F-4/A 1 ff42023a1_braiinholdings.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on January 2, 2024

Registration No. 333-274830

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

____________________

AMENDMENT 1
TO

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-Border Third-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.

  

 

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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
JANUARY 2, 2024

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            , 2024. 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 October 1, 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 $572 million (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

 

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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 2024 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 $15 million, 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.

 

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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 23.

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 23 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            , 2024 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 23 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            , 2024 (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.

 

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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            , 2024 and will first be mailed to the shareholders of Northern Revival on or about            , 2024.

 

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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            ,
2024

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            , 2024. 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 2024 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.

 

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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            , 2024 (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 [•], 2024, 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            , 2024 (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 23 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.

 

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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

   

            , 2024

Important Notice Regarding the Availability of Proxy Materials for the
Extraordinary General Meeting to Be Held on            , 2024:

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

 

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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

 

18

COMPARATIVE SHARE INFORMATION

 

22

RISK FACTORS

 

23

EXTRAORDINARY GENERAL MEETING OF NORTHERN REVIVAL SHAREHOLDERS

 

55

THE BUSINESS COMBINATION PROPOSAL

 

61

THE PUBCO CHARTER PROPOSAL

 

83

THE INCENTIVE PLAN PROPOSAL

 

85

THE ADJOURNMENT PROPOSAL

 

86

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

87

INFORMATION ABOUT NORTHERN REVIVAL

 

97

MANAGEMENT OF NORTHERN REVIVAL

 

105

EXECUTIVE COMPENSATION OF NORTHERN REVIVAL

 

112

NORTHERN REVIVAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

113

INFORMATION ABOUT BRAIIN

 

124

EXECUTIVE COMPENSATION OF BRAIIN

 

134

BRAIIN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

135

MANAGEMENT OF PUBCO AFTER THE BUSINESS COMBINATION

 

145

DESCRIPTION OF PUBCO SECURITIES

 

149

TRADING MARKET AND DIVIDENDS

 

152

COMPARISON OF SHAREHOLDER RIGHTS

 

153

SHARES ELIGIBLE FOR FUTURE SALE

 

160

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

161

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

164

MARKET INFORMATION AND DIVIDENDS ON SECURITIES

 

165

LEGAL MATTERS

 

166

EXPERTS

 

166

TRANSFER AGENT AND REGISTRAR

 

167

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

167

SUBMISSION OF SHAREHOLDER PROPOSALS

 

167

FUTURE SHAREHOLDER PROPOSALS

 

167

WHERE YOU CAN FIND MORE INFORMATION

 

168

INDEX TO FINANCIAL STATEMENTS

 

F-1

i

Table of Contents

ii

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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            , 2024, you must request the information by            , 2024.

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 168 of this proxy statement/prospectus.

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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.

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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 $572 million (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 October 1, 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            , 2024.

“founders shares” means the 5,750,000 ordinary shares purchased by the Initial Shareholders on November 11, 2020, for $25,000            that 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 6,037,499 shares 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 2024 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 September 28, 2023 relating to the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex C.

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“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 September 30, 2023, Northern Revival had $819,236 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.

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“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 $572 million (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 September 30, 2023 there were no Working Capital Loans outstanding.

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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;

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        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.”

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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.

Braiin faces both external and internal cybersecurity threats.

Braiin’s vulnerability assessment focuses and mitigation strategies may not be effective.

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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 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 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.

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        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.

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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 2024 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”).

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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 $572 million (the “Share Exchange”). The number of shares to be issued will be based upon a per share value of $10.00. The aggregate value is subject to adjustment up or down based upon certain indebtedness and cash on hand of Braiin as 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.

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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            , 2024, the Record Date for the Extraordinary General Meeting. As of            , 2024 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 shares 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 September 28, 2023.

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

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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

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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 September 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.

 


Assuming no
redemptions
(1)

 

Assuming Midpoint
(50% of Max)
redemptions

 


Assuming max
redemptions

Northern Revival Acquisition Corporation Shareholders

 

1,910,244

 

3

%

 

955,122

 

2

%

 

 

 

Sponsor

 

4,537,500

 

7

%

 

4,537,500

 

7

%

 

4,537,500

 

7

%

Braiin Shareholders

 

57,133,143

 

90

%

 

57,133,143

 

91

%

 

57,133,143

 

93

%

   

63,580,887

   

 

 

62,625,765

   

 

 

61,670,643

   

 

____________

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

(2)      The Midpoint Redemption Scenario and Max Redemptions Scenario assume 955,122 shares and 1,910,244 shares are redeemed.

(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 $9.1 million 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*

 

Midpoint Redemptions (50% of Max)
Scenario*

 

Maximum Redemption
Scenario*

Trust proceeds to PubCo**

 

$

20,086,041

 

 

10,043,020

 

 

$

 

Deferred Underwriting Fees

 

$

 

 

 

 

$

 

Effective Deferred Underwriting Fees***

 

 

0

%

 

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 after adjusting all the redemptions through June 30 2023.

***    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,

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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 February 4, 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 December 1, 2023 of $10.84, these shares have a value of $49,186,500 as compared to the original purchase price of $25,000.

        If we do not consummate an initial business combination by February 4, 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 February 4, 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 February 4, 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.

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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 [•], 2024, 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 [•], 2024 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 [•], 2024.

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.”

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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            , 2024 (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.

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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.

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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 Revival 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.”

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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 $8.8 million 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

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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 September 30, 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            , 2024, 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.

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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.

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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            , 2024.

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

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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 July 4, 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 May 11, 2023, Braiin entered into a share sale agreement with PowerTec (the “PowerTec Agreement”). Pursuant 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.

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Vega is an agriculture technology company specializing in providing blockchain, AI, and coding language services to farmers. On July 11, 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 September 12, 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 September 16, 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 $120 million. Following the consummation of the transactions contemplated by the Vega Agreement, Vega will be a wholly-owned subsidiary of Braiin.

The Business Combination

On October 1, 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 $572 million (the “Share Exchange”). The number of shares to be issued will be based upon a per share value of $10.00. The aggregate value is subject to adjustment up or down based upon certain indebtedness and cash on hand of Braiin as 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 $2.5 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”).

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            , 2024, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about            , 2024. 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.

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Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be virtually held at 10:00 a.m. Eastern Time on            , 2024, 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            2024, 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            , 2024. 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.

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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 October 1, 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 $572 million. 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 $572 million (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.

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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.”

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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 February 4, 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 December 1, 2023 of $10.84, these shares have a value of $49,186,500 as compared to the original purchase price of $25,000.

        If we do not consummate an initial business combination by February 4, 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 February 4, 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 February 4, 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

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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.

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 Revival 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

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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.

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 [•], 2024, 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            , 2024 (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.”

Listing of 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.

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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 fiscal years ended June 30, 2023 and 2022 and the summary consolidated statement of financial position as of, June 30, 2023 and June 30, 2022 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.

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.

STATEMENTS OF COMPREHENSIVE INCOME

 

Braiin Ltd.

   

Year Ended
June 30,

   

2023

 

2022

Income

 

 

 

 

     

 

   

 

Expenses

   

 

   

 

Administrative expenses

 

25,106

 

 

14,845

 

Audit fees

 

341,563

 

 

 

Professional and legal fees

 

295,146

 

 

67,355

 

Depreciation and amortization

 

83,453

 

 

8,919

 

Interest expense

 

7,973

 

 

694

 

Loss on foreign currency exchange

 

10,795

 

 

7,831

 

Other expenses

 

13,976

 

 

2,126

 

Total expenses

 

(778,012

)

 

(101,770

)

     

 

   

 

Loss before income tax expense

 

(778,012

)

 

(101,770

)

Income tax

 

 

 

 

Loss after tax from continuing operations

 

(778,012

)

 

(101,770

)

Foreign currency translation

 

6,180

 

 

(829

)

Total comprehensive loss for the year

 

(771,832

)

 

(102,599

)

STATEMENTS OF FINANCIAL POSITION

 

Braiin Ltd.

   

As of
June 30,

   

2023

 

2022

Total assets

 

1,541,429

 

 

661,379

 

Total liabilities

 

2,672,229

 

 

1,020,988

 

   

 

 

 

 

 

Net liabilities

 

(1,130,800

)

 

(359,609

)

     

 

   

 

Total equity

 

(1,130,800

)

 

(359,609

)

STATEMENTS OF CASH FLOWS

 

Braiin Ltd.

   

Year Ended
June 30,

   

2023

 

2022

Net cash used in operating activities

 

(300,491

)

 

(93,661

)

Net cash used in investing activities

 

(312,024

)

 

(61,777

)

Net cash generated by financing activities

 

1,275,373

 

 

752,188

 

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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 nine months ended September 30, 2023 and 2022 and balance sheet data as of September 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

 

Nine Months Ended
September 30,

2023

 

2022

General and Administrative Expenses

 

1,508,654

 

 

1,321,717

 

 

$

2,160,166

 

 

$

904,137

 

Loss from Operations

 

(1,508,654

)

 

(1,321,717

)

 

 

(2,160,166

)

 

 

(904,137

)

Other Income/Expense

 

9,883,565

 

 

10,745,789

 

 

 

2,187,061

 

 

 

7,899,629

 

Net Income (Loss)

 

8,374,911

 

 

9,424,072

 

 

 

26,895

 

 

 

6,995,492

 

Weighted average shares outstanding of redeemable Class A Ordinary Shares, Basic and Diluted

 

24,150,000

 

 

21,900,411

 

 

 

460,858

 

 

 

24,150,000

 

Basic and Diluted net income (loss) per share

 

0.28

 

 

0.34

 

 

 

 

 

 

 

Weighted average share outstanding of non-redeemable Class A Ordinary Shares – Basic and Diluted

   

 

   

 

 

 

3,980,769

 

 

 

 

Basic and Diluted net income (loss) per share

 

0.28

 

   

 

 

 

 

 

 

 

Weighted average shares outstanding of Class B ordinary shares, basic

 

6,037,500

 

 

5,964,154

 

 

 

2,056,731

 

 

 

6,037,500

 

Basic net income (loss) per share, Class B ordinary shares

 

0.28

 

 

0.34

 

 

 

 

 

 

0.23

 

Balance Sheet Data

 

As of
December 31,
2022

 

As of
December 31,
2021

 

As of
September 30,
2023

Working Capital

 

$

1,525

 

 

$

1,047,310

 

 

$

(2,915,948

)

Investment Held in Trust Account

 

$

245,009,717

 

 

$

241,526,002

 

 

$

20,587,083

 

Total Assets

 

$

245,094,305

 

 

$

242,693,187

 

 

$

20,779,203

 

Total Liabilities

 

$

10,838,361

 

 

$

16,812,154

 

 

$

4,570,662

 

Shareholders’ Deficit

 

$

(10,653,773

)

 

$

(15,618,967

)

 

$

(4,278,542

)

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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 June 30, 2023 combines the historical unaudited statement of financial position of Northern Revival as of June 30, 2023 and the historical audited statement of financial position of Braiin as of June 30, 2023 both sets of financial statements included elsewhere in this proxy statement/prospectus; and on a pro forma basis as if the Business Combination and related transactions had been consummated on June 30, 2023.

The following unaudited pro forma combined statements of operations for the twelve months ended June 30, 2023 combines the historical audited consolidated statement of profit and loss and other comprehensive income of Braiin for the twelve months ended June 30, 2023 included elsewhere in this proxy statement/prospectus; and with Northern Revival’s unaudited financial results for the twelve months ended June 30, 2023. The unaudited pro forma combined statements of operations are prepared on basis as if the Business Combination and related transactions had been consummated on July 1, 2022.

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 twelve months ended June 30, 2023 have been derived from (i) its unaudited statement of operations for the six months ended June 30, 2023 included elsewhere in this proxy statement/prospectus; and (ii) its audited statement of operations from January 1 to December 31, 2022 included elsewhere in this proxy statement/prospectus; and removing its results of operations for the period from January 1 through June 30, 2022 derived from its unaudited statement of operations for the period from January 1 to June 30, 2022.

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 October 1, 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.

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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.

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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 IFRS 3, 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 (Collectively referred to as Vega)

The management of Braiin has concluded that the Initial Merger represents a business combination pursuant to IFRS 3, 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.

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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 any of the 1,910,244 public shares outstanding as of the date of this proxy statement/prospectus for a pro rata share of cash in the Trust Account.

        Assuming Midpoint Redemptions:    This presentation assumes that 955,122 Northern Revival Class A Ordinary Shares are redeemed in connection with the Business Combination.

        Assuming Maximum Redemptions:    This presentation assumes that the maximum possible Northern Revival Class A Ordinary Shares (1,910,244) are redeemed in connection with the Business Combination. The maximum redemption scenario assume that the minimum cash condition is waived by Braiin. The Business Combination Agreement includes as a condition to Closing the Business Combination that, at Closing, the Closing Cash is at least $15 million. The Business Combination may not be consummated if (i) the funds in the Trust Account after redemptions, if any, plus (ii) the aggregate cash proceeds received by Northern Revival or committed to be invested in respect of the Closing and the aggregate cash proceeds funded or irrevocably committed to be funded in respect of any Transaction Financing, if any, less (iii) payment of certain transaction expenses, is less than $15.0 million. You should note that the minimum Closing Cash condition may or may not be waived by Braiin in its sole discretion; however, there can be no assurances that Braiin will waive the minimum Closing Cash condition.

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

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF June 30, 2023
(US$ in thousands)

 

Braiin
(IFRS
Historical)
(Includes
Raptor)

 

Northern
Revival
Acquisition
Corporation
(US GAAP)

 

Northern
Revival
Acquisition
Corporation
Historical
Financials
adjustments

     

Powertec
(IFRS
Historical)

 

Nisus
Australia
Pty Ltd
(IFRS
Historical)

 

Nisus
Payroll
(IFRS
Historical)

 

Exato
Technologies
Pty Ltd
(IFRS
Historical)

 

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
Midpoint
(50% of
Max)
redemptions]

 

Pro Forma
Combined
[Assuming
Midpoint
(50% of
Max)
redemptions]

Additional
transaction
Accounting
Adjustments
(Assuming
Max
Redemptions)

 

Pro Forma
Combined
(Assuming
Max
Redemptions)

Assets

           

 

       

 

               

 

   

 

   

 

   

 

     

 

     

 

   

Property, plant and equipment