10 per share, and assumes Nil per share in the maximum redemption scenario.

**Trust proceeds to PubCo reflects Trust Account proceeds of $20.1million after adjusting all the redemptions through December 31, 2022.

***The effective underwriting fee is calculated by dividing the IPO proceeds in dollars remaining in the Trust Account by the IPO proceeds in dollars remaining in the Trust Account.

Q:How will the Sponsor and our directors and officers vote?

A:Our Sponsor together with our Initial Shareholders including our directors and officers currently own 6,037,500 founders share equal to 75.96% of the issued and outstanding Northern Revival Ordinary Shares. The Northern Revival Initial Shareholders, which includes our Sponsor and our directors and officers, have agreed to vote all of their founder shares in favor of the Business Combination Proposal. As a result,

xvii

assuming there is a quorum at the Extraordinary General Meeting, we may not need any of our 1,910,244 public shares, to be voted in favor of the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal.

Q:What interests do Northern Revival’s current officers and directors have in the Business Combination?

A:The Sponsor, members of Northern Revival’s Board and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. These interests include, among other things:

•If we do not consummate an initial business combination by February4, 2024, the 6,037,499 Class A ordinary shares and one Class B ordinary share held by the sponsor will be worthless (as the Sponsor has waived liquidation rights with respect to such shares). Northern Revival and the Sponsor have agreed that the Sponsor will forfeit 1,500,000 founders shares in connection with the Closing leaving 4,537,500 founders shares at Closing. Based on the price of the Northern Revival Ordinary Shares as of [•], 2023 of $[•], these shares have a value of $[•] as compared to the original purchase price of $25,000.

•If we do not consummate an initial business combination by February4, 2024, the 4,553,334 private placement warrants will be worthless. Pursuant to the terms of the Business Combination Agreement, at the Closing, those warrants will be cancelled in exchange for a payment to the Sponsor of $2,500,000 as compared to the original purchase price of $6,830,001.

•In connection with the IPO, the sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of any third party for services rendered or products sold to Northern Revival or prospective target businesses with which Northern Revival has entered into certain agreements;

•All rights specified in the charter relating to the right of officers and directors to be indemnified by Northern Revival, and of Northern Revival’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after an initial business combination and, if no initial business combination is completed by February4, 2024, so that Northern Revival liquidates, Northern Revival will not be able to perform its obligations to its officers and directors under those provisions;

•None of Northern Revival’s officers or directors has received any cash compensation for services rendered to Northern Revival, and all of the current officers and directors are expected to continue to serve in their roles at least through the date of the Extraordinary General Meeting and may continue to serve following any potential initial business combination and receive compensation thereafter; and

•The sponsor and Northern Revival’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination and, if we do not consummate an initial business combination by February4, 2024, they will not have any claim against the Trust Account for reimbursement so that Northern Revival will most likely be unable to reimburse such expenses.

In light of the foregoing, the Sponsor and Northern Revival’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Braiin rather than liquidate even if (i) Braiin is a less favorable company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and Northern Revival’s directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders.

Northern Revival’s Board was aware of and considered these interests and facts, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Northern Revival’s stockholders that they approve the Business Combination.

xviii

Q:What happens if I sell my Northern Revival Ordinary Shares before the Extraordinary General Meeting?

A:The Record Date is earlier than the date of the Extraordinary General Meeting. If you transfer your Northern Revival Ordinary Shares after the Record Date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Northern Revival Ordinary Shares prior to the Record Date, you will have no right to vote those shares at the Extraordinary General Meeting.

Q:What happens if the Business Combination Proposal is not approved?

A:Pursuant to the Northern Revival Memorandum and Articles of Association, if the Business Combination Proposal is not approved and Northern Revival does not otherwise consummate an alternative business combination by February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), Northern Revival will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public shareholders.

Q:Do I have redemption rights?

A:Pursuant to the Northern Revival Memorandum and Articles of Association, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Northern Revival Memorandum and Articles of Association. As of [•], 2023, based on funds in the Trust Account of approximately $[•] on such date, the pro rata portion of the funds available in the Trust Account for the redemption of public Northern Revival Ordinary Shares was approximately $[•] per share (less taxes paid or payable). If a holder exercises its redemption rights, then such holder will be exchanging its Northern Revival Ordinary Shares for cash. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Northern Revival’s transfer agent prior to the Extraordinary General Meeting. See the question titled “How do I exercise my redemption rights?” below and the section titled “Extraordinary General Meeting of Northern Revival Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Holders of Northern Revival Warrants do not have redemption rights with respect to their Northern Revival Warrants. At the Closing of the Business Combination, the Northern Revival Warrants will be exchanged for PubCo Warrants.

Holders of our public shares who also hold Northern Revival Warrants may elect to redeem their public shares, and still retain their Northern Revival Warrants. The value of our Northern Revival Warrants based on the trading price as of [•], 2023 was $[•]. Public shareholders who redeem their Northern Revival Ordinary Shares may continue to hold any Northern Revival Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such Northern Revival Warrants, if despite such redemptions, the Business Combination was consummated. Up to 8,050,000 publicly traded Northern Revival Warrants would be retained by holders of Northern Revival public shares (assuming all such holders elected not to exercise their warrants, and assuming the Business Combination occurred despite such redemptions, thereby permitting the exercise of Northern Revival Warrants following the Closing) with an aggregate market value of $[•], based on the market price of $[•] per Northern Revival Warrant as of [•], 2023.

As indicated by the foregoing reduction in expected prices upon maximum redemptions, there are material risks relating to electing to redeem your public shares (and redemptions generally), relating to the value of your Northern Revival Warrants. For more information see “Risk Factors — Holders of Northern Revival Warrants may elect to redeem their public shares while retaining their Northern Revival Warrants, although if redemptions exceed the threshold allowable for us to consummate the Business Combination, the Northern Revival Warrants will expire worthless.”

xix

For information about the per share value of Northern Revival Ordinary Shares given different levels of redemptions, see “Questions and Answers — What equity stake will current shareholders of Northern Revival hold in Braiin after the Closing?”

If in excess of the maximum redemptions occur, and as a result we are unable to consummate the Business Combination, because your Northern Revival Warrants are only exercisable 30 days following a business combination, if we do not consummate a business combination by February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), and we are required to liquidate, your Northern Revival Warrants will not be exercisable and expire worthless.

Q:Will how I vote affect my ability to exercise redemption rights?

A:No. You may exercise your redemption rights whether or not you attend or vote your Northern Revival Ordinary Shares at the Extraordinary General Meeting, and regardless of how you vote your shares with respect to the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:How do I exercise my redemption rights?

A:In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on , 2023 (two (2) business days before the Extraordinary General Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Company (“Continental”), our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Email: mzimkind@continentalstock.com

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Northern Revival’s understanding that shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, Northern Revival does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing of the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:What are the U.S. federal income tax consequences of exercising my redemption rights?

A:In the event that a U.S. Holder (as defined below) elects to redeem its Northern Revival Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the Northern Revival Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether Northern Revival would be characterized as a passive foreign investment company (“PFIC”). Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the Northern Revival Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Northern Revival Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Northern Revival Ordinary Shares redeemed exceeds one year.

xx

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders (as defined below) will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the Northern Revival Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Considerations — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Northern Revival Ordinary Shares for cash, including with respect to Northern Revival’s potential PFIC status and certain tax implications thereof.

Additionally, because the Initial Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to Northern Revival Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.” All holders of Northern Revival Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:Will holders of Northern Revival Ordinary Shares or Northern Revival Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Initial Merger?

A:Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations,” including the application of the PFIC rules, the U.S. federal income tax consequences of the Initial Merger to U.S. Holders of Northern Revival securities (as defined below) will depend, in part, on whether the Initial Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code.

The rules under Section 368 of the Code, however, are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are out of Northern Revival’s control.

Moreover, Section 367(a) of the Code may apply to the Initial Merger if PubCo transfers the assets it acquires from Northern Revival pursuant to the Initial Merger to certain subsidiary corporations in connection with the Business Combination. Section 367(a) of the Code, and the applicable Treasury regulations promulgated thereunder, would only apply to U.S. Holders who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Business Combination (a “5 Percent Holder”) who do not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 (“GRA”), and would cause the Initial Merger to result in gain recognition (but not loss) by such 5 Percent Holders. The requirements under Section 367(a) are not discussed herein. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

If the Initial Merger does not qualify as a “reorganization”, then a U.S. Holder that exchanges its Northern Revival Ordinary Shares, or Northern Revival Warrants for the consideration under the Initial Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the Northern Revival Ordinary Shares, and Northern Revival Warrants exchanged. For a more detailed discussion of certain U.S. federal income tax consequences of the Initial Merger, see the section titled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Initial Merger to U.S. Holders” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Initial Merger.

xxi

Q:If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:No. The holders of Northern Revival Warrants have no redemption rights with respect to such warrants.

Q:Do I have appraisal rights in connection with the proposed Business Combination?

A:Northern Revival shareholders are entitled to give notice to Northern Revivial prior to the Extraordinary General Meeting that they wish to dissent to the Business Combination to the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of his or her shares of Northern Revival if they follow the procedures set out in the Companies Act. It is Northern Revival’s view that such fair market value would equal the amount which Northern Revival shareholders would obtain if they exercise their redemption rights as described herein.

Q:What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

•Northern Revival shareholders who properly exercise their redemption rights;

•certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement;

•any loans owed by Northern Revival to its Sponsor for any Northern Revival transaction expenses or other administrative expenses incurred by Northern Revival; and

•for general corporate purposes including, but not limited to, working capital for operations.

Q:What happens if the Business Combination is not consummated?

A:There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal — Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, Northern Revival is unable to complete the Business Combination or another initial business combination transaction by February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), the Northern Revival Memorandum and Articles of Association provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest not previously released to Northern Revival to pay taxes payable and up to $100,000 to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Holders of founder shares have waived any right to those shares.

In the event of liquidation, there will be no distribution with respect to Northern Revival’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q:When is the Business Combination expected to be completed?

A:The closing is expected to take place as soon as reasonably practicable after the Extraordinary General Meeting

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

xxii

Q:What will Northern Revival shareholders receive in the Business Combination?

A:Upon completion of the Business Combination, 100% of the outstanding Northern Revival Ordinary Shares (other than those the holders of which have sought redemption) will be exchanged for PubCo Ordinary Shares.

Q:If I am a Northern Revival Warrant holder, will my warrants become exercisable for PubCo Ordinary Shares if the Business Combination is consummated?

A:Upon completion of the Business Combination, all of the warrants exercisable into Northern Revival Ordinary Shares will be converted into warrants exercisable into PubCo Ordinary Shares having the same exercise price and other terms and conditions as the original warrants.

Q:If the Business Combination is completed, when can I expect to receive the PubCo Ordinary Shares for my Northern Revival Ordinary Shares?

A:After the consummation of the Business Combination, PubCo’s transfer agent will send instructions to Northern Revival security holders regarding the exchange of their Northern Revival securities for PubCo securities. Northern Revival shareholders who exercise their redemption rights must deliver their stock certificates to PubCo’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Extraordinary General Meeting.

Q:How much cash will be available to PubCo following the closing of the Business Combination, assuming maximum and no redemptions? To what extent will PubCo need to secure additional financing in connection with the Business Combination following the Business Combination?

A:Following the closing of the Business Combination, it is currently anticipated that PubCo will have available to it approximately $8.8million of cash from the Trust Account, after payment of estimated expenses and assuming no redemptions are made by Northern Revival public shareholders prior to the closing of the Business Combination, or approximately $8.8 million of cash from the Trust Account, after payment of estimated expenses, and assuming that the maximum amount of redemptions are made by Northern Revival public shareholders (assuming that such redemptions will be in an amount that satisfies the minimum cash condition) prior to the closing of the Business Combination. As of the date of this proxy statement/prospectus, the parties to the Business Combination Agreement intend to obtain additional financing with respect to PubCo. As of the date of this proxy statement/prospectus there are currently no commitments for such additional financing. In the event the maximum redemptions are in excess of the amount of redemptions necessary to satisfy the minimum cash condition, PubCo will need to raise additional capital in order to satisfy the minimum cash condition (unless waived in accordance with the Business Combination Agreement).

The Sponsor has made certain commitments regarding funding of Northern Revival. The Sponsor has agreed that it will be liable to Northern Revival, if and to the extent any claims by a vendor for services rendered or products sold to Northern Revival, or a prospective target business with which Northern Revival has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Northern Revival’s indemnity of the underwriters in its IPO against certain liabilities, including liabilities under 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. Northern Revival seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for Northern Revival’s independent registered accounting firm), prospective target businesses or other entities with which Northern Revival does business, execute agreements with Northern Revival waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

In order to meet Northern Revival’s working capital needs, the Sponsor or its affiliates, or Northern Revival’s officers and directors may, but are not obligated to, loan Northern Revival funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, and which we refer to as “Working Capital Loans.” Each such loan would be evidenced by a promissory note. The notes would be paid upon

xxiii

consummation of our initial business combination, without interest, If Northern Revival does not complete a business combination, Northern Revival may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay these loans.

There were no amounts outstanding relating to Working Capital Loans at September30, 2023. See “Certain Relationships and Related Person Transactions.”

Following the Business Combination, assuming no redemptions are made prior to the Closing, the Combined Company believes it will have enough cash on its balance sheet to finance operations. In the event of maximum redemptions (assuming that such redemptions will be in an amount that satisfies the minimum cash condition), we expect that we will need to raise additional financing prior to Closing. We expect that from time to time we may need to raise additional financing to maintain our operations, and from time to time we may wish to raise additional financing in order to take advantage of business opportunities. To the extent we need or wish to raise such additional financing, our access to commercial bank financing or the debt and equity capital markets may be limited by various factors, including the condition of overall credit and capital markets, general economic factors, the state of the industry, our financial performance, credit ratings, and other factors. Commercial credit and debt and equity capital may not be available to us on favorable terms, or at all.

Q:What do I need to do now?

A:You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:How do I vote?

A:If you were a holder of record of Northern Revival Ordinary Shares on , 2023, the Record Date, you may vote with respect to the Proposals in person at the Extraordinary General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?

A:Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal.

Abstentions will have no effect on the remaining Proposals in an Extraordinary General Meeting with a duly called quorum.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Extraordinary General Meeting, because Northern Revival does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal. At a meeting with a quorum, broker non-votes will have no effect on the vote on the remaining Proposals.

xxiv

Q:What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:Signed and dated proxies received by Northern Revival without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Extraordinary General Meeting.

Q:If I am not going to attend the Extraordinary General Meeting in person, should I return my proxy card instead?

A:Yes. Whether you plan to attend the Extraordinary General Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Northern Revival believes the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:May I change my vote after I have mailed my signed proxy card?

A:Yes. You may change your vote by sending a later-dated, signed proxy card to Northern Revival’s secretary at the address listed below so that it is received by Northern Revival’s secretary prior to the Extraordinary General Meeting or virtually attend the Extraordinary General Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Northern Revival’s secretary, which must be received by Northern Revival’s secretary prior to the Extraordinary General Meeting.

Q:Who will solicit and pay the cost of soliciting proxies?

Northern Revival will pay the cost of soliciting proxies for the Extraordinary General Meeting. Northern Revival has engaged Advantage Proxy, Inc. which we refer to as “Advantage Proxy,” to assist in the solicitation of proxies for the Extraordinary General Meeting. Northern Revival has agreed to pay Advantage Proxy a fee of $10,000, plus disbursements. Northern Revival will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. Northern Revival will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Northern Revival Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of the Northern Revival Ordinary Shares and in obtaining voting instructions from those owners. Northern Revival’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:What should I do if I receive more than one set of voting materials?

A:You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

xxv

Q:Who can help answer my questions?

A:If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the solicitation agent at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free 877-870-8565
Banks and brokers call 206-870-8565
Email: KSmith@advantageproxy.com

You may also contact us at:

Northern Revival Acquisition Corporation
4001 Kennett Pike, Suite 302
Wilmington, DE
Email: [•]

To obtain timely delivery, Northern Revival shareholders must request the materials no later than , 2023.

You may also obtain additional information about Northern Revival from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Northern Revival’s transfer agent prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Email: mzimkind@continentalstock.com

xxvi

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Extraordinary General Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

Northern Revival

Northern Revival is a special purpose acquisition company incorporated on November 4, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Northern Revival Ordinary Shares, Northern Revival Units and Northern Revival Warrants are currently quoted on Nasdaq under the symbols “NRAC”, “NRACU” and “NRACW,” respectively.

Northern Revival’s executive office is located at 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 and its telephone number is (302) 338-9130.

Braiin Holdings

Braiin Holdings Ltd. (“PubCo”) is a wholly owned subsidiary of Northern Revival and was incorporated in the Cayman Islands on July 28, 2023 for the sole purpose of the Initial Merger. Following the consummation of the Initial Merger, Northern Revival will have merged with and into PubCo, with PubCo as the surviving publicly traded entity.

Sponsor

Northern Revival Sponsor LLC, a Cayman Islands limited liability company, is the sponsor of Northern Revival and currently, together with the Initial Shareholders and our officer and directors, owns approximately 75.96% of the issued and outstanding Northern Revival Ordinary Shares.

Braiin Limited

Braiin is a limited company that was incorporated under the laws of Australia on July4, 2022. Braiin is a pioneering technology company specializing in cutting-edge solutions across diverse domains. Braiin currently operates through its wholly owned subsidiary, Raptor300, Inc. (“Raptor”) and, following the consummation of the Business Combination, will also operate through PowerTec and Vega, which will be its wholly-owned subsidiaries. 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 believes that it has a 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, 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.

The mailing address and telephone of the principal executive offices of Braiin until the consummation of the Business Combination are 283 Rokeby Road, Subiaco, Western Australia 6008, +61 412 474 180.

PowerTec is a wireless technology developer and integrator servicing Australia, New Zealand, South Asia, and Pacific Islands. PowerTec specializes in advanced telecommunications systems and provides comprehensive consulting and engineering services for all things wireless, including management of the project lifecycle from design, development, procurement, manufacturing, through to post-production verification and maintenance. On May11, 2023, Braiin entered into a share sale agreement with PowerTec (the “PowerTec Agreement”). Pursuan to the PowerTec Agreement, following the effectiveness of this proxy statement/prospectus and receipt of pre-approval from Nasdaq of PubCo’s Ordinary Shares to be issued in connection with the Business Combination to be listed on Nasdaq, but prior to the Closing, Braiin will acquire 100% of the issued shares in PowerTec from PowerTec’s shareholders in exchange for an aggregate amount of 2,077,050 Braiin Shares. Following the consummation of the transactions contemplated by the PowerTec Agreement, PowerTec will be a wholly-owned subsidiary of Braiin.

1

Vega is an agriculture technology company specializing in providing blockchain, AI, and coding language services to farmers. On July11, 2023, Vega entered into a binding heads of agreement contract with Exato Technologies Pvt Ltd (“Exato” pursuant to which Vega will acquire 100% of the shares of Exato. Additionally, on September12, 2023, Vega entered into a binding heads of agreement contract with Nisus Australia Pty Ltd and Nisus Payroll Pty Ltd (together, “Nisus”), pursuant to which Vega will acquire 100% of the shares of the Nisus. On September16, 2023, Braiin entered into a binding heads of agreement contract with Vega (the “Vega Agreement”). Pursuant to the Vega Agreement, following the effectiveness of this proxy statement/prospectus and receipt of pre-approval from Nasdaq of PubCo’s Ordinary shares to be issued in connection with the Business Combination to be listed on Nasdaq, but prior to the Closing, Braiin will acquire 100% of the issued shares in Vega Global Technologies Pty Ltd from Vega Global Technologies Pty Ltd’s shareholders in exchange for an aggregate amount of shares equal to US $120million. Following the consummation of the transactions contemplated by the Vega Agreement, Vega will be a wholly-owned subsidiary of Braiin.

The Business Combination

On October1, 2023, we entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”) by and among Northern Revival, Northern Revival Sponsor LLC (the “Sponsor”), Braiin Limited, an Australian public company limited by shares (“Braiin”), Braiin Holdings Ltd., a Cayman Islands exempted company (“PubCo”), 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 Northern Revival and Braiin (the “Business Combination”) will be effected in two steps: (i) subject to the approval and adoption of the Business Combination Agreement by the shareholders of Northern Revival, Northern Revival will merge with and into PubCo with PubCo remaining as the surviving publicly traded entity (the “Initial Merger”); and (ii) a share exchange in which Braiin shareholders exchange 100% of their Braiin Shares for a pro rata portion of Ordinary Shares, par value $1.00 per share, of PubCo (the “PubCo Ordinary Shares”) with an aggregate value of $572million (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 of Closing. 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”) and Vega Global Technologies Pty Ltd., an Australian agricultural technology company (“Vega”). Following the Share Exchange, Braiin will continue as a subsidiary of PubCo. We refer to PubCo after giving effect to the Business Combination, as “New Braiin.”

The Business Combination Agreement provides that:

(i)prior to the effective time of the Business Combination (the “Effective Time”), each convertible note and simple agreement for future equity of Braiin and Braiin Shares issuable as consideration for Braiin’s purchase of PowerTec (which will not exceed 9.9% of the total outstanding PubCo ordinary shares following the Business Combination (the “PubCo Ordinary Shares”)) and approximately [•] Braiin Shares issuable as consideration for Braiin’s purchase of Vega (which will not exceed 9.9% of the total number of PubCo Ordinary Shares), will convert into Braiin Shares in accordance with the agreements governing such securities;

(ii)prior to the Effective Time, Northern Revival will merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity;

(iii)at the Effective Time, each outstanding Braiin Share will be exchanged for a pro rata portion of PubCo Ordinary Shares; and

(iv)at the Closing, PubCo will pay the Sponsor $2.5million to purchase all outstanding PubCo warrants (the “Private Placement Warrants”), originally purchased by the Sponsor for approximately $6.8million simultaneously with the closing of Northern Revival’s initial public offering (“IPO”).

Northern Revival Extraordinary General Meeting

Northern Revival is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its Board for use at the Extraordinary General Meeting to be held on , 2023, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about , 2023. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the Extraordinary General Meeting.

2

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be virtually held at 10:00 a.m. Eastern Time on , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The Extraordinary General Meeting can be accessed via live webcast by visiting , where you will be able to listen to the meeting live and vote during the meeting.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you owned Northern Revival Ordinary Shares as of the close of business on 2023, which is the Record Date for the Extraordinary General Meeting. You are entitled to one vote for each share of Northern Revival Ordinary Shares that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 7,947,744 Northern Revival Ordinary Shares issued and outstanding. Northern Revival’s public shareholders currently own approximately 1,910,244 Northern Revival Ordinary Shares, equal to approximately 24% of issued and outstanding Northern Revival Ordinary Shares, and our Initial Shareholders including our Sponsor and directors and officers currently own approximately 6,037,500 founders share equal to 76% of issued and outstanding Northern Revival Ordinary Shares. Northern Revival does not expect to issue any shares of ordinary shares on or before the Record Date.

Registering for the Extraordinary General Meeting

Pre-registration for virtual attendance at the Extraordinary General Meeting is recommended but is not required in order to attend through the following website: [•]

Any shareholder wishing to attend the virtual meeting should register for the meeting by , 2023. To register for the Extraordinary General Meeting, please follow these instructions as applicable to the nature of your ownership of our ordinary shares:

•If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only Extraordinary General Meeting, go to [], enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number.

•Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

A quorum of Northern Revival shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if a majority of the ordinary shares outstanding and entitled to vote at the Extraordinary General Meeting is represented in person (including by virtual attendance) or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding Northern Revival Ordinary Shares as of the Record Date. Accordingly, a Northern Revival shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

3

The approval of the remaining Proposals (consisting of the PubCo Charter Proposal, the Incentive Plan Proposal and the Adjournment Proposal) requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Extraordinary General Meeting. Accordingly, a Northern Revival shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting or the failure of a Northern Revival shareholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that shareholder’s shares not being counted towards the number of Northern Revival Ordinary Shares required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the PubCo Charter Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Abstentions of persons appearing at the Extraordinary General Meeting likewise will also have no effect on the outcome of these proposals.

The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal) are approved at the Extraordinary General Meeting. The Adjournment Proposal is not a Condition Precedent Proposal for consummation of the Business Combination, and the Adjournment Proposal does not require the approval of any other proposal to be effective.

It is important for you to note that in the event that the Business Combination Proposal and the other Condition Precedent Proposals do not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public shareholders.

The Proposals

The Business Combination Proposal

On October1, 2023, Northern Revival entered into the Amended and Restated Business Combination Agreement by and among Northern Revival, the Sponsor, PubCo, Braiin and certain Braiin shareholders.

The Business Combination Agreement provides that a business combination between Northern Revival and Braiin will be effected in two steps: (i) subject to the approval and adoption of the Business Combination Agreement by the shareholders of Northern Revival, Northern Revival and PubCo will consummate the Initial Merger; and (ii) following the Initial Merger, PubCo and Braiin’s shareholders will consummate the Share Exchange in which Braiin shareholders exchange 100% of their Braiin Shares for a pro rata portion of PubCo Shares with an aggregate value of $572million. 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 of Closing. The transactions contemplated by the Business Combination Agreement we refer to herein as the “Business Combination.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Share Exchange Consideration

Subject to the terms and conditions set forth in the Business Combination Agreement:

(i)prior to the Effective Time, each convertible note and simple agreement for future equity of Braiin, and Braiin Shares issuable as consideration for Braiin’s purchase of PowerTec (which will not exceed 9.9% of the total number of PubCo Ordinary Shares) and Braiin Shares issuable as consideration for Braiin’s purchase of Vega (which will not exceed 9.9% of the total number of PubCo Ordinary Shares), will convert into Braiin Shares in accordance with the agreements governing such securities;

(ii)Braiin shareholders will exchange 100% of their Braiin Shares for a pro rata portion of PubCo Ordinary Shares with an aggregate value of $572million (the “Share Exchange”). The number of shares to be issued will be based upon a per share value of $10.00; and

(iii)PubCo will pay the Sponsor $2.5 million to purchase all outstanding Northern Revival Private Placement Warrants originally purchased by the Sponsor for approximately $6.8 million.

4

As Northern Revival does not, and PubCo will not, have any outstanding preference shares, and is anticipated to have no outstanding preference shares at the Effective Time, no exchange of preference shares is expected to occur at the Effective Time.

Closing Conditions and Termination Rights

In addition to the approval of the Proposals at the Extraordinary General Meeting, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite shareholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Closing.”

The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of Braiin and Northern Revival, or by Braiin or Northern Revival acting alone, in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the section titled “The Business Combination Proposal — Business Combination Agreement — Termination.”

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

The PubCo Charter Proposal

Assuming the Business Combination Proposal is approved, in connection with the Business Combination, Northern Revival is proposing that its shareholders approve each material difference between the proposed Amended and Restated Memorandum and Articles of Association of PubCo (the “Proposed PubCo Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and Northern Revival’s Amended and Restated Memorandum and Articles of Association.

The Incentive Plan Proposal

Northern Revival is asking its shareholders to approve the Incentive Plan, including the authorization of the share reserve under the Incentive Plan equal to ten percent (10%) of the aggregate number of PubCo Ordinary Shares issued and outstanding immediately after the Closing, which will become effective upon the Closing of the Business Combination. The Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, stock units, stock appreciation rights, restricted stock awards, other stock-based awards and cash-based awards. Incentive stock options (“ISOs”) may be granted only to PubCo’s employees, including officers, and the employees of PubCo’s subsidiaries. All other stock awards may be granted to PubCo’s employees, officers, PubCo’s non-employee directors, and consultants and the employees and consultants of Braiin’s subsidiaries and affiliates.

A summary of the Incentive Plan will be set forth by amendment in the “Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Incentive Plan will be attached to this proxy statement/prospectus by amendment.

The Adjournment Proposal

Northern Revival is proposing that its shareholders approve and adopt a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies or if Northern Revival is unable to consummate the Business Combination for any reason.

Fairness Opinion

In connection with its approval of the Business Combination and the Business Combination Agreement, the Board received the opinion of Trafalgar Advisors that the consideration to be paid was fair to shareholders from a financial point of view. A copy of this opinion is include as Annex C hereto. A summary of the analyses of Trafalgar in reaching this opinion, together with all assumptions related thereto is set forth in “The Business Combination Proposal — Opinion of Financial Advisor.”

5

Recommendation to Northern Revival Shareholders

After careful consideration, our Board has concluded that the Business Combination is in the best interests of Northern Revival’s shareholders. Our directors believe that the proposals being presented at the Extraordinary General Meeting are in the best interests of Northern Revival’s shareholders, and they recommend that Northern Revival’s shareholders vote FOR each of the proposals.

The existence of financial and personal interests of one or more of Northern Revival’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Northern Revival and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Northern Revival’s officers and directors have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “— Interests of Northern Revival’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Interests of Northern Revival’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of our Board in favor of the proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. These interests include, among other things:

•If we do not consummate an initial business combination by February4, 2024, the 6,037,499 Class A ordinary shares and one Class B ordinary share held by the sponsor will be worthless (as the Sponsor has waived liquidation rights with respect to such shares). Northern Revival and the Sponsor have agreed that the Sponsor will forfeit 1,500,000 founders shares in connection with the Closing leaving 4,537,500 founders shares at Closing. Based on the price of the Northern Revival Ordinary Shares as of [•], 2023 of $[•], these shares have a value of $[•] as compared to the original purchase price of $25,000.

•If we do not consummate an initial business combination by February4, 2024, the 4,553,334 private placement warrants will be worthless. Pursuant to the terms of the Business Combination Agreement, at the Closing, those warrants will be cancelled in exchange for a payment to the Sponsor of $2,500,000.

•In connection with the IPO, the sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of any third party for services rendered or products sold to Northern Revival or prospective target businesses with which Northern Revival has entered into certain agreements;

•All rights specified in the charter relating to the right of officers and directors to be indemnified by Northern Revival, and of Northern Revival’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after an initial business combination and, if no initial business combination is completed by February4, 2024, so that Northern Revival liquidates, Northern Revival will not be able to perform its obligations to its officers and directors under those provisions;

•None of Northern Revival’s officers or directors has received any cash compensation for services rendered to Northern Revival, and all of the current officers and directors are expected to continue to serve in their roles at least through the date of the Extraordinary General Meeting and may continue to serve following any potential initial business combination and receive compensation thereafter; and

•The sponsor and Northern Revival’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination and, if we do not consummate an initial business combination by February4, 2024, they will not have any claim against the Trust Account for reimbursement so that Northern Revival will most likely be unable to reimburse such expenses.

In light of the foregoing, the Sponsor and Northern Revival’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Braiin rather than liquidate even if (i) Braiin is a less favorable company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and Northern Revival’s directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders.

6

Northern Revival’s Board was aware of and considered these interests and facts, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Northern Revival’s stockholders that they approve the Business Combination.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of the Sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands and applicable law. Given the substantial target universe considered by Northern Revival’s management team, Northern Revival’s Board did not believe that the other fiduciary duties or contractual obligations of Northern Revival’s officers and directors materially affected Northern Revival’s ability to source a potential business combination. Northern Revival’s Board considered the factors supporting, and risks and uncertainties related to, a business combination with Braiin as set forth above under “Summary of the Proxy Statement/Prospectus — Northern Revival Board’s Reasons for the Business Combination,” and did not believe that such other fiduciary duties or contractual obligations impacted such consideration.

Braiin Shareholder Approval

The approval of the Share Exchange as part of the Business Combination and related transactions by a unanimous vote of the shareholders of Braiin is a condition to consummation of the Business Combination, according to the Business Combination Agreement. This vote requires the affirmative votes of the holders of 100% of the Braiin Shares.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the other documents referred to herein, for a discussion of factors, including the risks to holders of Northern Revival Ordinary Shares who do not redeem in connection with the Extraordinary General Meeting, you should consider carefully before making an investment decision.

Accounting Treatment for the Business Combination

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Northern Revival will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Braiin issuing shares at the closing of the Business Combination for the net assets of Northern Revival as of the closing date, accompanied by a recapitalization. The net assets of Northern Revival will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of fair value of PubCo Ordinary Shares issued over the fair value of Northern Revival’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain U.S. federal income tax considerations in connection with the Business Combination, please see section entitled “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus.

Northern Revival Appraisal Rights

Northern Revival shareholders are entitled to give notice to Northern Revivial prior to the Extraordinary General Meeting that they wish to dissent to the Business Combination to the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of his or her shares of Northern Revival if they follow the procedures set out in the Companies Act. It is Northern Revival’s view that such fair market value would equal the amount which Northern Revival shareholders would obtain if they exercise their redemption rights as described herein.

7

Redemption Rights

In connection with the Business Combination, holders of Northern Revival Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Northern Revival Memorandum and Articles of Association. As of [•], 2023, the pro rata portion of the funds available in the Trust Account for the public shares was approximately $[•] per share (less taxes paid or payable). If a holder exercises its redemption rights, then such holder will be exchanging its Northern Revival Ordinary Shares for cash and will no longer own Northern Revival Ordinary Shares and will not participate as a future shareholder of the Combined Company. Our public shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their ordinary shares for cash. This means that public shareholders who hold Northern Revival Ordinary Shares on or before , 2023 (two (2) business days before the Extraordinary General Meeting) will be eligible to elect to have their Northern Revival Ordinary Shares redeemed for cash in connection with the Extraordinary General Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Extraordinary General Meeting. To redeem their Northern Revival Ordinary Shares for cash, holders of Northern Revival Ordinary Shares must demand Northern Revival convert their public shares into cash and tender their shares to Northern Revival’s transfer agent in accordance with the procedures described herein. See the section entitled “Extraordinary General Meeting of Northern Revival Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal) are approved at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Directors and Officers of PubCo following the Business Combination

Upon the Closing, PubCo’s board of directors will consist of five directors, all of which will be designated by Braiin. At least three directors are required to be independent directors under Nasdaq rules. Upon the Closing, PubCo’s board of directors will be divided into three classes and will have staggered three-year terms.

PubCo’s directors and executive officers upon consummation of the Business Combination, and their ages, as of the date of this proxy statement/prospectus, are expected to be as follows:

Name	Age	Position
Natraj Balasubramanian	52	Chief Executive Officer, Director
Darren McVean	46	Chief Information Officer, Director
Jay Stephenson	[56]	Chief Financial Officer
[•]	[•]	[•]
[•]	[•]	[•]
[•]	[•]	[•]
[•]	[•]	[•]

For more information on the new directors and management of PubCo, see “Management of PubCo After the Business Combination.”

Listingof PubCo’s Securities

It is anticipated that PubCo Ordinary Shares will be traded on Nasdaq under the symbol “[•]” and the PubCo Warrants will be traded on Nasdaq under the symbol “[•]” following the closing of the Business Combination.

8

SELECTED HISTORICAL FINANCIAL INFORMATION OF BRAIIN

The following tables present Braiin’s summary consolidated financial data. We present our consolidated financial statements in accordance with IFRS. The summary historical consolidated statement of comprehensive income for the six months ended December 31, 2022 and 2021 and for the fiscal years ended June 30, 2022 and 2021 and the summary consolidated statement of financial position as of December 31, 2022, June 30, 2022 and June 30, 2021 have been derived from our consolidated financial statements, which are included elsewhere in this proxy statement/prospectus. Our consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and include, in our opinion, all adjustments, consisting only of normal recurring adjustments that we consider necessary for the fair statement of the financial information set forth in those statements. Our historical results for any prior period are not necessarily indicative of results expected in any future period and the results for the six months ended December 31, 2022 or any other interim period are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2023 or any other period.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Braiin’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

STATEMENT OF COMPREHENSIVE INCOME

	Braiin Ltd.				Raptor300, Inc.,
	Six Months Ended December 31,				Year Ended June 30,
	2022		2021		2022		2021
Income	—		—		—		—
Expenses
Administrative expenses	15,604		—		14,845		—
Audit fees	76,567		—		—		—
Professional and legal fees	100,348		—		67,355		—
Depreciation and amortization	21,493		753		8,919		1,917
Interest expense	2,340		367		694		1,382
Loss on foreign currency exchange	(137	)	—		7,832		—
Fair value movement on financial instrument derivatives	(9,871	)	—		—		—
Other expenses	6,305		—		2,126		—
Total expenses	(212,649	)	(1,120	)	101,771		3,299
Loss before income tax expense	(212,649	)	(1,120	)	(101,771	)	(3,299	)
Income tax	—		—		—		—
Loss after tax from continuing operations	(212,649	)	(1,120	)	(101,771	)	(3,299	)
Foreign currency translation	(6,355	)	1,132		(829	)	154
Total comprehensive loss for the year	(219,004	)	12		(102,599	)	(3,145	)

STATEMENT OF FINANCIAL POSITION

	Braiin Ltd.		Raptor300, Inc.,
	As of December 31, 2022		As of June 30,
			2022		2021
Total assets	840,832		661,379		9,889
Total liabilities	1,418,804		1,020,988		266,899
Net liabilities	(577,972	)	(359,609	)	(257,010	)
Total equity	(577,972	)	(359,609	)	(257,010	)

STATEMENT OF CASH FLOWS

	Braiin Ltd.			Raptor300, Inc.,
	Six Months Ended December 31,			Year Ended June 30,
	2022		2021	2022		2021
Net cash used in operating activities	(116,372	)	—	(93,661	)	(1,228	)
Net cash used in investing activities	(83,525	)	—	(61,777	)	—
Net cash generated by financing activities	312,831		150,081	752,188		1,272

9

SELECTED HISTORICAL FINANCIAL INFORMATION OF NORTHERN REVIVAL

The following selected statements of operations data for the years ended December 31, 2022 and 2021 and balance sheet data as of December 31, 2022 and 2021 have been derived from Northern Revival’s audited financial statements appearing elsewhere in this proxy statement/prospectus.

The following selected statements of operations data for the six months ended June 30, 2023 and 2022 and balance sheet data as of June 30, 2023 have been derived from Northern Revival’s unaudited financial statements appearing elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the selected data presented below in conjunction with the section of this proxy statement/prospectus titled “Northern Revival’s Management Discussion and Analysis of Financial Condition and Results of Operations” and Northern Revival’s financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus.

Statement of Operations Data	For the Year Ended December 31, 2022		For the Year Ended December 31, 2021		Six Months Ended June 30,
					2023			2022
General and Administrative Expenses	1,508,654		1,321,717		$	1,514,981		$	620,580
Loss from Operations	(1,508,654	)	(1,321,717	)		(1,514,981	)		(620,580	)
Other Income/Expense	9,883,565		10,745,789			985,568			6,222,009
Net Income (Loss)	8,374,911		9,424,072			(529,413	)		5,601,429
Weighted average shares outstanding of redeemable Class A Ordinary Shares, Basic and Diluted	24,150,000		21,900,411			5,753,331			24,150,000
Basic and Diluted net income (loss) per share	0.28		0.34			(0.04	)		0.19
Weighted average share outstanding of non-redeemable Class A Ordinary Shares – Basic and Diluted						2,935,359			—
Basic and Diluted net income (loss) per share	0.28					(0.04	)		—
Weighted average shares outstanding of Class B ordinary shares, basic	6,037,500		5,964,154			3,102,141			6,037,500
Basic net income (loss) per share, Class B ordinary shares	0.28		0.34			(0.04	)		0.19
Weighted average shares outstanding of Class B ordinary shares, diluted	6,037,500		6,037,500			3,102,141			6,037,500
Diluted net income per share, Class B ordinary shares	0.28		0.34			(0.04	)		0.19

Balance Sheet Data	As of December 31, 2022			As of December 31, 2021			As of June 30, 2023
Working Capital	$	1,525		$	1,047,310		$	(2,013,456	)
Investment Held in Trust Account	$	245,009,717		$	241,526,002		$	26,198,728
Total Assets	$	245,094,305		$	242,693,187		$	26,541,660
Total Liabilities	$	10,838,361		$	16,812,154		$	13,308,452
Shareholders’ Deficit	$	(10,653,773	)	$	(15,618,967	)	$	(12,865,520	)

10

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

PubCo is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Braiin and Northern Revival to give effect to the Business Combination and related transactions.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined statement of financial position as of December 31, 2022 combines the historical statement of financial position of Northern Revival and the historical statement of financial position of Braiin on a pro forma basis as if the Business Combination and related transactions had been consummated on December 31, 2022.

The following unaudited pro forma combined statements of operations for the six months ended December 31, 2022 and the twelve months ended June 30, 2022 combines the historical unaudited condensed consolidated statement of operations and other comprehensive income of Braiin for the six months ended December 31, 2022 and the historical audited consolidated statement of profit and loss and other comprehensive income of Braiin for the twelve months ended June 30, 2022 with Northern Revival’s unaudited financial results for the six months ended December 31, 2022 and for the twelve months ended June 30, 2022. The unaudited pro forma combined statements of operations are prepared on basis as if the Business Combination and related transactions had been consummated on July1, 2021.

Braiin and Northern Revival have different fiscal years. Braiin’s fiscal year ends on June 30, whereas Northern Revival’s fiscal year ends on December 31. Northern Revival’s unaudited financial results for the six months ended December 31, 2022 have been derived from removing its results of operations for the six months ended June 30, 2022 derived from its unaudited statement of operations for the six months ended June 30, 2022 from its audited statement of operations for the twelve months ended December 31, 2022. Northern Revival’s unaudited financial results for the twelve months ended June 30, 2022 have been derived from (i) its unaudited statement of operations for the six months ended June 30, 2022 and (ii) its audited statement of operations from January 1 to December 31, 2021 removing its results of operations for the period from January 1 through June 30, 2021 derived from its unaudited statement of operations for the period from January 1 to June 30, 2021.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with Northern Revival’s and Braiin’s audited financial statements and related notes, as applicable, and the sections titled “Northern Revival’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Braiin’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Proposed Transactions

On March 20, 2023, Northern Revival, Braiin, PubCo and Northern Revival Sponsor LLC (Sponsor) entered into the Business Combination Agreement which was amended and restated in its entirety effective October1, 2023. Pursuant to the terms, and subject to the conditions, contained in the Business Combination Agreement, the Parties to the Business Combination Agreement will affect the following transactions:

1.Prior to the Closing, Northern Revival will merge with and into PubCo with PubCo surviving;

2.At the Closing, PubCo shall repurchase all of the Sponsor Private Placement Warrants held by the Sponsor for an amount equal to the $2,500,000.

11

3.Prior to the Effective Time, all Braiin Convertible Securities outstanding shall be converted into Company Shares in accordance with the agreements governing such Braiin Convertible Securities.

4.Immediately prior to the Effective Time, the Sponsor shall surrender 1,500,000 founders shares.

5.PubCo will purchase from the Braiin shareholders, all of the issued and outstanding shares and any other equity interests in or of Braiin in exchange for newly issued PubCo Ordinary Shares, as a result of which:

a.each issued and outstanding Class A ordinary share of Northern Revival immediately prior to the Initial Merger Effective Time shall be converted automatically into the right of the holder thereof to receive one (1) ordinary share of PubCo, following which the Class A ordinary shares shall cease to be outstanding and shall automatically be cancelled; and

b.prior to the Effective Time, any remaining Class B Ordinary Shares that are issued and outstanding as of such time shall automatically convert in accordance with the terms of the Northern Revival’s Organizational Documents into one (1) Acquiror Class A Ordinary Share

6.On the first business day following the effective time of the Initial Merger, PubCo will acquire all of the Company Shares in consideration for the issuance of PubCo ordinary shares to the Company shareholders (the “PubCo Ordinary Shares”) on a pro rata basis (the “Share Acquisition”, and together with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Proposed Transactions”).

Acquisition of PowerTec

Pursuant to the Share Sale Agreement between Braiin and PowerTec (the “PowerTec SSA”), prior to the Closing, Braiin will acquire all of the outstanding shares of PowerTec in exchange for Braiin Ordinary Shares, which, upon exchange for PubCo Ordinary Shares at $10.00, will be equal to $[•].

The PowerTec SSA contains customary representations and warranties and covenants for transactions of its size and structure. The Share Sale Agreement also contains customary closing conditions, as well as the conditions that (i) the Form F-4 filed in connection with the Business Combination be declared effective by the SEC, (ii) Nasdaq provides preliminary approval for listing of the PubCo Ordinary Shares, and (ii) that the Business Combination is consummated prior to February 4, 2023.

Acquisition of Vega

Pursuant to the Share Sale Agreement between Braiin and Vega (the “Vega SSA”), prior to the Closing, Braiin will acquire all of the outstanding shares of Vega in exchange for Braiin Ordinary Shares, which, upon exchange for PubCo Ordinary Shares at $10.00, will be equal to $120,000,000.

The Vega SSA contains customary representations and warranties and covenants for transactions of its size and structure. The Share Sale Agreement also contains customary closing conditions, as well as the conditions that (i) the Form F-4 filed in connection with the Business Combination be declared effective by the SEC and (ii) Nasdaq provides preliminary approval for listing of the PubCo Ordinary Shares.

Accounting for the Proposed Transactions

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Northern Revival will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Braiin issuing shares at the closing of the Business Combination for the net assets of Northern Revival as of the closing date, accompanied by a recapitalization. The net assets of Northern Revival will be stated at historical cost, with no goodwill or other intangible assets recorded.

12

Braiin has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•Braiin’s shareholders will have the largest voting interest in PubCo under both the no redemption and maximum redemption scenarios;

•The board of directors of the combined company has five members, and Braiin has the ability to nominate the majority of the members of the board of directors;

•Braiin’s senior management is the senior management of the combined company;

•The business of Braiin will comprise the ongoing operations of PubCo; and

•Braiin is the larger entity, in terms of substantive operations and employee base.

The Business Combination, which is not within the scope of IFRS 3 since Northern Revival does not meet the definition of a business in accordance with IFRS3, is accounted for within the scope of IFRS 2. Any excess of fair value of PubCo Ordinary Shares issued over the fair value of Northern Revival’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. The unaudited pro forma condensed combined financial information assumes that public warrants will be accounted for as liabilities in accordance with IAS 32 following consummation of the Business Combination and, accordingly, would be subject to ongoing mark-to-market adjustments through the statement of operations.

Acquisition of Powertec and Nisus Australia Pty Ltd, Nisus Payroll and Exato Technologies Pty Ltd (Collectively referred to as Vega)

The management of Braiin has concluded that the Initial Merger represents a business combination pursuant to IFRS3, Business Combinations. For accounting purposes, Braiin has been determined to be the accounting acquirer based upon the terms of the Initial Merger. The Initial Merger will be accounted using the acquisition method of accounting for business combinations under the guidance of IFRS 3. Accordingly, Braiin will record the identified acquired tangible and intangible assets and liabilities at their fair value as of the Initial Merger closing date.

The Management has estimated the preliminary purchase price because it has not yet completed an external valuation analysis of the fair market value of Powertec’s and Vega assets to be acquired and liabilities to be assumed. As a result, management has estimated the allocation of the preliminary purchase price for Powertec’s and Vega assets and liabilities. This preliminary purchase price allocation has been used to prepare the pro forma adjustments in the unaudited pro forma condensed combined balance sheets and income statements. The final purchase price allocation, fair value of the acquired assets and liabilities and any other studies and calculations deemed necessary have not yet been completed. The final purchase consideration and purchase price allocation could differ materially from the preliminary purchase price and purchase price allocation used to prepare the pro forma financial statement and related adjustments. Also effecting the determination of the final purchase price and its allocation are the results of changes to assets and liabilities and to the ultimate purchase consideration, caused by operations during the intervening period to the closing of the Initial Merger.

Basis of Pro Forma Presentation

Northern Revival’s historical consolidated financial statements were prepared in accordance with U.S. GAAP and presented in USD. Braiin’s historical consolidated financial statements were prepared in accordance with IFRS and presented in USD. The Pro Forma Financial Information includes adjustments to convert the financial information of Northern Revival from U.S. GAAP to IFRS as well as reclassifications to conform Northern Revival’s historical accounting presentation to Braiin’s accounting presentations.

13

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by Northern Revival’s public shareholders of Northern Revival Class A Ordinary Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account:

•Assuming No Redemptions:    This presentation assumes that no public shareholders of Northern Revival exercise redemption rights with respect to their public shares for a pro rata share of cash in the Trust Account.

•Assuming Maximum Redemptions:    This presentation assumes that Nil Northern Revival Class A Ordinary Shares are redeemed in connection with the Northern Revival Share Redemptions. This scenario gives effect to Northern Revival Share Redemptions of Nil shares for aggregate redemption payments of Nil at a redemption price of approximately Nil per share based on the investments held in the Trust Account as of December31, 2022. The Business Combination Agreement includes as a condition to closing the Business Combination that, at Closing, PubCo will receive aggregate transaction proceeds of $15.0 million comprising (i) the cash held in the Trust Account after giving effect to the Northern Revival Shareholder Redemption

The foregoing scenarios are for illustrative purposes only as the actual number of redemptions by Northern Revival’s public shareholders is unknowable prior to the Northern Revival shareholder vote with respect to the Business Combination. Accordingly, the actual financial position and results of operations may differ significantly from the pro forma amounts presented herein.

14

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF December 31, 2022
(US$ in thousands)

	Braiin (IFRS Historical) (Includes Raptor)	Northern Revival Acquisition Corporation (US GAAP)	Powertec	Nisus Australia Pty Ltd	Nisus Payroll (Related Entity)	Exato Technologies Pty Ltd	Remove pre-merger goodwill, net intangible assets, and equity balances	Consideration		IFRS Policy and Presentation Alignment		Transaction Accounting Adjustments (Assuming No Redemptions)			Pro Forma Combined (Assuming No Redemptions)	Additional transaction Accounting Adjustments (Assuming Max Redemptions)		Pro Forma Combined (Assuming Max Redemptions)
Assets
Property, plant and equipment	63	—	1,451	—	—	58									1,572			1,572
Loan receivable	—		1,938												1,938			1,938
Intangible assets	84	—	—					37,049							37,133			37,133
Other non current assets	1														1			1
Investments held in Trust Account	—	245,010	—									(20,086	)	A	—			—
												(224,924	)	N
Non-current assets	148	245,010	3,388	—	—	58									40,643			40,643
Loans and receivables		—	—	513											513			513
Non-financial assets		—	—							43					43			43
Other current assets	—		18	644	9	—									672			672
Inventory	—		8,867												8,867			8,867
Trade and other receivables	12		3,679	—	—	3,349									7,040			7,040
Cash and cash equivalents	680	42	23	332	271	155		(2,025	)			20,086		A	8,865	—	L	8,865
												(1,068	)	C
												(2,500	)	E
												(3,125	)	D
												(4,006	)	M
Prepaid expenses	—	43	—							(43	)				—			—
Current assets	692	85	12,587	1,489	280	3,504									25,999			25,999
TOTAL ASSETS	840	245,094	15,976	1,489	280	3,562									66,642			66,642

15

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)
AS OF December 31, 2022
(US$ in thousands)

	Braiin (IFRS Historical) (Includes Raptor)		Northern Revival Acquisition Corporation (US GAAP)		Powertec	Nisus Australia Pty Ltd	Nisus Payroll (Related Entity)	Exato Technologies Pty Ltd	Remove pre-merger goodwill, net intangible assets, and equity balances		Consideration	IFRS Policy and Presentation Alignment		Transaction Accounting Adjustments (Assuming No Redemptions)			Pro Forma Combined (Assuming No Redemptions)		Additional transaction Accounting Adjustments (Assuming Max Redemptions)		Pro Forma Combined (Assuming Max Redemptions)
LIABILITIES AND EQUITY
Share capital	4		—		43	0	0	2	(46	)	43,776			191		G	43,977				43,977
														6		I
Share premium	—		—		—									0		B	76,930		—	L	76,930
														(2,272	)	E			—	K
														19,795		F
														(10,654	)	J
														59,852		K
														1,159		H
														(6	)	I
														9,056		C
Class A ordinary Shares	—		—		—									191		F	—
														(191	)	G
Class B ordinary Shares	—		1		—									(0	)	B	—
														(0	)	G
Additional paid-in-Capital	—		—														—
Accumulated loss	(582	)	(10,654	)	7,049	742	7	909	(8,707	)				10,654		J	(67,565	)	—	K	(67,565	)
														(59,852	)	K
														(3,125	)	D
														(4,006	)	M
Equity	(578	)	(10,654	)	7,092	742	7	911									53,342				53,342
Commitments and Contingencies
Class A ordinary shares subject to redemption	—		244,910		—							(244,910	)				—

16

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)
AS OF December 31, 2022
(US$ in thousands)

	Braiin (IFRS Historical) (Includes Raptor)	Northern Revival Acquisition Corporation (US GAAP)	Powertec	Nisus Australia Pty Ltd	Nisus Payroll (Related Entity)	Exato Technologies Pty Ltd	Remove pre-merger goodwill, net intangible assets, and equity balances	Consideration	IFRS Policy and Presentation Alignment		Transaction Accounting Adjustments (Assuming No Redemptions)			Pro Forma Combined (Assuming No Redemptions)	Additional transaction Accounting Adjustments (Assuming Max Redemptions)	Pro Forma Combined (Assuming Max Redemptions)
LIABILITIES:
Loan payable	164		267	620	—	1,706								2,757		2,757
SAFE agreements	—		—								—			—		—
Deferred legal fees	—	1,068	—								(1,068	)	C	—		—
Deferred underwriting commissions	—	9,056	—								(9,056	)	C	—		—
Financial liabilities	1,159										(1,159	)	H	—		—
Derivative warrant liabilities	—	631	—								(228	)	E	403		403
Lease liability	2	—	—	—	—	—								2		2
Ordinary shares subject to possible redemption	—	—	—						244,910		(19,986	)	F	—		—
											(224,924	)	N
Non-current liabilities	1,325	10,755	267	620	—	1,706								3,162		3,162
Accounts payable	—	19	—	—	—	—			(19	)				—		—
Accrued expenses	—	5	—						(5	)				—		—
Due to related party	—	59	—											59		59
Trade and other payables	92	—	5,974						24					6,090		6,090
Convertible Notes	—	—	—											—		—
Lease liability	1	—	—	—	—	—								1		1
Other current liabilities	—	—	2,643	127	273	945								3,988		3,988
Current liabilities	93	83	8,617	127	273	945								10,138		10,138
Total liabilities	1,418	10,838	8,884	747	273	2,651								13,300		13,300
TOTAL LIABILITIES AND EQUITY	840	245,094	15,976	1,489	280	3,562								66,642		66,642

17

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED December 31, 2022
(US$ in thousands)

	Braiin (IFRS Historical) (Includes Raptor)		Northern Revival Acquisition Corporation (US GAAP)		Powertec (IFRS Historical)		Nisus Australia Pty Ltd		Nisus Payroll (Related Entity)		Exato Technologies Pty Ltd		IFRS Policy and Presentation Alignment	Transaction Accounting Adjustments			Pro Forma Combined (Assuming No Redemptions)		Additional transaction Accounting Adjustments (Assuming Max Redemptions)	Pro Forma Combined (Assuming Max Redemptions)
Revenue	—		—		18,500		3,802		3,234		4,570						30,105			30,105
Cost of goods sold	—		—		(12,113	)	0		(3,234	)	(3,583	)					(18,930	)		(18,930	)
Gross profit	—		—		6,386		3,802		0		987						11,175			11,175
Administrative expenses	(16	)	(888	)	(6,172	)								180		(CC)	(6,895	)		(6,895	)
Professional and legal fees	(177	)	0		(406	)	0		0		(6	)					(589	)		(589	)
Depreciation	(21	)	0		(9	)	(2	)	0		0						(32	)		(32	)
Finance costs	(2	)	0		(150	)	0		0		0						(152	)		(152	)
Other expenses	(6	)	0		(785	)	(3,440	)	(38	)	(592	)					(4,862	)		(4,862	)
Expense on acquisition	0
Change in derivative liability	10
Change in fair value of derivative warrant liabilities	0		521		0		0		0		0			192		(BB)	713			713
Income from investments held in Trust Account	0		3,141		0		0		0		0			(3,141	)	(AA)	0			0
Other income	0		0		0		3		21		43
Operating loss before tax	(213	)	2,773		(1,135	)	362		(18	)	433						(642	)		(642	)
Income tax benefit/(expense)	0		0		0		0		0		(0	)					(0	)		(0	)
Other comprehensive income/(loss)	(6	)	0		(129	)	0		(0	)	(1	)					(136	)		(137	)
Net (loss)/income for the period and total comprehensive loss	(219	)	2,773		(1,264	)	362		(18	)	432						(779	)		(779	)
Net (loss)/income per share – basic	(8.52	)			(123.12	)	3,623.53		(147.58	)	2.16
Net (loss)/income per share – diluted					(85.30	)
Net (loss)/income per share – A class –basic and diluted			0.11
Net (loss)/income per share – B class – basic and diluted			0.46
Pro forma weighted average ordinary shares outstanding – basic and diluted																	63,518,126.95			63,518,127
Pro forma net (loss)/income per share – basic and diluted																	(0.01	)		(0.01	)

18

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED June 30, 2022
(US$ in thousands)

	Raptor (IFRS Historical)		Northern Revival Acquisition Corporation (US GAAP)		Powertec (IFRS Historical)		Nisus Australia Pty Ltd		Nisus Australia Pty Ltd		Exato Technologies Pty Ltd		IFRS Policy and Presentation Alignment	Transaction Accounting Adjustments (Assuming No Redemptions)			Pro Forma Combined (Assuming No Redemptions)		Additional Transaction Accounting Adjustments (Assuming Max Redemptions)		Pro Forma Combined (Assuming Max Redemptions)
Revenue	—		—		28,303		5,971		4,836		7,099						46,209				46,209
Cost of goods sold	—		—		(17,552	)	—		—		(5,917	)					(23,469	)			(23,469	)
Gross profit	—		—		10,751		5,971		4,836		1,182						22,740				22,740
Administrative expenses	(15	)	(1,442	)	—												(1,337	)			(1,337	)
														(60	)	(BB)			—	(BB)
														180		(DD)
Professional and legal fees	(67	)	—		—		—		—		(15	)					(82	)			(82	)
Depreciation	(9	)	—		(532	)	(2	)	—		(22	)					(565	)			(565	)
Rent	—		—		(343	)	—		—		(21	)					(364	)			(364	)
Finance costs	(1	)					—		—		(118	)					(119	)			(119	)
Loss on foreign currency exchange	(8	)
Other expenses	(2	)	—		(10,229	)	(5,399	)	(4,876	)	(579	)					(21,086	)			(21,086	)
Change in fair value of derivative warrant liabilities	—		9,602		—		—		—		—			3,492		(CC)	13,094				13,094
Change in fair value of FPA	—		—		—		—		—		—						—				—
Income from investments held in Trust Account	—		351		—		—		—		—			(351	)	(AA)	—				—
Other income					3,459		4		50		14						3,527				3,527
Operating loss before tax	(102	)	8,511		3,106		573		10		441						15,808				12,281
Income tax benefit/(expense)	—		—		(753	)	—		—		—						(753	)			—
Other comprehensive income/(loss)	(1	)	—		(74	)	0		0		2						(73	)			(73	)
Net loss for the period and total comprehensive loss	(103	)	8,511		2,279		573		10		443			3,261			14,982				12,208
Net (loss)/income per share – basic	(34.20	)			221.97		5,732.97		83.80		2.21
Net (loss)/income per share – diluted					153.79
Net (loss)/income per share – A class – basic and diluted			0.39
Net (loss)/income per share – B class – basic and diluted			1.43
Pro forma weighted average ordinary shares outstanding – basic and diluted																	63,518,126.95				63,518,126.95
Pro forma net (loss)/income per share – basic and diluted																	0.24				0.19

19

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The unaudited pro forma condensed combined statement of financial position as of December 31, 2022 combines the historical statement of financial position of Northern Revival Acquisition Corporation and the historical statement of financial position of Braiin, on a pro forma basis as if the Business Combination and related transactions had been consummated on December 31, 2022. The unaudited pro forma condensed combined statement of operations for the six months ended December 31, 2022 and for the year ended June 30, 2022 combines the historical statements of operations of Northern Revival and Braiin for such period on a pro forma basis as if the Business Combination and related transactions had been consummated on July 1, 2021 the beginning of the earliest period presented. These periods are presented on the basis that Braiin is the accounting acquirer.

The historical financial information of Braiin was derived from Braiin’s unaudited condensed financial statements as of December 31, 2022 and for the six months ended December 31, 2022 and Braiin’s audited financial statements as of June 30, 2022 and for the year ended June 30, 2022, included elsewhere in this proxy statement/prospectus. The historical financial information of Northern Revival was derived from Northern Revival Acquisition Corporation financial statements as of December 31, 2022 and for the six months ended December 31, 2022 and Northern Revival Acquisition Corporation audited financial statements as of December 31, 2022 and for the period from January 1, 2021 through December 31, 2021 included elsewhere in this proxy statement/prospectus. Such unaudited interim financial information has been prepared on a basis consistent with the audited financial statements of Braiin and Northern Revival Acquisition Corporation, respectively, and should be read in conjunction with the interim unaudited historical financial statements and audited historical financial statements and related notes, each of which is included elsewhere in this proxy statement/prospectus. This information should be read together with Braiin’s and Northern Revival’s audited financial statements and related notes, the sections titled “Northern Revival’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Braiin’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The historical financial statements of Braiin have been prepared in accordance with IFRS as issued by the IASB and in its presentation and reporting currency of the United States Dollars ($). The historical financial statements of Northern Revival have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) in its presentation and reporting currency of United States dollars ($).

The historical financial statements of Powertec, Nisus Australia Pty Ltd, Nisus Payroll and Exato Technologies Pty Ltd have been prepared in accordance with IFRS as issued by the IASB and in its presentation and reporting currency of the Australian dollars (A$).

The financial statements of these entities have been translated into United States dollars for the purposes of presentation in the unaudited pro forma condensed combined financial information (“As Converted”) using the exchange rates shown below. Foreign exchange differences arising on translation are recognized directly in the statement of operations in other comprehensive income and within the accumulated loss balance in the balance sheet.

•at the period end exchange rate as of December31, 2022 of A$1.00 to $0.675 for the unaudited pro forma condensed combined balance sheet;

•the average exchange rate for the period from July1, 2022 through December31, 2022 of A$1.00 to $0.694 or the unaudited pro forma condensed combined statement of operations for six months ended December31, 2022; and,

•the average exchange rate for the period from July1, 2021 through June30, 2022 of A$1.00 to $0.725 for the unaudited pro forma condensed combined statement of operations for the year ended June30, 2022.

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of PubCo after giving effect to the Business Combination. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

20

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Braiin management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Braiin believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to Braiin’s management at this time and that the pro form adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Braiin and Northern Revival.

The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the pro forma adjustments as based on the statutory rate in effect for the historical periods presented. Braiin’s management believes this unaudited pro forma condensed combined financial information to not be meaningful given the pro forma combined entity incurred significant cumulative net losses during the historical periods presented, resulting in the Company concluding that any deferred taxes recognized would not be probable of being realized per IAS 12.

Note 2 — IFRS Policy and Presentation Alignment

The historical financial information of Northern Revival Acquisition Corporation has been adjusted to give effect to the differences between US GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. The only adjustment required to convert Northern Revival Acquisition Corporation financial statements from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information was to reclassify Northern Revival’s ordinary shares subject to redemption to non-current financial liabilities under IFRS 2.

Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align Northern Revival’s historical financial information in accordance with the presentation of Braiin’s historical financial information.

Note 3 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statement of financial position as of December 31, 2022 are as follows:

A.Reflects the liquidation and reclassification of $20million of investments held in the Trust Account to cash and cash equivalents that becomes available following the Business Combination

B.Reflects the cancellation of 1,500,000 Northern Revival Class B Ordinary Shares.

C.Reflects the waiver of deferred underwriting commissions and settlement of deferred legal fees.

D.Represents preliminary estimated transaction costs expected to be incurred by Braiin of approximately $3million, for advisory, banking, printing, legal, and accounting fees incurred as part of the Business Combination.

E.Reflects the purchase of 4,553,334 private warrants valued at $0.23million as of December31, 2022 upon consummation of the Business Combination for $2.5million

F.Represents the reclassification of the redeemable ordinary shares.

21

G.Represents the exchange of Northern Revival Acquisition Corporation’s 1,910,244 Class A Ordinary Shares and 4,537,500 founders shares into 6,447,744 PubCo Ordinary Shares.

H.Represents the conversion of convertible notes and SAFE Notes into Braiin’s ordinary shares.

I.Represents the exchange of Braiin’s ordinary shares into PubCo Ordinary Shares.

J.Reflects the elimination of Northern Revival Acquisition Corporation historical accumulated deficit.

K.Represents the preliminary estimated expense recognized, in accordance with IFRS2, for the excess of the fair value of PubCo Ordinary Shares issued over the fair value of Northern Revival Acquisition Corporation identifiable net assets at the date of the Business Combination, resulting in a $60million increase to accumulated loss assuming no redemptions and maximum redemptions, respectively.

L.Reflects the maximum redemption of Nil shares.

M.Represents preliminary estimated transaction costs expected to be incurred by Northern Revival Acquisition Corporation of approximately $4million for legal and advisory fees incurred as part of the Business Combination.

N.Adjustment to reflect the known class A share redemptions.

O.Reflects the cash to be received from sponsor.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended December 31, 2022.

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended December 31, 2022 are as follows:

(AA) Represents the elimination of interest income generated from the Trust Account for the period from July1, 2022 through December31, 2022.

(BB) Reflects pro forma adjustment to eliminate the change in fair value of derivative private warrant liabilities

(CC) Represents pro forma adjustment to eliminate historical expenses related to Northern Revival Acquisition Corporation’s office space, utilities, and secretarial and administrative services pursuant to the Administrative Services Agreement, which will terminate upon the consummation of the Business Combination

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended June 30, 2022.

(AA) Represents the elimination of interest income generated from the Trust Account for the period from July1, 2021 through June30, 2022.

(BB) Represents $60million of expense recognized assuming no redemptions and maximum redemptions, respectively, in accordance with IFRS2, for the excess of the fair value of PubCo Shares and PubCo Public Warrants issued over the fair value of Northern Revival Acquisition Corporation’s identifiable net assets, as described in (K). These costs are a nonrecurring item.

(CC) Reflects pro forma adjustment to eliminate the change in fair value of derivative private warrant liabilities

(DD) Represents pro forma adjustment to eliminate historical expenses related to Northern Revival Acquisition Corporation’s office space, utilities, and secretarial and administrative services pursuant to the Administrative Services Agreement, which will terminate upon the consummation of the Business Combination

22

Note 4 — Net Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since July 1, 2021. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented.

	For the Six Months Ended December 31, 2022
	Assuming No Redemptions		Assuming Maximum Redemptions
	(US$ in 000s, except share and per share data)
Numerator:
Pro forma net loss	(778.67	)	(779.41	)
Denominator:
Braiin Shareholders(1)	57,070,383		57,070,383
Northern Revival Acquisition Corporation shareholders	1,910,244		1,910,244
Sponsor	4,537,500		4,537,500
Total weighted average shares outstanding – basic and diluted	63,518,127		63,518,127
Net loss per share – basic and diluted	(0.012	)	(0.012	)

____________

(1)Number of shares issued to Braiin shareholders is calculated at $10 per share based on the Equity value of $572million adjusted for indebtedness and available cash.

	For twelve months Ended June 30, 2022
	Assuming No Redemptions	Assuming Maximum Redemptions
	(US$ in 000s, except share and per share data)
Numerator:
Pro forma net profit/(loss)	14,982	12,208
Denominator:
Braiin Shareholders	57,070,383	57,070,383
Northern Revival Acquisition Corporation shareholders	1,910,244	1,910,244
Sponsor	4,537,500	4,537,500
Total weighted average shares outstanding – basic and diluted	63,518,127	63,518,127
Net profit per share – basic and diluted	0.236	0.192

23

COMPARATIVE SHARE INFORMATION

The following table sets forth summary historical comparative share information for each of Braiin and Northern Revival, and unaudited pro forma consolidated per share information of Braiin after giving effect to the Business Combination and the related transactions summarized above in the section entitled “Unaudited Pro Forma Consolidated Financial Information.” Assuming two redemption scenarios as follows:

•Assuming No Redemptions:    This scenario assumes that no shares of Northern Revival Ordinary Shares are redeemed from the Northern Revival shareholders.

•Assuming Maximum Redemptions:    This scenario assumes that approximately Nil shares of Northern Revival Acquisition Corporation Ordinary Shares are redeemed, resulting in an aggregate payment of Zero million out of the Trust Account.

The pro forma book value information reflects the Business Combination and the related transactions summarized above as if they had occurred on December 31, 2022. The weighted average shares outstanding and net loss per share information reflects such transactions as if they had occurred on June 1, 2022.

This information is only a summary and should be read in conjunction with the historical financial statements of Braiin and Northern Revival and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Braiin and Northern Revival is derived from, and should be read in conjunction with, the unaudited pro forma consolidated financial information and related notes included elsewhere in this proxy statement/prospectus in the section entitled “Unaudited Pro Forma Consolidated Financial Information.”

The unaudited pro forma consolidated per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the Business Combination had been completed as of the date indicated or will be realized upon the completion of the Business Combination.

	Braiin		NorthernRevival	Assuming No Redemption		Assuming Maximum Redemption
Book value per share(1)	(22.48	)	4.9	0.84		0.84
Net loss per share:
Six months ended December 31, 2022
Basic	(9	)	0.11	(0.01	)	(0.01	)
Diluted				(0.012	)	(0.012	)
Weighted average shares outstanding	25,708		1,910,244	63,518,127		63,518,127

____________

(1)As of December 31, 2022. Book value per share is calculated as (a) total shareholders’ equity (Braiin) or shareholders’ equity (deficit) (Northern Revival) divided by (b) shares outstanding classified in equity and including Northern Revival Ordinary Shares subject to possible redemption.

24

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of Braiin, in which event the market price of PubCo Ordinary Shares could decline, and you could lose part or all of your investment.

Risks Relating to Braiin

Risks Relating to Braiin’s Business and Industry

If Braiin does not effectively manage its growth and the associated demands on its operational, risk management, sales and marketing, technology, compliance and finance and accounting resources, its business may be adversely impacted.

Braiin will experience recent significant growth through its acquisition of PowerTec and Vega. These acquisitions make Braiin’s business more complex by expanding the services it offers. To effectively manage and capitalize on Braiin’s growth, it must continue to expand its information technology and financial, operating, and administrative systems and controls, and continue to manage headcount, capital, and processes efficiently. Braiin’s continued growth could strain its existing resources, and it could experience ongoing operating difficulties in managing its business as it expands across numerous jurisdictions, including difficulties in hiring, training, and managing an employee base. Failure to scale and preserve Braiin’s company culture with growth could harm its future success, including its ability to retain and recruit personnel and to effectively focus on and pursue its corporate objectives. If Braiin does not adapt to meet these evolving challenges, or if its management team does not effectively scale with its growth, Braiin may experience erosion to its brand, the quality of its products and services may suffer, and its company culture may be harmed. Moreover, the failure of Braiin systems and processes could undermine its ability to provide accurate, timely, and reliable reports on its financial and operating results, including the financial statements provided herein, and could impact the effectiveness of its internal controls over financial reporting. In addition, Braiin’s systems and processes may not prevent or detect all errors, omissions, or fraud, though Braiin has experienced no such material errors, omissions or fraud in the past. For example, Braiin’s employees may fail to identify transaction errors or fraudulent information provided by its customers. Any of the foregoing operational failures could lead to noncompliance with laws, loss of operating licenses or other authorizations, or loss of relationships that could substantially impair or even suspend company operations.

Braiin intends to continue to develop its technology. Successful implementation of this strategy may require significant expenditures before any substantial associated revenue is generated and Braiin cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Braiin’s growth may not be sustainable and depends on its ability to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and revenue from both new and existing customers.

A customer’s use of Braiin’s services may decrease for a variety of reasons, including the customer’s level of satisfaction with its products and services, the expansion of business to offer new products and services, the effectiveness of its support services, the pricing of its products and services, the pricing, range and quality of competing products or services, the effects of global economic conditions, regulatory limitations, trust, or perception and interest in our products and services. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching service providers, especially for larger customers.

Any failure by Braiin to retain existing customers, attract new customers, and increase revenue from both new and existing customers could materially and adversely affect its business, financial condition, results of operations and prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of Braiin’s processes, and other investments and innovations.

25

Braiin’s future growth depends significantly on its marketing efforts, and if its marketing efforts are not successful, its business and results of operations will be harmed.

Braiin has dedicated some, and intends to significantly increase, resources to marketing efforts. Braiin’s ability to attract and retain customers depends in large part on the success of these marketing efforts and the success of the marketing channels it uses to promote its products and services. Braiin’s marketing channels include, but are not limited to, social media, traditional media such as the press, online affiliations, search engine optimization, search engine marketing, and offline partnerships.

While Braiin’s goal remains to increase the strength, recognition and trust in its brand by increasing its customer base and expanding its products and services, if any of its current marketing channels becomes less effective, if Braiin is unable to continue to use any of these channels, if the cost of using these channels was to significantly increase or if Braiin is not successful in generating new channels, it may not be able to attract new customers in a cost-effective manner or increase the use of its products and services. If Braiin is unable to recover its marketing costs through increases in the size, value or other product selection and utilization, it could have a material adverse effect on its business, financial condition, results of operations, cash flows and future prospects.

Adverse economic conditions may adversely affect Braiin’s business.

Braiin’s performance is subject to general economic conditions, and their impact on the industries in which Braiin operates, as well as its customers. Australia, the United States and other key European and other international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy. The impact of general economic conditions on Braiin’s business is highly uncertain and dependent on a variety of factors, including market activity, global economic trends, and other events beyond Braiin’s control. Geopolitical developments, such as trade wars and foreign exchange limitations can also increase the severity and levels of unpredictability globally and increase the volatility of global financial markets. To the extent that conditions in the general economic markets materially deteriorate, Braiin’s ability to attract and retain customers may suffer.

Braiin may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war or terrorism, that could disrupt its business operations, and its business continuity and disaster recovery plans may not adequately protect Braiin from a serious disaster.

Natural disasters or other catastrophic events may also cause damage or disruption to Braiin’s operations, international commerce, and the global economy, and could have an adverse effect on its business, operating results, and financial condition. Braiin’s business operations are subject to interruption by natural disasters, fire, power shortages, and other events beyond its control.

In addition, Braiin’s global operations expose it to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause its operating results to suffer. For example, the events like the COVID-19 pandemic and/or the precautionary measures that Braiin has adopted in the past or may adopt in the future have resulted, and could result in the future, in difficulties or changes to Braiin’s customer support, or create operational or other challenges, any of which could adversely impact its business and operating results.

Further, war, acts of terrorism, labor activism and other geopolitical unrest could cause disruptions in Braiin’s business or the businesses of its partners or the economy as a whole. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, Braiin may be unable to continue its operations and may endure system interruptions, reputational harm, delays in development of its products and services, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on its future operating results.

Escalating global tensions, including the conflict between Russia and Ukraine, could negatively impact Braiin.

The ongoing conflict between Russia and Ukraine has led to disruption, instability and volatility in global markets and industries that could negatively impact Braiin’s operations. The Australian government and other governments in jurisdictions in which Braiin operates have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls. The impact of these measures, as well as potential responses to them by Russia, is currently unknown and they could adversely affect Braiin’s business, partners or customers.

26

Acquisitions, joint ventures or other strategic transactions create certain risks and may adversely affect Braiin’s business, financial condition or results of operations.

Acquisitions, partnerships and joint ventures are part of Braiin’s growth strategy. Braiin evaluates and expects in the future to evaluate potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. Braiin may not be successful in identifying acquisition, partnership and joint venture targets. In addition, Braiin may not be able to successfully finance or integrate any businesses, services or technologies that it acquires or with which it forms a partnership or joint venture.

Braiin may not be able to identify suitable acquisition candidates or complete acquisitions in the future, which could adversely affect its future growth; or businesses that it acquires may not perform as well as expected or may be more difficult or expensive to integrate and manage than expected, which could adversely affect Braiin’s business and results of operations. In addition, the process of integrating these acquisitions may disrupt Braiin’s business and divert its resources.

In addition, acquisitions outside Braiin’s current operating jurisdictions often involve additional or increased risks including, for example:

•Managing geographically separated organizations, systems and facilities;

•integrating personnel with diverse business backgrounds and organizational cultures;

•complying with foreign regulatory requirements;

•fluctuations in exchange rates;

•enforcement and protection of intellectual property in some foreign countries;

•difficulty entering new foreign markets due to, among other things, customer acceptance and business knowledge of these new markets; and

•general economic and political conditions.

These risks may arise for a number of reasons: Braiin may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; Braiin may face competition for acquisitions from other potential acquirers; Braiin may need to borrow money or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to Braiin; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for Braiin to complete acquisitions; Braiin may incur unforeseen obligations or liabilities in connection with acquisitions; Braiin may need to devote unanticipated financial and management resources to an acquired business; Braiin may not realize expected operating efficiencies or product integration benefits from an acquisition; Braiin could enter markets where it has minimal prior experience; and it may experience decreases in earnings as a result of non-cash impairment charges.

Braiin cannot ensure that any acquisition, partnership or joint venture it makes will not have a material adverse effect on its business, financial condition and results of operations.

Risk Related to the Agricultural Industry

The overall agricultural industry is susceptible to commodity and raw material price changes.

Prices for agricultural commodities and their byproducts are often volatile and sensitive to local and international changes in supply and demand caused by a variety of factors, including general economic conditions, farmer planting and selling decisions, government agriculture programs and policies, global and local inventory levels, demand for biofuels, weather and crop conditions, food safety concerns, government regulations, and demand for and supply of, competing commodities and substitutes. As a result, Braiin may not be able to anticipate or react to changing costs by adjusting its practices, which could cause its operating results to deteriorate. Braiin may engage in hedging or other financial transactions to mitigate these risks. If these efforts are not successful, it could materially affect Braiin’ business, operating results and prospects and cause the value of its securities to decline.

27

The agricultural industry is highly seasonal, which may cause Braiin’s sales and operating results to fluctuate significantly.

The sale of plant and seed products is dependent upon growing and harvesting seasons, which vary from year to year and across geographies as a result of weather-related shifts in planting schedules and purchase patterns of farmers. Seasonality in the seed industry is expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability for Braiin’s business and may be further impacted by climate change.

Seasonality also relates to the limited windows of opportunity that farmers have to complete required tasks at each stage of crop cultivation. Weather and environmental conditions and natural disasters, such as heavy rains, hurricanes, hail, floods, tornadoes, freezing conditions, excessively hot or cold weather, drought or fire, affect decisions by farmers about the types and amounts of seeds to plant and the timing of harvesting and planting such seeds. Should adverse conditions occur during key growing and harvesting seasons, such conditions could substantially impact demand for agricultural inputs. Any delayed or cancelled orders as a result of such conditions would negatively affect the quarter in which they occur and cause fluctuations in Braiin’s operating results.

Any decline in agricultural production could have a material adverse effect on the market for our services and on our results of operations and financial position.

Conditions in the agricultural industry will significantly impact demand for our products. The agricultural industry has contracted in recent periods, and can be affected by a number of factors, including weather patterns and field conditions, current and projected agricultural inventories and prices, domestic and international demand for agricultural products and governmental policies regarding trade in agricultural products. Governmental policies, including farm subsidies and commodity support programs, as well as increases in costs of agricultural production and the prices at which agricultural goods may be sold, may also directly or indirectly influence the demand for our services.

We may have product liability claims if our agricultural products damage individuals or property and may need to recall items which do or could cause such damage.

If our products or services are used for an application they are not intended for, become adulterated or mislabeled we may need to recall such products. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of confidence in our products, which could have an adverse effect on our business, results of operations and financial condition and the value of our brands.

Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could result in significant costs that adversely impact our reputation, businesses, financial position, results of operations and cash flows.

International, federal, state, territorial, provincial and local laws and regulations relating to environmental, health and safety matters affect us in several ways in light of the ingredients that are used in our services. The failure by one of our partners to obtain or the cancellation of any such registration, or the withdrawal from the marketplace of such pesticides, could have an adverse effect on our businesses, the severity of which would depend on the products involved, whether other products could be substituted and whether our competitors were similarly affected.

In addition, the end user application or use of certain pesticide products is regulated by various international, federal, state, provincial and local environmental and public health agencies. Although we strive to educate the end user with such laws and regulations, we may be unable to prevent violations of these or other laws and regulations from occurring. Even if we are able to comply with all applicable laws and regulations and obtain all necessary registrations and licenses, the pesticides or other products we distribute, could be alleged to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances. The costs of compliance, noncompliance, investigation, remediation, combating reputational harm or defending civil or criminal proceedings, products liability, personal injury or other lawsuits could have a material adverse impact on our reputation, businesses, financial position, results of operations and cash flows.

28

Risks Related to Technology

If we are unable to develop and release technology enhancements and new technologies to respond to rapid technological change, or to develop new designs and technologies for our UAVs in a timely and cost-effective manner, our business, financial condition and results of operations could be harmed.

The market for our technologies and services is characterized by rapid technological change, new technology introductions and enhancements, changes in technologies, changing customer demands and evolving industry standards. Our competitors may develop or acquire alternative and competing technologies, which could allow them to create new and disruptive space imaging and analytics technologies or other associated remote sensing technologies, including to supplement existing mature technologies like satellites and UAVs introduction of new technologies can quickly make existing technologies obsolete and unmarketable. Designing and building UAVs is an inherently complex and technologically demanding endeavor. Due to this complexity, it can take a long time and require significant research and development expenditures to develop and test new or enhanced features. In addition, if the components we use to manufacture our UAVs were to become obsolete due to technological change or other factors, it could lead to obsolescence of our UAVs, which may lead to asset impairment charges. Further, it takes significant time to manufacture new components; if any of our UAVs were to become obsolete, we may experience delays in building new UAVs, which could harm our growth prospects and business. Moreover, the complexity of developing and deploying new technologies makes it difficult for us to predict how long it may take for such updates to be ready and available to be sold to customers. As a result, the amount of time it takes to develop such updates could be substantially longer than we initially anticipated.

The success of any enhancements or improvements to our technologies and services depends on several factors, including timely completion, successful manufacturing and deployment of our UAVs, competitive pricing, adequate quality testing and overall market acceptance. We cannot be sure that we will succeed in developing, marketing and delivering on a timely and cost-effective basis enhancements or improvements to our technologies that respond to technological change or new customer requirements or demands, nor can we be sure that any such enhancements or improvements will achieve market acceptance. Any new technologies that we develop may not be introduced in a timely or cost-effective manner, including compared to competing technologies that are more mature, may contain errors or defects or may not achieve the broad market acceptance necessary to generate sufficient revenue. We have experienced technical failures in our flight operations in the past and may experience more in the future. New features, technology and functionalities for our UAVs may also result in loss of other benefits or characteristics of our service. For example, the addition of incremental sensors on our UAVs may reduce their amount of station keeping time due to the additional weight of each sensor, which could harm their market acceptance. The development and deployment of new technologies requires a substantial outlay of capital and could also increase costs associated with customer support and customer success as demand for these services increase. This increase in cost could negatively impact our profit margins, including our gross margin. Moreover, even if we introduce new technologies, we may experience a decline in revenue, gross profit and gross margin of our existing technologies that is not offset by revenue from the new technologies. Further, we may introduce new technologies that customers do not find useful and we may also discontinue certain technologies or increase the price or price structure for our technologies. In addition, we may lose existing customers who choose a competitor’s technologies rather than migrate to our new technologies. This could result in a temporary or permanent revenue shortfall and adversely affect our business.

Cyberattacks and security breaches of Braiin’s systems, or those impacting its customers or third parties, could adversely impact its brand and reputation and its business, operating results and financial condition.

Braiin’s business involves the collection, storage, processing and transmission of confidential information, customer, employee, service provider and other personal data, as well as information required to access customer assets. Any actual or perceived security breach of Braiin or its third-party partners may:

•harm its reputation and brand;

•result in its systems or services being unavailable and interrupt its operations;

•result in improper disclosure of data and violations of applicable privacy and other laws;

•result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory and financial exposure;

29

•cause Braiin to incur significant remediation costs;

•lead to theft of irretrievable loss of its or its customers’ assets;

•reduce customer confidence in, or decreased use of, its products and services;

•divert the attention of management from the operation of its business;

•result in significant compensation or contractual penalties from Braiin to its customers or third parties as a result of losses to them or claims by them; and

•adversely affect its business and operations results.

Further, any actual or perceived breach or cybersecurity attack directed at other similar institutions, whether or not Braiin is directly impacted, could lead to a general loss of customer confidence in the use of its technology, which could negatively impact Braiin including the market perception of the effectiveness of its security measures and technology infrastructure.

An increasing number of organizations, including large businesses, technology companies and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile applications, and infrastructure. Attacks upon systems across a variety of industries are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on Braiin’s systems or those of its third-party service providers or partners. Certain types of cyberattacks could harm Braiin even if its systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of Braiin’s systems to a hacker, while others may aim to introduce computer viruses or malware into Braiin’s systems with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and Braiin may not be able to implement adequate preventative measures.

Although Braiin does not have a past history of material security breaches or cyberattacks, and does not believe it is a target of such breaches or attacks, Braiin has developed systems and processes designed to protect the data it manages, prevent data loss and other security breaches, effectively respond to known and potential risks. Braiin expects to continue to expend significant resources to bolster these protections, but there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result, Braiin’s costs and the resources it devotes to protecting against these advanced threats and their consequences may increase over time.

Although Braiin maintain insurance coverage that it believes is adequate for its business, it may be insufficient to protect Braiin against all losses and costs stemming from security breaches, cyberattacks, and other types of unlawful activity, or any resulting disruptions from such events. Outages and disruptions of Braiin’s systems, including any caused by cyberattacks, may harm our reputation and Braiin’s business, operating results, and financial condition.

Because of the unique difficulties and uncertainties inherent in technology development, Braiin faces a risk of business failure.

Potential investors should be aware of the difficulties normally encountered by companies developing new technology and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of new technology with limited personnel and financial means. These potential problems include, but are not limited to, unanticipated technical problems that extend the time and cost of product development, or unanticipated problems with the operation of Braiin’s technology or that with which Braiin is licensing that also extend the time and cost of product development.

30

Successful technical development of Braiin’s products does not guarantee successful commercialization.

Braiin may successfully complete the technical development for one or all of its product development programs, but still fail to develop a commercially successful product for a number of reasons, including among others the following:

•Competing products;

•Ineffective distribution and marketing;

•Lack of sufficient cooperation from its partners; and

•Demonstrations of the products not aligning with or meeting customer needs.

Braiin’s success in the market for the products it develops will depend largely on its ability to prove its products’ capabilities. Upon demonstration, Braiin’s products and/or technology may not have the capabilities they were designed to have or that Braiin believed they would have. Furthermore, even if Braiin does successfully demonstrate its products’ capabilities, potential customers may be more comfortable doing business with a larger, more established, more proven company than Braiin. Moreover, competing products may prevent Braiin from gaining wide market acceptance of its products. Significant revenue from new product investments may not be achieved for a number of years, if at all.

Risks Related to Intellectual Property

Braiin’s intellectual property rights are valuable, and any inability to protect them could adversely impact Braiin’s business, operating results, and financial condition.

Braiin’s business depends in large part on its proprietary technology and its brand. Braiin relies on, and expects to continue to rely on, a combination of trademark, trade dress, domain name, copyright, and trade secret and laws, as well as confidentiality and license agreements with its employees, contractors, consultants, and third parties with whom it has relationships, to establish and protect its brand and other intellectual property rights.

Braiin’s efforts to protect its intellectual property rights may not be sufficient or effective. Braiin’s proprietary technology and trade secrets could be lost through misappropriation or breach of its confidentiality and license agreements, and any of its intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance that Braiin’s intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete with its business.

As Braiin grows, it will seek to obtain and protect its intellectual property rights in an increasing number of countries, a process that can be expensive and may not always be successful. For example, the U.S. Patent and Trademark Office and various foreign governmental intellectual property agencies require compliance with a number of procedural requirements to complete the trademark application process and to maintain issued trademarks, and noncompliance or non-payment could result in abandonment or lapse of a trademark or trademark application, resulting in partial or complete loss of trademark rights in a relevant jurisdiction. Further, intellectual property protection may not be available to us in every country in which Braiin’s products and services are available. Braiin may also agree to license its intellectual property to third parties as part of various agreements. Those licenses may diminish Braiin’s ability, though, to counter-assert its intellectual property rights against certain parties that may bring claims against it.

In the future Braiin may be sued by third parties for alleged infringement of their proprietary rights.

In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Braiin’s use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation.

31

Braiin cannot guarantee that its internally developed or acquired/licensed technologies and content do not or will not infringe the intellectual property rights of others. From time to time, Braiin’s competitors or other third parties may claim that it is infringing upon or misappropriating their intellectual property rights, and Braiin may be found to be infringing upon such rights. Any claims or litigation could cause Braiin to incur significant expenses and, if successfully asserted against Braiin, could require that Braiin pay substantial damages or ongoing royalty payments, prevent Braiin from offering its products or services or using certain technologies, force Braiin to implement expensive work-arounds, or impose other unfavorable terms. Braiin’s exposure to damages resulting from infringement claims could increase and this could further exhaust its financial and management resources. Further, during the course of any litigation, Braiin may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of Braiin’s Ordinary Shares may decline. Even if intellectual property claims do not result in litigation or are resolved in Braiin’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and require significant expenditures. Any of the foregoing could prevent Braiin from competing effectively and could have an adverse effect on its business, operating results, and financial condition.

If Braiin fails to protect its intellectual property rights, it could lose its ability to compete in the marketplace.

Braiin’s intellectual property and proprietary rights are important to its ability to remain competitive and for the success of its products and its business. Braiin relies on, and in the future may rely on, a combination of patent, trademark and trade secret laws as well as confidentiality agreements and procedures, non-compete agreements and other contractual provisions to protect its intellectual property, other proprietary rights and its brand. Braiin has confidentiality agreements in place with its consultants, customers and certain business suppliers and plans to require future employees to enter into confidentiality and non-compete agreements. Braiin has little protection when its must rely on trade secrets and nondisclosure agreements. Braiin’s intellectual property rights may be challenged, invalidated or circumvented by third parties. Braiin may not be able to prevent the unauthorized disclosure or use of its technical knowledge or other trade secrets by employees or competitors. Furthermore, Braiin’s competitors may independently develop technologies and products that are substantially equivalent or superior to its technologies and/or products, which could result in decreased revenues. Moreover, the laws of foreign countries may not protect Braiin’s intellectual property rights to the same extent as the laws of the U.S. Litigation may be necessary to enforce Braiin’s intellectual property rights which could result in substantial costs to it and substantial diversion of management attention. If Braiin does not adequately protect its intellectual property, its competitors could use it to enhance their products. Braiin’s inability to adequately protect its intellectual property rights could adversely affect its business and financial condition, and the value of its brand and other intangible assets.

Other companies may claim that Braiin infringes their intellectual property, which could materially increase our costs and harm Braiin’s ability to generate future revenue and profit.

Braiin does not believe that it infringes the proprietary rights of any third party, but claims of infringement are becoming increasingly common and third parties may assert infringement claims against Braiin. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States or in foreign jurisdictions. Any such assertion may result in litigation or may require Braiin to obtain a license for the intellectual property rights of third parties. If Braiin is required to obtain licenses to use any third-party technology, Braiin would have to pay royalties, which may significantly reduce any profit on its products. In addition, any such litigation could be expensive and disruptive to Braiin’s ability to generate revenue or enter into new market opportunities. If any of Braiin’s products were found to infringe other parties’ proprietary rights and Braiin was unable to come to terms regarding a license with such parties, Braiin may be forced to modify its products to make them non-infringing or to cease production of such products altogether.

The nature of Braiin’s business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

Braiin develops and sells products where insurance or indemnification may not be available, including:

•Designing and developing products using advanced technologies in intelligence and homeland security applications that are intended to operate in high demand, high risk situations; and

•Designing and developing products to collect, distribute and analyze various types of information.

32

Certain products may raise questions with respect to issues of privacy rights, civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise new legal issues. Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be available in certain circumstances but not in others. Braiin is not able to maintain insurance to protect against all operational risks and uncertainties. Substantial claims resulting from an accident, failure of its product, or liability arising from its products in excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained) could harm Braiin’s financial condition, cash flows, and operating results. Any accident, even if fully covered or insured, could negatively affect Braiin’s reputation among our customers and the public, and make it more difficult for Braiin to compete effectively.

Risks Related to Legal, Compliance and Regulations

Braiin is subject to governmental export and import controls that could impair its ability to compete in international markets due to licensing requirements and subject Braiin to liability if it is not in compliance with applicable laws.

Exports of Braiin’s technologies must be made in compliance with laws in regulations in the jurisdictions in which it operates. If Braiin fails to comply with these laws and regulations, Braiin and certain of its employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on Braiin and the responsible employees or managers; and, in extreme cases, the incarceration of the responsible employees or managers.

In addition, changes in Braiin’s technologies or changes in applicable export or import laws and regulations may create delays in the introduction and sale of products containing Braiin’s technologies in international markets, prevent Braiin’ customers from deploying their products or, in some cases, prevent the export or import of Braiin’ technologies to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of Braiin’ technologies, or in its decreased ability to export or sell its products to existing or potential customers. Any decreased use of Braiin’ technologies or limitation on Braiin’ ability to export or sell such technologies would likely adversely affect its business, financial condition and results of operations.

Braiin is subject to anti-corruption and anti-money laundering laws with respect to both its domestic and international operations, and non-compliance with such laws can subject Braiin to criminal and civil liability and harm its business.

Braiin is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. Anti-corruption laws are interpreted broadly and prohibit Braiin from authorizing, offering, or directly or indirectly providing improper payments or benefits to recipients in the public or private sector. Braiin may have direct and indirect interactions with government agencies and state affiliated entities and universities in the course of its business. Braiin may also have certain matters come before public international organizations such as the United Nations. Braiin uses third-party contractors, strategic commercial partners, law firms, and other representatives for certain aspects of regulatory compliance, patent registration, lobbying, deregulation advocacy, field testing, and other purposes in a variety of countries. Braiin can be held liable for the corrupt or other illegal activities of these third-parties, Braiin’s employees, representatives, contractors and agents, even if Braiin does not explicitly authorize such activities. In addition, although Braiin has implemented policies and procedures to ensure compliance with anti-corruption and related laws, there can be no assurance that all of its employees, representatives, contractors, partners, or agents will comply with these laws at all times. Noncompliance with these laws could subject Braiin to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if Braiin does not prevail in any possible civil or criminal litigation, its business, results of operations and financial condition could be materially harmed.

33

In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm Braiin’ business, results of operations and financial condition.

Government regulation is evolving and unfavorable changes could harm our business.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, e-commerce, electronic devices, and other services. Existing and future laws and regulations may impede establishment of our business and our growth. These regulations and laws could cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic device certification, electronic waste, energy consumption, environmental regulation, electronic contracts and other communications, competition, consumer protection, web services, the provision of online payment services, information reporting requirements, unencumbered Internet access to our services, the design and operation of websites, the characteristics and quality of products and services, and the commercial operation of UAVs. It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the Internet, e-commerce, digital content, and web services. Jurisdictions may regulate consumer-to-consumer online businesses, including certain aspects of our seller programs. Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.

Risks Related to Australia

As a foreign private issuer, PubCo will be exempt from a number of rules under the Exchange Act, PubCo will be permitted to file less information with the SEC than domestic companies and permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions. Accordingly, there may be less publicly available information concerning Braiin than there is for issuers that are not foreign private issuers.

As a foreign private issuer, PubCo will be exempt from certain rules under the Exchange Act, including certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act, PubCo’s Board, officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act, and Braiin is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers. Foreign private issuers are also not required to comply with Regulation Fair Disclosure (“Regulation FD”), which restricts the selective disclosure of material non-public information. Accordingly, there may be less publicly available information concerning Braiin than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies.

In addition, certain information may be provided by Braiin in accordance with Australian law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. As a foreign private issuer, under Nasdaq rules Braiin is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence requirements. If Braiin determines to follow Australian corporate governance practices in lieu of Nasdaq corporate governance standards, Braiin will disclose each Nasdaq rule that Braiin does not intend to follow and describe the Australian practice that we will follow in lieu thereof.

It may be difficult to enforce a judgment in the United States against Braiin and its officers and directors, assert U.S. securities laws claims in Australia or serve process on Braiin’s officers and directors.

Braiin is incorporated in Australia. The majority of Braiin’s directors and executive officers are and will be non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Australia in original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal securities laws of the United States. In Australia, civil liability of directors and officers is dealt with by both common law and by various statutes, including the Corporations Act and the Civil Liability Act 2003 (Qld).

34

Braiin may be affected by fluctuations in currency exchange rates.

Braiin is potentially exposed to adverse as well as beneficial movements in currency exchange rates. An increase in the value of the dollar could increase the real cost to Braiin’s customers of its products in those markets outside the U.S. where Braiin sells in dollars, and a weakened dollar could increase the cost of local operating expenses from sources outside the United States, and overseas capital expenditures. Braiin also conducts certain investing and financing activities in local currencies. Therefore, changes in exchange rates could harm Braiin’s financial condition and results of operations.

Risks Relating to Northern Revival, PubCo and the Business Combination

If Northern Revival does not consummate a Business Combination by the termination date of up to February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), Northern Revival will have to cease all operations except for the purpose of winding up and redeem all of its public shares for their pro rata portions of the Trust Account and liquidate, or seek approval of its shareholders to extend the termination date.

If Northern Revival is unable to complete a Business Combination by February 4, 2024 (subject to payment of the extension by the Sponsor or its designees into our Trust Account, or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), Northern Revival will have to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

As a “foreign private issuer” under the rules and regulations of the SEC, PubCo will be permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

After the consummation of the Business Combination, we will be a “foreign private issuer” under the Exchange Act and are therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, we will not be required to file periodic reports and financial statements with the SEC as frequently or within the same timeframes as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and we are not required to reconcile our financial statements to U.S. GAAP. We are not required to comply with Regulation Fair Disclosure, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. Accordingly, after the Business Combination, our shareholders may receive less or different information about us than they currently receive about Northern Revival or that they would receive about a U.S. domestic public company.

In addition, as a “foreign private issuer” whose shares are intended to be listed on Nasdaq, we will be permitted, subject to certain exceptions, to follow certain home country rules in lieu of certain Nasdaq listing requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply, followed by a description of its applicable home country practice. We will have the option to rely on available exemptions under the Listing Rules that would allow it to follow its home country practice, including, among other things, the ability to opt out of (i) the requirement that the Board be

35

comprised of a majority independent directors, (ii) the requirement that our independent directors meet regularly in executive sessions and (iii) the requirement that we obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. We expect that the Board will be comprised of a majority independent directors, but have not yet made final determinations on other possible exemptions from the Listing Rules. See “Description of Securities,” “Management of PubCo After the Business Combination” for additional information.

PubCo may lose its foreign private issuer status which would then require it to comply with the domestic reporting regime of the Securities Exchange Act of 1934, as amended, and cause us to incur significant additional legal, accounting and other expenses.

As discussed above, PubCo will be a foreign private issuer after the consummation of the Business Combination and therefore will not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and may take advantage of certain exemptions to Nasdaq’s corporate governance rules. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to Braiin on June 30, 2023. In the future, PubCo would lose its foreign private issuer status if (1) more than 50% of its outstanding voting securities are owned by U.S. residents and (2) a majority of its directors or executive officers are U.S. citizens or residents, or it fails to meet additional requirements necessary to avoid loss of foreign private issuer status. If PubCo loses its foreign private issuer status, it will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. PubCo would also have to mandatorily comply with U.S. federal proxy requirements, and its officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, it would lose its ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, PubCo would incur significant additional legal, accounting and other expenses that it will not incur as a foreign private issuer.

Our success following the Business Combination depends on the business operations of PubCo, which exposes investors to a concentration of risk in the limited sectors in which PubCo’s business is focused.

Although the Business Combination is intended to accelerate PubCo’s growth, expansion and transition, the Business Combination does not result in immediate diversification of PubCo’s business and, as such, the combined enterprise will be dependent upon the continued development and market acceptance of a limited number of products and services. As a result, investors will be subject to the economic, competitive and regulatory risks attendant to the relatively narrow industry in which PubCo operates, any or all of which could have a substantial adverse impact on PubCo.

Northern Revival and PubCo will incur significant transaction and transition costs in connection with the Business Combination. If Northern Revival fails to consummate the Business Combination, it may not have sufficient cash available to pay such costs.

Northern Revival expects to incur significant, non-recurring costs in connection with consummating the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. Northern Revival’s transaction expenses as a result of the Business Combination are currently estimated at approximately $4million relating to fees associated with legal, audit, printing and mailing this proxy statement/prospectus, investor relations, insurance, and other operating costs related to the Business Combination. Braiin estimates its Business Combination costs to be approximately $3.1million which is comprised of legal, accounting, financial consulting and investor relations matters. If Northern Revival and Braiin do not consummate the Business Combination, each party will be required to pay its own fees and expenses, and Northern Revival likely will not have sufficient cash available to pay its fees and expenses unless and until it completes a subsequent Business Combination transaction.

36

The working capital available to PubCo after the Business Combination will be reduced to the extent Northern Revival’s shareholders exercise their redemption rights in connection with the Business Combination and will also be reduced to the extent of Braiin’s and Northern Revival’s transaction expenses, which will be payable by the Combined Company. This may adversely affect the business and future operations of Braiin.

The amount of working capital available to the Combined Company after the Business Combination will depend in part on the extent to which Northern Revival shareholders exercise their right to redeem their shares into cash in connection with the Business Combination. PubCo’s working capital will be reduced in proportion to such redemptions, and will also be reduced to the extent of Northern Revival’s and Braiin’stransaction expenses, which will be payable by the Combined Company. Reduced working capital may adversely affect PubCo’s business and future operations.

If the funds held outside of our Trust Account are insufficient to allow us to operate until at least February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), our ability to complete an initial Business Combination may be adversely affected.

We believe the funds available to us outside of the Trust Account will be sufficient to allow us to operate until we complete our Business Combination; however, we cannot assure you that our estimate is accurate. If we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial Business Combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The shares would be identical to the private placement warrants. As of September30, 2023, there were no outstanding working capital loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial Business Combination by February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association).

As of June30, 2023 Northern Revival had $6,863 of cash in its operating bank account and negative working capital of $2.3million. Northern Revival has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. We may need to raise additional funds in order to meet the expenditures required for operating our business. Further, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our initial public offering and the sale of the placement shares, and may as a result be required to seek additional financing to complete such proposed initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. There are no assurances that Northern Revival will complete the proposed Business Combination before February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles

37

of Association). The date for mandatory liquidation and subsequent dissolution raise substantial doubt about Northern Revival’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Resources could be wasted in researching acquisitions that are not completed (including the proposed Business Combination), which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial Business Combination, such as the proposed Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, such as Braiin, we may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial Business Combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our Trust Account and our warrants will expire worthless.

Our ability to consummate an initial Business Combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.

In late February 2022, Russian military forces invaded Ukraine. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, and the potential for wider conflict may increase financial market volatility and could have adverse effects on regional and global economic markets, including the markets for certain securities and commodities. Following Russia’s actions, various countries, including the United States, Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and persons, and the freezing of Russian assets. The sanctions include a possible commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, commonly called “SWIFT”, the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. A number of large corporations and U.S. states have also announced plans to curtail business dealings with certain Russian businesses.

The imposition of the current sanctions (and potential imposition of further sanctions in response to continued Russian military activity) and other actions undertaken by countries and businesses may adversely impact various sectors of the Russian economy, and the military action has severe impacts on the Ukrainian economy, including its exports and food production. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted and may result in a negative impact on the markets and thereby may negatively impact our ability to consummate a Business Combination.

The unaudited pro forma financial information included in this proxy statement/prospectus may not be indicative of what the actual financial position or results of operations of the Combined Company would have been.

The unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position or results of operations of the Combined Company would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

38

Northern Revival may waive one or more of the conditions to the Business Combination.

Northern Revival may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by Northern Revival’s Amended and Restated Memorandum and Articles of Association and applicable laws. For example, it is a condition to Northern Revival’s obligations to close the Business Combination that the representations and warranties of Braiin Holders are true and correct in all respects as of the date of the Business Combination Agreement and as of the date of the Closing (or an earlier date to the extent that an earlier date is referenced in the representation and warranty), except, for certain of the representations and warranties, for such inaccuracies that, individually or in the aggregate, would not result in a Material Adverse Effect (as defined in the Business Combination Agreement) on Braiin. Under applicable law and Northern Revival’s Amended and Restated Memorandum and Articles of Association, Northern Revival is not able to waive the condition that its shareholders approve the Business Combination.

The Sponsor, and Northern Revival’s directors and officers, have conflicts of interest in determining to pursue the Business Combination with Braiin, since certain of their interests, and certain interests of their affiliates and associates, are different from or in addition to (and which may conflict with) the interests of Northern Revival’s shareholders.

The Sponsor, and officers and directors of Northern Revival, have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of Northern Revival’s public shareholders, which may result in a conflict of interest. These interests include:

Since the Sponsor and Northern Revival’s affiliates will lose their entire investment of privately placed shares (consisting of founder shares and placement shares) in Northern Revival if the Business Combination is not completed, they may have had a conflict of interest in identifying and selecting Braiin for Northern Revival’s initial Business Combination in order to close the Business Combination.

The Northern Revival Initial Shareholders, including our Sponsor, and their permitted transferees, currently own an aggregate of 6,037,500 founders shares. In addition, our Sponsor purchased an aggregate of 4,553,334 placement shares for $6,830,001 in a Private Placement that occurred simultaneously with the consummation of our IPO and upon exercise of the underwriter’s over- allotment option. All of such founder shares and placement units will be worthless if an initial Business Combination is not consummated. The personal and financial interests of our Sponsor, and its affiliates, may have influenced their motivation in identifying and selecting Braiinfor its target Business Combination and consummating the Business Combination in order to close the Business Combination.

There are risks to our shareholders who are not affiliates of the Sponsor of becoming shareholders of the Combined Company through the Business Combination rather than acquiring securities of Braiin or Braiin directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of ordinary shares and warrants in connection therewith, investors will not receive the benefit of an outside independent review of Braiin’s, Northern Revival’s and Braiin’srespective finances and operations performed in an initial public securities offering. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (FINRA) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for material misstatements or omissions in a registration statement filed with the SEC in connection with the public offering. As no such review has been or will be conducted in connection with the Business Combination, our shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an underwriter in a public securities offering.

In addition, the Sponsor and Northern Revival’s executive officers and directors have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a shareholder. Such interests may have influenced Northern Revival’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy

39

statement/prospectus. See “— The Sponsor, and Northern Revival’s directors and officers, have conflicts of interest in determining to pursue the Business Combination with Braiin, since certain of their interests, and certain interests of their affiliates and associates, are different from or in addition to (and which may conflict with) the interests of Northern Revival’s shareholders.”

The process of taking a company public by means of a Business Combination with a special purpose acquisition company, or a SPAC, is different from taking a company public through an underwritten public offering and may create risks for unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of Braiin’s business, financial condition and results of operations. Going public via a Business Combination with a SPAC does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary in an underwritten offering.

In addition, going public via a Business Combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of a target company is established by means of negotiations between the target company, the SPAC and, in some cases, other investors who agree to purchase shares at the time of the Business Combination. The process of establishing the value of a company in a SPAC Business Combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

Northern Revival cannot assure you that its due diligence review of Braiin has identified all material issues or risks associated with Braiin, its business, or the industry in which it operates. If Northern Revival’s due diligence investigation of Braiin’s business was inadequate, then shareholders of Northern Revival following the Business Combination could lose some or all of their investment.

Even though Northern Revival conducted a due diligence investigation of Braiin that it believed to be reasonable, it cannot be certain that this due diligence uncovered all material issues that may be present inside Braiin or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Braiin and its business and outside of its control will not later arise. Additional information may later arise in connection with the preparation of the registration statement and proxy materials or after completion of the Business Combination. Accordingly, any Northern Revival shareholders who choose to remain shareholders of Braiin following the consummation Business Combination could suffer a reduction in the value of their shares.

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. The Sponsor and our officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other special purpose acquisition companies with a class of securities registered under the Exchange Act.

Each of Northern Revival’s officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of Northern Revival’s officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he

40

or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to Northern Revival if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. Notwithstanding the foregoing, Northern Revival may pursue an affiliated joint acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with Northern Revival in the target business at the time of its initial business combination, or Northern Revival could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. The Northern Revival Articles of Association provide that Northern Revival renounces its interest in any Business Opportunities offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one Northern Revival is legally and contractually permitted to undertake and would otherwise be reasonable for it to pursue, and to the extent the director or officer is permitted to refer that opportunity to Northern Revival without violating another legal obligation.

In the absence of the “Business Opportunities” waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “Business Opportunities” waiver in our amended and restated Articles of Association provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates.

However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a Business Combination. The different timelines of competing Business Combinations could cause our directors and officers to prioritize a different Business Combination over finding a suitable acquisition target for our Business Combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular Business Combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a Business Combination. We are not aware of any such conflicts of interest and do not believe that any such conflicts of interest impacted our search for an acquisition target.

Northern Revival’s ability to successfully effect the Business Combination and Braiin’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel, including the key personnel of Braiin, most of whom are expected to stay withinPubCo following the Business Combination. The loss of such key personnel could negatively impact the operations and profitability of the post-combination business.

Northern Revival’s ability to successfully effect the Business Combination and PubCo’s ability to successfully operate the business is dependent upon the efforts of certain key personnel of Braiin, particularly Natraj Balasubramanian and Darren McVean. Although most of such key personnel are expected to remain with PubCo following the Business Combination, it is possible that PubCo will lose some key personnel, the loss of which could negatively impact the operations and profitability of the post-combination business. Furthermore, while Northern Revival has scrutinized individuals it intends to engage to stay with PubCo following the Business Combination, its assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause PubCo to have to expend time and resources helping them become familiar with such requirements.

If the Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of Northern Revival’s or PubCo’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Northern Revival’s securities prior to the Closing of the Business Combination may decline. The market values of Northern Revival’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of the securities of PubCo could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for PubCo’s equity interests or PubCo’s stock and trading in the Northern Revival Ordinary Shares has not

41

been active. Accordingly, the valuation ascribed to Braiin and the Braiin Shares in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If, following the Business Combination, an active market for PubCo’s securities develops and continues, the trading price of these securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond PubCo’s control. Any of the factors listed below could have a material adverse effect on your investment in our securities and PubCo’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of PubCo’s securities may not recover and may experience a further decline.

Factors affecting the trading price of PubCo’s securities following the Business Combination may include:

•actual or anticipated fluctuations in the quarterly financial results of PubCo or the quarterly financial results of companies perceived to be similar to PubCo;

•changes in the market’s expectations about PubCo’s operating results;

•success of competitors;

•PubCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•changes in financial estimates and recommendations by securities analysts concerning PubCo or the industry in general;

•operating and stock price performance of other companies that investors deem comparable to PubCo;

•PubCo’s ability to market new and enhanced products on a timely basis;

•changes in laws and regulations affecting PubCo’s business;

•commencement of, or involvement in, litigation involving PubCo;

•changes in PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•the volume of PubCo Ordinary Shares available for public sale;

•any major change in the board or management of PubCo;

•sales of substantial amounts of PubCo Ordinary Shares by its directors, executive officers or significant shareholders or the perception that such sales could occur; and

•general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of PubCo’s securities irrespective of its operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of PubCo’s securities, may not be predictable. A loss of investor confidence in the market for clean energy related stocks or the stocks of other companies which investors perceive to be similar to PubCo could depress its stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of PubCo’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

The Sponsor, and Northern Revival’s directors and officers have agreed to vote in favor of its initial Business Combination, regardless of how Northern Revival’s public shareholders vote.

Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor, Northern Revival’s directors and officers have agreed to vote their founder shares and placement shares, as well as any public shares purchased by them in or after the Northern Revival IPO, in favor of the initial Business Combination of Northern Revival. Our Sponsor together with our directors and officers and

42

permitted transferees currently own 6,037,500 Northern Revival Ordinary Shares, representing approximately 75.96% of the 7,947,744 issued and outstanding Northern Revival Ordinary Shares. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if Northern Revival’s Sponsor, directors and officers agreed to vote their founder shares and placement shares in accordance with the majority of the votes cast by its public shareholders.

Northern Revival’s shareholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, Northern Revival’s shareholders will own a smaller percentage of PubCo than they currently own of Northern Revival. Immediately upon completion of the Business Combination, it is anticipated that Northern Revival’s shareholders including the Sponsor will own approximately 10% of the PubCo Ordinary Shares issued and outstanding immediately after the consummation of the Business Combination, and of that amount approximately 7% will be owned by the Sponsor, taking into account the 1,500,000 Ordinary Shares that the Sponsor has agreed to give up, assuming that none of Northern Revival shareholders exercise their redemption rights. Consequently, Northern Revival’s shareholders, as a group, will have reduced ownership and voting power in PubCo compared to their ownership and voting power in Northern Revival.

Subsequent to the consummation of the Business Combination, Braiin may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Northern Revival has conducted due diligence on Braiin, there is no assurance that this diligence revealed all material issues that may be present in Braiin’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Northern Revival’s and Braiin’s control will not later arise. As a result, Braiin may be forced later to write down or write off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Northern Revival’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Northern Revival’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the liquidity of Braiin, the fact that Braiin reports charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause Braiin to be unable to obtain future financing on favorable terms or at all.

PubCo may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002 that will be applicable to it after the Business Combination.

None of Northern Revival, PubCo nor Braiin is currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the Business Combination, PubCo will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404 of the Sarbanes- Oxley Act of 2002 are significantly more stringent than those required of Braiin as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the regulatory compliance and reporting requirements that will be applicable to Braiin after the Business Combination. If PubCo is not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, PubCo may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its ordinary shares.

The requirements of being a public company may strain PubCo’s resources and divert management’s attention.

As a public company, PubCo will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations will increase the legal and financial compliance costs of PubCo, make some activities more difficult, time-consuming or costly and increase demand on PubCo’s systems and resources, particularly after it is no longer an “emerging growth company.” The Sarbanes-Oxley Act requires, among other things, that PubCo maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve PubCo’s disclosure controls and procedures and

43

internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect PubCo’s business and operating results. PubCo may need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase its costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Braiin intends to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If PubCo’s efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against PubCo and its business may be adversely affected.

PubCo will be an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make its shares of ordinary shares less attractive to investors.

PubCo will be an “emerging growth company,” as defined in 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, 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. Additionally, as an emerging growth company, PubCo elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, the financial statements of PubCo may not be comparable to companies that comply with public company effective dates. It cannot be predicted if investors will find PubCo Ordinary Shares less attractive because New Braiin may rely on these exemptions. If some investors find PubCo Ordinary Shares less attractive as a result, there may be a less active trading market for PubCo Ordinary Shares and its share price may be more volatile.

Anti-takeover provisions contained in the Proposed PubCo Charter, as well as provisions of Cayman Islands law, could impair a takeover attempt and limit the price investors might be willing to pay in the future for the PubCo Ordinary Shares and could entrench management.

The Proposed PubCo Charter will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. PubCo will also subject to anti-takeover provisions under Cayman Islands law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for PubCo’s securities.

These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred shares without shareholder approval, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for New Braiin’s securities. The Proposed PubCo Charter also provides that the board of directors shall be classified into three classes of directors. As a result, in most circumstances, a person can gain control of the board only by successfully engaging in a proxy contest at two or more annual general meetings. There are advance notice requirements for shareholders seeking to nominated directors and propose matters to be acted upon at shareholder meetings, which could discourage or make more difficult an attempt to obtain control of New Braiin by means of a proxy contest, tender offer, merger, or otherwise.

44

The Proposed PubCo Charter will provide, subject to limited exceptions, that the courts of the Cayman Islands will be the exclusive forum for matters arising out of or in connection with the Proposed PubCo Charter, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with PubCo or its directors, officers, employees or shareholders.

The Proposed PubCo Charter provides that, unless PubCo otherwise consents in writing to the selection of an alternative forum, each party shall be deemed to have agreed that the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine all any dispute, suit, action, proceedings, controversy or claim of any kind arising out of or in connection with the Proposed PubCo Charter and for such purposes PubCo and each member shall be deemed to have irrevocably submitted to the jurisdiction of such courts.

Additionally, unless PubCo otherwise consents in writing, the federal district courts of the United States will be the exclusive forum for the resolution of claims arising under the Securities Act and Exchange Act.

This choice of forum provision may limit a shareholder’s ability to bring such claims in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or shareholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Proposed PubCo Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

The Sponsor, Northern Revival’s directors and officers and advisors and their respective affiliates may elect to purchase shares from holders of our public shares in connection with the Business Combination, which may reduce the public “float” of Northern Revival Ordinary Shares.

In connection with the shareholder vote to approve Proposal 2 (Business Combination Proposal) and the other proposals Northern Revival and its affiliates may purchase shares prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. Such a purchase would in a privately negotiated purchase arrangement include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor, Northern Revival’s directors, officers or advisors, or their affiliates reserve the right to purchase shares from holders of Northern Revival Ordinary Shares who have already elected to exercise their redemption rights, in which event such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or Northern Revival Ordinary Shares owned by the Sponsor and/or Northern Revival’s directors, officers, advisors, or their affiliates. The purpose of these purchases would be to increase the amount of cash available to Northern Revival for use in the Business Combination. None of Northern Revival, the Sponsor or Northern Revival’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Any Northern Revival Ordinary Shares purchased by the Sponsor or Northern Revival’s directors, officers or advisors, or their respective affiliates will not (i) be purchased at a price higher than the price offered through the redemption process in the Redemption, (ii) be voted in favor of the Business Combination or (iii) have redemption rights, and if such Northern Revival Ordinary Shares do have redemption rights then such rights will be waived by the Sponsor, or Northern Revival’s directors, officers or advisors, or their respective affiliates.

Unlike our Sponsor’s and Northern Revival Initial Shareholders’ holdings currently, such newly purchased shares (if any) by those purchasers would not be subject to a lock-up period under the terms of our Sponsor Support Agreement. However, these newly purchased shares would be subject to limitations on resale under Rule 144 of the Securities Act as “control securities”, to the extent those shares were acquired by an affiliate of Northern Revival, unless they are registered on a subsequent registration statement filed under the Securities Act. Limitations on resale would require those affiliated purchasers of such newly purchased shares to hold them for at least one year (from the date Braiin files certain information on Form 8-K following the Closing in accordance with rules applicable to special purpose acquisition companies), assuming they are not registered on a registration statement following the Closing and Braiin has fully complied with its reporting requirements and other requirements under Rule 144. When eligible to be sold, such securities if not registered under such a registration statement would be limited by applicable requirements of Rule 144, including limitations in their manner of sale and to the volume of sales eligible under Rule 144.

45

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Northern Revival will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Northern Revival Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Northern Revival Ordinary Shares for which Northern Revival has received redemption requests.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by the persons described above have been entered into with any such investor or holder. Northern Revival will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

Risks Related to Ownership of PubCo Ordinary Shares

PubCo does not expect to declare any dividends in the foreseeable future.

After the completion of the Business Combination, PubCo does not anticipate declaring any cash dividends to holders of its shares in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

There can be no assurance that PubCo Ordinary Shares will be approved for listing on Nasdaq upon the Closing, or if approved, that PubCo will be able to comply with the continued listing standards of Nasdaq.

The Northern Revival Ordinary Shares, the Northern Revival Warrants, and Northern Revival’s publicly traded units and rights are currently listed on the Nasdaq Capital Market. In connection with the Closing, we intend to apply to list the PubCo Ordinary Shares on the Nasdaq Capital Market upon the Closing under the symbol “[•]” and the PubCo Warrants under the symbol “[•]”. As part of the application process, we are required to provide evidence that we are able to meet the initial listing requirements of Nasdaq, which are more rigorous than Nasdaq’s continued listing requirements and include, among other things, a requirement that PubCo have 300 or more unrestricted round lot holders, at least 150 of which hold unrestricted shares with a minimum value of $2,500, and meet a minimum public float. PubCo’s ability to meet these listing requirements may depend, in part, on the number of Northern Revival Ordinary Shares that are redeemed in connection with the Business Combination, as the number of redemptions may impact whether PubCo has at least 300 unrestricted round lot holders upon the Closing, among other initial listing requirements. PubCo’s application has not yet been approved, and may not be approved if we are unable to provide evidence satisfactory to Nasdaq that PubCo will meet these listing requirements.

If the PubCo Ordinary Shares are not approved for listing on Nasdaq or, after the Closing, Nasdaq delists PubCo’s shares from trading on its exchange for failure to meet the listing standards, PubCo and its shareholders could face significant material adverse consequences including:

•a limited availability of market quotations for our securities;

•reduced liquidity for our securities;

•a determination that PubCo Ordinary Shares are a “penny stock” which will require brokers trading in PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•a limited amount of news and analyst coverage; and

•a decreased ability to issue additional securities or obtain additional financing in the future.

46

Holders of Northern Revival Warrants may elect to redeem their public shares while retaining their Northern Revival Warrants, although if redemptions exceed the threshold allowable for us to consummate the Business Combination, the Northern Revival will expire worthless.

A decision to redeem public shares will have no effect on our shareholders’ ability to hold Northern Revival Warrants. However, a decision to redeem public shares carries a risk to the value of Northern Revival Warrants.

The Northern Revival Warrants are only exercisable for Northern Revival Ordinary Shares subject to and upon occurrence of the consummation of a business combination. However, we cannot consummate a business combination, including the Business Combination, among other things, if redemptions of our public shares exceed the amount allowable for us to proceed with the Business Combination. The Closing of the Business Combination is conditioned, among other things, on that Northern Revival Closing Cash equal at least $15 million. See “The Business Combination Proposal — Conditions to Closing” for more information.

Accordingly, if redemptions exceed the amount we need to fulfill our working capital requirements and we cannot consummate the Business Combination, your Northern Revival Warrants will not be exercisable into Northern Revival Ordinary Shares, and if we fail to consummate a business combination prior to our termination, your Northern Revival Warrants will expire worthless.

For information about the per share value of Northern Revival Ordinary Shares given different levels of redemptions, see “Questions and Answers — What equity stake will current shareholders of Northern Revival hold in New Braiin after the Closing?”

Following the Business Combination, PubCo’s business and stock price may suffer as a result of its lack of public company operating experience and if securities or industry analysts do not publish or cease publishing research or reports about PubCo, its business, or its market, or if they change their recommendations regarding PubCo Ordinary Shares in an adverse manner, the price and trading volume of PubCo Ordinary Shares could decline.

Prior to the completion of the Business Combination, Braiin has been a privately-held company. PubCo’s management’s lack of public company operating experience in the U.S. may make it difficult to forecast and evaluate its future prospects. If PubCo is unable to execute its business strategy, either as a result of its inability to manage effectively its business in a public company environment or for any other reason, PubCo’s business, prospects, financial condition and operating results may be harmed.

The trading market for PubCo Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about PubCo, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, its stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover PubCo changes its recommendation regarding PubCo’s securities in an adverse manner, or provides more favorable relative recommendations about its competitors, the price of PubCo Ordinary Shares would likely decline. If any analyst who may cover PubCo were to cease coverage of PubCo or fail to regularly publish reports on it, PubCo could lose visibility in the financial markets, which could cause PubCo’s stock price or trading volume to decline.

Northern Revival may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Although we are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination, there can be no assurance that such additional approval or actions will be obtained within the required time period. This includes any potential review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”) on account of certain foreign ownership restrictions on U.S. businesses. If the Business Combination with Braiin falls within the scope of foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

47

Northern Revival’s Sponsor is Northern Revival Sponsor LLC, a Cayman Islands limited liability company. The Sponsor’s managing members are each U.S. citizens, and all of Sponsor’s owners are likewise U.S. persons. As the managing members of the Sponsor, we believe Aemish Shah, the sole managing member, controls the Sponsor and the Sponsor is thereby controlled by a U.S. person. The Sponsor together with the Initial Shareholders and Northern Revival’s officer and directors, own approximately 75.96% of the issued and outstanding Northern Revival Ordinary Shares. Accordingly, the Sponsor is not controlled by a non-U.S. person, and it is unlikely CFIUS may consider Northern Revival to be a “foreign person.”

Braiin is not in our view a U.S. business, because the Braiin is an Australian company limited by shares incorporated in Australia, as described under “Information about Braiin.” Braiin does not have the majority of its operations or assets in the United States, does not have any mineral rights in the United States.

Although we do not believe Braiin is a U.S. business, and furthermore although we do not believe Braiin has a business that may affect U.S. national security, and although we believe Northern Revival is controlled by a U.S. person, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of the combined company if Northern Revival had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor.

The foreign ownership limitations, and the potential impact of CFIUS, may prevent Northern Revival from consummating the Business Combination with Braiin. If Northern Revival were to seek an initial business combination other than the Business Combination, the pool of potential targets with which it could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because Northern Revival has only a limited time to complete an initial business combination, its failure to obtain any required approvals within the requisite time period could prevent Northern Revival from completing an initial business combination and may require Northern Revival to liquidate. If Northern Revival liquidates, this will cause you to lose any potential investment opportunity in Braiin and the chance of realizing future gains on your investment through any price appreciation in Braiin, and Northern Revival’s warrants will expire worthless.

Risks Related to the U.S. Federal Income Tax Treatment of the Business Combination

The Initial Merger may be a taxable event for U.S. Holders of Northern Revival Ordinary Shares and Northern Revival Warrants.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Initial Merger to U.S. Holders,” the Initial Merger may qualify as a “reorganization” within the meaning of Section 368 of the Code and, as a result, a U.S. Holder would not recognize gain or loss on the exchange of Northern Revival Ordinary Shares, or Northern Revival Warrants for PubCo Ordinary Shares or PubCo Warrants, as applicable, pursuant to the Initial Merger.

However, U.S. Holders of Northern Revival securities who would be treated as 5 Percent Holders, and who do not enter into a GRA under applicable Treasury Regulations, may recognize gain (but not loss) as a result of the Initial Merger if Section 367(a) of the Code and the Treasury Regulations promulgated thereunder apply to the Business Combination or if otherwise required under the PFIC rules. Section 367(a) of the Code may apply to the Initial Merger if PubCo transfers the assets it acquires from Northern Revival pursuant to the Business Combination to certain subsidiary corporations in connection with the Business Combination. The requirements under Section 367(a) are not discussed herein. If you believe that you will be a 5 Percent Holder, you are strongly urged to consult your tax advisor regarding the effect of the Initial Merger to you taking into account the rules of Section 367(a) of the Code (including the possibility of entering into a GRA under applicable Treasury Regulations).

Alternatively, if the Initial Merger does not qualify as a “reorganization” within the meaning of Section 368 of the Code, then a U.S. Holder that exchanges its Northern Revival Ordinary Shares, or Northern Revival Warrants for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted

48

tax basis in the Northern Revival Ordinary Shares, and Northern Revival Warrants exchanged therefor. For a more detailed discussion of certain U.S. federal income tax consequences of the Initial Merger, see the section titled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Initial Merger to U.S. Holders” in this proxy statement/ prospectus. However, the rules under Section 367(a) and Section 368 of the Code are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Initial Merger.

In addition, U.S. Holders of Northern Revival Ordinary Shares and Northern Revival Warrants may be subject to adverse U.S. federal income tax consequences under the PFIC regime. Please see “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Status” for a more detailed discussion with respect to Northern Revival’s potential PFIC status and certain tax implications thereof.

Further, because the Initial Merger will occur immediately prior to the redemption of Northern Revival Ordinary Shares, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Initial Merger. All U.S. Holders considering exercising redemption rights with respect to their Northern Revival Ordinary Shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Initial Merger and exercise of redemption rights.

PubCo may be or become a PFIC during a U.S. Holder’s holding period, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If PubCo or any of its subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder of the PubCo Ordinary Shares or PubCo Warrants, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There is no assurance that PubCo or its subsidiaries are not currently PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. Moreover, PubCo does not expect to provide a PFIC annual information statement for 2023 or going forward. Please see the section entitled “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Status” for a more detailed discussion with respect to PubCo’s potential PFIC status and certain tax implications thereof. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the PubCo Ordinary Shares and PubCo Warrants.

A market for PubCo’s securities may not develop, which would adversely affect the liquidity and price of Braiin’s securities.

Following the Business Combination, the price of PubCo’s securities may fluctuate significantly due to the market’s reaction to the Business Combination, including a significant number of redemptions by Northern Revival’s public shareholders, and general market and economic conditions. An active trading market for PubCo’s securities following the Business Combination may never develop or, if developed, may not be sustained. In addition, the price of PubCo’s securities after the Business Combination could vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. You may be unable to sell your securities unless a market can be established or sustained.

PubCo’s issuance of additional capital stock in connection with financings, acquisitions, investments, share incentive plans or otherwise will dilute all other shareholders.

PubCo expects to issue additional shares in the future that will result in dilution to all other shareholders. PubCo expects to grant equity awards to employees, directors, and consultants under its share incentive plans. PubCo expects to raise capital through equity financings in the future. As part of its business strategy, PubCo may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional shares may cause shareholders to experience significant dilution of their ownership interests and the per share value of PubCo Ordinary Shares to decline.

49

Risks Relating to Redemption

The ability to execute Northern Revival’s strategic plan could be negatively impacted to the extent a significant number of shareholders choose to redeem their shares in connection with the Business Combination.

In the event the aggregate cash consideration Northern Revival would be required to pay for all of its public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreement exceeds the aggregate amount of cash available to Northern Revival, Northern Revival may be required to increase the financial leverage Northern Revival’s business would have to support. This may negatively impact Northern Revival’s ability to execute on its own future strategic plan.

There is no guarantee that a Northern Revival shareholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

No assurance can be given as to the price at which a shareholder may be able to sell the PubCo Ordinary Shares in the future following the completion of the Business Combination or any alternative Business Combination. Certain events following the consummation of any Business Combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a Northern Revival shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s shares. Similarly, if a Northern Revival shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any Business Combination, and there can be no assurance that a shareholder can sell its Northern Revival Ordinary Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. Each Northern Revival shareholder should consult its own tax and/or financial advisor for assistance on how this may affect its individual situation.

If Northern Revival shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Northern Revival Ordinary Shares for a pro rata portion of the funds held in Northern Revival’s Trust Account.

Holders of Northern Revival Ordinary Shares are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at least two business days prior to the Extraordinary General Meeting. Shareholders electing to redeem their shares will receive their pro rata portion of the Trust Account less taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of Northern Revival Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights. Failure to comply with the redemption procedures could result in the inability to redeem your Northern Revival Ordinary Shares.

Risks Related to Northern Revival and the Business Combination

The Sponsor and Northern Revival’s directors, officers, advisors or their affiliates may elect to purchase Northern Revival Ordinary Shares from Northern Revival’s shareholders, which may influence a vote on a proposed Business Combination and reduce the public float of Northern Revival’s issued and outstanding capital stock.

The Sponsor and Northern Revival’s directors, officers, advisors or their affiliates may purchase Northern Revival Ordinary Shares in privately negotiated transactions or in the open market prior to the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor and Northern Revival’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Northern Revival shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination, or to satisfy the closing condition in the Business Combination Agreement that requires Northern Revival to have a minimum amount of cash at the Closing. This may result in the completion of the Business Combination that may not otherwise have been possible.

50

In addition, if such purchases are made, the public float of Northern Revival Ordinary Shares and the number of beneficial holders of Northern Revival’s securities may be reduced, possibly making it difficult for Braiin to obtain the quotation, listing or trading of its securities on a national securities exchange.

If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of Northern Revival Ordinary Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of Northern Revival Ordinary Shares.

The Northern Revival Memorandum and Articles of Association provides that a 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Northern Revival IPO, which Northern Revival refers to as the “Excess Shares.” However, Northern Revival would not be restricting its shareholders’ ability to vote all of their shares (including Excess Shares) for or against its Business Combination. The inability of a shareholder to redeem the Excess Shares will reduce its influence over Northern Revival ability to complete its Business Combination and such shareholder could suffer a material loss on its investment in Northern Revival if it sells Excess Shares in open market transactions. Additionally, such shareholder will not receive redemption distributions with respect to the Excess Shares if Northern Revival completes its Business Combination. And as a result, such shareholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its stock in open market transactions, potentially at a loss.

If, before distributing the proceeds in the Trust Account to the Northern Revival shareholders, Northern Revival files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against Northern Revival that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Northern Revival’s shareholders and the per-share amount that would otherwise be received by Northern Revival’s shareholders in connection with Northern Revival’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Northern Revival shareholders, Northern Revival files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against Northern Revival that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Northern Revival’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Northern Revival’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Northern Revival’s shareholders in connection with Northern Revival’s liquidation may be reduced.

Northern Revival’s shareholders may be held liable for claims by third parties against Northern Revival to the extent of distributions received by them upon redemption of their shares.

Under the Cayman Islands Companies Act, shareholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to Northern Revival shareholders upon the redemption of Northern Revival Ordinary Shares in the event Northern Revival does not complete its initial Business Combination by up to February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), may be considered a liquidation distribution under Cayman Islands law. However, it is Northern Revival’s intention to redeem its Northern Revival Ordinary Shares as soon as reasonably possible following February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), in the event Northern Revival does not complete its Business Combination and, therefore, Northern Revival does not intend to comply with those procedures.

Because Northern Revival is a blank check company, rather than an operating company, and Northern Revival’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from Northern Revival’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. Northern Revival cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Northern Revival’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Northern Revival’s shareholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to the Northern Revival shareholders upon the redemption of the Northern Revival Ordinary Shares in the event Northern Revival does not complete its

51

initial Business Combination by February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), is not considered a liquidation distribution under Cayman Islands law and such redemption distribution is deemed to be unlawful.

Risks Related to the Business Combination and Integration of Businesses

While Northern Revival and Braiin work to complete the Business Combination, management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources. The diversion of management’s attention and any difficulties encountered in the transition process could harm PubCo’s business financial condition, results of operations and prospects. In addition, uncertainty about the effect of the Business Combination on Braiin systems, employees, customers, partners, and other third parties, including regulators, may have an adverse effect on PubCo. These uncertainties may impair PubCo’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

Braiin’s management has no or limited experience operating a U.S. public company.

Braiin’s executive officers and directors have no or limited experience in the management of a U.S. publicly traded company. Braiin’s management team may not successfully or effectively manage its transition to a public company following the Business Combination that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of PubCo. It is possible that PubCo will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Braiin’s and Northern Revival’s operations may be restricted during the pendency of the BusinessCombination pursuant to terms of the Business Combination Agreement.

Prior to the consummation of the Business Combination, Braiin is subject to customary interim operating covenants relating to carrying on its business in the ordinary course of business and is also subject to customary restrictions on actions that may be taken during such period without Northern Revival’s consent. As a result, Braiin may be unable, during the pendency of the Business Combination, to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions would prove beneficial.

Uncertainty about the effect of the Business Combination may affect our ability to retain key employees and may materially impact the management, strategy and results of our operation as PubCo

Uncertainty about the effect of the Business Combination on Braiin’s business, employees, customers, third parties with whom Braiin has relationships, and other third parties, including regulators, may have an adverse effect on PubCo. These uncertainties may impair PubCo’s ability to attract, retain and motivate key personnel for a period of time after the Business Combination. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with PubCo, our business could be harmed.

PubComay incur successor liabilities due to conduct arising prior to the completion of the Business Combination.

PubCo may be subject to certain liabilities of Northern Revival and Braiin. Northern Revival and Braiin at times may each become subject to litigation claims in the operation of its business, including, but not limited to, with respect to employee matters, intellectual property infringement matters and contract matters. Any litigation may be expensive and time-consuming and could divert management’s attention from PubCo’s business and negatively affect its operating results or financial condition. The outcome of any litigation cannot be guaranteed, and adverse outcomes can affect Northern Revival, Braiin and PubCo negatively.

52

Risks Related to PubCo’s Securities Following the Business Combination

Currently, there is no public market for the ordinary shares of PubCo. Northern Revival shareholders cannot be sure that an active trading market will develop for or of the market price of the ordinary shares of PubCo they will receive or that PubCo will successfully obtain authorization for listing on the Nasdaq.

Upon the consummation of the Business Combination, each ordinary share of Northern Revival will be converted into the right to receive one ordinary share of PubCo. PubCo is a newly formed entity and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses, or its operations publicly available. Northern Revival, and PubCo have agreed to use their best efforts to cause the ordinary shares of PubCo to be issued in the Business Combination to be approved for listing on the Nasdaq prior to the Effective Time of the Business Combination. However, the listing of shares on the Nasdaq does not ensure that a market for the ordinary shares of PubCo will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the ordinary shares of PubCo following the closing of the Business Combination and the ordinary shares of PubCo may trade at a price less than the current market price of Northern Revival Ordinary Shares.

Even if PubCo is successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their ordinary shares. If a public market for the PubCo’s ordinary shares does not develop, investors may not be able to re-sell their ordinary shares, rendering their shares illiquid and possibly resulting in a complete loss of their investment. PubCo cannot predict the extent to which investor interest in PubCo will lead to the development of an active, liquid trading market. The trading price of and demand for the ordinary shares of PubCo following completion of the Business Combination and the development and continued existence of a market and favorable price for the ordinary shares of PubCo will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results, and prospects of PubCo, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings, and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the ordinary shares of PubCo to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the ordinary shares of PubCo. Many of these factors and conditions are beyond the control of PubCo or PubCo shareholders.

PubCo’s share price may be volatile and could decline substantially.

The market price of PubCo’s ordinary shares may be volatile, both because of actual and perceived changes in the company’s financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in PubCo’s share price may include, among other factors discussed in this section, the following:

•actual or anticipated variations in the financial results and prospects of the company or other companies in the same industry;

•changes in financial estimates by research analysts;

•changes in the market valuations of other entertainment companies;

•announcements by PubCo or its competitors of new products and services, expansions, investments, acquisitions, strategic partnerships, or joint ventures;

•mergers or other business combinations involving PubCo;

•additions and departures of key personnel and senior management;

•changes in accounting principles;

•the passage of legislation or other developments affecting PubCo or its industry;

•the trading volume of PubCo’s ordinary shares in the public market;

53

•the release of lockup, escrow, or other transfer restrictions on PubCo’s outstanding equity securities or sales of additional equity securities;

•potential litigation or regulatory investigations;

•changes in economic conditions, including fluctuations in global and Chinese economies;

•financial market conditions;

•natural disasters, terrorist acts, acts of war, or periods of civil unrest; and

•the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities have been volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of PubCo’s ordinary shares.

The sale or availability for sale of substantial amounts of ordinary shares could adversely affect their market price.

Sales of substantial amounts of the ordinary shares in the public market after the completion of the Business Combination, or the perception that these sales could occur, could adversely affect the market price of the ordinary shares and could materially impair PubCo’s ability to raise capital through equity offerings in the future. The ordinary shares listed after the Business Combination will be freely tradable without restriction or further registration under the Securities Act. In connection with the Business Combination, Braiin and its directors, executive officers, and existing shareholders will exchange the ordinary shares of Braiin held by them for PubCo Ordinary Shares upon the consummation of the Business Combination and have agreed, subject to certain exceptions, not to sell any PubCo Ordinary Shares for 180 days after the date of this prospectus without the prior written consent of PubCo. Ordinary Shares of PubCo to be held by Braiin’s certain existing shareholders after the Business Combination may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lockup agreements.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline.

The trading market for PubCo’s ordinary shares will depend in part on the research and reports that securities or industry analysts publish about PubCo or its business. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, the trading price for its ordinary shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover PubCo downgrade its securities or publish inaccurate or unfavorable research about its business, its share price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to publish reports on the Combined Company, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.

If the benefits of the Business Combination do not meets the expectations of financial or industry analysts, the market price of PubCo’s securities may decline after the Business Combination.

The market price of PubCo’s securities may decline as a result of the Business Combination if:

•PubCo does not achieve the perceived benefits of the business combination as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•the effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of declining share prices.

54

Risks Related to PubCo Operating as a Public Company

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

PubCo is a Cayman Islands exempted company incorporated under the laws of the Cayman Islands. PubCo’s corporate affairs are governed by its memorandum and articles of association and the laws of the Cayman Islands. The rights of shareholders to take action against PubCo’s directors, actions by PubCo’s minority shareholders and the fiduciary duties of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standings to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands business companies like PubCo have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. PubCo’s directors have discretion under its articles of association that will become effective immediately prior to completion of the Business Combination to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, PubCo’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by PubCo’s management, users of the board of directors, or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

Future changes to U.S. and non-U.S. tax laws could adversely affect PubCo.

The U.S. Congress and other government agencies in jurisdictions where PubCo and its affiliates will do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting”, including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the countries in which PubCo and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect PubCo and its affiliates.

55

EXTRAORDINARY GENERAL MEETING OF NORTHERN REVIVAL SHAREHOLDERS

General

Northern Revival is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its Board for use at the Extraordinary General Meeting to be held on, 2023, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about   , 2023. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the Extraordinary General Meeting.

Date, Time and Place

The Extraordinary General Meeting will be held at ______________ and virtually at 10:00 a.m. Eastern Time on, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you owned Northern Revival Ordinary Shares as of the close of business on, 2023, which is the Record Date for the Extraordinary General Meeting. You are entitled to one vote for Northern Revival Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 7,947,744 Northern Revival Ordinary Shares issued and outstanding, including 1,910,244 public shares outstanding, and 6,037,500 founders shares. Northern Revival does not expect to issue any additional shares of ordinary shares on or before the Record Date.

Vote of the Sponsor, Directors and Officers

In connection with the Northern Revival IPO, Northern Revival entered into agreements with each of its Sponsor, directors and officers pursuant to which each agreed to vote any shares of ordinary shares owned by it in favor of the Business Combination Proposal. These agreements apply to the Sponsor as it relates to the founder shares. Our Sponsor with our directors and officers currently own 6,037,500 Northern Revival Ordinary Shares, representing approximately 75.96% of the 7,947,744 issued and outstanding Northern Revival Ordinary Shares. Our Sponsor, Northern Revival Initial Shareholders, and our directors and officers have agreed to vote all of their founder shares and all of their shares of Ordinary shares (including, but not limited to, shares of Ordinary shares sold in the Private Placement) in favor of the Business Combination Proposal. As a result, assuming there is a quorum at the Extraordinary General Meeting, we will not need any of our public shares, to be voted in favor of the Business Combination Proposal. The remaining proposals may be passed without any votes in favor by holders of our public shares.

Registering for the Extraordinary General Meeting

Pre-registration for virtual attendance at the Extraordinary General Meeting is recommended but is not required in order to attend through the following website: [•].

Any shareholder wishing to attend the virtual meeting should register for the meeting by, 2023. To register for the Extraordinary General Meeting, please follow these instructions as applicable to the nature of your ownership of our ordinary shares:

•If your shares are registered in your name with [•] and you wish to attend the online-only Extraordinary General Meeting, go to [•], enter the 14-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

56

•Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to [•]. Beneficial shareholders who e-mail a valid legal proxy will be issued a 14-digit meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting. After contacting [•], a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact [•] at least five (5) business days prior to the meeting date in order to ensure access.

Quorum and Required Vote for Proposals

A quorum of Northern Revival shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if a majority of the ordinary shares outstanding and entitled to vote at the Extraordinary General Meeting is represented in person (including by virtual attendance) or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the holders of issued and outstanding Northern Revival Ordinary Shares who attend and vote at the Extraordinary General Meeting as of the Record Date. Accordingly, a Northern Revival shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting or an abstention will have no effect on the outcome of any vote on the Business Combination Proposal.

The approval of the remaining Proposals (consisting of the PubCo Charter Proposal, the Incentive Plan Proposal and the Adjournment Proposal) requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Extraordinary General Meeting. Accordingly, a Northern Revival shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting or the failure of a Northern Revival shareholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that shareholder’s shares not being counted towards the number of Northern Revival Ordinary Shares required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the PubCo Charter Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Abstentions of persons appearing at the Extraordinary General Meeting likewise will also have no effect on the outcome of these proposals.

The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal) are approved at the Extraordinary General Meeting. The Adjournment Proposal is not a Condition Precedent Proposal for consummation of the Business Combination, and the Adjournment Proposal does not require the approval of any other proposal to be effective.

It is important for you to note that in the event that the Business Combination Proposal and the other Condition Precedent Proposals do not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial Business Combination by February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public shareholders.

Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges, if you hold your stock in “street name” through a broker, bank or other nominee, that entity cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe that all the proposals presented to our shareholders will be considered non-discretionary, and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is

57

not voting your shares is referred to as a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on a particular proposal.

Recommendation of Northern Revival’s Board

The Board has unanimously determined that each of the proposals is fair to and in the best interests of Northern Revival and its shareholders, and has unanimously approved such proposals. The Board unanimously recommends that shareholders:

•vote “FOR” the Business Combination Proposal;

•vote “FOR” the PubCo Charter Proposal;

•vote “FOR” the Incentive Plan Proposal; and

•vote “FOR” the Adjournment Proposal, if it is presented to the meeting.

When you consider the recommendation of our Board in favor of the proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. These interests include, among other things:

•If we do not consummate an initial business combination by February4, 2024, the 6,037,499 Class A ordinary shares and one Class B ordinary share held by the sponsor will be worthless (as the Sponsor has waived liquidation rights with respect to such shares). Northern Revival and the Sponsor have agreed that the Sponsor will forfeit 1,500,000 founders shares in connection with the Closing leaving 4,537,500 founders shares at Closing. Based on the price of the Northern Revival Ordinary Shares as of [•], 2023 of $[•], these shares have a value of $[•] as compared to the original purchase price of $25,000.

•If we do not consummate an initial business combination by February4, 2024, the 4,553,334 private placement warrants will be worthless. Pursuant to the terms of the Business Combination Agreement, at the Closing, those warrants will be cancelled in exchange for a payment to the Sponsor of $2,500,000.

•In connection with the IPO, the sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of any third party for services rendered or products sold to Northern Revival or prospective target businesses with which Northern Revival has entered into certain agreements;

•All rights specified in the charter relating to the right of officers and directors to be indemnified by Northern Revival, and of Northern Revival’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after an initial business combination and, if no initial business combination is completed by February4, 2024, so that Northern Revival liquidates, Northern Revival will not be able to perform its obligations to its officers and directors under those provisions;

•None of Northern Revival’s officers or directors has received any cash compensation for services rendered to Northern Revival, and all of the current officers and directors are expected to continue to serve in their roles at least through the date of the Extraordinary General Meeting and may continue to serve following any potential initial business combination and receive compensation thereafter; and

•The sponsor and Northern Revival’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination and, if we do not consummate an initial business combination by February4, 2024, they will not have any claim against the Trust Account for reimbursement so that Northern Revival will most likely be unable to reimburse such expenses.

In light of the foregoing, the Sponsor and Northern Revival’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Braiin rather than liquidate even if (i) Braiin is a less favorable company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and Northern Revival’s directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders.

58

Northern Revival’s Board was aware of and considered these interests and facts, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Northern Revival’s stockholders that they approve the Business Combination.

Voting Your Shares

Each Northern Revival Ordinary Shares that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your Northern Revival Ordinary Shares at the Extraordinary General Meeting:

•You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Northern Revival’s Board “FOR” the Business Combination Proposal, the PubCo Charter Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted.

•You Can Attend the Extraordinary General Meeting and Vote in Person.    When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Northern Revival can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•you may send another proxy card with a later date;

•you may notify Northern Revival’s secretary in writing before the Extraordinary General Meeting that you have revoked your proxy; or

•you may virtually attend the Extraordinary General Meeting, revoke your proxy, and vote in person (by virtual attendance) as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Northern Revival Ordinary Shares, you may call Advantage Proxy, Inc., Northern Revival’s proxy solicitor, at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free 877-870-8565
Banks and brokers call 206-870-8565
Email: KSmith@advantageproxy.com

No Additional Matters May Be Presented at the Extraordinary General Meeting

The Extraordinary General Meeting has been called only to consider the Business Combination Proposal, the PubCo Charter Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Under Northern Revival’s Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Extraordinary General Meeting.

59

Redemption Rights

Pursuant to the Northern Revival Memorandum and Articles of Association, any holders of public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable and up to $100,000 for dissolution expenses, calculated as of two (2) business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the Northern Revival IPO (calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to it to pay Northern Revival’s taxes payable and up to $100,000 of any remaining interest for dissolution expenses). For illustrative purposes, based on funds in the Trust Account of approximately $[•] on _______, 2023, the pro rata portion of the funds available in the Trust Account for the redemption of public Northern Revival Ordinary Shares was approximately $[•] per share (less taxes paid or payable).

In order to exercise your redemption rights, you must

•prior to 5:00 p.m. Eastern Time on         , 2023 (two (2) business days before the Extraordinary General Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental, Northern Revival’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Email: mzimkind@continentalstock.com

•deliver your public shares either physically or electronically through DTC to Northern Revival’s transfer agent at least two (2) business days before the Extraordinary General Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Northern Revival’s understanding that shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, Northern Revival does not have any control over this process and it may take longer than two (2) weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with Northern Revival’s consent, until the Closing of the Business Combination. If you delivered your shares for redemption to Northern Revival’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Northern Revival’s transfer agent return the shares (physically or electronically). You may make such request by contacting Northern Revival’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, shareholders should verify the market price of Northern Revival Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your Northern Revival Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Northern Revival Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your Northern Revival Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of Braiin, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

60

If the Business Combination is not approved and Northern Revival does not consummate an initial Business Combination by February 4, 2024 (or such later date as may be provided by amendment or extension in accordance with the Northern Revival Memorandum and Articles of Association) Northern Revival will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public shareholders and the warrants will expire worthless.

Northern Revival Appraisal Rights

Northern Revival shareholders are entitled to give notice to Northern Revivial prior to the Extraordinary General Meeting that they wish to dissent to the Business Combination to the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of his or her shares of Northern Revival if they follow the procedures set out in the Companies Act. It is Northern Revival’s view that such fair market value would equal the amount which Northern Revival shareholders would obtain if they exercise their redemption rights as described herein.

Proxy Solicitation

Northern Revival is soliciting proxies on behalf of its Board. This solicitation is being made by mail but also may be made by telephone, by facsimile, on the Internet or in person. Northern Revival will file with the SEC all scripts and other electronic communications as proxy soliciting materials.

Northern Revival will pay the cost of soliciting proxies for the Extraordinary General Meeting. Northern Revival has engaged Advantage Proxy to assist in the solicitation of proxies for the Extraordinary General Meeting. Northern Revival has agreed to pay Advantage Proxy a fee of $10,000 plus disbursements. Northern Revival will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses.

Northern Revival will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Northern Revival Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Northern Revival Ordinary Shares and in obtaining voting instructions from those owners. Northern Revival’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

61

THE BUSINESS COMBINATION PROPOSAL

We are asking our shareholders to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Our shareholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety before voting on this proposal.

We may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the outstanding ordinary shares.

Business Combination Agreement

On October1, 2023, we entered into the Amended and Restated Business Combination Agreement with our Sponsor, Braiin, PubCo, and the Braiin Supporting Shareholders who collectively own 100% of the outstanding Braiin Shares. Pursuant to the terms of the Business Combination Agreement, following the Initial Merger, the Business Combination between Northern Revival and Braiin will be effected as a Share Exchange in which Braiin shareholders exchange 100% of their Braiin Shares for a pro rata portion of PubCo Shares with an aggregate value of $572million. 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. Following the Share Exchange, Braiin will continue as a subsidiary of the Combined Company. We refer to Northern Revival after giving effect to the Business Combination, as “PubCo” or the “Combined Company.”

The purpose of the Initial Merger is to establish a Cayman Islands company that would be a “foreign private issuer” as that term is defined under the Exchange Act. As a result of the Initial Merger, the Northern Revival shareholders will no longer be shareholders of Northern Revival and (other than the Northern Revival shareholders who exercise their redemption rights) will become shareholders of PubCo, a foreign private issuer.

As a foreign private issuer, PubCo will be exempt from certain rules under the Exchange Act, prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, PubCo will not be required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC, and will not be required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose. PubCo will also be permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, PubCo’s corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.

Upon the approval of the Business Combination Agreement, Northern Revival and PubCo will execute the Plan of Merger, which shall be filed with the Registrar of the Cayman Islands with certain other documents on or prior to the closing of the Initial Merger. At the effective time of the Initial Merger, Northern Revival will merge with and into PubCo. The separate corporate existence of Northern Revival will cease and PubCo will continue as the surviving corporation. In connection with the Initial Merger, all outstanding Northern Revival Units will separate into their individual components of Northern Revival Ordinary Shares and Northern Revival Warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Northern Revival shareholders shall be exchanged as follows:

(i)Each Northern Revival Ordinary Share issued and outstanding immediately prior to the effective time of the Initial Merger (other than any redeemed shares) will automatically be cancelled and cease to exist and, for each Northern Revival Ordinary Share, PubCo shall issue to each Northern Revival shareholder (other than Northern Revival shareholders who exercise their redemption rights in connection with the Business Combination or the PubCo Charter Proposal) one validly issued PubCo Ordinary Share, which, unless explicitly stated herein, shall be fully paid; and

(ii)Each whole Northern Revival Warrant issued and outstanding immediately prior to effective time of the Initial Merger will convert into a PubCo Warrant to purchase one PubCo Ordinary Share (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the Northern Revival Warrants.

62

Simultaneously with the execution of the Business Combination Agreement, Northern Revival 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 Northern Revival Ordinary 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 founder shares immediately prior to the Closing and to waive: (i) redemption rights with respect to its Northern Revival shares in connection with the Business Combination, and (ii) the right to have any working capital loans extended to Northern Revival converted into warrants.

Share Exchange Consideration

The total consideration to be paid at Closing by PubCo to Braiin security holders (the “Exchange Shares”) will be payable in PubCo Ordinary Shares valued at (i) $572million, minus (ii) the indebtedness (excluding Indebtedness under any Company Convertible Security that will be converted into Company Shares prior to or at the Closing) of Braiin and its Subsidiaries as of the date of the Business Combination Agreement, plus (iii) cash and cash equivalents of Braiin and its Subsidiaries as of Closing. For purposes of determining the number of Exchange Shares to be issued, the Northern Revival Ordinary Shares will be valued at $10.00 per share.

Representations, Warranties and Covenants

The Business Combination Agreement contains customary representations, warranties and covenants with respect to, among other things, operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Business Combination Agreement also contains additional covenants of the parties, including, among others, with respect to provision of information, cooperation in the preparation of the Registration Statement and to identify additional sources of third-party financing sources in the form of debt or equity investments (“Transaction Financing”).

Northern Revival Incentive Plan

Northern Revival has agreed to adopt an incentive plan (the “Incentive Plan”) to be developed in consultation with Braiin and third-party advisors with market-based metrics and customary terms for incentive plans of similarly situated public companies.

Non-Solicitation Restrictions

Each of Northern Revival, Braiin and the Braiin Supporting Shareholders has agreed to not to directly or indirectly take any action to solicit, initiate continue, or encourage a Business Combination Proposal (as such term is defined in the Business Combination Agreement).

Conditions to Closing

The consummation of the Business Combination is conditioned upon, among other things, (i) the absence of any governmental or court order, determination or injunction enjoining or prohibiting the Business Combination and related transactions, (ii) effectiveness of the Registration Statement and completion of the Shareholder Meeting, including any associated redemptions by Northern Revival shareholders, (iii) approval of the Business Combination and related transactions at the Shareholder Meeting, (iv) the Share Consideration being approved for listing on Nasdaq, and (v) all necessary regulatory approvals being obtained.

Solely with respect to Northern Revival’s and PubCo’s obligation to close, the consummation of the Business Combination and related transactions is conditioned upon, among other things, (i) Braiin’s representations and warranties being true and correct in all material respects (except where failure, individually and in the aggregate, would not have a Material Adverse Effect (as defined in the Business Combination Agreement)), (ii) Braiin having complied with all of its covenants in all material respects, (iii) Braiin and certain Braiin Shareholders having executed and delivered Braiin Shareholder Lock-Up Agreements (as defined below), (iv) Braiin having acquired PowerTec and Vega and transferred all intellectual property and other assets used in their respective business within its corporate structure, (v) all Braiin shareholders having agreed to exchange their Braiin Shares for PubCo Ordinary Shares in the Share Exchange, and (vi) no Material Adverse Effect (as defined in the Business Combination Agreement) having occurred to Braiin or its subsidiaries.

63

Solely with respect to Braiin’s obligations, the consummation of the Business Combination and related transactions is conditioned upon, among other things, (i) Northern Revival’s representations and warranties being true and correct in all material respects (except where failure, individually and in the aggregate, would not have a Material Adverse Effect), (ii) Northern Revival having complied with all of its covenants in all material respects, (iii) Northern Revival and the Sponsor having executed and delivered Braiin Shareholder Lock-Up Agreements, and (iv) Northern Revival having, immediately after the closing of the Business Combination, at least $15 million available from the trust account established in connection with Northern Revival’s IPO (the “Trust Account”) and any Transaction Financing, but after paying expenses of Northern Revival and Braiin and any redemption payments due to shareholders who elect to redeem their Northern Revival Ordinary Shares.

Termination

The Business Combination Agreement may be terminated at any time by mutual consent or: (i) by either party if: (A) Northern Revival’s shareholders do not approve the Business Combination Agreement at the Shareholder Meeting, or (B) the Business Combination is permanently enjoined by a final, non-appealable governmental order or law, (ii) by Northern Revival if: (A) there is any breach that would prevent Braiin from satisfying Northern Revival’s closing conditions that Braiin cannot cure within thirty days, (B) if the closing has not occurred by February 4, 2024, (iii) by Braiin if: (A) there is any breach that would prevent Northern Revival from satisfying Braiin’s closing conditions that Northern Revival cannot cure within thirty days, or (B) if Northern Revival gives notice of a breach and the closing does not occur by the end of the cure period. If the Business Combination is not consummated by February 4, 2024 (except in the case of termination by either party due to the other’s breach): (i) Braiin will pay Northern Revival up to $700,000 in certain expenses if Northern Revival has satisfied all closing conditions and is ready, willing and able to consummate the Business Combination, or (ii) Northern Revival will pay 50% of certain Braiin expenses, but up to a maximum of $700,000, if Braiin has satisfied all closing conditions and is ready, willing and able to consummate the Business Combination.

The Business Combination Agreement and the other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about Northern Revival, Braiin or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specified date, are modified or qualified by information in one or more disclosure schedules prepared in connection with the execution and delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about Northern Revival, Braiin or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that Northern Revival makes publicly available in reports, statements and other documents filed with the SEC. Northern Revival and Braiin investors and securityholders are not third-party beneficiaries under the Business Combination Agreement.

Certain Related Agreements

Sponsor Support Agreement and Share Surrender

Simultaneously with the execution of the Business Combination Agreement, Northern Revival and Braiin entered into a support agreement with the Sponsor (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed to vote its Northern Revival 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 Founders Shares immediately prior to the Effective Time and to waive: (i) redemption rights with respect to its Northern Revival shares in connection with the Business Combination, and (ii) the right to have any working capital loans extended to Northern Revival converted into warrants.

Company Shareholder Support Agreements

Simultaneously with the execution of the Business Combination Agreement, Northern Revival 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.

64

Company Shareholder Lock-Up Agreement

At the Closing, Northern Revival, Braiin and certain Braiin shareholders will enter into a series of Lock-Up Agreements (the “Company Shareholder Lock-Up Agreements”) pursuant to which the shareholders will agree not to sell or transfer any PubCo Ordinary Shares or securities exercisable for or convertible into PubCo Ordinary Shares (the “Lock-Up Shares”) for a period extending from the closing until the earlier of (i) six months after the closing, (ii) the time, 150 days or more after the closing, that the last sale price of PubCo is at least $12.00 for any 20 trading days within a 30-trading-day period, and (iii) the liquidation, merger, share exchange, reorganization or other similar transaction that results in all of PubCo’s shareholders have the right to exchange their PubCo Ordinary Shares for cash, securities or other property (the “Lock-Up”).

Amended and Restated Registration Rights Agreement

At the Closing, Northern Revival, Braiin, the Sponsor, PubCo and certain Braiin shareholders will enter into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) with respect to the resale of shares of PubCo held, or acquired before or pursuant to the Share Exchange by the Sponsor and such shareholders (“Holders”). The Amended and Restated Registration Rights Agreement amends and restates the registration rights agreement dated February 1, 2021 entered into in connection with the Northern Revival Northern Revival IPO. Subject to the Lock-Up, PubCo will file a registration statement to register the public resale of the Holders’ shares as soon as reasonably practicable, but in any event within 30 calendar days following the consummation of the Business Combination. In addition, subject to certain requirements and customary conditions, including with regard to when requests may be made, the Holders may request to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed, in the aggregate, $10 million or includes all of the remaining shares held by the requesting Holder. In addition, Holders will have certain “demand” and “piggy-back” registration rights that require PubCo to separately register the resale of their shares or to include such securities in registration statements that PubCo otherwise files, respectively, subject to certain requirements and customary conditions. The Amended and Restated Registration Rights Agreement does not contain liquidated damages provisions or other cash settlement provisions resulting from delays in registering PubCo’s securities. PubCo will bear the expenses incurred in connection with the filing of any such registration statements.

Forward Purchase Agreement

In connection with the Business Combination, Northern Revival, Braiin and Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Meteora”) entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”). Entities and funds managed by Meteora own equity interests in the Sponsor.

The Forward Purchase Agreement was entered into on March 16, 2023, prior to the signing and announcement of the Business Combination Agreement. Pursuant to the Forward Purchase Agreement, Meteora has agreed to make purchases of Northern Revival Ordinary Shares: (a) in open-market purchases through a broker after the date of Northern Revival’s redemption deadline in connection with the vote of Northern Revival shareholders to approve the Business Combination from holders of Northern Revival Ordinary Shares, including those who elect to redeem Northern Revival Ordinary Shares and subsequently revoked their prior elections to redeem (the “Recycled Shares”) and (b) directly from Northern Revival, newly-issued Northern Revival Ordinary Shares (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 Northern Revival Ordinary Shares outstanding on a post-transaction basis) (the “Maximum Number of Shares”). Meteora has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination.

The Forward Purchase Agreement provides that no later than the earlier of (a) one business day after the closing of the Business Combination and (b) the date any assets from Northern Revival’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 Northern Revival Ordinary Shares multiplied by (y) the Initial Price and (ii) $3,000,000.

65

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 Northern Revival 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 Northern Revival 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 Northern Revival 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 Northern Revival Ordinary Shares less (b) the number of Terminated Shares, multiplied by (2) $1.50 in the event of cash or, in the event of Northern Revival 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.

Northern Revival has agreed to indemnify and hold harmless Meteora, its affiliates, assignees and other parties described therein (the “Indemnified Parties”) from and against all losses, claims, damages and liabilities under the Forward Purchase Agreement (excluding liabilities relating to the manner in which Meteora sells any shares it owns) and reimburse the Indemnified Parties for their reasonable expenses incurred in connection with such liabilities, subject to certain exceptions described therein, and has agreed to contribute to any amounts required to be paid by any Indemnified Parties if such indemnification is unavailable or insufficient to hold such party harmless.

Joseph Tonnos, a Principal and Associate Portfolio Manager at Meteora Capital, LLC, an investor in the Sponsor, served on the Northern Revival board of directors from February 9, 2023 until his resignation on March 15, 2023. Mr. Tonnos promptly disclosed this conflict of interest to the board of directors of Northern Revival and refrained from participating in any discussions or any vote regarding the Forward Purchase Agreement or the transactions contemplated therein. Mr. Tonnos resigned from the Northern Revival board of directors prior to any approval of the Forward Purchase Agreement. Such resignation was not a result of disagreement with Northern Revival on any matter relating to its operations, policies or practices.

Background of the Business Combination

Northern Revival is a special purpose acquisition company that was incorporated on November 4, 2020, and established with the objective of executing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or another similar business combination with one or more businesses. The Business Combination with Braiin is the result of a proactive search for a potential business combination transaction, using the network and investment and transaction experience of Northern Revival’s management team and Board. While Northern Revival’s search for a prospective business target was not restricted to any specific industry or geographic region, Northern Revival aimed to focus on tech-enabled industries. Northern Revival initially identified 1,000 companies, evaluated approximately 250 targets and met with and conducted preliminary diligence on 42 companies before arriving at a business agreement with Braiin. During this period, Northern Revival narrowed its focus to 6 other companies and ultimately concluded Braiin as the target for this business combination.

On February 4, 2021, Northern Revival completed its IPO, grossing $241.5 million in proceeds (including the full exercise of the underwriters’ over-allotment option, but prior to underwriting discounts, commissions, and offering expenses). Concurrently with the consummation of the IPO, Northern Revival executed a private placement (the “Private Placement”) in which it sold 4,553,334 Private Warrants to the Sponsor at a price of $1.50 per Private Warrant (for a total purchase price of approximately $6.8 million). Before the IPO, neither Northern Revival nor anyone on its behalf had identified any particular business combination or initiated or partook in any substantive discussions, formal or otherwise, with any business combination target concerning a business combination with Northern Revival.

66

After the completion of the IPO, Northern Revival’s officers and directors initiated a proactive, targeted search for an initial pool of potential business combination targets by leveraging the networks of its officers, directors, and Sponsor affiliates, which included investment bankers, private equity firms, and hedge funds, as well as numerous other business connections. Northern Revival was also approached by several individuals and entities regarding business combination opportunities. Northern Revival’s due diligence, evaluation, and analysis process incorporated, among other things, scrutiny of each target’s product pipelines, potential product or service offerings, technology, market potential, and financial information, each based on publicly available data, other market research available to the management team, and the management team’s preexisting knowledge of the potential targets due to existing relationships and networks. In the case of Braiin, Northern Revival used its knowledge of the agriculture technology industry and Braiin’s business, technologies, and potential product offerings.

As described in the prospectus below was the criteria that Northern Revival used in evaluating opportunities:

Consistent with our business strategy, we identified companies with compelling growth potential and a combination of the characteristics detailed below. We specifically targeted opportunities where we could leverage Northern Revival’s differentiated operating capabilities to accelerate growth or increase profitability. We used these criteria and guidelines in evaluating acquisition opportunities. Our intent was to acquire one or more companies or assets that we believed had the following attributes:

•B2B and B2B2C software and tech-enabled services businesses. We focused on companies that are reshaping business information technology by providing critical, high-value-add solutions via software or tech-enabled services. We believe such companies are benefiting from the digitalization, cloud-migration, and proliferation of data across the enterprise.

•Healthy end markets with strong long-term secular trends. We targeted companies that operated in markets with attractive long-term growth prospects and reasonable overall size or potential.

•Minimal technology risk with high switching costs. We evaluated companies that provide or automate core solutions required to operate a business in their target markets, and whose solutions are difficult to displace due to their mission-critical nature. These solutions are characterized by systemic integration within end customer organizations, competitive differentiation and insulation from future disruptive technologies.

•Consistent and compelling growth prospects and significant recurring revenues. We evaluated companies with attractive growth vectors that demonstrate a high level of recurring revenue and strong customer retention rates. We sought companies that have the ability to generate strong revenue growth through new customer acquisition, cross-selling to existing customers, and acquisitions of complementary companies and products.

•Attractive, inherently profitable businesses with high operating leverage. We evaluated companies that we believe possess not only an established business model and sustainable competitive advantages, but also inherently profitable unit economics.

•Knowledgeable management teams with relevant industry experience and a proven track record. We targeted companies with expert management teams that have specialized knowledge of their respective industry sector and are active leaders in developing or deploying technology to provide a solution for a problem or challenge within their respective industry sector.

•Established business models. We targeted companies with proven business models and a demonstrated ability to scale by extending product portfolios into new markets.

•Benefit from being a public company. We focused on companies that could benefit from being publicly traded and can effectively utilize access to capital and the public profile associated with being a publicly-traded company.

•Platform that can become a consolidator. We focused on companies that can benefit from our team’s experience driving growth through strategic add-on acquisitions. These companies are typically in fragmented markets with many participants offering overlapping solutions.

67

As Northern Revival started the process of appraising potential targets for a business combination, the management and certain directors received interest from several companies operating in various other sectors that weren’t initially within Northern Revival’s scope. During a regular call with the Board of Directors, it was collectively agreed to broaden their evaluation of target companies.

The following encapsulates a comprehensive overview of the discussions with Northern Revival’s eight primary business combination candidates:

Target 1:

In February 2021, subsequent to the IPO, Northern Revival was introduced to Target 1 through a relationship at a private equity firm. Target 1 was already in discussions with other possible acquirors, but the existing relationships, company profile and interest in our expertise allowed us to conduct thorough diligence. Northern Revival met with the board and management over the course of a month to understand the needs and direction of the company. Northern Revival discussed potential with a long history of investing in vertical software and they understood the value proposition, stickiness, and organic/inorganic growth opportunities that a market leader like Target 1 could access. The Target had the revenue, ARR profile, organic growth and EBITDA margins that would allow for a successful outcome. In addition, Northern Revival management had a prior investment in a company that had a long-standing relationship with the private equity firm. This investment was a key advantage for Northern Revival as there were several tangential opportunities and learnings to enhance the value proposition for Target 1. Northern Revival submitted what it believed was a competitive bid offer in April 2021. After a few weeks of deliberation, the Target ultimately decided to not move forward with a SPAC offer and, instead, elected to raise additional capital from a private equity firm, ultimately remaining private.

Target 2:

In April 2021, a firm solicited Northern Revival to engage in a private investment, seeking to leverage Northern Revival’s capabilities for its intended public offering. Target 2 demonstrated a unique software system for the real estate industry and positioned itself as a leading platform for value creation within the ecosystem.

During that engagement, Northern Revival dedicated significant resources to evaluate the company’s management and observed consistent strong performance in key growth, retention, and profitability metrics without the support of institutional funding. After conducting an extensive due diligence process, Northern Revival concluded that Target 2 was well-positioned for growth within the notably fragmented real estate market.

In the evaluation process, Northern Revival consulted numerous individuals from its expert network, including board members and associates. All of these confirmed the quality of the investment prospect. However, following a series of deliberations, the board of Northern Revival determined that the two-pronged strategy of initial investment and subsequent public offering presented considerable complexities due to Target 2’s organizational structure.

In May/June 2021 Northern Revival chose to discontinue primary discussions for a potential business combination. However, it remained in close contact with the company to potentially explore future opportunities.

Target 3:

In April 2021, a leading-tier investment bank approached Northern Revival with an invitation to participate in a SPAC process for a company identified as Target 3. Target 3 operated in the software food services sector and boasted a world-class leadership team steered by its original founder.

The investment bank extended an invitation to Northern Revival to partake in the bidding process, which encompassed preliminary due diligence and management interviews. Following the initial screening, both the management team and the investment bank shortlisted Northern Revival as one of three finalists, from an original roster of approximately 15 potential sponsors who had expressed interest.

To further evaluate the opportunity, Northern Revival executed a series of detailed interviews with management, which included on-site visits and third-party references. Furthermore, Northern Revival engaged with board members and advisors whose knowledge and expertise could potentially add significant value to Target 3.

68

Target3, which showcased positive EBITDA and robust growth, found the years of market experience from Northern Revival’s network, advisors, and management, as well as the prospective client base Northern Revival could offer, extremely appealing. These factors aligned seamlessly with Northern Revival’s investment thesis.

Upon a thorough examination of the firm’s financials and management team, Northern Revival discerned that Target 3 held a strong competitive advantage, was led by a team with deep industry expertise and a commendable track record, had received positive customer feedback, and boasted leading-edge software development along with healthy financials.

As a result, Northern Revival extended a nonbinding letter of interest to Target 3 through the investment bank. Following further discussions, Target 3 decided against pursuing the SPAC option, opting to retain its private status. Nonetheless, Northern Revival preserved its relationship with Target3, keeping the door open for potential opportunities in the future.

Target 4:

In June 2021, an invitation was extended to Northern Revival to participate in the evaluation process of an expanding B2B financial services technology company, known as Target 4. The management of Northern Revival shared a close rapport with the leading investment bankers representing the target company. The investment bankers perceived that Northern Revival’s management could impart essential expertise to Target 4 and enhance its already comprehensive management team.

For a span of two months, Northern Revival carried out due diligence to assess growth opportunities, financial performance, and the cross-selling potential of Target 4’s products. Following the investigation, Northern Revival determined that Target 4 was a highly robust company with substantial growth prospects.

During the process, Northern Revival facilitated extensive discussions with potential PIPE investors and successfully secured commitments for an investment ranging from $150 to $200 million. In July 2021, Northern Revival received information that it had been selected as one of the two contenders advancing in the bidding process.

Throughout the course, Northern Revival persistently refined its bid, identified potential external board member candidates, and finalized the financing arrangements. However, in August 2021, Northern Revival was informed that another sponsor, who had offered a significantly higher valuation in the final bid, was awarded the deal. Northern Revival was asked to consider a re-bid, however the management and board of Northern Revival remained steadfast in their commitment to providing a valuation that would be upheld in the public markets, to sustain long-term growth.

Target 5:

In October 2021, an investment bank engaged in facilitating mergers and acquisitions for Target 5 approached Northern Revival with a proposition to make Target 5’s initial public offering (IPO) through its special purpose acquisition company (SPAC). Target 5 operated as a software and financial services firm within the food services industry, a sector in which our company, possesses significant expertise. Target 5 demonstrated a financial profile that aligned with Northern Revival’s core criteria, exhibiting robust revenue and EBITDA growth, along with potential for product expansion. Moreover, Target 5 had a major private equity investor seeking to divest a majority stake in light of the conclusion of their first fund’s lifecycle.

Northern Revival conducted a thorough assessment, including interviews with key customers and management, revealing strong client retention and outstanding management feedback. As part of the due diligence and bidding process, Northern Revival secured an external debt facility worth approximately $100 million from a Tier I financial institution. This facility was intended to support the private investment in public equity (PIPE) process and provide financing for the company.

After months of negotiations, in December 2021, Target 5 identified Northern Revival as the preferred party to proceed with a Business Combination, should the company decide to move forward in that direction. Northern Revival maintained a close relationship with Target5, offering strategic guidance and identifying growth opportunities.

69

However, in March 2022, Target 5 determined that the optimal course of action was to remain a private company and proceed with a majority sale to a private equity firm. While Northern Revival was regarded as a preferred party by Target5, the challenging macroeconomic conditions ultimately presented insurmountable obstacles for them.

Target 6:

In February 2022, leveraging a proprietary relationship from its management, Northern Revival initiated contact with Target 6 to explore a potential business opportunity. Target 6 operated as a Software-as-a-Service (SaaS) provider in the real estate sector, a field that aligned closely with Northern Revival’s core market expertise. At the time of our engagement, Target 6 was in the process of devising a financing strategy and expressed an interest in establishing a relationship with a SPAC.

A key member of Northern Revival’s board facilitated an introduction to Target 6’s CEO, enabling in-depth discussions regarding the potential synergies between Northern Revival and Target 6. While Target 6 boasted a strong revenue profile and exhibited impressive earnings growth, the CEO expressed particular interest in the client relationships that Northern Revival could bring to the table. Drawing from the collective experiences of Northern Revival’s team, it was evident that achieving substantial growth would not be overly challenging, as many of the individuals within Northern Revival’s advisory network had the potential to become clients of Target 6.

One fundamental aspect of Target 6’s business plan involved a sizable merger and acquisition (M&A) opportunity, which had the potential to double the size of the company. However, it became apparent that the timing of this transaction would extend beyond the time constraints imposed by the SPAC. Consequently, it was determined that pursuing this course of action would not yield a favorable outcome.

Moreover, there were two verticals within Target 6 that had yet to be proven, although the underlying thesis held that these areas would experience rapid growth, irrespective of Northern Revival’s involvement. Northern Revival submitted a bid that aligned with current industry comparables. However, it is worth noting that the prevailing market conditions at the time were not conducive to favorable valuations. Consequently, Target 6 opted not to proceed with the valuation proposed by Northern Revival.

Target 7:

In April 2022, a leading investment bank initiated a process to facilitate the public listing of a SaaS company. Given that a traditional initial public offering (IPO) was not a viable option, the company decided to pursue a SPAC as its chosen route to enter the public markets. Recognizing the management of Northern Revival’s track record and successful collaborations in both SPAC transactions and previous engagements, the investment bank held a positive view of Northern Revival’s capabilities. Furthermore, Target7, the SaaS company in question, had established multiple proprietary relationships within the Northern Revival network, highlighting a strong cultural alignment between the parties involved.

Northern Revival dedicated two months to a comprehensive due diligence process, enlisting the expertise of tech specialists to thoroughly analyze Target 7’s technological differentiators. Significantly, over half of Target 7’s client base exhibited deep engagement with the company, demonstrating a history of sustained partnerships lasting over five years, characterized by robust revenue retention. These qualities proved highly appealing to Northern Revival , affirming the attractiveness of Target 7 as a potential investment opportunity.

Throughout the evaluation period, Northern Revival conducted multiple meetings with Target 7’s management team, fostering a strong sense of commitment and establishing a cohesive bond between the two entities. These interactions occurred both virtually and in-person, underscoring Northern Revival’s dedication to ensuring a thorough understanding of Target 7’s operations and strategic vision.

In order to support Target 7’s growth and facilitate its transition to the public markets, Northern Revival successfully secured financing exceeding $200 million. This financing comprised a combination of private investment in public equity (PIPE), forward purchase offers, and equity commitments. The level of performance and support provided by Northern Revival garnered high praise from Target7, particularly given the prevailing market dynamics at the time.

70

By June 2022, Target 7 narrowed down the pool of potential partners to three parties, including Northern Revival, to continue the collaboration. Following the submission of final bids, Northern Revival ultimately lost the opportunity due to a valuation discrepancy. The winning party’s bid exceeded that of Northern Revival, leading to their selection by Target 7.

Target 8:

In July 2022, an advisor from Northern Revival initiated contact with the CEO of a real estate investment manager, Target8, to explore the possibility of an investment. Target8, a US-based investment manager specializing in European real estate asset acquisitions, sought a recapitalization strategy and access to public markets through both debt and equity offerings. Due to certain circumstances, such as an unfeasible initial public offering (IPO) option, Target 8 expressed interest in exploring alternative avenues. Recognizing the potential of the investment opportunity, Northern Revival engaged in an extensive due diligence process to assess the viability of a public offering for Target 8.

During the meticulous evaluation, Northern Revival scrutinized various aspects of Target 8’s business, with a particular focus on assessing the net operating income (NOI) and capitalization rate (cap rate) of the company. These key financial indicators provided valuable insights into the stability and foundation of the business, forming a basis for a potential successful public offering. Consequently, Northern Revival’s proposed terms that were deemed acceptable by Target8, and significant efforts were invested into progressing towards a favorable transaction.

However, as part of the rigorous diligence process, tax advisors uncovered intricate complexities related to a cross-border real estate transaction between the United States and Europe. These tax challenges would have potentially adversely impacted all parties involved and ultimately negated the advantages for Target 8’s existing investors. Upon careful consideration and consultation with management and the board, it was decided in August 2022 to terminate the discussions with Northern Revival and redirect efforts towards pursuing alternative opportunities that had better profiles.

This decision reflected a prudent approach to avoid potential tax-related complications and to ensure the best interests of Target 8 and its stakeholders. Despite the conclusion of discussions, Northern Revival remained committed to identifying and exploring other promising investment prospects aligned with its investment objectives.

In August 2022, Natraj Balasubramaniam, CEO and Co-founder of Braiin, initiated a strategic conversation with Manpreet Singh and Aemish Shah from Northern Revival. The discussion centered around the exploration of a potential merger between Braiin and Northern Revival. Concurrently, Braiin was considering a public listing on the Australian Securities Exchange (ASX), but an opportunity to go public via the Nasdaq in the US presented a more advantageous route. The dialogue focused on the potential for business expansion and the global opportunity in agriculture technology. Northern Revival’s network could offer valuable capital market experience and global investor outreach. Braiin’s compelling growth trajectory presented an attractive proposition for the public markets. Furthermore, Braiin’s product focus on AI/ML applications in agriculture technology, along with drone and IoT integrations, constituted a significant macro investment thesis.

On September 16, 2022, Northern Revival entered into a Non-Disclosure Agreement (NDA) with Braiin and scheduled an introductory video call to gain a deeper understanding of Braiin’s business. Mr.Balasubramaniam, CEO of Braiin, guided the Northern Revival Management Team through the company’s history, primary business units, and significant client accounts.

On September 19, 2022, Braiin provided the Northern Revival management team with access to a detailed data room containing critical financial information, product specifics, and future business roadmaps. The Northern Revival management team initiated a comprehensive financial and product analysis based on this data.

During a telephonic conversation on September 23, 2022, both parties discussed Braiin’s ability to scale its operations in line with expected revenue growth metrics. The growth plan included additional M&A activities, key customer acquisition in South Asia, and the establishment of a high-profile business presence.

On September 30, 2022, Northern Revival internally decided to prepare a draft term sheet to explore a potential business collaboration with Braiin. The term sheet provided a baseline for a feasible deal and the initiation of a detailed due diligence process.

71

On October 3, 2022, a further in-depth video call took place to review the findings from the data room and address questions concerning client contract structures and recurring revenue patterns. This meeting also covered Braiin’s M&A pipeline and potential product synergies.

On October 11, 2022, Northern Revival presented the term sheet to Natraj Balasubramaniam and co-founder Darren McVean. A comprehensive video call ensued to discuss the terms, structure of the opportunity, SPAC process, Braiin’s future business strategy, PIPE process, capital raising efforts, and potential valuation and market value ranges.

On October 17, 2022, another video call between the Northern Revival and Braiin teams occurred to negotiate specifics around revenue requirements and M&A details. Braiin was in the process of finalizing several contracts, including one that was expected to close shortly.

A series of calls took place on October 19 and21, 2022, where the teams discussed potential acquisition targets, the core focus of the company, and negotiated the terms of a non-binding Letter of Intent (LOI).

On October 27, 2022, Braiin provided a detailed list of its existing customers, revenue activity, and associated contract value. This was followed by a call to review each business line and customer profile.

On November 1, 2022, Braiin signed a non-binding LOI with a company that added approximately $18M of Revenue. Additionally, they signed contracts with three new customers that added $5.5M of revenue. Specific details of these contracts were shared via email and discussed over the phone.

On November 3, 2022, a joint Northern Revival and Braiin team launched a detailed due diligence initiative, covering finance, M&A, strategy, capital markets, and business development sectors. Specific roles were allocated within each workstream, spearheaded by Northern Revival members and Braiin’s key executives.

Between November 7 and14, 2022, Natraj Balasubramaniam and Darren McVean provided an in-depth presentation of Braiin’s history and narrative to Northern Revival’s internal team. The following two weeks saw intense engagement, with in-person meetings, networking dinners, and deep-dive sessions. Additional global advisors joined remotely, and specialized consultants were sought in agriculture technology, IoT, ESG, and SEA.

On November 15, 2022, Northern Revival introduced Braiin to a selection of its SPAC advisors, including representatives PwC, GT, Deloitte, and BDO who were positioned to guide Braiin through the de-SPAC process. Northern Revival prepared a pre-LOI diligence checklist to facilitate the process.

Finally, on November 20, 2022, Braiin responded to the pre-LOI diligence checklist, elucidating both their and Northern Revival’s roles in the process ahead. This mutual understanding fostered a comprehensive analysis of the prospective merger’s dynamics.

On the 20th of November, 2022, Braiin responded to the pre-LOI checklist. This exchange of information facilitated a more nuanced and in-depth assessment of the dynamics associated with the proposed business combination transaction.

Subsequent to the receipt of these responses, the Northern Revival team conducted internal deliberations to review the provided material. In a furtherance of this review process, a conference call was arranged with Natraj Balasubramaniam, the CEO of Braiin, on November 21, 2022. The dialogue during this call led to the consensus that certain facets of the deal necessitated additional negotiations for the purpose of finalizing the LOI. Key discussion points during these negotiations were modifications to the pre-money valuation, terms related to the warrant repurchase, and specification of the final closing conditions.

On November 22, 2022, further dialogue was initiated with Braiin’s management during a telephonic conversation. The primary objective of this discussion was to contemplate a revised strategy addressing the revenue expectations, total projected revenue at close, and the projected EBITDA.

Following these discussions, Northern Revival submitted a revised LOI to Braiin on November 23, 2022, stipulating a total enterprise value of $190 million.

72

Subsequent to the feedback and inputs received, Northern Revival revised the LOI on December 4, 2022. This document sought to encapsulate the changes negotiated, and clarified the governance structure, and composition of the board members.

Braiin, in concert with their legal counsel, Winston & Strawn LLP, provided a response to the LOI on December 12, 2022. This revised LOI delineated the modalities of utilizing the balance sheet capital to facilitate the repurchase of up to $10M worth of outstanding Northern Revival warrants at close, contingent on the parties’ agreement. Furthermore, consensus was achieved on allocating up to 1 million shares from the SPAC for the purpose of facilitating a financing with PIPE investors.

On December 13, 2022, representatives from Northern Revival and Braiin convened in-person to discuss the details of the term sheet. The discussion encompassed specifics surrounding the valuation approach, utilization of the sponsor warrants, and the minimum debt and equity requirements. Counsel from both entities, participated in this crucial meeting, following which a revised LOI was circulated.

On December 14, 2022, Northern Revival and Braiin continued to collaborate to refine the equity valuation. Additional dialogues were initiated with legal counsel to clarify the disparity between pre-money and post-transaction values of the merged entity. This ambiguity incited further discussions concerning the lock-up period of shares.

A pivotal meeting took place between Natraj Balasubramaniam and Aemish Shah on December 15, 2022, to finalize the remaining aspects of the transaction. The key focus points included the forfeiture of shares, the enterprise value, and the duration of the lock-up period for shares. The meeting, spanning a couple of hours, culminated in a mutual agreement to finalize the LOI.

Finally, on December19, 2022, Braiin and Northern Revival entered into a non binding LOI.

During the period between December 19, 2022 through the circulation of the initial draft of the Business Combination Agreement on February 24, 2023, Northern Revival conducted due diligence and discussed the structure of the transaction with Braiin.

On February 24, 2023, Braiin provided Northern Revival with an initial draft of the Business Combination Agreement. Over the subsequent weeks, until execution of definitive agreement additional conversations regarding due diligence and details of the definitive agreements took place between Braiin and Northern Revival on an ad-hoc basis.

On March7, 2023, Loeb circulated a revised draft of the Business Combination Agreement to Winston. The revised draft included changes to the structure of the transaction in order to effect a reverse triangular merger, adjustments to the Equity Value for indebtedness of Braiin, changes to the representations and warranties and certain covenants with respect to the operation of Braiin’s business prior to the Closing.

On March9, 2023, Winston provided further comments to the Business Combination Agreement and circulated drafts of ancillary documents. The comments included reverting back to the share exchange structure as a result of Australian law considerations. The parties also continued to negotiate the representations and warranties and covenants with respect to operations prior to Closing.

On March10, 2023, Loeb provided additional comments to the Business Combination Agreement and the ancillary documents.

Also, on March10, 2023, Northern Revival and Meteora agreed upon the terms of a Forward Purchase Agreement to be entered into prior to the execution of the Business Combination Agreement.

On March13, 2023, Northern Revival receive a draft Forward Purchase Agreement from Meteora.

From March 13-16, 2023, Northern Revival and Meteora revised the draft Forward Purchase Agreement.

On March16, 2023, Northern Revival executed the Forward Purchase Agreement with Meteora.

73

On March 17, 2022, the Northern Revival Board (i) determined that the Business Combination was advisable to and in the best interests of Northern Revival and its shareholders, (ii) unanimously approved the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), and (iii) recommended that Northern Revival’s shareholders approve the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination).

On March20, 2023, Braiin and Northern Revival executed the Business Combination Agreement.

On June16, 2023, Winston contacted Loeb and advised that Braiin had determined that it would be eligible for foreign private issuer status after Closing and the parties discussed potentially restructuring the transaction in order to confirm that Braiin would be able to obtain such foreign private issuer status.

The parties continued these discussions regarding an optimal structure for the post Business Combination company on June29, 2023.

On July18, 2023, Winston circulated a draft of an amended and restated Business Combination Agreement which contemplated that Northern Revival would merge with a new Cayman Islands entity prior to completing the share exchange with Braiin.

On July28, 2023, Northern Revival formed Braiin Holdings Ltd. as a subsidiary of Northern Revival.

During August 2023, Mr.Shah and Mr.Balasubramaniam had numerous discussions regarding certain strategic acquisitions that Braiin was contemplating in upcoming months. The parties also discussed further extending the outside date as they continued to prepare the registration statement.

In September 2023, Northern Revival conducted diligence with respect to the entities comprising Vega that were being acquired by Braiin in connection with the Closing of the Business Combination.

Also, throughout the month of September 2023, Mr.Shah and Mr.Balasubramaniam discussed the current status of Braiin and the new acquisitions that were being contemplated and, as a result, negotiated an increase in the transaction consideration.

On September13, 2023, Winston circulated a draft of an Amended and Restated Business Combination Agreement which included the revised structure as well as the acquisition of Vega prior to the closing of the Business Combination.

On September26, 2023, the Board of Northern Revival met with its financial advisor, Trafalgar Advisors. Trafalgar Advisors made a presentation to the Board regarding its opinion on the valuation of Braiin. Subsequent to the presentation, the Board unanimously determined to proceed with the transaction as contemplated in the Amended and Restated Business Combination Agreement.

On October1, 2023, Braiin and Northern Revival executed the Amended and Restated Business Combination Agreement.

The Northern Revival Board’s Discussion of Valuation and Reasons for the Approval of the Business Combination.

Before reaching its decision, the Northern Revival Board considered the results of the due diligence conducted by its management and advisors, which included:

•Meetings and Calls with Braiin’s Management Team. Northern Revival had numerous meetings with Braiin regarding, among other customary due diligence matters, Braiin’s brand, company products, customer base, intellectual property, information technology, human resources and public company preparedness, operations, pricing and reimbursement, suppliers, market access and distribution, financials and use of proceeds, competitors, plans and forecasts.

•Industry and Market Research. Northern Revival’s industry research included interviews with certain industry experts and executives to inform on products.

•Legal and Commercial Review. This review included a review of Braiin’s material contracts and other documentation, including but not limited to those relating to regulatory compliance and communications, human resources and other legal matters, as well as a review of Braiin-published online, print and social media content.

74

•Intellectual Property Review. This included a review of Braiin’s intellectual property rights, including but not limited to their in-license agreements, trademarks and patents.

•Operational Due Diligence. This included a review of key access and distribution channels, sales team, manufacturing, supply chain, insurance, information technology and corporate services.

•Financial, Tax and Public Company Readiness Due Diligence. This included a review of Braiin’s financial statements and internal reports and projections provided by Braiin’s management.

•Review of Comparable Agricultural Technology Transactions. This included a review of other agricultural technology companies.

The Northern Revival Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Northern Revival Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Northern Revival Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

In considering the Business Combination, the Northern Revival Board considered the following positive factors, although not weighted or in any order of significance:

•Public Company Readiness. The Northern Revival Board’s belief that Braiin is well positioned to be a public company in terms of scale and size, and a company that public equity market investors will understand and value.

•Experienced Management Team and Major Shareholders. Following completion of the Business Combination, Braiin will continue to be led by the same proven and experienced senior management team as prior to the Business Combination. The executive team has extensive experience in the agricultural technology market and was largely responsible for Braiin’s growth over the last several years. In addition, the Northern Revival Board considered that Braiin’s existing primary shareholders would continue to be the largest shareholders of Braiin after closing of the Business Combination.

•Potential for Increase in Shareholder Value. The Northern Revival Board’s determination that if Braiin is able to meet its financial forecasts, then Northern Revival’s shareholders will have acquired their shares in New Braiin at an attractive valuation, which would increase shareholder value.

•Other Alternatives. The Northern Revival Board’s belief, after a thorough review of other business combination opportunities reasonably available to Northern Revival, that the Business Combination represents an attractive potential business combination for Northern Revival, and the Northern Revival Board’s belief that such review of other reasonably available business combination opportunities has not presented a better alternative.

•Negotiated Transaction. The terms and conditions of the Business Combination Agreement and the Business Combination were the product of arm’s-length negotiations between the parties.

In the course of its deliberations, in addition to the various other risks associated with the business of Braiin, as described in the section titled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the Northern Revival Board also considered a variety of uncertainties, risks and other potentially negative factors relevant to the Business Combination, including the following:

•General Economic Conditions. Macroeconomic uncertainty, including with respect to global and national supply chains, and the effects they could have on Braiin’s revenues and financial performance.

•Inability to Achieve Targets. The risk that Braiin may not be able to execute on its business plan and realize the financial performance as set forth in the financial forecasts presented to management of Northern Revival and the Northern Revival Board.

75

•Inability to Obtain Regulatory Approvals for Certain Formulations. The risk that Braiin may not obtain in a timely manner, or at all, the requisite approvals of significant potential products.

•Industry Risk on Reputation. Braiin’s brand and reputation are critical to its success, and any publicity, regardless of accuracy, that portrays Braiin negatively could adversely impact operating results.

•Valuation. The risk that the Northern Revival Board may not have properly valued Braiin’s business.

•Risks that the Transaction Cannot be Completed. The risks and costs to Northern Revival if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in Northern Revival being unable to effect a business combination within the completion window, which would require Northern Revival to liquidate.

•Shareholder Approval Risk. The risk that Northern Revival’s shareholders may object to and challenge the Business Combination and take action that may prevent or delay the Closing, including by voting against the Business Combination Proposal at the Meeting or redeeming their Northern Revival Ordinary Shares.

•Post-Closing Risk. The terms of the Business Combination Agreement provide that Northern Revival will not have any surviving remedies against Braiin or its equityholders after the Closing to recover for losses as a result of any inaccuracies or breaches of Braiin’s representations, warranties or covenants set forth in the Business Combination Agreement. The Northern Revival Board determined that this structure was appropriate and customary in light of the fact that the current primary stockholder of Braiin will be the majority stockholder in the post-Business Combination company.

•Combined Company Post-Closing. The fees and expenses associated with completing the Business Combination for both parties will be significant.

•Ownership Position Post- Closing. The fact that existing Northern Revival shareholders will hold a minority position in Braiin following completion of the Business Combination and Northern Revival will not have any representation on the PubCo Board.

•Litigation Risk. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•Redemption Risk. The potential that a significant number of Northern Revival’s shareholders elect to redeem their Northern Revival Ordinary Shares prior to the consummation of the Business Combination and pursuant to the Current Charter, which would potentially make the Business Combination more difficult or impossible to complete, and/or reduce the amount of cash available to PubCo following the Closing.

•Public Company Risk. As Braiin has not previously been a public company, Braiin may not have all the different types of employees necessary for it to timely and accurately prepare reports for filing with the SEC. There is a risk that Braiin will not be able to hire the right people to fill in these gaps by the time of the Closing or that additional issues could arise after the Closing due to its failure to have hired these people in advance of Closing.

Various other risks described in the “Risk Factors” section of this proxy statement/prospectus.

In addition to considering the factors described above, the Northern Revival Board also considered that certain of the officers and directors of Northern Revival may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Northern Revival’s shareholders, including the matters described under the sections titled “Risk Factors” above and “The Business Combination Proposal — Interests of Northern Revival’s Directors and Officers and Others in the Business Combination.” However, the Northern Revival Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for the initial public offering and/or would be included in this proxy

76

statement/prospectus, (ii) these disparate interests could exist with respect to a business combination with any target company and (iii) the Business Combination was structured so that the Business Combination may be completed even if public shareholders redeem a substantial portion of the Northern Revival Ordinary Shares.

Based on its review of the foregoing considerations, the Northern Revival Board concluded that these risks could be managed or mitigated by Braiin or were unlikely to have a material impact on the Business Combination or the Company, and that, overall, the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects that Northern Revival’s shareholders will receive as a result of the Business Combination. The Northern Revival Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

The preceding discussion of the information and factors considered by the Northern Revival Board is not intended to be exhaustive but includes the material factors considered by the Northern Revival Board. The Northern Revival Board considered this information as a whole and overall considered the information and factors to be favorable to, and in support of, its determinations and recommendations.

This explanation of the Northern Revival Board’s reasons for its approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements.”

Opinion of Financial Advisor

Trafalgar Advisors is acting as financial advisor to NRAC in connection with the Transaction. At a meeting of the Board held on September 26, 2023 to evaluate the proposed Business Combination, Trafalgar Advisors delivered to the Board an oral opinion, which opinion was confirmed by delivery of a written opinion, dated September 28, 2023, to the effect that, as of that date and based upon and subject to certain assumptions, factors and qualifications set forth in the written opinion, the consideration to be paid by NRAC in the Proposed Transaction is fair, from a financial point of view, to NRAC.

The full text of Trafalgar Advisors’ written opinion is attached to this proxy statement as Annex C and is incorporated into this proxy statement/prospectus by reference. The description of Trafalgar Advisors’ opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Northern Revival’s shareholders are encouraged to read Trafalgar Advisors’ opinion carefully and in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Trafalgar Advisors in connection with its opinion. Trafalgar Advisors’ opinion was addressed to the Board, was only one of many factors considered by the Board in its evaluation of the Business Combination, and is limited to and addresses only the fairness, from a financial point of view and as of the date of the opinion, to Northern Revival of the consideration pursuant to the Business Combination Agreement. Trafalgar Advisors’ opinion did not express any view on and did not address any other term or aspect of any other agreements or arrangements contemplated by the Business Combination Agreement or entered into in connection with the Business Combination. Trafalgar Advisors’ opinion does not address the relative merits of the Business Combination as compared to other business strategies or transactions that might be available to Northern Revival, nor does it address the underlying business decision of Northern Revival to proceed with the Business Combination or any view on another term or aspect of the Business Combination Agreement. Trafalgar Advisors’ opinion was directed to and for the information of the Board only (in its capacity as such) in connection with its evaluation of the Business Combination and did not constitute advice or a recommendation to any stockholder as to how such stockholder should vote with respect to the Business Combination or any other aspect of the Business Combination or how such stockholders should otherwise act on any matter relating to the Business Combination. Trafalgar Advisors’ opinion was rendered on the basis of securities, economic, market and monetary conditions prevailing as of September 26, 2023, the date of its opinion, and on the prospects, financial and otherwise, of Northern Revival known to Trafalgar Advisors as of such date. Subsequent developments may affect the conclusions expressed in Trafalgar Advisors’ opinion if such opinion were rendered as of a later date. Trafalgar Advisors assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances or events occurring after the date of the opinion.

Set forth below is a summary of the material analyses performed by Trafalgar Advisors in connection with the delivery of the Opinion to the Board. This summary is qualified in its entirety by reference to the full text of the Opinion. While this summary describes the analyses and factors that Trafalgar Advisors deemed material in its presentation to the Board, it is not a comprehensive description of all analyses and factors considered by Trafalgar Advisors. The preparation

77

of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at the Opinion, Trafalgar Advisors did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Trafalgar Advisors believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the Opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the Opinion. The conclusion reached by Trafalgar Advisors was based on all analyses and factors taken as a whole, and also on the application of Trafalgar Advisors’ own experience and judgment.

The financial analyses summarized therein include information presented in tabular format. For Trafalgar Advisors’ financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Trafalgar Advisors’ financial analyses.

Summary of Valuation Methodologies Utilized

Market Approach

The “Market Approach” is a valuation technique that provides an estimation of value by applying a valuation multiple to a specific financial metric for the subject company. These valuation multiples are either observed or derived from (i) market prices of actively traded, public companies, publicly available historical financial information and consensus equity research analyst estimates of future financial performance (“Selected Publicly Traded Companies” method) or (ii) prices paid in actual mergers, acquisitions or other transactions (“Selected Precedent Transactions” method).

The valuation process includes, but is not limited to, a comparison of various quantitative and qualitative factors between the subject business and other similar businesses. Trafalgar Advisors utilized the Market Approach to (i) select a range of valuation multiples consisting of enterprise value to actual 2023, and projected 2024 and 2025 earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples and enterprise value to apply to Braiin’s 2023-2026 EBITDA and (ii) to estimate the Terminal Values for the Discount Cash Flow Analysis.

Income Approach: Discounted Cash Flow Analysis

The “Income Approach” represents value based on the economic income that a company is expected to generate in the future. It estimates value by methods that discount future anticipated benefits, such as free cash flows or distributions, by a discount/capitalization rate that reflects market rates of return expectations or conditions, as well as the risk of the relevant investment, or a multiple which reflects an anticipated exit value.

The Discounted Cash Flow (“DCF”) Analysis is a valuation technique under the Income Approach that provides an estimation of the value of a business based on the cash flows that a business can be expected to generate. The DCF Analysis begins with an estimation of the annual cash flows the subject business is expected to generate over a discrete projection period. The estimated cash flows for each of the years in the discrete projection period are then converted to their present value equivalents using a rate of return appropriate for the risk of achieving the projected cash flows. The present value of the estimated cash flows is then added to the present value equivalent of the residual/terminal value of the business at the end of the discrete projection period to arrive at an estimate of value.

Market Approach: Selected Publicly Traded Companies

Given Braiin’s expertise in technology, AI/ML, IoT, and its positioning as enterprise resource planning software, Trafalgar Advisors identified:

•Three publicly traded telecommunications companies: Synaptics, SES-imagotag, and Digi International;

•Ten publicly traded Software / AI / technology companies: Oracle, Service Now, Constellation Software, Paylocity, EngageSmart, and Alarm.com; Rockwell Automation, UiPath, AeroVironment, and Kratos Defense & Security Solutions.

78

Trafalgar Advisors selected the public companies based on their relative similarity, primarily in terms of services offered, revenue growth history and outlook, profit margins and other characteristics, to that of Braiin. Trafalgar Advisors noted that the public companies that it selected for purpose of its analysis were not perfectly comparable to Braiin.

Trafalgar Advisors does not have access to non-public information of any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of Braiin cannot rely solely upon a quantitative review of the selected public companies but involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of Braiin. Therefore, the Market Approach is subject to certain limitations.

Consideration was given to trailing twelve months (“TTM”) June 30, 2023, next twelve months (“NTM”) June 30, 2023, and NTM 2024 EBITDA multiples.

In light of the foregoing review and based on its professional judgment and experience, Trafalgar Advisors applied a range of selected multiples derived from the Selected Companies of 30.0x to 60.0x, 18.0x to 28.0x and 14.0x to 18.0x to TTM 2023, NTM 2023 and NTM 2024 EBITDA of Braiin, respectively. These ranges were based on trading metrics for the Selected Companies.

Based on the selected multiple ranges described above, Trafalgar Advisors calculated indicated equity value ranges for Braiin of $259.1 million to $543.2 million for TTM June 2023, of $370.2 million to $589.8 million for NTM 2023, of and $498.7 million to $648.4 million for NTM 2024 under the Selected Publicly Traded Companies Method:

	TTM 2023		NTM 2023		NTM 2024
	Low Range	High Range	Low Range	High Range	Low Range	High Range
Selected Public Companies Analysis
Enterprise Value	284.1	568.2	395.2	614.8	523.7	673.4
(-) Closing Funded Debt	60.0	60.0	60.0	60.0	60.0	60.0
(+) Closing Cash	35.0	35.0	35.0	35.0	35.0	35.0
Equity Value	259.1	543.2	370.2	589.8	498.7	648.4

Market Approach: Selected Precedent M&A Transactions

Trafalgar Advisors also identified certain precedent merger and acquisition (“M&A”) transactions involving target companies that had businesses deemed similar in certain respects to that of Braiin.

Trafalgar Advisors compared Braiin to the target companies involved in the selected transactions listed therein. The selection of these transactions was based, among other things, on the target company’s industry, relative size of the applicable transactions compared to Braiin, and the availability of public information related to the applicable transactions.

These multiples of implied enterprise value to EBITDA were also considered when selecting multiples to apply to Braiin’s EBITDA in the Selected Publicly Traded Companies approach and when selecting multiples to apply to Braiin’s 2026 EBITDA in the DCF Analysis.

In light of the foregoing review and based on its professional judgment and experience, Trafalgar Advisors applied a range of selected multiples derived from the Selected Precedent M&A Transactions of 30.0x to 50.0x to TTM 2023 EBITDA of Braiin. These ranges were based on trading metrics for the Selected Precedent M&A Transactions.

79

Based on the selected multiple ranges described above, Trafalgar Advisors calculated indicated equity value ranges for Braiin of $259.1 million to $448.5 million for TTM June 2023 under the Selected Precedent Transactions Method:

	TTM 2023
	Low Range	High Range
Selected Precedent M&A Transactions
Enterprise Value	284.1	473.5
(-) Closing Funded Debt	60.0	60.0
(+) Closing Cash	35.0	35.0
Equity Value	259.1	448.5

Income Approach: Discounted Cash Flow Analysis

Trafalgar Advisors performed a DCF Analysis of the estimated future unlevered free cash flows attributable to Braiin using financial projections provided by Braiin management for the fiscal years 2024 to 2026, with “unlevered free cash flow” defined as cash that is available either to reinvest or to distribute to security holders. For the purposes of its discounted cash flow analysis, Trafalgar Advisors utilized and relied upon the EBITDA figures provided by Braiin and NRAC management and made the following adjustments using information received from Braiin management and NRAC management to arrive at unlevered free cash flows: (i) deducted taxes equal to 30.0% of earnings before interest and taxes; (ii) added depreciation and amortization2; (iii) deducted capital expenditures (Estimated by Braiin Management for 2024 and 2025 and extrapolated for 2026 as a percentage of Braiin’s revenue) and (iv) made adjustments for changes in net working capital, to arrive at unlevered free cash flow of approximately $12 million for the nine months ended June 30, 2024, approximately $21 million for the year ending June 30, 2025, and approximately $25 million for the year ending June 30, 2026.

Trafalgar Advisors estimated the net present value of all unlevered free cash flows for Braiin after fiscal year 2026 (the “Terminal Values”) by applying an EBITDA multiple range to Braiin’s projected 2026 EBITDA in the Braiin Financial Projections. Trafalgar Advisors discounted the unlevered free cash flows in the discrete period and the Terminal Values in 2026 back to the present to estimate an illustrative range of implied enterprise values of Braiin.

Determination of an appropriate discount rate to use in the DCF Analysis requires a degree of judgment. Trafalgar Advisors considered a number of factors in determining the discount rate range, including the results of published studies on discount rates. Trafalgar Advisors also considered Braiin projected financial performance and growth and the risks facing Braiin to achieve the projected results, including execution risk and competitive risks, among others.

Trafalgar Advisors utilized a discount rate range of 16.0% to 24.0% based on the weighted average cost of capital (“WACC”) for Braiin. The WACC reflected a derived cost of equity capital using the Build Up Method including (i) the risk free rate, (ii) an equity risk premium, (iii) a size premium, and (iv) a selected range of company specific risk premiums, and debt to total capitalization ratio informed by market information and the Selected Publicly Traded Companies (as defined above), and a cost of debt capital based on a review of market information and the Selected Publicly Traded Companies.

The estimated range of the equity value of Braiin derived from the DCF analysis was a low of $464.0 million and a high of $572.7 million:

	Low Range	High Range
Discounted Cash Flow Analysis
Enterprise Value	489.0	597.7
(-) Closing Funded Debt	60.0	60.0
(+) Closing Cash	35.0	35.0
Equity Value	464.0	572.7

____________

2Estimated based on a review of market information and the Selected Publicly Traded Companies

80

Interests of Northern Revival’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of our Board in favor of the proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. These interests include, among other things:

•If we do not consummate an initial business combination by February4, 2024, the 6,037,499 Class A ordinary shares and one Class B ordinary share held by the sponsor will be worthless (as the Sponsor has waived liquidation rights with respect to such shares). Northern Revival and the Sponsor have agreed that the Sponsor will forfeit 1,500,000 founders shares in connection with the Closing leaving 4,537,500 founders shares at Closing. Based on the price of the Northern Revival Ordinary Shares as of [•], 2023 of $[•], these shares have a value of $[•] as compared to the original purchase price of $25,000.

•If we do not consummate an initial business combination by February4, 2024, the 4,553,334 private placement warrants will be worthless. Pursuant to the terms of the Business Combination Agreement, at the Closing, those warrants will be cancelled in exchange for a payment to the Sponsor of $2,500,000.

•In connection with the IPO, the sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of any third party for services rendered or products sold to Northern Revival or prospective target businesses with which Northern Revival has entered into certain agreements;

•All rights specified in the charter relating to the right of officers and directors to be indemnified by Northern Revival, and of Northern Revival’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after an initial business combination and, if no initial business combination is completed by February4, 2024, so that Northern Revival liquidates, Northern Revival will not be able to perform its obligations to its officers and directors under those provisions;

•None of Northern Revival’s officers or directors has received any cash compensation for services rendered to Northern Revival, and all of the current officers and directors are expected to continue to serve in their roles at least through the date of the Extraordinary General Meeting and may continue to serve following any potential initial business combination and receive compensation thereafter; and

•The sponsor and Northern Revival’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination and, if we do not consummate an initial business combination by February4, 2024, they will not have any claim against the Trust Account for reimbursement so that Northern Revival will most likely be unable to reimburse such expenses.

In light of the foregoing, the Sponsor and Northern Revival’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Braiin rather than liquidate even if (i) Braiin is a less favorable company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and Northern Revival’s directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders.

Northern Revival’s Board was aware of and considered these interests and facts, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Northern Revival’s stockholders that they approve the Business Combination.

81

Total Shares to be Issued in the Business Combination

The following table sets forth the ownership percentages of PubCo upon completion of the Business Combination assuming no redemptions and maximum redemptions. Except as set forth below, the ownership percentages reflected in the table are based upon the number of Northern Revival Ordinary Shares Common outstanding as of June 30, 2023 and with respect to Braiin, the number of PubCo Ordinary Shares to be issued is calculated based on the equity value of $572 million less indebtedness of Braiin as of June 30, 2023 and plus cash on hand as of that date.

	No Redemption Scenario(1)			Maximum Redemption Scenario(2)
	Shares	%		Shares	%
Public Shareholders	1,910,244	3	%	1,910,244	3	%
Sponsor(4)	4,537,500	7	%	4,537,500	7	%
Braiin Shareholders	57,070,383	90	%	57,070,383	90	%
Total Shares at Closing	63,518,127	100	%	63,518,127	100	%

____________

(1)The No Redemption Scenario is based on the number of shares outstanding as of the date of this proxy statement/prospectus (7,947,744 Ordinary Shares) less the 1,500,000 founders shares which the Sponsor has agreed to forfeit at Closing.

(2)The Maximum Redemption Scenario assumes the redemption of Nil public shares.

(3)For further details, see “Business Combination Proposal — Share Exchange Consideration.”

(4)Sponsor ownership reflects the 1,500,000 founder shares which the Sponsor has agreed to forfeit at Closing.

Satisfaction of 80% Test

After consideration of the factors identified and discussed in the section titled “The Business Combination Proposal — The Northern Revival’s Board’s Discussion of Valuation and Reasons for the Approval of the Business Combination,” the Northern Revival Board concluded that the Business Combination met all of the requirements disclosed in the IPO prospectus with respect to Northern Revival’s initial business combination, including, in accordance with Nasdaq Listing Rules, that the Business Combination be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of signing the Business Combination Agreement.

Accounting Treatment

The Business Combination will be accounted for as a capital reorganization in accordance with International Financial Reporting Standards (“IFRS”). Under this method of accounting, Northern Revival will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Braiin issuing shares at the closing of the Business Combination for the net assets of Northern Revival as of the closing date, accompanied by a recapitalization. The net assets of Northern Revival will be stated at historical cost, with no goodwill or other intangible assets recorded. This determination was primarily based on Braiin comprising the ongoing operations of the combined company, Braiin senior management comprising the senior management of the combined company, and the former owners and management of Braiin having control of the board of directors after the Business Combination by virtue of being able to appoint at least a majority of the directors of the combined company. Any excess of fair value of shares issued over the fair value of Northern Revival’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Operations prior to the Merger will be those of Braiin.

82

Vote Required for Approval

This Business Combination Proposal will be approved and adopted in its entirety only if the holders of a majority of the issued and outstanding Northern Revival Ordinary Shares vote “FOR” the Business Combination Proposal. Failure to vote by proxy or to vote in person at the Extraordinary General Meeting (which would include presence by virtual attendance at the Extraordinary General Meeting) or an abstention from voting will have the same effect as a vote “AGAINST” the Business Combination Proposal.

This proposal is conditioned upon the approval of the other Condition Precedent Proposals (being the PubCo Charter Proposal and the Incentive Plan Proposal). Unless this proposal, the PubCo Charter Proposal and the Incentive Plan Proposal are approved, the Business Combination will not occur.

Recommendation of Our Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

Interests of Northern Revival’s Directors

The existence of financial and personal interests of one or more of Northern Revival’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Northern Revival and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. In addition, Northern Revival’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Northern Revival’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

83

THE PUBCO CHARTER PROPOSAL

The PubCo Charter Proposal, if approved, will approve the following material differences between Northern Revival’s Amended and Restated Memorandum and Articles of Association and the Proposed PubCo Charter to be in effect following the Business Combination:

•the name of the new public entity will be “Braiin Holdings Ltd.” as opposed to “Northern Revival Acquisition Corp.”;

•Northern Revival’s Amended and Restated Memorandum and Articles of Association authorizes the issuance of up to 500,000,000 Northern Revival Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated preferred shares, par value $0.0001 per share. The Proposed PubCo Charter will authorize share capital of [•];

•PubCo’s corporate existence is perpetual as opposed to Northern Revival’s corporate existence terminating pursuant to a voluntary liquidation procedure if a business combination is not consummated within a specified period of time; and

•the Proposed PubCo Charter does not include the various provisions applicable only to special purpose acquisition corporations that Northern Revival’s Amended and Restated Memorandum and Articles of Association contains.

In the judgment of Northern Revival’s board of directors, the PubCo Charter Proposal is desirable for the following reasons:

•The name of the new public entity is desirable to reflect the Business Combination with Braiin and the combined business going forward.

•The authorized increased share capital is in compliance with the Cayman Islands laws and desirable for PubCo to have adequate authorized capital to facilitate the transactions contemplated by the Business Combination, to provide support for PubCo’s growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions); and

•the provisions that relate to the operation of Northern Revival as a blank check company prior to the consummation of its initial business combination would not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).

For a comparison of Northern Revival’s Amended and Restated Memorandum and Articles of Association and the Proposed PubCo Charter, see the section titled “Comparison of Shareholders’ Rights.”

The approval of the PubCo Charter Proposal is a condition to the adoption of the Business Combination Proposal and vice versa. Accordingly, if the Business Combination Proposal is not approved, the PubCo Charter Proposal will not be presented at the extraordinary general meeting.

A copy of the Proposed PubCo Charter, as will be in effect assuming approval of the PubCo Charter Proposal and upon consummation of the Transactions, is attached to this proxy statement/prospectus as Annex B.

Resolution to be Voted Upon

“RESOLVED, as an ordinary resolution, that the following material differences between Northern Revival’s Amended and Restated Memorandum and Articles of Association and the Proposed PubCo Charter to be in effect following the Business Combination be approved in all respects:

•the name of the new public entity will be “Braiin Holdings Ltd.” as opposed to “Northern Revival Acquisition Corp.”;

•the Proposed PubCo Charter will authorize an increased share capital of [•];

•PubCo’s corporate existence is perpetual as opposed to Northern Revival’s corporate existence terminating if a business combination is not consummated within a specified period of time; and

84

•the Proposed PubCo Charter does not include the various provisions applicable only to special purpose acquisition corporations that Northern Revival’s Amended and Restated Memorandum and Articles of Association contains.”

Vote Required for Approval

The approval of the PubCo Charter Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

Recommendation of Our Board

OUR board of directors unanimously recommends THAT OUR SHAREHOLDERS vote “FOR” APPROVAL of the PubCo Charter Proposal.

Interests of Northern Revival’s Directors

The existence of financial and personal interests of one or more of Northern Revival’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of Northern Revival and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the Proposals. In addition, Northern Revival’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal — Interests of Northern Revival’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

85

THE INCENTIVE PLAN PROPOSAL

The Background of the Incentive Plan

Prior to the consummation of the Business Combination, our board of directors is expected to approve, subject to approval by our shareholders, the adoption of the Braiin Holdings 2023 Incentive Award Plan (the “Incentive Plan”), effective as of and contingent on the consummation of the Business Combination (the “Effective Date”).

The terms of the Incentive Plan have not yet been determined and information regarding such plan will be filed by amendment.

Registration with the SEC

If the Incentive Plan is approved by our shareholders and becomes effective, PubCo intends to file a registration statement on Form S-8 registering the shares reserved for issuance under the Incentive Plan as soon as reasonably practicable after PubCo becomes eligible to use such form.

Vote Required for Approval

The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting (which would include presence by virtual attendance at the Extraordinary General Meeting). An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. A broker non-vote will neither be counted towards the quorum requirement (as the Proposals we believe will be considered as non-discretionary) nor count as a vote cast in the Extraordinary General Meeting.

The approval and adoption of the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the PubCo Charter Proposal at the Extraordinary General Meeting.

Recommendation of Our Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS
VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

Interests of Northern Revival’s Directors

The existence of financial and personal interests of one or more of Northern Revival’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of Northern Revival and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the Proposals. In addition, Northern Revival’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal — Interests of Northern Revival’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

86

THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that, at the time of the Extraordinary General Meeting, Northern Revival is unable to consummate the Business Combination for any reason.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented at the Extraordinary General Meeting and is not approved by the shareholders of Northern Revival, Northern Revival’s Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event, based on the tabulated votes, that there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Business Combination Proposal, the PubCo Charter Proposal and the Incentive Plan Proposal. In such event, the Business Combination may not be completed.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, that the adjournment of the meeting to a later date or dates, if necessary, be determined by the chairman of the meeting to permit further solicitation and vote of proxies if it is determined by the Board that more time is necessary or appropriate to approve one or more Proposals at the meeting be adopted and approved in all respects.”

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Required Vote

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting (which would include presence by virtual attendance at the Extraordinary General Meeting). An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. A broker non-vote will neither be counted towards the quorum requirement (as the Proposals we believe will be considered as non-discretionary) nor count as a vote cast in the Extraordinary General Meeting.

The approval and adoption of the Adjournment Proposal is not a condition for nor conditioned on the approval of any other Proposal at the Extraordinary General Meeting.

Recommendation of Our Board

IF THE ADJOURNMENT RESOLUTION IS PRESENTED TO OUR SHAREHOLDERS, OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS
VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

Interests of Northern Revival’s Directors

The existence of financial and personal interests of one or more of Northern Revival’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of Northern Revival and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the Proposals. In addition, Northern Revival’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal — Interests of Northern Revival’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

87

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax consequences of (i) the exercise of redemption rights by U.S. Holders (defined below) of Northern Revival Ordinary Shares, (ii) the Initial Merger to U.S. Holders of Northern Revival Ordinary Shares (excluding any redeemed shares), and Northern Revival Warrants (collectively, the “Northern Revival securities”). (iii) the Business Combination to U.S. Holders of Braiin Ordinary Shares and Braiin Warrants (collectively, the “Braiin securities”) and (iv) the subsequent ownership and disposition of PubCo Ordinary Shares and PubCo Warrants (collectively, the “PubCo securities”) received in the Business Combination by U.S. Holders. In addition, the following includes a general discussion of certain U.S. federal income tax consequences of the Business Combination to Northern Revival and PubCo.

This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a holder as a result of the Business Combination or as a result of the ownership and disposition of PubCo securities. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S. tax laws, except as discussed herein, any tax reporting obligations of a holder of Northern Revival securities, or PubCo securities. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to U.S. Holders that hold Northern Revival securities and, after the completion of the Business Combination, PubCo securities, as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

•banks or other financial institutions, underwriters, or insurance companies;

•traders in securities who elect to apply a mark-to-market method of accounting;

•real estate investment trusts and regulated investment companies;

•tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

•expatriates or former citizens or long-term residents of the United States;

•subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

•any holder that is not a U.S. Holder;

•dealers or traders in securities, commodities or currencies;

•grantor trusts;

•persons subject to the alternative minimum tax;

•U.S. persons whose “functional currency” is not the U.S. dollar;

88

•persons who received shares of Northern Revival Ordinary Shares through the issuance of restricted stock under an equity incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

•persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding Northern Revival Ordinary Shares or, after the Business Combination, the issued PubCo Ordinary Shares (excluding treasury shares);

•holders holding Northern Revival securities or, after the Business Combination, PubCo securities, as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction;

•controlled foreign corporations, PFICs, or foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation section 1.367(b)-3(b)(1)(ii); or

•the Sponsor or its affiliates.

As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of Northern Revival securities and, after the Business Combination, PubCo securities received in the Business Combination, that is, for U.S. federal income tax purposes:

•an individual who is a citizen or resident of the United States;

•a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

•an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Northern Revival securities and, after the completion of the Business Combination, PubCo securities received in the Business Combination, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination and the subsequent ownership and disposition of PubCo securities received in the Business Combination.

Because the Northern Revival Units will be separated into their component parts immediately prior to the consummation of the Business Combination, a beneficial owner of a Northern Revival Unit should be treated as the owner of the underlying component Northern Revival securities for U.S. federal income tax purposes. The discussion below with respect to Northern Revival securities should also apply to holders of Northern Revival Units (as the deemed owner of the underlying component Northern Revival securities).

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF NORTHERN REVIVAL SECURITIES, AND, AFTER THE BUSINESS COMBINATION, PUBCO SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF NORTHERN REVIVAL SECURITIESSHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION AND OF THE OWNERSHIP AND DISPOSITION OF PUBCO SECURITIES AFTER THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

89

Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights

In the event that a U.S. Holder elects to redeem its Northern Revival Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Northern Revival Ordinary Shares under Section 302 of the Code or is treated as a corporate distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the Northern Revival Ordinary Shares, subject to the PFIC rules discussed below “— Passive Foreign Investment Company Status,” the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Northern Revival Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Northern Revival Ordinary Shares redeemed exceeds one year. It is unclear, however, whether the redemption rights with respect to the Northern Revival Ordinary Shares may suspend the running of the applicable holding period for this purpose. Long-term capital gain realized by a non-corporate U.S. Holders is currently taxed at a reduced rate. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale or exchange of Northern Revival Ordinary Shares, subject to the PFIC rules discussed below “— Passive Foreign Investment Company Status,” the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Northern Revival’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Northern Revival Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Northern Revival Ordinary Shares. Dividends paid to a U.S. Holder that is a taxable corporation generally will not be eligible for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the Northern Revival Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of Northern Revival Ordinary Shares treated as held by the U.S. Holder (including any Northern Revival Ordinary Shares constructively owned by the U.S. Holder as a result of owning Northern Revival Warrants) relative to all of the Northern Revival Ordinary Shares outstanding both before and after the redemption. The redemption of Northern Revival Ordinary Shares generally will be treated as a sale or exchange of the Northern Revival Ordinary Shares (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Northern Revival or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only Northern Revival Ordinary Shares actually owned by the U.S. Holder, but also Northern Revival Ordinary Shares that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Northern Revival Ordinary Shares which could be acquired pursuant to the exercise of the Northern Revival Warrants. In order to meet the substantially disproportionate test, (i) the percentage of Northern Revival’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Northern Revival Ordinary Shares must be less than 80% of the percentage of Northern Revival’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of Northern Revival’s outstanding stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of Northern Revival stock entitled to vote. There will be a complete termination of a U.S. Holder’s interest

90

if either (i) all of the Northern Revival Ordinary Shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the Northern Revival Ordinary Shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other Northern Revival Ordinary Shares. The redemption of the Northern Revival Ordinary Shares will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Northern Revival. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Northern Revival will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed Northern Revival Ordinary Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Northern Revival Ordinary Shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in its Northern Revival Warrants or possibly in other Northern Revival Ordinary Shares constructively owned by it. Shareholders who hold different blocks of Northern Revival Ordinary Shares (generally, shares of Northern Revival purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Because the Initial Merger will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to Northern Revival Ordinary Shares, U.S. Holders exercising such redemption rights, will be subject to the potential tax consequences of Section 367(a) of the Code and the tax rules relating to PFICs as a result of the Initial Merger (as discussed further below).

All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their Northern Revival Ordinary Shares pursuant to an exercise of redemption rights.

U.S. Federal Income Tax Consequences of the Initial Merger to U.S. Holders

The U.S. federal income tax consequences of the Business Combination to U.S. Holders will depend on whether the Initial Merger qualifies as a “reorganization” under the provisions of Section 368 of the Code. The provisions of the Code that govern reorganizations are complex and are based on typical transaction structures effected under U.S. law. U.S. Holders should be aware that the completion of the Business Combination is not conditioned on the receipt of an opinion of counsel that the Initial Merger qualifies as a “reorganization,” and that none of Northern Revival or PubCo has requested nor intends to request a ruling from the IRS with respect to the U.S. federal income tax treatment of the Business Combination. There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS.

Although U.S. persons generally do not recognize gain or loss on the receipt of stock pursuant to a “reorganization” under Section 368 of the Code, Section 367(a) of the Code, and Treasury Regulations promulgated thereunder, require 5 Percent Holders who do not enter into a GRA under applicable Treasury Regulations to recognize gain (but not loss) with respect to certain cross-border reorganizations. However, Section 367(a) should not apply to the Initial Merger in a manner that causes gain recognition to 5 Percent Holders who do not enter into a GRA under applicable Treasury Regulations, unless the exchange of Northern Revival securities for PubCo securities is considered to be an indirect stock transfer under the applicable Treasury Regulations. For this purpose, an indirect stock transfer may occur if PubCo transfers the assets it acquires from Northern Revival pursuant to the Initial Merger to certain subsidiary corporations in connection with the Business Combination. There are significant factual and legal uncertainties concerning the determination of whether the requirements of Section 367(a) will be satisfied which are not discussed herein. The rules under Section 367(a) of the Code and Section 368 of the Code are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations. If you believe that you will be a 5 Percent Holder, you are strongly urged to consult your tax advisor regarding the effect of the Business Combination to you taking into account the rules of Section 367(a) of the Code (including the possibility of entering into a GRA under applicable Treasury Regulations). In addition, U.S. Holders may be subject to the PFIC rules discussed below “— Passive Foreign Investment Company

91

Status.” Accordingly, no assurance can be given as to whether an indirect stock transfer will occur in connection with the Business Combination or that U.S. Holders will not recognize gain, if any, as a result of the exchange of Northern Revival securities for PubCo securities.

Because the Initial Merger will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights with respect to Northern Revival Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Initial Merger. All holders considering exercising redemption rights with respect to their Public Shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Initial Merger and exercise of redemption rights.

If the Initial Merger Qualifies as a Reorganization

Subject to the PFIC rules discussed below, if the Initial Merger qualifies as a “reorganization” under the provisions of Section 368 of the Code, and provided that it is not treated as an indirect stock transfer, a U.S. Holder that exchanges its Northern Revival securities pursuant to the Initial Merger should not recognize gain or loss on the exchange of Northern Revival securities for PubCo securities. The aggregate adjusted tax basis of a U.S. Holder in the PubCo securities received as a result of the Initial Merger should equal the aggregate adjusted tax basis of the Northern Revival securities surrendered in the exchange. A U.S. Holder’s holding period for the PubCo securities received in the exchange should include the holding period for the Northern Revival securities surrendered in the exchange. If Section 367(a) of the Code applies to the Initial Merger, as described above, a 5 Percent Holder who does not enter into a GRA under applicable Treasury Regulations, may be required to recognize gain (but not loss) as a result of the Initial Merger.

Because the Initial Merger will occur immediately prior to the redemption of holders that exercise redemption rights with respect to Northern Revival Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the Initial Merger.

If the Initial Merger Does Not Qualify as a Reorganization

If the Initial Merger fails to qualify as a “reorganization” within the meaning of Section 368 of the Code, and subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Status,” a U.S. Holder that exchanges its Northern Revival securities for PubCo securities in the Initial Merger will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo securities received and (ii) the U.S. Holder’s adjusted tax basis in the Northern Revival securities exchanged therefor. A U.S. Holder’s aggregate tax basis in the PubCo securities received will be the fair market value of those securities on the date the U.S. Holder receives them. The U.S. Holder’s holding period for the PubCo securities received pursuant to the Initial Merger will begin on the day after the date the U.S. Holder receives such PubCo securities.

Such gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder’s holding period for the Northern Revival securities exceeds one year at the time of the Initial Merger. Long-term capital gains of non-corporate U.S. Holders currently are subject to reduced rates of U.S. federal income taxation. However, it is unclear whether the redemption rights with respect to the Northern Revival Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations under the Code. Any such gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss.

Notwithstanding the foregoing, if the Initial Merger fails to qualify as a “reorganization” under the provisions of Section 368 of the Code and Northern Revival has been a PFIC for any taxable year during the holding period of a U.S. Holder (and a U.S. Holder of Northern Revival securities has not made certain elections with respect to its Northern Revival securities), such U.S. Holder would be subject to tax under the PFIC rules on any gain on the exchange of its Northern Revival securities for the consideration under the Business Combination, as discussed below, “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Status.”

U.S. Holders should consult their own tax advisors as to the particular consequences to them of the exchange of Northern Revival securities for PubCo securities pursuant to the Business Combination, the qualification of the Initial Merger as a reorganization, and the potential application of Section 367(a) to the Initial Merger.

92

U.S. Federal Income Tax Consequences of Ownership and Disposition of PubCo Securities

The following discussion is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of PubCo securities to U.S. Holders who receive such PubCo securities pursuant to the Business Combination.

Distribution on PubCo Ordinary Shares

Subject to the PFIC rules discussed below “— Passive Foreign Investment Company Status,” the gross amount of any distribution on PubCo Ordinary Shares that is made out of PubCo’s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will not qualify for the dividends-received deduction that may otherwise be allowed under the Code.

Dividends received by non-corporate U.S. Holders, including individuals, from a “qualified foreign corporation” may be eligible for reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that shares listed on the NASDAQ (on which PubCo has applied to list the PubCo Ordinary Shares and PubCo Warrants) will be considered readily tradable on an established securities market in the United States. Even if the PubCo Ordinary Shares are listed on NASDAQ, there can be no assurance that the PubCo Ordinary Shares will be considered readily tradable on an established securities market in future years. Non-corporate U.S. Holders that do not meets a minimum holding period requirement or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation regardless of PubCo’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Finally, PubCo will not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year. See the discussion below under “— Passive Foreign Investment Company Status.”

The amount of any dividend paid in foreign currency will be the U.S. dollar value of the foreign currency distributed by PubCo, calculated by reference to the exchange rate in effect on the date the dividend is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars on the date of receipt. Generally, a U.S. Holder should not recognize any foreign currency gain or loss if the foreign currency is converted into U.S. dollars on the date the payment is received. However, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. Holder includes the dividend payment in income to the date such U.S. Holder actually converts the payment into U.S. dollars will be treated as ordinary income or loss. That currency exchange income or loss (if any) generally will be income or loss from U.S. sources for foreign tax credit limitation purposes.

To the extent that the amount of any distribution made by PubCo on the PubCo Ordinary Shares exceeds PubCo’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the U.S. Holder’s PubCo Ordinary Shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities.”

Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities

Subject to the discussion below under “— Passive Foreign Investment Company Status,” a U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of PubCo Ordinary Shares and PubCo Warrants in an amount equal to the difference between the amount realized on the disposition

93

and such U.S. Holder’s adjusted tax basis in such PubCo Ordinary Shares or PubCo Warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of PubCo Ordinary Shares or PubCo Warrants will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the PubCo Ordinary Shares or PubCo Warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of PubCo Ordinary Shares or PubCo Warrants will generally be treated as U.S. source gain or loss.

Exercise or Lapse of a PubCo Warrant

Except as discussed below with respect to the cashless exercise of a PubCo Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a PubCo ordinary share on the exercise of a PubCo Warrant for cash. A U.S. Holder’s tax basis in a PubCo ordinary share received upon exercise of the PubCo Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the PubCo Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a PubCo ordinary share received upon exercise of the PubCo Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrants and will not include the period during which the U.S. Holder held the PubCo Warrants. If a PubCo Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the PubCo Warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s basis in the PubCo Ordinary Shares received would equal the holder’s basis in the PubCo Warrant. If the cashless exercise were treated as not being a gain recognition event, a U.S. Holder’s holding period in the PubCo Ordinary Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the PubCo ordinary share would include the holding period of the PubCo Warrant.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised PubCo Warrants treated as surrendered to pay the exercise price of the PubCo Warrants (the “surrendered warrants”). The U.S. Holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the PubCo Ordinary Shares that would have been received with respect to the surrendered warrants in a regular exercise of the PubCo Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. Holder’s tax basis in the PubCo Ordinary Shares received would equal the U.S. Holder’s tax basis in the PubCo Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. Holder’s holding period for the PubCo Ordinary Shares would commence on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

Passive Foreign Investment Company Status

Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if Northern Revival, PubCo, or any of its subsidiaries, is treated as a PFIC for any taxable year during which the U.S. Holder holds Northern Revival securities, or after the Business Combination, PubCo securities. A non-U.S. corporation will be classified as a PFIC for any taxable year (a) if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any entity in which it is considered to own at least 25% of the interest by value, is passive income, or (b) if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets

94

of any entity in which it is considered to own at least 25% of the interest by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because the classification of a non-U.S. corporation as a PFIC is a factual determination made annually after the close of each taxable year, Northern Revival has not provided assurance that it was not a PFIC for its 2021 taxable year or for any prior year. If (a) Northern Revival has been a PFIC for any taxable year during the holding period of a U.S. Holder (and a U.S. Holder of Northern Revival securities has not made certain elections with respect to its Northern Revival securities), and (b) PubCo is not a PFIC in the taxable year of the Business Combination and the Initial Merger does not qualify as a “reorganization” under Section 368 of the Code, such U.S. Holder would likely recognize gain (but not loss if the Initial Merger qualifies as a “reorganization”) upon the exchange of Northern Revival securities for PubCo securities pursuant to the Initial Merger. The gain (or loss) would be computed as described above under “— If the Initial Merger Does Not Qualify as a Reorganization.” Any such gain recognized by such U.S. Holder on the exchange of Northern Revival securities for PubCo securities would be allocated ratably over the U.S. Holder’s holding period for the Northern Revival securities. Such amounts allocated for the current taxable year and any taxable year prior to the first taxable year in which Northern Revival was a PFIC would be treated as ordinary income, and not as capital gain, in the U.S. Holder’s taxable year, and such amounts allocated to each other taxable year beginning with the year that Northern Revival became a PFIC would be taxed at the highest tax rate in effect for each year to which the gain was allocated, together with a special interest charge on the tax attributable to each such year.

Likewise, whether PubCo or any of its subsidiaries is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Among other factors, fluctuations in the market price of PubCo Ordinary Shares and how, and how quickly,

PubCo’s uses of liquid assets and cash obtained in the Business Combination may influence whether PubCo or any of its subsidiaries is treated as PFIC. Accordingly, we are unable to determine whether PubCo or any of its subsidiaries will be treated as a PFIC for the taxable year of the Business Combination or for future taxable years, and there can be no assurance that PubCo or any of its subsidiaries will not be treated as a PFIC for any taxable year. Moreover, PubCo does not expect to provide a PFIC annual information statement for 2023 or going forward, which will preclude U.S. Holders from making or maintaining a “qualified electing fund” election under Section 1295 of the Code.

If Northern Revival, or after the Business Combination, PubCo were determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Northern Revival securities or PubCo securities and, in the case of Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares, the U.S. Holder did not make a valid “mark-to-market” election, such U.S. Holder generally will be subject to special rules with respect to:

•any gain recognized by the U.S. Holder on the sale or other disposition of Northern Revival securities or PubCo securities (including a redemption treated as a sale or exchange); and

•any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such ordinary shares).

Under these rules:

•the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for Northern Revival securities, or after the Business Combination, PubCo securities;

•the amount allocated to the U.S. Holder’s taxable year in which the U.S. holder recognized gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Northern Revival’s or PubCo’s first taxable year in which Northern Revival or PubCo is a PFIC, will be taxed as ordinary income;

95

•the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

Although a determination as to Northern Revival’s, or after the Business Combination, PubCo’s PFIC status will be made annually, an initial determination that Northern Revival, or after the Business Combination, PubCo is a PFIC will generally apply for subsequent years to a U.S. Holder who held Northern Revival securities while Northern Revival was a PFIC, or after the Business Combination, PubCo securities while PubCo was a PFIC, whether or not Northern Revival, or after the Business Combination, PubCo meets the test for PFIC status in those subsequent years.

If a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares and for which Northern Revival, or after the Business Combination, PubCo is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares as long as such shares continue to be treated as marketable stock. Instead, in general, the U.S. Holder will include as ordinary income each year that Northern Revival, or after the Business Combination, PubCo is treated as a PFIC the excess, if any, of the fair market value of its Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares at the end of its taxable year over the adjusted basis in its Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Northern Revival Ordinary Share, or after the Business Combination, PubCo Ordinary Shares over the fair market value of its Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously recognized income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares in a taxable year in which PubCo is treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold) its Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares and for which Northern Revival, or after the Business Combination, PubCo is treated as a PFIC. Currently, a mark-to-market election may not be made with respect to Northern Revival Warrants, or after the Business Combination, PubCo Warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq (on which Northern Revival Ordinary Shares are listed, and, after the Business Combination, on which PubCo intends to list the Ordinary Shares), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minims quantities, on at least 15 days during each calendar quarter, but no assurances can be given in this regard with respect to the Northern Revival Ordinary Share, or after the Business Combination, PubCo Ordinary Shares. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect of Northern Revival Ordinary Shares, or after the Business Combination, PubCo Ordinary Shares under their particular circumstances.

If Northern Revival, or after the Business Combination, PubCo is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if Northern Revival, or after the Business Combination, PubCo were to receive a distribution from, or dispose of all or part of Northern Revival’s, or after the Business Combination, PubCo’s interest in, the lower-tier PFIC (even though such U.S. Holder would not receive the proceeds of those distributions or dispositions) or the U.S. Holders otherwise

96

were deemed to have disposed of an interest in the lower-tier PFIC. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return and provide any such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.

The rules dealing with PFICs and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Northern Revival securities, or after the Business Combination, PubCo securities should consult their own tax advisors concerning the application of the PFIC rules to Northern Revival securities, or after the Business Combination, PubCo securities under their particular circumstances.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to dividends received by U.S. Holders of PubCo Ordinary Shares (including constructive dividends), and the proceeds received on the disposition of PubCo Ordinary Shares and PubCo Warrants effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Information reporting requirements will also apply to redemptions from U.S. Holders of Northern Revival Ordinary Shares. Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent or the U.S. Holder’s broker) or is otherwise subject to backup withholding.

Certain U.S. Holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar threshold are required to report information to the IRS relating to PubCo securities, subject to certain exceptions (including an exception for PubCo securities held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold PubCo securities. In addition to these requirements, U.S. Holders may be required to annually file FinCEN Report 114 (Report of Foreign Bank and Financial Accounts) with the U.S. Department of Treasury. U.S. Holders should consult their own tax advisors regarding information reporting requirements relating to their ownership of PubCo securities.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

97

INFORMATION ABOUT NORTHERN REVIVAL

Overview

We are a newly organized blank check company incorporated in November 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our registration statement for our Northern Revival IPO was declared effective on February 1, 2021. On February 4, 2021, we consummated our Northern Revival IPO of 24,150,000 Northern Revival Northern Revival Units (with respect to the Northern Revival Ordinary Shares included in the Northern Revival Units offered, the “Public Shares”), including 3,150,000 additional Northern Revival Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Northern Revival Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.4 million, inclusive of approximately $9.1 million for deferred underwriting commissions (which fees were subsequently waived by the underwriters).

Simultaneously with the closing of the Northern Revival IPO, we 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.

Upon the closing of the Northern Revival IPO and the Private Placement, $241.5 million ($10.00 per Unit) of the net proceeds of the Northern Revival IPO 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 Northern Revival, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of its Northern Revival IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. Our 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 (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 we sign a definitive agreement in connection with the Initial Business Combination. However, we will only complete an Initial 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.

We consummated our Northern Revival IPO on February 4, 2021. As of December 31, 2022, we had not yet commenced operations. All activity for the period from November 4, 2020 (inception) through December 31, 2022 related to our formation and the Northern Revival IPO, and since the Northern Revival IPO, the search for a prospective Initial Business Combination. We will not generate any operating revenues until after the completion of our Initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Northern Revival IPO.

We will provide the holders of our Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a shareholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of our Initial Business Combination or conduct a tender offer will be made by us, solely in our 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 anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to Northern Revival 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 Northern Revival will pay to the underwriters (notwithstanding the foregoing, the underwriters have agreed to waive the deferred underwriting commissions).

98

If we are unable to complete an Initial Business Combination prior to February 4, 2024 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up; (ii) 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Recent Developments

In connection with the Business Combination, on March 16, 2023, Northern Revival 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”).

Shareholder Meetings

On January 27, 2023, we held an extraordinary general meeting of shareholders where the shareholders approved a special resolution to amend our Northern Revival Memorandum and Articles of Association (the “Extension Amendment”) to extend the date by which Northern Revival may either (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, from February 4, 2023 to September 4, 2023 or such earlier date as determined by the board or (ii) cease its operations, except for the purpose of winding up if it fails to complete an initial business combination, and (iii) redeem all of the Northern Revival Ordinary Shares, included as part of the Northern Revival Units sold in the Northern Revival IPO that was consummated on February 4, 2021 from February 4, 2023 to September 4, 2023 or such earlier date as determined by the Northern Revival Board.

On March 16, 2023, we held an extraordinary general meeting of shareholders where the shareholders approved: (i) a special resolution, to amend our Amended and Restated Memorandum and Articles of Association (the “charter”) to change the name of the company from Noble Rock Acquisition Corporation to Northern Revival Acquisition Corporation (the “Name Change Proposal”); and (ii) a special resolution, to amend the charter to change certain provisions which restrict our Class B ordinary shares from converting to Northern Revival Ordinary Shares prior to the closing of the business combination (the “Conversion Proposal”). On February 9, 2023, certain officers and directors of Northern Revival resigned, a new management team was appointed and we agreed to change our name in connection with these changes. The purpose of the Name Change Proposal was to amend the name of the company accordingly. The purpose of the Conversion Proposal was to remove restrictions contained in the charter in order to permit the Class B ordinary shares to convert into Northern Revival Ordinary Shares prior to the closing of the business combination which will enable Northern Revival to meet certain Nasdaq listing requirements. The holders of such shares will continue to be subject to the same restrictions as the Class B ordinary shares before any conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the prospectus for our Northern Revival IPO.

In connection with the solicitation of proxies in connection with the Extension Amendment, holders of 21,240,830 Northern Revival Ordinary Shares of our then 24,150,000 Northern Revival Ordinary Shares outstanding with redemption rights, elected to redeem their shares at a per share redemption price of approximately $10.17. In connection with the solicitation of proxies in connection with the Conversion Proposal, holders of 433,699 Northern Revival Ordinary Shares of our then-outstanding 8,946,670 Northern Revival Ordinary Shares outstanding with redemption rights, elected to redeem their shares at a per share redemption price of approximately $10.33. On March 28, 2023, Northern Revival elected to permit one shareholder, at the shareholder’s request, to reverse their redemption as to 5,000 Northern Revival Ordinary Shares, resulting in a total of 428,699 redemptions in connection with the solicitation of proxies in connection with the Conversion Proposal. On April 5, 2023, the Sponsor elected to convert 6,037,499 Class B ordinary shares into Northern Revival Ordinary Shares. Following such meetings and the redemptions related thereto and the conversion of the Class B ordinary shares, there are a total of 8,517,970 Northern Revival Ordinary Shares issued and outstanding, and (ii) one Class B ordinary shares As of April 27, 2023 there was a total of approximately $25.8 million held in the Trust Account.

99

As previously disclosed in connection with the solicitation of proxies for the Extension Proposal, the Sponsor has indicated that, it will contribute to Northern Revival 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 public shares of Northern Revival that are not redeemed, 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) September 4, 2023 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 Northern Revival to the Sponsor upon consummation of an Initial Business Combination. The Northern Revival Board 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, Northern Revival would wind up Northern Revival’s affairs and redeem 100% of the outstanding public shares in accordance with the procedures set forth in the Northern Revival Memorandum and Articles of Association. The Sponsor contributed to Northern Revival as a loan the first, second and third deposits of $100,000 each into the Trust Account on February 4, 2023, March 4, 2023 and April 4, 2023.

On August 30, 2023, we held an extraordinary general meeting of shareholders (the “Second Extension Meeting”) where the shareholders approved a special resolution to amend our Northern Revival Memorandum and Articles of Association (the “Second Extension Amendment”) to (i) extend the date by which Northern Revival may either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, from September 4, 2023 to February 4, 2024 or such earlier date as determined by the board or (b) cease its operations, except for the purpose of winding up if it fails to complete an initial business combination, and (c) redeem all of the Northern Revival Ordinary Shares, included as part of the Northern Revival Units sold in the Northern Revival IPO that was consummated on February 4, 2021 from September 4, 2023 to February 4, 2024 or such earlier date as determined by the Northern Revival Board and (ii) redeem public shares irrespective of whether such redemption would exceed an amount that would cause the company’s net tangible assets to be less than US$5,000,001.

In connection with the solicitation of proxies in connection with the Second Extension Amendment, holders of 570,227 Northern Revival Ordinary Shares of our then-outstanding 8,517,970 Northern Revival Ordinary Shares outstanding, elected to redeem their shares at a per share redemption price of approximately $10.72. Following the meeting and the redemptions related thereto, there are a total of 7,947,743 Northern Revival Class A Ordinary Shares issued and outstanding, and (ii) one Class B ordinary share. As of September12, 2023 there was a total of approximately $20.48 million held in the Trust Account.

As previously disclosed in connection with the solicitation of proxies for the Second Extension Proposal, the Sponsor has indicated that, it will contribute to Northern Revival as a loan (each loan being referred to herein as a “contribution”) an aggregate amount equal to $0.03 multiplied by the number of public shares of the company that are not redeemed in connection with the shareholder vote to approve the extension proposal, for each month, commencing on September 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 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 sponsor will not make any contribution unless the extension proposal is approved and the extension is completed. The contributions will be repayable by the company to the sponsor upon consummation of an initial business combination.

Nasdaq Letter

On April 4, 2023, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying Northern Revival that for the last 30 consecutive business days prior to the date of the letter, Northern Revival’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

100

Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has provided Northern Revival 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 Northern Revival’s securities on The Nasdaq Capital Market.

Our Sponsor, the holder of our Class B ordinary shares, agreed to convert 6,037,499 of its Class B ordinary shares into Northern Revival Ordinary Shares which Northern Revival believes will allow it to regain compliance with the MVLS requirement. On a pro forma basis, based on the closing stock price of the Northern Revival Ordinary Shares on April 4, 2023 of $10.27, this conversion would increase the MVLS by approximately $62 million. In order for Northern Revival to regain compliance with the MVLS Rule, Northern Revival’s MVLS must equal or exceed $35.0 million for at least 10 consecutive trading days however and Nasdaq must provide written confirmation to Northern Revival to close the matter.

In the event Northern Revival 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, Northern Revival may appeal the delisting determination to a Hearings Panel.

Our Business Strategy

Our board and advisory team will leverage their long-standing partnerships, vast investment experience, deep networks, and technology industry expertise to identify and generate attractive acquisition opportunities among middle-market technology companies with anticipated enterprise values between $750 million and $3 billion. To the extent the purchase price for any acquisition to be paid in cash exceeds the net proceeds available to us, we may issue debt or equity to consummate the acquisition. Such additional financing may come in the form of bank financings or preferred equity, common equity or debt offerings, or a combination of the foregoing.

We believe our management team’s experience and track record, are differentiated and will enable us to successfully identify and execute an Initial Business Combination. We will leverage our extensive network of relationships across the middle-market technology ecosystem to assist in the identification of a target for the Initial Business Combination.

Our management team, board and advisors have experience in:

•investing in leading technology companies to accelerate their growth and maturation;

•sourcing, structuring, acquiring, financing, and selling software and tech-enabled services businesses;

•fostering relationships with sellers, capital providers and target management teams.

•operating companies, setting and changing strategies, and identifying, mentoring and recruiting exceptional talent;

•developing and growing companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint;

•deploying a comprehensive value-creation toolkit including identifying avenues for growth acceleration and delivering operating efficiency; and

•accessing the capital markets, including financing businesses and helping companies transition to public ownership.

The past performance of our management team or their respective affiliates, is not a guarantee either (i) of success with respect to any Initial Business Combination we may consummate or (ii) that we will be able to identify a suitable candidate for our Initial Business Combination. You should not rely on the historical record of our management team’s or their respective affiliates’ performance as indicative of our future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels.

101

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with members of the target’s management and other employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry.

Certain of our directors and officers indirectly own founder shares and/or Private Placement Warrants following the Northern Revival IPO and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Initial Business Combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular Initial Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our Initial Business Combination.

Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present an Initial Business Combination opportunity to such entity subject to his or her fiduciary or contractual obligations. As a result, if any of our officers or directors becomes aware of an Initial Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and director’s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such Initial Business Combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our Initial Business Combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a Business Opportunity for any director or officer, on the one hand, and us, on the other. Additionally, certain of our directors and officers are now, and our Sponsor, directors and officers may in the future become, affiliated with entities that are engaged in a similar business.

Initial Business Combination

Nasdaq listing rules require that our 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 assets held in the Trust Account (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). We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our Initial Business Combination, although there is no assurance that will be the case.

We anticipate structuring our Initial Business Combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our Initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Initial Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our Initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our Initial Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock,

102

shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our Initial Business Combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our Initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to our Initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If our Initial Business Combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

Departure of certain officers and directors; name change and Class B conversion

On February 9, 2023, in accordance with the provisions of a binding agreement that provides for the withdrawal or significant reduction in investment in the Sponsor by certain existing investors and the resulting transfer of control of the Sponsor: (i) Whitney Bower resigned as Chairman and Chief Executive Officer, (ii) Peter Low resigned as Chief Financial Officer and director and (iii) Michael Alter and David Lang resigned as independent directors, (iv) the board appointed Aemish Shah as the Chairman and Chief Executive Officer and Manpreet Singh as Chief Financial Officer and a director, and also appointed Joseph Tonnos, David Tanzer and Asad Zafar to serve as directors, determining each of Messrs. Tonnos, Tanzer and Zafar to be an independent director under the listing rules of the Nasdaq Stock Market. We agreed to change our name in connection with these changes. Mr. Tonnos served on the Northern Revival board of directors from February 9, 2023 until his resignation on March 15, 2023. Such resignation was not a result of disagreement with Northern Revival on any matter relating to its operations, policies or practices.

On March 16, 2023, we held our General Meeting for the purposes of considering and voting upon: (i) a special resolution, to amend our charter to change the name of the company from Noble Rock Acquisition Corporation to Northern Revival Acquisition Corporation; and (ii) a special resolution, to amend the charter to change certain provisions which restrict our Class B ordinary shares from converting to Northern Revival Ordinary Shares prior to the closing of the business combination. Both the Name Change Proposal and Conversion Proposal were approved by the shareholders at the General Meeting. The purpose of the Name Change Proposal was to amend the name of the company as agreed in connection with the departures of Messrs. Bower, Low, Alter and Lang. The purpose of the Conversion Proposal was to remove restrictions contained in the charter in order to permit the Class B ordinary shares to convert into Northern Revival Ordinary Shares prior to the closing of the business combination which will enable Northern Revival to meet certain Nasdaq listing requirements. The holders of such shares will continue to be subject to the same restrictions as the Class B ordinary shares before any conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the prospectus for our Northern Revival IPO.

Extension, redemptions and contributions

On January 27, 2023, we held an extraordinary general meeting of shareholders where the shareholders approved a special resolution to amend our Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to extend the date by which Northern Revival may either (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, from February 4, 2023 to September 4, 2023 (such later date, the “extended date”) or such earlier date as determined by the board or (ii) cease its operations, except for the purpose of winding up if it fails to complete an initial business combination, and (iii) redeem all of the Northern Revival Ordinary Shares included as part of the Northern Revival Units sold in the Northern Revival IPO that was consummated on February 4, 2021 from February 4, 2023 to September 4, 2023 or such earlier date as determined by the Northern Revival Board.

In connection with the solicitation of proxies in connection with the Extension Amendment, holders of 21,240,830 Northern Revival Ordinary Shares of our then 24,150,000 Northern Revival Ordinary Shares outstanding with redemption rights, elected to redeem their shares at a per share redemption price of approximately $10.17. In connection with the solicitation of proxies in connection with the Conversion Proposal, holders of 433,699 Northern Revival Ordinary Shares of our then outstanding 8,946,670 Northern Revival Ordinary Shares outstanding with redemption rights, elected to redeem their shares at a per share redemption price of approximately $10.33.

103

On March 28, 2023, Northern Revival elected to permit one shareholder, at the shareholder’s request, to reverse their redemption as to 5,000 Northern Revival Ordinary Shares, resulting in a total of 428,699 redemptions in connection with the solicitation of proxies in connection with the Conversion Proposal. On April 5, 2023, the Sponsor elected to convert 6,037,499 Class B ordinary shares into Northern Revival Ordinary Shares. Following such meetings and the redemptions related thereto and the conversion of the Class B ordinary shares, there are a total of 8,517,970 Northern Revival Ordinary Shares issued and outstanding and (ii) one Class B ordinary share outstanding. As of April 27, 2023, there was a total of approximately $25.8 million held in the Trust Account.

As previously disclosed in connection with the solicitation of proxies for the Extension Proposal, the Sponsor has indicated that, it will contribute to Northern Revival 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 public shares of Northern Revival that are not redeemed, 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 Northern Revival to the Sponsor upon consummation of an Initial Business Combination. Northern Revival’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, Northern Revival would wind up Northern Revival’s affairs and redeem 100% of the outstanding public shares in accordance with the procedures set forth in Northern Revival’s Amended and Restated Memorandum and Articles of Association (“Charter”). The Sponsor contributed to Northern Revival as a loan the first, second and third deposits of $100,000 each into the Trust Account on February 4, 2023, March 4, 2023 and April 4, 2023.

On August 30, 2023, we held an extraordinary general meeting of shareholders (the “Second Extension Meeting”) where the shareholders approved a special resolution to amend our Northern Revival Memorandum and Articles of Association (the “Second Extension Amendment”) to (i) extend the date by which Northern Revival may either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, from September 4, 2023 to February 4, 2024 or such earlier date as determined by the board or (b) cease its operations, except for the purpose of winding up if it fails to complete an initial business combination, and (c) redeem all of the Northern Revival Ordinary Shares, included as part of the Northern Revival Units sold in the Northern Revival IPO that was consummated on February 4, 2021 from September 4, 2023 to February 4, 2024 or such earlier date as determined by the Northern Revival Board and (ii) redeem public shares irrespective of whether such redemption would exceed an amount that would cause the company’s net tangible assets to be less than US$5,000,001.

In connection with the solicitation of proxies in connection with the Second Extension Amendment, holders of 570,227 Northern Revival Ordinary Shares of our then 8,517,970 Northern Revival Ordinary Shares outstanding, elected to redeem their shares at a per share redemption price of approximately $10.72. Following the meeting and the redemptions related thereto, there are a total of 7,947,743 Northern Revival Ordinary Shares issued and outstanding, and (ii) one Class B ordinary share. As of September12, 2023 there was a total of approximately $20.48 million held in the Trust Account.

As previously disclosed in connection with the solicitation of proxies for the Second Extension Proposal, the Sponsor has indicated that, it will contribute to Northern Revival as a loan (each loan being referred to herein as a “contribution”) an aggregate amount equal to $0.03 multiplied by the number of public shares of the company that are not redeemed in connection with the shareholder vote to approve the extension proposal, for each month, commencing on September 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 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 sponsor will not make any contribution unless the extension proposal is approved and the extension is completed. The contributions will be repayable by the company to the sponsor upon consummation of an initial business combination.

104

Competition

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for Initial Business Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Initial Business Combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Northern Revival IPO and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our Initial Business Combination and we are obligated to pay cash for our Northern Revival Ordinary Shares, it will potentially reduce the resources available to us for our Initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating an Initial Business Combination.

Human Capital Management

We do not intend to have any full-time employees prior to the completion of our Initial Business Combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our Initial Business Combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our Initial Business Combination and the current stage of the Initial Business Combination process.

105

MANAGEMENT OF NORTHERN REVIVAL

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to Northern Revival before the Business Combination.

The following table sets forth information about our directors and executive officers:

Name	Age	Position
Aemish Shah	37	Chairman and Chief Executive Officer
Manpreet Singh	40	Director and Chief Financial Officer
David Tanzer	62	Director
Asad Zafar	43	Director
Benjamin Rifkin	44	Director
Aimee Christensen	54	Director

Aemish Shah has served as Chief Executive Officer and Chairman of Northern Revival since February 9, 2023. He has served as a director of Northern Revival since January 2021. Since January 2016, Mr. Shah has been the Co-Founder and Managing Partner of General Global Capital (“GenGlobal”), a growth state technology investment firm focused on software and financial technology companies with notable investments that include Carta, SpaceX, SoFi, Impossible Foods, Digital Ocean, Rubrik, Grab Inc., Figure Technologies, CaaStle, Avant/Amount and Postmates. Mr. Shah has over sixteen years of experience as a technology investor and financial services banker. Over the course of his career, he has worked on over twenty successful M&A transactions with an aggregate value of over five billion dollars. Mr. Shah has also served on numerous non-profit boards and currently works with TeacherCraft, an EdTech non-profit focused on professional development. Mr. Shah began his career with Pricewaterhouse Coopers as a Senior Associate in the financial advisory practice. Mr. Shah graduated from Cornell University with a Bachelor of Science in Operations Research and Industrial Engineering. We believe Mr. Shah is qualified to serve on our board due to his extensive investment and mergers and acquisitions experience.

Manpreet Singh, CFA, has served as Chief Financial Officer and a director of Northern Revival since February 9, 2023. From 2018 to the present, Mr. Singh has served as the CIO at Singh Capital Partners (“SCP”) where he is responsible for all investment decisions and operations. In 2006, Mr. Singh became one of the youngest CFA charter holders in the world and was profiled by the organization as its “Most Ambitious” member. He serves on the numerous public, non-profit and private company boards including Cemtrex (Nasdaq: CETX), Investcorp India Acquisition Corp (Nasdaq: IVCA), AcquCo, PartsAvatar, Oats Overnights, US Inspect, Snowball Industries, Shukr Investments, Suburban Hospital (John Hopkins Medicine) and Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park.

David Tanzer has served as an independent director of Northern Revival since February 9, 2023. Currently, Mr. Tanzer is a manager for Mercury FundingCo., LLC since June 2019, an executive chairman of XGen Ai since March 2020, a board observer of Veransa Group since December 2021, and a board observer of Open Road Integrated Media since December 2021. From 2019 to 2020, Mr. Tanzer was the Chief Executive Officer at TBD Safety, LLC which sold personal emergency response system products. Prior to that, Mr. Tanzer was Chief Executive Officer at LifeShield, LLC which sold home security products from February 2017 to February 2018. In total, Mr. Tanzer has over 35 years of experience in senior operating roles and investing in and advising acquisition candidates and operating companies in industry sectors including media, B2B SaaS, sustainability, real estate and AI/machine learning. Mr. Tanzer has served on 10 boards, including Healthy Directions (an American Securities Capital Partners portfolio company), CurtCo Robb Media (GE Capital) and The Noodle Companies and its four operating subsidiaries. Mr. Tanzer has provided M&A consulting services to leading private equity firms including Blackstone Partners, Elevation Partners, Great Hill Partners, Insight Partners, Lee Equity Partners, Madison Dearborn, Warburg Pincus and Zelnick Media, as well as companies such as InterActiveCorp, NutriSystem, Publishers Clearinghouse, and Scholastic. Mr. Tanzer received his B.A. from Harvard College, graduating magna cum laude, and his MBA from Harvard Business School, where he was a Baker Scholar. We believe Mr. Tanzer is qualified to serve on our board due to his extensive investments and merger and acquisitions experience.

106

Asad Zafar has serve as an independent director of Northern Revival since February 9, 2023. From September 2021 to present, Mr. Zafar has worked as a Portfolio Manager at Vitol. Prior to that, Mr. Zafar worked as an analyst for Citadel Global Equities from July 2017 to August 2020. From March 2015 to July 2017, Mr. Zafar worked at Karlin Asset Management as managing director and portfolio manager. Throughout his career, Mr. Zafar has directly managed over $1 billion in equity portfolios. Mr. Zafar received his MBA from The Wharton School of the University of Pennsylvania where he was a Joseph H. Lauder fellow and a B.A. from Ohio Wesleyan University where he was a Presidential Scholar. Mr. Zafar holds the Chartered Financial Analyst (CFA) designation, Certified in Quantitative Finance (CQF) designation and CPIM (Certified in Product and Inventory Management) designation. We believe Mr. Zafar is qualified to serve on our boar due to his extensive investment experience.

Benjamin Rifkin has served as an independent director of the Company since May 17, 2023. From July 2018 to present, Mr. Rifkin has been the Chief Executive Officer and President of Ten Eighty Capital, a diversified private investment firm based in Park City, UT. Previously, Mr. Rifkin served as President of Royal Street Investment & Innovation Center, leading strategic investment and business decisions. He was also a Venture Partner at Royal Street Ventures, a seed stage venture capital firm with offices in UT, CO, WI and MO. In these roles, Rifkin worked closely with private and public companies in the hospitality, virtual reality, consumer products, consumer internet and enterprise software industries. Mr. Rifkin also managed the Park City Angels as Executive Director leading membership, deal sourcing and diligence efforts. He helped open Park City’s first co-working space and incubator, PandoLabs, and also served as co-chair and emcee of Thin Air, a business leadership and innovation conference underwritten by the Park City Chamber of Commerce. Mr. Rifkin received a BA in English and Creative Writing from Dartmouth College. We believe Mr. Singh is well-qualified to serve on our board of directors based on his deep expertise in management and investment.

Aimée Russell Christensen has served as an independent director of the Company since August 2023. From June 2020 to present, Ms. Christensen has served as the CEO at Christensen Global Strategies, LLC where she advises corporate and nonprofit clients on climate-smart growth strategy. She has also been a director of Christensen Global Strategies, LLC since June 2005 and was a director of Enerblu, Inc. from November 2017 to July 2018. From March 2015 to May 2020, Ms. Christensen was the executive director of Sun Valley Institute for Resilience and provided strategic vision and overall operational direction. Ms. Christensen received her Juris Doctor degree from Stanford University Law School and received a BA in Latin American Studies & Anthropology from Smith College. We believe Ms. Christensen is well-qualified to serve on our board of directors based on her legal background and her experiences in advising corporations on strategies.

Director Independence

Nasdaq listing rules require that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have currently have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our board has determined that David Tanzer, Asad Zafar, Benjamin Rifken and Aimee Christensen are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Number, Terms of Office and Election of Officers and Directors

Our board of directors consists of six members. Prior to our Initial Business Combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our Initial Business Combination, holders of our founder shares).

107

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Committees of the Board of Directors

Our board of directors has three standing committees — an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. We do not intend to rely on the phase-in schedules set forth in Nasdaq listing rule 5615(b)(1).

Audit Committee

The members of our audit committee are Benjamin Rifken, David Tanzer and Asad Zafar. Asad Zafar serves as chair of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that each of David Tanzer and Asad Zafar qualify as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

•assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

•the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

•pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

•reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

•setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

•setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

108

•reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

•reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

The members of our compensation committee are Asad Zafar, Benjamin Rifken and David Tanzer. Asad Zafar serves as chair of the compensation committee.

We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

•reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

•reviewing our executive compensation policies and plans;

•implementing and administering our incentive compensation equity-based remuneration plans;

•assisting management in complying with our proxy statement and annual report disclosure requirements;

•approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•producing a report on executive compensation to be included in our annual proxy statement; and

•reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Benjamin Rifken, David Tanzer and Asad Zafar. Asad Zafar serves as chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

•identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors;

•developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

109

•coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

•reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our Initial Business Combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Code of Ethics

We have adopted a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. We have filed a copy of our form of our Code of Ethics as an exhibit to our Annual Report. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, we will provide a copy of the Code of Ethics without charge upon request. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

•duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•directors should not improperly fetter the exercise of future discretion;

•duty to exercise powers fairly as between different sections of shareholders;

•duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential Initial Business Combinations to other entities to which our directors and officers currently have fiduciary duties or contractual obligations, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.

110

Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present an Initial Business Combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of an Initial Business Combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such Initial Business Combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue Initial Business Combination opportunities or complete our Initial Business Combination.

Potential investors should also be aware of the following potential conflicts of interest:

•None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

•In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•In connection with the Initial Public Offering, our initial shareholders and Chairman and Chief Executive Officer have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our Initial Business Combination, and our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our Initial Business Combination within 24 months after the closing of the Initial Public Offering or such later date as extended. However, if our initial shareholders (or our Chairman and Chief Executive Officer or affiliates) acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to consummate our Initial Business Combination within the prescribed time frame. If we do not complete our Initial Business Combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our public shares, and the Private Placement Warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of: (1) one year after the completion of our Initial Business Combination; and (2) subsequent to our Initial Business Combination (x) if the last reported sale price of our Northern Revival Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our Initial Business Combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the Private Placement Warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our Initial Business Combination. Since our Sponsor and directors and officers will directly or indirectly own ordinary shares and warrants following the Initial Public Offering, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Initial Business Combination.

•Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular Initial Business Combination. These agreements may provide for them to receive compensation following our Initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular Initial Business Combination.

•Our directors and officers may have a conflict of interest with respect to evaluating a particular Initial Business Combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our Initial Business Combination.

111

The conflicts described above may not be resolved in our favor.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a Business Opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue Initial Business Combination opportunities or complete our Initial Business Combination.

We are not prohibited from pursuing an Initial Business Combination with a company that is affiliated with our Sponsor, directors or officers. In the event we seek to complete our Initial Business Combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such an Initial Business Combination is fair to our company from a financial point of view.

In addition, our Sponsor or any of its affiliates may make additional investments in Northern Revival in connection with the Initial Business Combination, although our Sponsor and its affiliates have no obligation or current intention to do so. If our Sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our Sponsor’s motivation to complete an Initial Business Combination.

In the event that we submit our Initial Business Combination to our public shareholders for a vote, our initial shareholders and Chairman and Chief Executive Officer have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares (and their permitted transferees will agree) and public shares held by them in favor of our Initial Business Combination.

112

EXECUTIVE COMPENSATION OF NORTHERN REVIVAL

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to Northern Revival before the Business Combination.

None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our Initial Business Combination and our liquidation, we will pay our Sponsor a total of $30,000 per month for office space, administrative, financial and support services. Other than as described herein, no compensation of any kind, including any finder’s fee, reimbursement or consulting fee, will be paid by us to our Sponsor, officers and directors, or any affiliate of our Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our Initial Business Combination (regardless of the type of transaction that it is). However, our 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 our behalf such as identifying potential target businesses and performing due diligence on suitable Initial Business Combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, directors, officers or our or any of their affiliates.

After the completion of our Initial Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed Initial Business Combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our Initial Business Combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our Initial Business Combination should be a determining factor in our decision to proceed with any potential Initial Business Combination.

Sponsor LLC Agreement

On December 31, 2020, each of our then directors (or their affiliates), officers and advisors together with certain third-party investors, including our anchor investor, entered into an amended and restated limited liability company agreement (the “Sponsor LLC Agreement”) of our Sponsor, Northern Revival Sponsor LLC which was then known as Noble Rock Sponsor LLC. In connection with the provisions of a binding agreement that provides for the withdrawal or significant reduction in investment in the Sponsor by certain existing investors and the resulting transfer of control of the Sponsor, the Sponsor changed its name to Northern Revival Sponsor LLC and Aemish Shah became the sole manager of the Sponsor.

Pursuant to the Sponsor LLC Agreement, certain of our directors (or their affiliates), officers and advisors made capital contributions to our Sponsor in exchange for membership interests in our Sponsor in an aggregate amount of $25,000, with respect to the issuance of 6,037,500 of our founder shares to our Sponsor. In addition, certain of our directors (or their affiliates), officers and the third-party investors, including our anchor investor, agreed to make certain at-risk capital contributions up to an aggregate amount of $6,830,000, the proceeds of which were used by our Sponsor to purchase the Private Placement Warrants. Such persons also agreed to make additional capital contributions to our Sponsor upon request.

Upon or after the consummation of our Initial Business Combination and as determined by members of our Sponsor, our directors (or their affiliates), officers and advisors and the third-party investors are entitled to receive distributions of the assets of our Sponsor in accordance with such persons’ then respective economic interests in our Sponsor.

113

NORTHERN REVIVAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this section to the “Company,” “our,” “us” or “we” refer to Northern Revival Acquisition Corporation.The following discussion and analysis of Northern Revival’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included elsewhere in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,”and “Risk Factors” elsewhere in this proxy statement/prospectus.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on November 4, 2020. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”).

Our 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 Northern Revival IPO was declared effective on February 1, 2021. On February 4, 2021, we consummated the Northern Revival IPO of 24,150,000 Northern Revival Units, (with respect to the Northern Revival Ordinary Shares included in the Northern Revival Units being offered, the “Public Shares”), which includes 3,150,000 additional Northern Revival Units to cover over-allotments (the “Over-Allotment Northern Revival 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. In September 2023, the underwriters in the IPO waived such deferred underwriting commissions.

Simultaneously with the closing of the Northern Revival IPO, we consummated the Private Placement of 4,553,334 private placement warrants at a price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of approximately $6.8 million.

Upon the closing of the Northern Revival IPO and the Private Placement, $241.5 million ($10.00 per Unit) of the net proceeds of the Northern Revival IPO 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 us, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the Trust Account as described below.

We intend to complete our Initial Business Combination using cash from the remaining proceeds of the Northern Revival IPO and the Private Placement of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. The issuance of additional shares of our stock in a business combination:

•may significantly dilute the equity interest of investors in this offering,;

•may subordinate the rights of holders of our ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;

•could cause a change in control if a substantial number of shares of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

114

•may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

•may adversely affect prevailing market prices for our Northern Revival Ordinary Shares and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or owners of a target, it could result in:

•default and foreclosure on our assets if our operating revenues after an Initial Business Combination are insufficient to repay our debt obligations;

•acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•our inability to pay dividends on our ordinary shares;

•using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

•limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

•limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

•other purposes and other disadvantages compared to our competitors who have less debt.

If we are unable to complete an Initial Business Combination by February 4, 2024, or such earlier date as determined by the Northern Revival Board (taking into account the extension as described below, the “Combination Period”), we 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 our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Recent Developments

Proposed Business Combination

On March 20, 2023, we entered into the Business Combination Agreement with our Sponsor, Braiin and the Braiin Supporting Shareholders who collectively own 100% of the outstanding ordinary shares of Braiin. Pursuant to the terms of the Business Combination Agreement, a business combination between Northern Revival and Braiin 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 Northern Revival with an aggregate value of $572million. The number of shares to be issued will be based upon a per share value of $10.00. The aggregate

115

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. On October1, 2023, the parties entered into an Amended and Restated Business Combination revised the structure of the transaction from a direct share exchange to a merger structure and revised the valuation of the transaction.

Simultaneously with the execution of the Business Combination Agreement, Northern Revival 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 Northern Revival 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 founder shares immediately prior to the closing of the Business Combination (the “Closing”) and to waive: (i) redemption rights with respect to its founders shares in connection with the Business Combination, and (ii) the right to have any working capital loans extended to Northern Revival converted into warrants.

Forward Purchase Agreement

On March 16, 2023, in connection with the Business Combination Northern Revival, Braiin and Meteora Capital, LLC (“Meteora”) entered into the Forward Purchase Agreement providing for the issue and sale of up to 2,900,000 Northern Revival Ordinary Shares. The Northern Revival Ordinary Shares that may be issued in connection with the Forward Purchase Agreement have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Pursuant to the Forward Purchase Agreement, Meteora has agreed to make purchases of Northern Revival Ordinary Shares: (a) in open-market purchases through a broker after the date of Northern Revival’s redemption deadline in connection with the vote of Northern Revival shareholders to approve the Business Combination from holders of Northern Revival Ordinary Shares, including those who elect to redeem Northern Revival Ordinary Shares and subsequently revoked their prior elections to redeem (the “Recycled Shares”) and (b) directly from Northern Revival, newly-issued Northern Revival Ordinary Shares (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 Northern Revival Ordinary Shares outstanding on a post-transaction basis) (the “Maximum Number of Shares”). Meteora has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination.

The Forward Purchase Agreement provides that no later than the earlier of (a) one business day after the closing of the Business Combination and (b) the date any assets from Northern Revival’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 Northern Revival 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 Northern Revival 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 Northern Revival 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 Northern Revival 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 Northern Revival Ordinary Shares less (b) the number of Terminated Shares, multiplied by (2) $1.50 in the event of cash or, in the event of Northern Revival Ordinary Shares, $2.00; and $2.50, solely in the event of a registration failure.

116

Departure of certain officers and directors; name change and Class B conversion

On February 9, 2023, in accordance with the provisions of a binding agreement that provides for the withdrawal or significant reduction in investment in the Sponsor by certain existing investors and the resulting transfer of control of the Sponsor: (i) Whitney Bower resigned as Chairman and Chief Executive Officer, (ii) Peter Low resigned as Chief Financial Officer and director and (iii) Michael Alter and David Lang resigned as independent directors, (iv) the board appointed Aemish Shah as the Chairman and Chief Executive Officer and Manpreet Singh as Chief Financial Officer and a director, and also appointed Joseph Tonnos, David Tanzer and Asad Zafar to serve as directors, determining each of Messrs. Tonnos, Tanzer and Zafar to be an independent director under the listing rules of the Nasdaq Stock Market. We agreed to change our name in connection with these changes. Mr. Tonnos served on the Northern Revival board of directors from February 9, 2023 until his resignation on March 15, 2023. Such resignation was not a result of disagreement with Northern Revival on any matter relating to its operations, policies or practices.

On March 16, 2023, we held our General Meeting for the purposes of considering and voting upon: (i) a special resolution, to amend our charter to change the name of the company from Noble Rock Acquisition Corporation to Northern Revival Acquisition Corporation; and (ii) a special resolution, to amend the charter to change certain provisions which restrict our Class B ordinary shares from converting to Northern Revival Ordinary Shares prior to the closing of the business combination. Both the Name Change Proposal and Conversion Proposal were approved by the shareholders at the General Meeting. The purpose of the Name Change Proposal was to amend the name of the company as agreed in connection with the departures of Messrs. Bower, Low, Alter and Lang. The purpose of the Conversion Proposal was to remove restrictions contained in the charter in order to permit the Class B ordinary shares to convert into Northern Revival Ordinary Shares prior to the closing of the business combination which will enable Northern Revival to meet certain Nasdaq listing requirements. The holders of such shares will continue to be subject to the same restrictions as the Class B ordinary shares before any conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the prospectus for our Northern Revival IPO.

Extension, redemptions and contributions

On January 27, 2023, we held an extraordinary general meeting of shareholders where the shareholders approved a special resolution to amend our Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to extend the date by which Northern Revival may either (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, from February 4, 2023 to September 4, 2023 (such later date, the “extended date”) or such earlier date as determined by the board or (ii) cease its operations, except for the purpose of winding up if it fails to complete an initial business combination, and (iii) redeem all of the Northern Revival Ordinary Shares included as part of the Northern Revival Units sold in Northern Revival’s IPO that was consummated on February 4, 2021 from February 4, 2023 to September 4, 2023 or such earlier date as determined by the board.

In connection with the solicitation of proxies in connection with the Extension Amendment, holders of 21,240,830 Northern Revival Ordinary Shares of our then-outstanding 24,150,000 Northern Revival Ordinary Shares outstanding with redemption rights, elected to redeem their shares at a per share redemption price of approximately $10.17. In connection with the solicitation of proxies in connection with the Conversion Proposal, holders of 428,699 Northern Revival Ordinary Shares of our then-outstanding 8,946,670 Northern Revival Ordinary Shares outstanding with redemption rights, elected to redeem their shares at a per share redemption price of approximately $10.33. On March 28, 2023, Northern Revival elected to permit one shareholder, at the shareholder’s request, to reverse their redemption as to 5,000 Northern Revival Ordinary Shares, resulting in a total of 428,699 redemptions in connection with the solicitation of proxies in connection with the Conversion Proposal. On April 5, 2023, the Sponsor elected to convert 6,037,499 Class B ordinary shares into Northern Revival Ordinary Shares. Following such meetings, the redemptions related thereto and the Sponsor’s conversion of Class B ordinary shares into Northern Revival Ordinary Shares, there are a total of 8,517,971 ordinary shares issued and outstanding, including (i) 8,517,970 Northern Revival Ordinary Shares and (ii) 1 Class B ordinary share outstanding. As of April 27, 2023, there was a total of approximately $25.8 million held in the Trust Account.

117

As previously disclosed in connection with the solicitation of proxies for the Extension Proposal, the Sponsor indicated that, it will contribute to Northern Revival 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 public shares of Northern Revival that are not redeemed, 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 Northern Revival to the Sponsor upon consummation of an Initial Business Combination. Northern Revival’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.

On August 30, 2023, we held an extraordinary general meeting of shareholders (the “Second Extension Meeting”) where the shareholders approved a special resolution to amend our Northern Revival Memorandum and Articles of Association (the “Second Extension Amendment”) to (i) extend the date by which Northern Revival may either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, from September 4, 2023 to February 4, 2024 or such earlier date as determined by the board or (b) cease its operations, except for the purpose of winding up if it fails to complete an initial business combination, and (c) redeem all of the Northern Revival Ordinary Shares, included as part of the Northern Revival Units sold in the Northern Revival IPO that was consummated on February 4, 2021 from September 4, 2023 to February 4, 2024 or such earlier date as determined by the Northern Revival Board and (ii) redeem public shares irrespective of whether such redemption would exceed an amount that would cause the company’s net tangible assets to be less than US$5,000,001.

In connection with the solicitation of proxies in connection with the Second Extension Amendment, holders of 570,227 Northern Revival Ordinary Shares of our then 8,517,970 Northern Revival Ordinary Shares outstanding, elected to redeem their shares at a per share redemption price of approximately $10.72. Following the meeting and the redemptions related thereto, there are a total of (i) 7,947,743 Northern Revival Class A Ordinary Shares issued and outstanding, and (ii) one Class B ordinary share. As of September12, 2023 there was a total of approximately $20.48 million held in the Trust Account.

As previously disclosed in connection with the solicitation of proxies for the Second Extension Proposal, the Sponsor has indicated that, it will contribute to Northern Revival as a loan (each loan being referred to herein as a “contribution”) an aggregate amount equal to $0.03 multiplied by the number of public shares of the company that are not redeemed in connection with the shareholder vote to approve the extension proposal, for each month, commencing on September 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 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 sponsor will not make any contribution unless the extension proposal is approved and the extension is completed. The contributions will be repayable by the company to the sponsor upon consummation of an initial business combination.

Results of Operations

Our entire activity since November 4, 2020 (inception) through June 30, 2023 related to our formation, the preparation for the Northern Revival IPO, and since the closing of the Northern Revival IPO, the search for a prospective Initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our Initial Business Combination. We generate non-operating income in the form of gains on investment (net), dividends and interest held in Trust Account. We will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

118

For the year ended December 31, 2022, we had net income of approximately $8.4 million, which consisted of $6.4 million for a change in the fair value of derivative warrant liabilities, approximately $3.5 million of income from investments held in the Trust Account, offset by approximately $1.5 million of general and administrative expenses.

For the year ended December 31, 2021, we had net income of approximately $9.4 million, which consisted of $11.5 million for a change in the fair value of derivative warrant liabilities, approximately $26,000 of income from investments held in the Trust Account, offset by approximately $769,000 of financing costs and approximately $1.3 million of general and administrative expenses.

For the six months ended June 30, 2023, we had a net loss of approximately $529,000, resulting from approximately $1,515,000 of general and administrative expenses and approximately $197,000 resulting from a decrease in the fair value of the FPA, offset by approximately $1.2 million of income from investments held in the Trust Account.

For the six months ended June 30, 2022, we had net income of approximately $5.6 million, which consisted of $5.9 million from a change in the fair value of derivative warrant liabilities and approximately $343,000 of income from investments held in the Trust Account, offset by approximately $621,000 of general and administrative expenses.

Liquidity and Going Concern

As of June 30, 2023, we had approximately $7,000 in cash in our operating bank account and working capital of approximately $2.0 million.

Through June 30, 2023, our liquidity needs had been satisfied through a payment of $25,000 from our Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares and the loan of $45,000 from our Sponsor pursuant to the Note. Subsequent to the closing of the Northern Revival IPO and Private Placement, the proceeds from the Private Placement not held in the Trust Account will be used to satisfy our liquidity. Including amounts borrowed subsequent to December 31, 2020, we borrowed a total of approximately $195,000 through the Note and we repaid the Note in full on February 5, 2021. In addition, in order to finance transaction costs in connection with an Initial Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. As of June 30, 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.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we have until February 4, 2024, or such earlier date as determined by our Directors to consummate an Initial Business Combination. It is uncertain that we will be able to meet its obligations within the next 12 months or consummate an Initial Business Combination by this time. If an Initial Business Combination is not consummated by the end of the Combination Period, there will be a mandatory liquidation and subsequent dissolution of Northern Revival. Management has determined that the liquidity condition and mandatory liquidation, should an Initial 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.

Related Party Transactions

Founder Shares

On November 11, 2020, the initial shareholders paid an aggregate of $25,000 for certain expenses on our behalf in exchange for issuance of 5,750,000 Founders Shares. On February 1, 2021, we 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. 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 Northern Revival Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of our issued and outstanding shares after the Northern Revival IPO.

119

On February 4, 2021, the underwriter fully exercised its over-allotment option; thus, these 787,500 Founder Shares were no longer subject to forfeiture. On April 5, 2023, the Sponsor elected to convert 6,037,499 Class B ordinary shares into Class A ordinary shares.

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 we complete 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 Northern Revival 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.

Private Placement Warrants

Simultaneously with the closing of the Northern Revival IPO, we consummated the Private Placement of 4,553,334 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of approximately $6.8 million.

Each whole Private Placement Warrant is exercisable for one whole share of Northern Revival Ordinary Shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to our Sponsor was added to the proceeds from the Northern Revival IPO held in the Trust Account. If we do not complete an Initial 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 our Sponsor or its permitted transferees.

Our Sponsor and our 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.

Related Party Loans

On November 11, 2020, our Sponsor agreed to loan us up to $300,000 to be used for the payment of costs related to the Northern Revival IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Northern Revival IPO. As of December 31, 2020, we borrowed $45,000 under the Note. As of February 4, 2021, we had a cumulative borrowing of $195,000. We repaid the Note in full on February 5, 2021.

In addition, in order to finance transaction costs in connection with an Initial Business Combination, our Sponsor, members of our founding team or any of their affiliates may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete an Initial Business Combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, we 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 an Initial 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 Initial 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 June 30, 2023, December 31, 2022 and 2021, we had no outstanding Working Capital Loans.

Advances from Related Party

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 Northern Revival’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Northern Revival’s audit committee reviews on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or us or any of our or their r affiliates. For the six months ended June30, 2023, the Sponsor had advanced Northern Revival

120

$635,740 for working capital purposes, of which $0 was repaid during the six months ended June30, 2023. As of June30, 2023 and December31, 2022, the outstanding balance under the advances amounted to $695,021 and $59,281, respectively.

Promissory Note — related party

In connection with the shareholders’ approval of the Extension Proposal, the Sponsor contributed to Northern Revival as a loan (each loan being referred to herein as a “contribution”) five deposits of $100,000 each into the Trust Account by June30, 2023. Northern Revival issued unsecured promissory notes to the Sponsor for $500,000 as extension loans as of June30, 2023 since the funds were received in our 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 June30, 2023, Northern Revival had $500,000 outstanding balance under these notes.

Administrative Support Agreement

Commencing on the date that our securities were first listed on Nasdaq through the earlier of consummation of the Initial Business Combination and the liquidation, we agreed to pay our Sponsor a total of $30,000 per month for office space, administrative, financial and support services. For the six months ended June 30, 2023 and the years ended December 31, 2022 and 2021, we incurred expenses under this agreement of $180,000, $360,000 and $330,000, respectively, included as general and administrative expenses on the statements of operations. As of June 30, 2023 and December 31, 2022 and 2021, there was $150,000 and $0 owed under this agreement.

In addition, our 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 our behalf such as identifying potential target businesses and performing due diligence on suitable Initial Business Combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, directors, officers or any of their affiliates. For the year ended December 31, 2022, we incurred approximately $74,000 of reimbursable expenses to related party, included as general and administrative expenses on the accompanying statement of operations. As of December 31, 2022, approximately $65,000 of reimbursable expenses was paid to related party and approximately $59,000 is payable and presented as due to related party on the balance sheets. No expenses were incurred as of December 31, 2021.

Contractual Obligations

Registration Rights

The initial shareholders and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The initial shareholders and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by us. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the date of the prospectus to purchase up to 3,150,000 additional Northern Revival Units at the Northern Revival IPO 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 Northern Revival IPO. 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 would have become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters paid to us an amount equal to 0.25% of the offering gross proceeds, or $603,750 in the aggregate to reimburse certain expenses in connection with the Northern Revival IPO. Notwithstanding the foregoing, in September 2023, the underwriters agreed to waive the deferred underwriting commissions.

121

Contingent Fee Arrangement

On August 4, 2022, we 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, we agreed to pay them a success fee of $2,415,000, payable only upon the completion of a business combination with certain specified targets. Any related expenses or out-of-pocket costs are borne solely by the third party. We do not intend to enter into a business combination with the targets specified in the agreement and, as a result, no fees are anticipated to be due under this agreement.

Deferred Legal Fees

We engaged a legal counsel firm for legal advisory services, and the firm agreed to defer their fees in excess of $250,000 (“Deferred Legal Fees”). The deferred fee will become payable in the event that we complete an Initial Business Combination. As of December 31, 2022 and 2021, we recorded approximately $1.1 million and $605,000 in deferred legal fees, respectively.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Investments held in Trust Account

Our 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 our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our 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 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 statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Northern Revival Ordinary Shares Subject to Possible Redemption

We account for our Northern Revival Ordinary Shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity (“ASC 480”).” Northern Revival Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Northern Revival Ordinary Shares (including Northern Revival 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 our control) are classified as temporary equity. At all other times, Northern Revival Ordinary Shares are classified as shareholders’ equity. Our Northern Revival Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 24,150,000 Northern Revival Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of our balance sheets.

Northern Revival recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Northern Revival 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

122

redemption date for the security. Immediately upon the closing of the Northern Revival IPO, we recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable Northern Revival Ordinary Shares resulted in charges against additional paid-in capital and accumulated deficit.

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our 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.

The warrants issued in connection with the Northern Revival IPO (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, we recognize 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 our statement of operations. The fair value of the Public Warrants issued in connection with the Northern Revival IPO 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 was initially and subsequently measured at fair value using a Black-Scholes Merton (BSM) model through September 30, 2022. As of December 31, 2022, Northern Revival 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.

Forward Purchase Agreement Derivative Liability

On March16, 2023, Northern Revival entered into a Forward Purchase Agreement. Northern Revival 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 Northern Revival 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 Northern Revival. At June30, 2023, the value of the forward purchase derivative liability was $196,766.

Offering Costs Associated with the Northern Revival IPO

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Northern Revival IPO that were directly related to the Northern Revival IPO. Offering costs are allocated to the separable financial instruments issued in the Northern Revival IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Northern Revival Ordinary Shares were charged to the carrying value of the Northern Revival Ordinary Shares subject to possible redemption. We classify 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 (such deferred underwriting commissions have been waived by the underwriters).

Net Income Per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Northern Revival Ordinary Shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income does not consider the effect of the warrants underlying the Northern Revival Units sold in the Northern Revival IPO and the private placement warrants to purchase an aggregate of 11,775,540shares of Northern Revival Ordinary Shares in the calculation of diluted income per share, because

123

exercise is contingent upon future events. For the year ended December 31, 2021 the number of weighted average Class B ordinary shares for calculating basic net income 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. Since the contingency was satisfied, we 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 Northern Revival Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

We do not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on our financial statements.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2022 and 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Northern Revival IPO or until we are no longer an “emerging growth company,” whichever is earlier.

124

INFORMATION ABOUT BRAIIN

Braiin has entered into Share Sale Agreements with each of PowerTec and Vega, pursuant to which Braiin will acquire all of the outstanding equity interests of each of PowerTec and Vega (such acquisitions, the “PowerTec Acquisition” and the “Vega Acquisition,” respectively). The PowerTec Acquisition and the Vega Acquisition are conditioned upon the consummation of the Business Combination. Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to Braiin and its subsidiaries and the information in this section is presented assuming the successful consummation of the PowerTec Acquisition and the Vega Acquisition.

Overview

We are a pioneering technology company specializing in cutting-edge solutions across diverse domains. We currently operate through our wholly owned subsidiary, Raptor300, Inc. (“Raptor”) and, following the consummation of the Business Combination, will also operate through PowerTec and Vega, which will also be our wholly-owned subsidiaries. Our expertise spans artificial intelligence and machine learning (“AI/ML”), robotics, internet of things (“IoT”), and mission-critical enterprise software and hardware applications. We believe that we have a 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 as a service (“CSaaX”) and more. We are actively expanding our market reach from business enterprises and governments to end-consumers. Further, we also plan to diversify from our current focus on western developed markets to tap into large opportunities across high-potential emerging markets, more particularly in Southeast Asia.

Diverse Range of Services and Products

Our proprietary technology is currently being used in various sectors, including agriculture, telecommunications, finance, and insurance. We believe that our technology has the potential to span a variety of industries and sectors to increase efficiency and provide user-friendly solutions for our customers.

Agricultural Sector

One of our flagship offerings is our Autonomous Aerial Robots, equipped with advanced sensors, cameras, and AI/ML capabilities. These robots have the potential to revolutionize agriculture by providing real-time insights into crop health, soil conditions, and other variables, which assists with optimizing farming practices, reducing resource wastage, and maximizing yields. Braiin was the first company in the world to be certified by a country to operate fully Autonomous Aerial Robots for crop spraying.

In the agriculture sector, our Autonomous Aerial Robots collect data on crop health and soil conditions, enabling farmers to make data-driven decisions. The maps captured from Braiin’s Autonomous Aerial Robots are used for analysis and monitoring of crop harvests. The Autonomous Aerial Robots can produce both two-dimensional and three-dimensional maps using data from hyper spectral, multispectral light detecting and ranging or thermal sensors. By employing AI/ML algorithms, these robots offer actionable recommendations for irrigation, fertilization, and pest management, with the goal of providing increased productivity and reduced environmental impact.

The Autonomous Aerial Robots are capable of scanning an entire plantation for plant health, seven to ten days before human eyes can identify any hydration, insect or herbicide issues. This information can be used to determine how to reallocate plant treatment and when to pick crops, which subsequently increases yields.

The data collected from our Autonomous Aerial Robots can also be used to pre-plan estate development. The Autonomous Aerial Robots can scan drainage elevation across a plantation, which can then be used to optimize irrigation, drainage and determine whether any topography changes are needed and determine where to put the next field.

125

Plant and Land Health Scanning Map

Our Autonomous Aerial Drones are used for more than just collecting data. We also provide customized Autonomous Aerial Drones for crop spraying that can cover 2-3 hectares per hour and carry 15 kilograms of chemicals. The Autonomous Aerial Drones have the capability to spray crops based on some or all insights provided in our ERP (described further below). By utilizing the Autonomous Aerial Drones, crops can be sprayed at up to 15 times the speed of humans while using less chemicals, which has the potential to save both time and money. We believe that using the Autonomous Aerial Drone for spraying is also safer than using human labor to spray crops and limits pesticide exposure risk to humans.

Autonomous Aerial Drones Spraying Crops

While we recognize the potential of AI/ML across the various sectors in which we operate, we also acknowledge the need for a balanced approach to address our customers’ diverse needs and requirements. For example, we offer a comprehensive Enterprise Resource Planning (“ERP”) platform that offers quality control services, production and post-production planning services, and inventory, sales and analytic services that is currently tailored for the agriculture sector, but has the potential to be expanded for use across other industries. By integrating processes such as inventory management, sales, and financial reporting, we believe our ERP platform enables farmers and agribusinesses to manage their farming operations, supply chains, and financial transactions efficiently in a single platform, thereby enhancing productivity, reducing errors, and improving decision-making capabilities.

The single-user friendly dashboard can enable a user to easily make decisions based on our technology’s actionable insights. For example, our Autonomous Aerial Drones may alert one of our users of a specific weather pattern resulting in abnormally high rainfall amounts, resulting in a certain portion of the user’s farm receiving more

126

water than is typical. This insight could be displayed on the ERP platform, allowing the user to make adjustments to react to the data, such as adjustments to reduce the amount of water being used in irrigation. These types of insights help farmers identify and act on decisions, increasing productivity and reducing negative environmental impacts through lowering pesticide or water usage, for example. Each Autonomous Aerial Drone incorporates AI/ML by running continually and adding to the dataset available to our users and further improving the quality of the actionable intelligence and reporting.

Examples of the ERP platform home page

Telecommunications Sector

With the remoteness of most agricultural and mining locations, providing reliable wireless connectively solutions increases functionality. In the telecommunications sector, we believe our expertise in IoT and communications technologies positions us to capitalize on the increasing adoption of connected devices and wireless communications. Our IoT division offers a wide range of IoT solutions, radiofrequency (“RF”) devices, wireless communications, and solar solutions.

Our IoT solutions empower businesses to make informed decisions and optimize their operations by providing seamless connectivity, reliable data transmission, and efficient energy utilization. These offerings include smart sensors that monitor climate conditions, greenhouse automation, crop management, precision farming and end-to end farm management systems. While these technologies are currently focused primarily on the agricultural sector, their applications can be translated to other industries, including agriculture, manufacturing, logistics, and public safety.

127

Furthermore, our solar solutions complement our IoT and communications offerings by providing efficient and sustainable energy sources. Solar panels, energy storage systems, and related technologies allow organizations to harness renewable energy and reduce their energy costs. By integrating solar solutions with IoT and communications infrastructure, we are working to enable businesses to create smart and energy-efficient environments.

Solar Powered Tide Prediction Device

We continue to grow our telecommunications sector by focusing on research and development into new industries, like the mining industry, where our actionable insights could benefit the industry, as well as identifying geographical areas that face challenges with wireless connectivity and data communications. Our telecommunications team is also currently developing an “Uber-like” mobile application for Drones as a Service whereby farmers can request aerial data and spraying services through their mobile phones.

Finance and Insurance Sectors

In the finance and insurance sectors, our advanced technologies offer opportunities for increased efficiency, transparency, and risk management. Our software solutions, including our ERP platform, provide services to technology companies, creating software applications that are tailored to our client’s needs. We currently provide services to over 18 different technology companies with our customized software applications. Our software team currently has a significant number of staff specialized in artificial intelligence and coding languages. Our technology is currently being used by customers to manage human resources, procurement and sales of products across our industries.

An example of our technology being used to manage finances.

We plan to continue to develop our technology in these areas to pursue user-friendly and efficient and solutions for our customers’ needs.

128

Customer Experience and Employee Experience Sector

In the customer experience and employee experience as a service sector (“CXaaS”), we focus on integrating cloud customer relationship management and cloud workforce management applications with cloud contact centers to create a unified customer engagement management could service that is easy to use and administer. This integration also enables collection of customer interaction and agent experience data across the automatic call distribution, interactive voice response, customer relationship management, workforce management and other contact center applications to create end-to-end customer engagement records and agent experiences resulting in business outcomes. This data is then analyzed to gain meaningful insights to produce better business outcomes. Such insights are then incorporated into predictive analytical models to recommend next best actions to agents and supervisors that can directly lead to improved customer experiences and better business outcomes.

With over 31 unique market spaces, 280+ cumulative market leaders, 30,000 vendors and 20,000 plugins, the CXaaS landscape is fragmented. The CXaaS platform solves this maze by taking a unique approach both for the internal and external customers, including:

•CX Design & Consulting — A consultation with customers to determine what customers and employees want, and identify the right people, process and technology required to design connected journeys.

•CX Products & Platforms — A comprehensive suite of products and platforms delivers a highly connected experience in a simple, agile and cost-effective way.

•CX Services & Digital — A flexible and tailored services to orchestrate and streamline CX operations across applications, infrastructure and network domains, with a digital-first /micro-services wrapper.

•CX Cloud — A simplification and de-risk cloud adoption with pre-built integrations to critical contact centers and CX solutions without compromising on performance & control.

•Analytics, Automation & AI — A leverage of the power of analytics, artificial intelligence & automation to take the fastest path to enhance CX and EX across channels in real-time.

Industry Overview and Market Opportunity

We believe that we operate at the forefront of technology, targeting a range of industries, including agriculture, finance, insurance, and telecommunications among others. With our innovative solutions and commitment to excellence, we believe that we are poised to seize market opportunities and establish ourselves as leaders in the technology industry.

Drone services market size by industry ($ billions)

129

Agricultural Sector

The agriculture sector represents the largest market opportunity for Braiin. As the global population is expected to reach 9.7 billion by 2050, there is mounting pressure to increase food production while minimizing environmental impact. We expect that the integration of agricultural technology solutions that integrate IoT and aerial robotics, among other technologies, will play a crucial role in addressing these challenges. According to market research, the global AgTech market is expected to reach $22.5 billion by 2025, growing at a CAGR of 14.1% from 2020 to 2025.

The total addressable market for AgTech solutions like IoT and aerial robotics in crop spraying is substantial. According to market research, the global smart agriculture market size is projected to reach $15.3 billion by 2025, with a CAGR of 9.8% during the forecast period. This growth is primarily driven by the increasing adoption of precision farming techniques and the need for sustainable agricultural practices.

Within the smart agriculture market, the IoT segment is expected to experience significant growth. The integration of IoT devices in agriculture enables farmers to monitor and control various aspects of their operations remotely. IoT sensors can collect data on soil moisture, temperature, humidity, and other environmental factors, providing farmers with valuable insights for informed decision-making. The global market for IoT in agriculture is estimated to reach $10.53 billion by 2025, with a CAGR of 14.7% during the forecast period.

In addition to IoT, aerial robotics for crop spraying also has a substantial global market. While traditional crop spraying methods often involve the indiscriminate use of chemicals, resulting in wastage and potential harm to the environment, our Autonomous Aerial Robots have the potential to revolutionize crop spraying processes. These Autonomous Aerial Robots can precisely apply pesticides and fertilizers, minimizing chemical wastage and reducing the environmental impact. This technology not only enhances the effectiveness of crop protection but also promotes sustainable farming practices. The market for agricultural drones, which includes aerial robots used for crop spraying, is projected to reach $4.8 billion by 2025, with a CAGR of 19.8% from 2020 to 2025.

Telecommunications Sector

In the telecommunications sector, our expertise in IoT and communications technologies position us to capitalize on the increasing adoption of connected devices and wireless communications. The global IoT market is projected to reach $1.5 trillion by 2027, with a CAGR of 10.4% from 2020 to 2027. Our IoT division offers a wide range of IoT solutions, RF devices, wireless communications, and solar solutions in a variety of industries, including smart cities, healthcare, logistics, and manufacturing.

Finance and Insurance Sectors

In the finance and insurance sectors, our advanced technologies offer opportunities for increased efficiency, transparency, and risk management. Our software solutions, including our ERP platforms, enable seamless integration and automation of financial processes. These solutions enhance transparency, traceability, and efficiency in financial transactions, reducing costs and mitigating risks for financial institutions. By streamlining operations and ensuring data integrity, our solutions have the potential to empower organizations to deliver superior customer experiences while meeting regulatory requirements.

Customer Experience as a Service Sector

System integration as a cloud service is a relatively new market opportunity to combine professional services based software development with cloud based service delivery as well as provide unified user and application management and business insights as high-margin value added services. While system integration as a cloud service is generic and applicable to multiple business processes, it is particularly attractive in the customer engagement and agent experience management market where customer relationship management and contact center solutions are provided by different software as a service vendors thus necessitating integration and customization of these applications to suit the business needs of the enterprise.

130

With our acquisition of Exato, we have been able to increase our services in the Customer Experience and Employee Experience as a Service sector, our technologies position us to offer contact center management by building a consulting-led framework, which provides the customer detailed insight into their existing challenged and recommend solutions. With the growth trajectory in the similar space, we plan to expand into other related areas of marketing technology, automation and customer relationship management, which creates a significant opportunity to scale. The below tables depict the total addressable market for the customer experience space and way to expand further.

Environmental Impact

In recent years, there has been an increased focus on environmental consciousness. Our AgTech Solutions not only aim to address the technological needs of the agricultural industry but also align with broader trends such as sustainability, traceability, and transparency. With the integration of blockchain technology, we believe we can enhance the traceability of agricultural products, providing consumers with reliable information about the origin, quality, and production practices of the food they consume. This level of transparency can build trust between consumers and producers, facilitating fair trade and sustainable agricultural practices.

Our products support precision farming by integrating technology to ensure that crops and soil receive exactly what they need for optimum health and productivity. This also ensures profitability, sustainability and protection of the environment. Precision farming practices consider aspects such as soil type, terrain, weather, plant growth and yield data when managing crops. One of the biggest challenges to precision farming is managing the large amounts of data.

Our ERP platforms are currently tailored for the agriculture sector to enable efficient management of farming operations, supply chains, and financial transactions. For example, sensor data and imaging input can be integrated with other data to provide farmers with the ability to identify fields that require treatment and determine the optimum amount of water, fertilizers and pesticides to apply. This helps the farmer avoid wasting resources and prevent run-off, ensuring that the soil has just the right number of additives for optimum health while also reducing costs and controlling the farm’s environmental impact. These integrated software solutions improve the overall productivity and profitability of agricultural businesses, making them an attractive proposition for farmers and agribusinesses worldwide.

We believe that we are well-positioned to capitalize on the growing demand for innovative AgTech solutions in agriculture and the other sectors in which we operates Our utilization of advanced technologies such as Autonomous Aerial Robots, AI/ML, IoT, Blockchain, and ERP enables us to provide comprehensive solutions that drive productivity, sustainability, and transparency in the agriculture industry. With a substantial total addressable market and its competitive strengths, we have the potential to emerge as a leader in the technology industry by revolutionizing agriculture and other key sectors.

131

Competition

As a general technology company, we face significant competition. The AgTech industry, like other technology-based industries, is characterized by rapid technological advancement and significant competition. These industries dedicate significant resources to developing novel and proprietary agricultural technology products and services. As our products and technology continue to expand, we will be subject to competition in a number of industries, including the AgTech space. We anticipate that we will face intense and increasing competition from many different sources, including both new and established AgTech companies entering into the product types and segments in which we currently operate.

Competitive Strengths

We believe that we have five main competitive strengths that set us apart from the current market:

•Technological Integration:Our integration of advanced technologies from Raptor, PowerTec and Vega, including our Autonomous Aerial Robots, AI/ML, IoT, and ERP, allows us to deliver end-to-end solutions that cater to diverse industry needs.

•Proven Track Record:We have a successful history of conducting trials and forming partnerships with industry leaders, demonstrating our capability to execute projects and deliver positive outcomes.

•Intellectual Property:We hold essential patents and regulatory certifications, providing a barrier to entry for potential competitors and enhancing our credibility as an industry leader.

•Experienced Leadership:Our management team is comprised of experienced professionals with deep expertise in technology, data science, and investment in emerging markets.

•Collaborative Culture:Our multidisciplinary team fosters a culture of collaboration, creativity, and continuous improvement, allowing us to develop innovative solutions for complex challenges.

Growth Strategy

Our growth strategy encompasses:

•Continuous Innovation:We invest in research and development in key areas such as IoT, wireless communication, robotics, and software to remain at the forefront of technological advancements.

•Geographical Expansion:We are expanding into new sectors, countries, and markets, with a focus on emerging markets like India and Sri Lanka.

•Cross-Selling:We leverage synergies between divisions to offer comprehensive and integrated solutions to our clients.

•Targeted Sales Approach:We identify potential customers’ pain points and challenges and develop tailored solutions to meet their specific needs.

•Strategic Acquisitions and Investments:We seek partnerships and collaborations with complementary technology companies to access new markets, expand our customer base, and enhance our capabilities.

With these strategies, we aim to strengthen its market presence, capture new opportunities, and deliver sustainable growth in the technology industry. We remain committed to delivering value to clients and shareholders while driving innovation and achieving long-term success.

132

Intellectual Property

Overview

We own certain intellectual property rights that we use in connection with our business.

OWNER OF INTELLECTUAL PROPERTY	JURISDICTION	SERIAL AND APPLICATION NUMBER/TITLE	STATUS	EXPIRATION DATE
Raptor 300	USA	•Unmanned Aerial System Autonomous Tank Refilling •Application #63/478,715	Pending	—
Raptor 300	USA	•Unmanned Aerial System Vectorized Spraying System •Application #63/478,918	Pending	—
Braiin	India	•Customer experience personalization management platform •Application #201717018416	Pending	—
Braiin	Thailand	•Customer experience personalization management platform •Application #1701002302	Pending	—
Braiin	Australia	•Semi-supervised question answering machine •Application #2018223010	Granted January9, 2020	August31, 2024
Braiin	USA	•Semi-supervised question answering machine •Application #16/119,400	Granted May12, 2020	November12, 2023

Government Regulation

Overview

Our business is subject to various laws and regulations in the countries in which we operate. Laws and regulations relating to drone activity and our Autonomous Aerial Robots are rapidly developing. In addition, our telecommunications and technology products, including the ERP platform, are subject to data privacy regulations and laws. We continually assess our compliance status and management of our products and services to ensure our operations are in compliance with all applicable laws and regulations. These regulations and laws could cover taxation, aviation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic device certification, electronic waste, energy consumption, environmental regulation, electronic contracts and other communications, competition, consumer protection, web services, the provision of online payment services, information reporting requirements, unencumbered Internet access to our services, the design and operation of websites, the characteristics and quality of products and services, and the commercial operation of our Autonomous Aerial Robots. In addition, jurisdictions may regulate consumer-to-consumer online businesses, including certain aspects of our proposed technology programs.

Environmental

We are subject to various federal, state, local and non-U.S. laws and regulations relating to environmental protection, including the discharge, treatment, storage, disposal and remediation of hazardous substances and wastes. We could also be affected by future laws and regulations relating to climate change, including laws related to greenhouse gas emissions, chemical use, and regulating energy efficiency. These laws and regulations could lead to increased environmental compliance expenditures, increased energy and raw materials costs and new and/or additional investment in designs and technologies. We continually assess our compliance status and management

133

of environmental matters to ensure our operations are in compliance with all applicable environmental laws and regulations. Investigation, remediation and operation and maintenance costs associated with environmental compliance and management of sites are a normal, recurring part of our operations. While environmental protection regulations have not had a significant adverse effect on our overall operations, it is possible that costs incurred to ensure continued environmental compliance in the future could have a material impact on our results of operations, financial condition or cash flows if additional work requirements or more stringent clean-up standards are imposed by regulators, new areas of soil, air and groundwater contamination are discovered and/or expansion of work scope are prompted as a result of investigations.

Manufacturing

We assemble our Autonomous Aerial Robots at our facilities or, in certain cases, purchase off-the-shelf drones, that we optimize for our customers’ purposes. All parts of our Autonomous Aerial Robots are manufactured by third parties.

Employees and Human Capital

As of September15, 2023, we had 260 employees. Our relationship with our employees is strong, and we recognize the importance of growing our team as we develop and expand our operations. Our human capital objectives include identifying, recruiting, retaining, incentivizing, and integrating both our existing and additional employees to drive our company’s success.

Facilities

Our corporate headquarters are located in Subiaco, Western Australia. We believe that our existing facilities are adequate for our near-term needs but expect to need additional space as we grow. We believe that suitable additional or alternative space would be available as required in the future on commercially reasonable terms.

Legal Proceedings

Although we may be subject to litigation in the ordinary course, we are not currently a party to any material legal proceedings.

134

EXECUTIVE COMPENSATION OF BRAIIN

Executive Compensation

For the fiscal year ended June 30, 2023, Braiin’s Chief Financial Officer, Jay Stephenson, received AUD $7,500 per month. Braiin did not pay any compensation or make any equity awards to any other executive officers.

Following the Closing, PubCo intends to adopt an executive compensation program designed to align compensation with PubCo’s business objectives and the creation of shareholder value, while enabling PubCo to attract, motivate, and retain individuals who contribute to the long-term success of PubCo. This program will be administered by the compensation committee of the PubCo Board.

At the Closing, PubCo will enter into employment agreements with Mr. Balasubramanian and Mr. McVean on market-based terms consistent with executive arrangements of similar situated companies. The material terms of these employment agreements are presented in “Management of PubCo Following the Business Combination — Executive Compensation Arrangements.”

Equity Incentive Plan

In connection with the Business Combination, Northern Revival intends to adopt the Incentive Plan, subject to the approval of the Northern Revival shareholders. If adopted and approved, the Incentive Plan will be effective upon the Closing. The Incentive Plan Proposal is described in more detail herein under the heading “The Incentive Plan Proposal.”

Director Compensation

For the fiscal year ended June 30, 2023, Braiin did not pay any compensation or make any equity awards to any directors. For this reason, Braiin has omitted the 2023 Director Compensation Table and the corresponding narrative disclosure.

PubCo Director Compensation

Following the Closing, PubCo intends to develop a non-employee director compensation program that is designed to align compensation with PubCo’s business objectives, while enabling PubCo to attract and retain individuals to serve on the PubCo Board who will contribute to its long-term success.

135

BRAIIN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled “Summary Financial Information of Braiin,” and Braiin’s consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this prospectus. Actual results could differ materially from those contained in any forward-looking statements. In this section, “we,” “us” and “our” refer to Braiin.

On July 28, 2023, PubCo was incorporated under the laws of the Cayman Islands to become the holding company for Braiin and its subsidiaries. PubCo has engaged solely in operations and activities incidental to its formation and the Proposed Transactions. Accordingly, the financial information for PubCo and a discussion and analysis of its results of operations and financial condition for the period of its operations would not be meaningful and are not presented. Following the Proposed Transactions, the historical consolidated financial statements of PubCo will include the historical consolidated financial results of Braiin and its consolidated subsidiaries for all periods presented.

Prior to Braiin’s formation in July 2022, the principal activities of Braiin were carried out by Raptor 300, In July 2023, Raptor 300 transferred all of its operations and substantially all of its net assets to Braiin, (collectively, the “Reorganization”). See note 3 to Braiin’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus for more information.

Braiin has also entered into Share Sale Agreements with each of PowerTec and Vega, pursuant to which Braiin will acquire all of the outstanding equity interests of each of PowerTec and Vega (such acquisitions, the “PowerTec Acquisition” and the “Vega Acquisition,” respectively). The PowerTec Acquisition and the Vega Acquisition are conditioned upon the consummation of the Business Combination.

Overview

We are a pioneering technology company specializing in cutting-edge solutions across diverse domains. We currently operate through our wholly owned subsidiary, Raptor and, following the consummation of the Business Combination, will also operate through PowerTec and Vega, which will also be our wholly-owned subsidiaries. Our expertise spans artificial intelligence and machine learning (“AI/ML”), robotics, internet of things (“IoT”), and mission-critical enterprise software and hardware applications. We believe that we have a 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, and more. We are actively expanding our market reach from business enterprises and governments to end-consumers. Further, we also plan to diversify from our current focus on western developed markets to tap into large opportunities across high-potential emerging markets, more particularly in Southeast Asia

Braiin’s Business Model

We believe that we operate at the forefront of technology, targeting a range of industries, including agriculture, finance, insurance, and telecommunications among others. With our innovative solutions and commitment to excellence, we believe that we are poised to seize market opportunities and establish ourselves as leaders in the technology industry.

Our growth strategy encompasses:

•Continuous Innovation:    We invest in research and development in key areas such as IoT, wireless communication, robotics, and software to remain at the forefront of technological advancements.

•Geographical Expansion:    We are expanding into new sectors, countries, and markets, with a focus on emerging markets like India and Sri Lanka.

•Cross-Selling:    We leverage synergies between divisions to offer comprehensive and integrated solutions to our clients.

136

•Targeted Sales Approach:    We identify potential customers’ pain points and challenges and develop tailored solutions to meet their specific needs.

•Strategic Acquisitions and Investments:    We seek partnerships and collaborations with complementary technology companies to access new markets, expand our customer base, and enhance our capabilities.

With these strategies, we aim to strengthen its market presence, capture new opportunities, and deliver sustainable growth in the technology industry. We remain committed to delivering value to clients and shareholders while driving innovation and achieving long-term success.

The Business Combination

On March 20, 2023, we entered into the Business Combination Agreement with Northern Revival, and Northern Revival Sponsor LLC (Sponsor). Pursuant to the terms, and subject to the conditions, contained in the Business Combination Agreement, the Parties to the Business Combination Agreement will affect the following transactions:

1.At the Closing, PubCo shall repurchase all of the Northern Revival’s Private Placement Warrants held by the Sponsor for an amount equal to $2.5 million.

2.Prior to the Effective Time, all Company Convertible Securities outstanding shall be converted into Company Shares in accordance with the agreements governing such Company Convertible Securities.

3.Immediately prior to the Effective Time, the Sponsor shall surrender 1,500,000 Acquiror Class B Ordinary Shares.

4.Northern Revival will purchase from the Braiin shareholders, all of the issued and outstanding shares and any other equity interests in or of Braiin in exchange for newly issued PubCo Ordinary Shares, as a result of which:

a.each issued and outstanding Class A ordinary share of Northern Revival immediately prior to the effective time of the Initial Merger shall be converted automatically into the right of the holder thereof to receive one (1) ordinary share of PubCo, following which the Class A ordinary shares shall cease to be outstanding and shall automatically be cancelled; and

b.prior to the Effective Time, any remaining Acquiror Class B Ordinary Shares that are issued and outstanding as of such time shall automatically convert in accordance with the terms of the Acquiror Organizational Documents into one (1) Acquiror Class A Ordinary Share

On the first business day following the effective time of the Initial Merger, PubCo will acquire all of the Company Shares in consideration for the issuance of PubCo ordinary shares to the Company shareholders (the “PubCo Ordinary Shares”) on a pro rata basis (the “Share Acquisition”, and together with the Business Combination and the other transactions contemplated by the Business Combination Agreement, the “Proposed Transactions”)

The Business Combination is expected to have a significant impact on our future capital structure and operating results. The most significant changes in our future reported financial positions are expected to be an estimated net increase in cash (as compared to our consolidated balance sheet at December31, 2022) of between approximately $69.1 million, assuming maximum shareholder redemptions permitted under the Business Combination Agreement, and $289.7 million, assuming no shareholder redemption net of $15.2million in transaction costs for the Business Combination, of which approximately $__ million represents legal fees related to Northern Revival’s initial public offering. See “Unaudited Pro Forma Combined Financial Information.”

As a result of the Business Combination, we expect to become a U.S. public company listed on the Nasdaq, which will require us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources.

137

Key Factors Affecting Our Performance

Competition

As a general technology company, we face significant competition. The AgTech industry, like other technology-based industries, is characterized by rapid technological advancement and significant competition. These industries dedicate significant resources to developing novel and proprietary agricultural technology products and services. As our products and technology continue to expand, we will be subject to competition in a number of industries, including the AgTech space. We anticipate that we will face intense and increasing competition from many different sources, including both new and established AgTech companies entering into the product types and segments in which we currently operate.

Competitive Strengths

We believe that we have five main competitive strengths that set us apart from the current market:

•Technological Integration:    Our integration of advanced technologies from Raptor, PowerTec and Vega, including our Autonomous Aerial Robots, AI/ML, IoT, and ERP, allows us to deliver end-to-end solutions that cater to diverse industry needs.

•Proven Track Record:    We have a successful history of conducting trials and forming partnerships with industry leaders, demonstrating our capability to execute projects and deliver positive outcomes.

•Intellectual Property:    We hold essential patents and regulatory certifications, providing a barrier to entry for potential competitors and enhancing our credibility as an industry leader.

•Leadership:    Our management team is comprised of experienced professionals with deep expertise in technology, data science, and investment in emerging markets.

•Collaborative Culture:    Our multidisciplinary team fosters a culture of collaboration, creativity, and continuous improvement, allowing us to develop innovative solutions for complex challenges.

Regulatory Landscape

Our business is subject to various laws and regulations in the countries in which we operate. Laws and regulations relating to drone activity and our Autonomous Aerial Robots are rapidly developing. In addition, our telecommunications and technology products, including the ERP platform, are subject to data privacy regulations and laws. We continually assess our compliance status and management of our products and services to ensure our operations are in compliance with all applicable laws and regulations. These regulations and laws could cover taxation, aviation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic device certification, electronic waste, energy consumption, environmental regulation, electronic contracts and other communications, competition, consumer protection, web services, the provision of online payment services, information reporting requirements, unencumbered Internet access to our services, the design and operation of websites, the characteristics and quality of products and services, and the commercial operation of our Autonomous Aerial Robots. In addition, jurisdictions may regulate consumer-to-consumer online businesses, including certain aspects of our proposed technology programs.

Environmental

We are subject to various federal, state, local and non-U.S. laws and regulations relating to environmental protection, including the discharge, treatment, storage, disposal and remediation of hazardous substances and wastes. We could also be affected by future laws and regulations relating to climate change, including laws related to greenhouse gas emissions, chemical use, and regulating energy efficiency. These laws and regulations could lead to increased environmental compliance expenditures, increased energy and raw materials costs and new and/or additional investment in designs and technologies. We continually assess our compliance status and management of environmental matters to ensure our operations are in compliance with all applicable environmental laws and regulations. Investigation, remediation and operation and maintenance costs associated with environmental compliance and management of sites are a normal, recurring part of our operations. While environmental protection

138

regulations have not had a significant adverse effect on our overall operations, it is possible that costs incurred to ensure continued environmental compliance in the future could have a material impact on our results of operations, financial condition or cash flows if additional work requirements or more stringent clean-up standards are imposed by regulators, new areas of soil, air and groundwater contamination are discovered and/or expansion of work scope are prompted as a result of investigations.

Components of Results of Operations

The following briefly describes the components of revenue and expenses as presented in our consolidated statements of operations.

It is noted that on 27 July 2022, Braiin Limited acquired Raptor300 Inc. and its controlled entities. The acquisition was treated as a reverse acquisition of Braiin Limited by Raptor300 Inc. The consolidated statement of profit and other comprehensive income for the period from 1 July to 31 December 2021 represents the results of Raptor300 and its controlled entities only. Those for December 2022 reflect Raptor300 Inc. and its controlled entities only for the period from 1 July 2022 to 26 July 2022, and the consolidated results of Raptor300 Inc. and its controlled entities and Braiin Limited for the period from 27 July 2022 to 31 December 2022.

Revenue

We offer a unique drone-as-a-service solution to our customers, which involves a subscription-based model, requiring no upfront capital expenditure (CAPEX) or ongoing operational expenses (OPEX) to our customers. Our commitment to delivering cutting-edge technology has been validated through extensive trials across vast expanses of farmland. These trials have yielded promising results, leading to the signing of five-year contracts worth $19.06 million.

In addition to our existing contracts, we have also entered into Memorandums of Understanding (MOUs) amounting to approximately $100 million. The primary impetus for our decision to go public is to swiftly execute and fulfill our current contractual obligations, capitalizing on our status as first movers in this dynamic industry.

Our vision is to lead the way in transforming the landscape of drone services, and we are excited to embark on this journey with the support of our valued stakeholders.

Cost of Sales

Our Cost of Sales will predominantly encompass expenses related to drone components and parts, such as batteries, raw materials, direct labor costs, warranty expenses, and the operational costs associated with our assembly facilities, which includes equipment depreciation and amortization. Anticipating our expansion, we project an absolute increase in our Cost of Goods Sold to accommodate our growth.

Nevertheless, as we continue to scale our business, we foresee a positive shift. Over time, we expect our Cost of Goods Sold to decrease as a percentage of revenue. This decline is a direct outcome of our efforts to optimize operations, enhance efficiency, and leverage economies of scale. Such measures will contribute to a more favorable cost structure as we progress in our mission.

Operating Expenses

Administrative Expenses

Administrative expenses consist of the costs associated with managing the operation of the Company during the period leading to completion of the Business Combination. We expect administrative expenses to increase as our overall activity levels increase due to the completion of the Business Combination and the growth in operating revenue.

Professional and legal fees

Professional and legal fees expenses consist of the costs associated with the Business Combination Agreement and associated activity.

139

Depreciation and amortization

Depreciation and amortizations are a result of the depreciation of drones over a two year period and the lease associated with a premises leased in Sri Lanka.

Other expenses

Other expenses consist of the costs associated with staffing of Sri Lankan and Australian employees.

Total Finance Costs

Interest

Finance costs consist primarily of accrued interest in relation to the Convertible Notes held by the Company.

Results of Operations

Comparison of the six months ended December 31, 2022 and 2021

The following table summarizes our historical results of operations for the periods indicated.

	2022		2021		% Change
Income	—		—		—
Expenses
Administration	15,604		—		—
Audit fees	76,567		—		—
Professional and legal fees	100,348		—		—
Depreciation and amortization	21,493		753		2,754
Interest expense	2,340		367		538
Fair value movement on financial instrument derivatives	(9,871	)	—		—
Other expenses	6,305		—		—
Total expenses	212,649		1,120		18,870
Loss before income tax expense	(212,649	)	(1,120	)	18,870
Income tax (benefit)/expense	—		—		—
Loss after tax from continuing operations	(212,649	)	(1,120	)	18,870
Items that may be classified subsequently to profit and loss
Foreign currency translation	(6,355	)	1,132		661
Other comprehensive loss	(6,355	)	1,132		661
Total comprehensive loss for the year	(219,004	)	12		182,513,3	%

Variance Analysis

It is noted that all activity for the six months ended December31, 2022 is primarily due to costs associated with the Business Combination.

Other items that had variances are detailed below:

Finance Costs — Interest Expense

Finance costs increased by $1,973, or 538%, from $367 during the six months ended December 31, 2021 to $2,340 in the six months ended December 31, 2022. This increase was primarily due to the increase in Convertible Note interest.

140

Depreciation and amortization

Depreciation and amortization increased by $20,470, or 2,754%, from $753 during the six months ended December 31, 2012 to $21,493 in the six months ended December 31, 2022. This increase was primarily due to the change in the consolidation of Raptor300 into the Braiin accounts.

Other expenses

Other expenses increased by $6,305 from Nil during the six months ended December 31, 2021 to $6,305 in the six months ended December 31, 2022. This increase was primarily due to the start of activity in relation to the Australian operations.

Comparison of years ended June 30, 2022 and 2021

The following table summarizes our historical results of operations for the periods indicated.

	2022		2021		% Change
Income	—		—		—
Expenses
Administration	14,845		—		—
Professional and legal fees	67,355		—		—
Depreciation and amortization	8,919		1,917		365
Interest expense	694		1,382		(50	)
Loss on foreign currency exchange	7,832		—		—
Other expenses	2,126		—		—
Total expenses	101,771		3,299		2,985
Loss before income tax expense	(101,771	)	(3,299	)	2,985
Income tax (benefit)/expense	—		—		—
Loss after tax from continuing operations	(101,771	)	(3,299	)	2,985
Items that may be classified subsequently to profit and loss
Foreign currency translation	(829	)	1,059		(178	)
Other comprehensive loss	(829	)	1,059		(178	)
Total comprehensive loss for the year	(102,599	)	(2,240	)	4,480

Administrative Expenses

Administrative expenses increased by $14,845 from Nil during the year ended June 30, 2021 to $14,845 during the year ended June 30, 2022. This increase was primarily due to an increase the beginning of activity in Sri Lanka and Australia.

Professional and Legal Fees

Professional and legal fees increased by $67,355 from Nil during the year ended June 30, 2021 to $67,355 during the year ended June 30, 2022. This increase was primarily due to an increase in the beginning of activity in Sri Lanka and Australia and starting the process of getting Braiin ready for an acquisition or public offering.

Depreciation and amortization

Depreciation and amortization increased by $7,002, or 365%, from $1,917 thousand during the year ended June 30, 2021 to $8,919 thousand during the year ended June 30, 2022. This increase was primarily due to an increase in the acquisition of drones for the beginning of operations in Sri Lanka and Australia.

141

Interest Expense

Interest decreased by $688, or (50)%, from $1,382 during the year ended June 30, 2021 to $694 during the year ended June 30, 2022. This decrease was primarily due to an increase in the amortization of right of use assets in Sri Lanka.

Loss on Foreign Currency Exchange

Loss on foreign currency exchange increased by $7,832 from Nil during the year ended June 30, 2021 to $7,832 during the year ended June 30, 2022. This increase was primarily due to fluctuations in US currency to Sri Lanka currency to Australian currency

Other expenses

Other expenses increased by $2,126 from Nil during the year ended June 30, 2021 to $2,126 during the year ended June 30, 2022. This increase was primarily due to an increase in the beginning of operations in Sri Lanka and Australia.

Liquidity and Capital Resources

We have incurred net losses since inception and to date have not generated any revenue from the operations of drones.

To date, we have funded our operations primarily through shareholder loans, and SAFE notes and Convertible Notes.

As of December 31, 2022, we had cash and cash equivalents of $680,387. For the years ended June 30, 2022 and 2021, Braiin incurred net losses of $102,866 and $2,240 respectively.

As of our latest assessment, our management anticipates that, from the Business Combination until we achieve the projected profitability in 2025, we will need an estimated amount of approximately $17 million (net of transaction costs). This funding will be instrumental in executing our comprehensive business plan, which encompasses several key components:

•Servicing of Contracts: We plan to facilitate the successful execution of contracts in Sri Lanka by acquiring and deploying advanced drone technology, which will be a cornerstone of our operations.

•Capital Expenditure: Purchase of drone components and parts, such as batteries, raw materials, warranty expenses

•Employment of the Required Labor Force: We intend to assemble a skilled and dedicated workforce, essential for the efficient and effective implementation of our business strategies.

•Hiring of the Required Administration and Finance Personnel: We will also allocate funds towards recruiting and retaining competent professionals in administration and finance, whose expertise will be pivotal in our journey toward profitability.

This capital allocation will enable us to navigate the path towards realizing our strategic objectives.

Our management believes that we will have sufficient funding for our current and long-term liquidity requirements to achieve our business plan.

Until we generate sufficient operating cash flow to cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future capital needs. If we raise funds by issuing equity securities, there may be dilution to our shareholders. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of ordinary shares. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of preferred and common

142

shareholders. The terms of debt securities or borrowings may impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.

Our principal uses of cash in recent periods have been funding activities and other personnel costs as well as costs associated with the Business Combination. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from our customers, the expansion of sales and marketing activities, the timing and extent of spending to support our development efforts. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing we may not be able to raise such financing on acceptable terms or at all. If we are unable to raise additional capital or generate cash flows necessary to continue our research and development and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. If adequate funds are not available, we may need to reconsider our expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.

Cash Flows

Cash flows for the interim period ending December 31 is as follows:

	2022		2021	% Change
Net cash used in operating activities	(116,372	)	—	—
Net cash used in investing activities	(83,525	)	—	—
Net cash generated by financing activities	312,831		150,037	109

Cash flows for the fiscal year ending June 30 is as follows:

	2022		2021		% Change
Net cash used in operating activities	(93,661	)	(1,228	)	(7,527	)
Net cash used in investing activities	(61,777	)	—		—
Net cash generated by financing activities	752,188		1,272		59,034	%

Net cash used in operating activities

Net cash used in operating activities increased by $116,372 from Nil for the six months ended December 31, 2021 to $116,372 for the six months ended December 31, 2022. This increase was primarily due to the increases in the beginning of operations and costs associated with the Business Combination. We expect to see an increase in our costs related to our headcount leading up to the commencement of our commercial operations and expect that cash used in operating activities will increase significantly before the business begins to generate cash inflows.

Net cash used in operating activities increased by 96,142, or (3,875)%, from net cash generated by operating activities of 2,481 for the year ended June 30, 2021 to $93,661 for the year ended June 30, 2021. This increase was primarily due to the increases in activity related to beginning operations in Sri Lanka and Australia and costs related to the Business Combination. We expect to see an increase in our costs related to our headcount leading up to the commencement of our commercial operations and expect that cash used in operating activities will increase significantly before the business begins to generate cash inflows.

Net cash used in from investing activities

Net cash used in investing activities increased by $83,525 from Nil for the six months ended December 31, 2021 to $83,525 for the six months ended December 31, 2022. This increase was primarily due to the increases in the development of software for the operations of the business.

143

Net cash used in investing activities increased by $61,777 from Nil for the year ended June 30, 2021 to $61,777 for the year ended June 30, 2022. This increase was primarily due to the increases in the purchase of Drones for Sri Lanka and Australia.

Net cash generated from financing activities

Net cash generated from financing activities increased by $161,680, or 109%, from $150,037 for the six months ended December 31, 2021 to $312,831 for the six months ended December 31, 2022. This increase was primarily due to the increases in investment into the Company through SAFE Note and Convertible Notes.

Net cash generated from financing activities increased by $749,751, or 30,765%, from 2,437 for the year ended June 30, 2021 to $752,188 for the year ended June 30, 2022. This increase was primarily due to increases in SAFE Notes.

Contractual Obligations and Commitments

Braiin has signed five-year contracts worth $19.06million with 9 big agricultural companies in Sri Lanka. We have successfully completed the mapping of all the designated areas and have recently commenced operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Significant Judgments and Estimates

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Certain Differences Between IFRS and GAAP

IFRS differs from GAAP in certain respects, including differences related to financial liabilities such as convertible notes and SAFE notes, intangible assets, income tax and earnings per share. Management has not assessed the materiality of differences between IFRS and GAAP. Our significant accounting policies are described in Note 2 to our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures About Market Risk