$572 Million Business Combination Between Braiin and Northern Revival Acquisition Corporation (Nasdaq: NRAC) Has Been Proposed and Form F-4 Jointly Filed With SEC

Business Wire IndiaNorthern Revival Acquisition Corporation (“NRAC”), a publicly traded special purpose acquisition company, and Braiin Limited, an Australian technology company, filed a registration statement on Form F-4 (the “Registration Statement”), which contains a preliminary proxy statement/prospectus, with the U.S. Securities and Exchange Commission (“SEC”) in connection with their proposed business combination. The Registration Statement was filed by Braiin Holdings Ltd. ("Braiin Holdings"), a newly formed entity that will serve as the combined publicly-traded entity following the closing of the proposed business combination.

On January 2, 2024, NRAC and Braiin filed the Registration Statement. On October 1, 2023, Braiin, NRAC, Braiin Holdings, and other parties to the business combination agreement that was signed in March 2023 entered into an Amended and Restated Business Combination Agreement, which, among other things, increased the combined company proforma enterprise value to approximately $572 million, primarily based on acquisition agreements entered into between Braiin and Vega Global Technologies, a company with agreements to acquire Exato Technologies Pvt Ltd (“Exato”), Nisus Australia Pty Ltd and Nisus Payroll Pty Ltd (together, “Nisus”). The agreements with Exato and Nisus are contingent upon the closing of the business combination.

The business combination between Braiin and NRAC is expected to be completed in the first quarter of 2024, according to a statement.

“This entry into the public markets will allow us access to a much larger pool of capital. This, in turn, will enable us to execute on our existing long-term contracts, foster organic growth, and facilitate our expansion through mergers and acquisitions. We consistently seek synergistic acquisitions that align with our corporate culture. Over the past 9 months, we've executed an acquisition agreement with Vega Global Technologies and elevated our combined enterprise value to approximately $572 million. Vega has agreements to acquire Exato.ai, a company strategically focused on advancing the Customer Experience (CX) in conjunction with Conversational AI, and Nisus, a customer-centric company specializing in ICT consulting and personnel services. As a high-growth, EBITDA-positive tech company, we believe going public will enhance the visibility and adoption of our products and service,” Braiin Chief Executive Officer Natraj Balasubramanian said.

While the Registration Statement, which can be found here, has not yet become effective, and the information contained therein is subject to change, it provides important information about Braiin’s business and operations, the proposed business combination with NRAC and the proposals to be considered by NRAC’s shareholders.

Winston & Strawn LLP is serving as legal counsel to Braiin. Loeb & Loeb LLP is serving as legal counsel to NRAC.