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Northern Revival Acquisition Corporation *

Northern Revival Acquisition Corporation *

Jan 12, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Braiin Limited

ENTERPRISE VALUE: $190 million
ANTICIPATED SYMBOL: tbd

Northern Revival Acquisition Corporation proposes to combine with Braiin Limited

Braiin is an agricultural technology company with differentiated technologies and capabilities that dynamically address high-growth market trends across the entire agriculture ecosystem. Braiin is a company for the 21st century positioned to revolutionize traditional farm management through its precision agriculture platform that provides end-to-end precision agriculture solutions and analytics services to farmers and land bureaus that improve farm productivity, crop yields, and environmental sustainability using cutting-edge technologies, including Robotics, AI/ML, software and IoTs.

EXTENSION – 11/5/24 – LINK

  • The SPAC approved the extension from November 4, 2024 to May 4, 2025.
    • 220,377 shares were redeemed.
    • No contribution will be deposited into the trust account.

EXTENSION – 8/6/24 – LINK

  • The SPAC approved the extension from August 4, 2024 to November 4, 2024.
    • 1,451,876 shares were redeemed.
    • $0.03/share per month will be deposited into the trust account.

EXTENSION – 1/31/24 – LINK

  • The SPAC approved the extension from February 4, 2024 to August 4, 2024.
    • 184,934 shares were redeemed for $10.94/Share.
    • $0.03/share per month will be deposited into the trust account.

EXTENSION – 9/7/23 – LINK

  • The SPAC approved the extension from September 4, 2023 to February 4, 2024.
    • Redemptions were not disclosed.
    • $0.03/share per month will be deposited into the trust account.

TRANSACTION

  • Braiin shareholders holding 100% of its currently outstanding ordinary shares have signed on to sell their shares to NRAC under the BCA.
  • Prior to closing, all convertible securities of Braiin will be converted into Braiin ordinary shares, which will also be exchanged for NRAC ordinary shares.
  • Upon the closing, current Braiin shareholders will retain 100% of their equity through new ordinary shares of NRAC and will own approximately 65% of the post-closing combined public company, assuming no redemptions by NRAC’s public shareholders.
  • The transaction is expected to close in Q2 or Q3 of 2023 and is subject to approval by NRAC’s shareholders and other customary closing conditions.
  • At the Closing, New Braiin will pay the Sponsor $2.5 million to purchase all outstanding NRAC warrants originally purchased by the Sponsor for approximately $6.8 million simultaneously with the closing of NRAC’s initial public offering.

nrac

SPAC FUNDING

  • Forward Purchase Agreement
    • NRAC signed an OTC forward purchase agreement for up to 2.9 million shares with Meteora.
      • The Forward Purchase Agreement provides that no later than the earlier of
        • (a) one business day after the closing of the Business Combination and
        • (b) the date any assets from NRAC’s trust account are disbursed in connection with the Business Combination, the Combined Company will pay to Meteora, out of funds held in its Trust Account, an amount (the “Prepayment Amount”) equal to
          • (x) the per-share redemption price (the “Initial Price”) multiplied by
          • (y) the number of Recycled Shares on the date of such prepayment less the Prepayment Shortfall.
      • The Prepayment Shortfall is equal to the lesser of
        • (i) ten percent of the product of
          • (x) the Number of NRAC Class A Ordinary Shares multiplied by
          • (y) the Initial Price and
        • (ii) $3,000,000.
    • Meteora may provide an Optional Early Termination notice (“OET Notice”) and pay to the Combined Company the product of the “Reset Price” and the number of NRAC’s Class A Ordinary Shares listed on the OET Notice.
      • The Reset Price shall initially equal the Initial Price but shall be adjusted on the first scheduled trading date of each two-week period commencing on the first week following the 30th day after the closing of the Business Combination to the lowest of
        • (i) the current Reset Price
        • (ii) the Initial Price
        • (iii) the VWAP of NRAC’s Class A Ordinary Shares of the prior two week period.
    • The Forward Purchase Agreement matures on the earlier to occur of
      • (a) three years after the closing of the Business Combination
      • (b) the date specified by Meteora in a written notice delivered at Meteora’s discretion if
        • (i) the VWAP of NRAC’s Class A Ordinary Shares during 10 out of 30 consecutive trading days is at or below $5.00 per Share, or
        • (ii) the Shares are delisted from a national securities exchange. At maturity, Meteora will be entitled to receive maturity consideration in cash or shares.
      • The maturity consideration will equal the product of
        • (1) (a) the Number of NRAC Class A Ordinary Shares less
          • (b) the number of Terminated Shares, multiplied by
        • (2) $1.50 in the event of cash or, in the event of NRAC Class A Ordinary Shares Shares, $2.00; and $2.50, solely in the event of a registration failure.

SPONSOR FORFEITURE

  • The Sponsor has agreed to surrender 1,500,000 NRAC founder shares immediately prior to the closing of the Business Combination and to waive redemption rights with respect to its NRAC shares in connection with the Business Combination

LOCK-UP

  • Company and Sponsor
    • Six months from the closing date or if the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing

NOTABLE CONDITIONS TO CLOSING

  • NRAC having, immediately after the closing of the Business Combination, at least $15 million available from the trust account and any Transaction Financing, but after paying expenses of NRAC and Braiin and any redemption payments due to shareholders who elect to redeem their NRAC Class A Ordinary Shares.

NOTABLE CONDITIONS TO TERMINATION

  • If the closing has not occurred by September 4, 2023 (Outside Date)

ADVISORS

  • Loeb & Loeb LLP is serving as legal advisor to NRAC
  • Winston & Strawn LLP is serving as legal advisor to Braiin

SUBSEQUENT EVENT – 3/16/23 – LINK

  • The SPAC changed the name of the company from Noble Rock Acquisition Corporation to Northern Revival Acquisition Corporation
    • 433,699 shares were also redeemed.

EXTENSION – 1/27/2023 – LINK

  • The SPAC approved the extension from 1/4/23 to 9/4/23 at a redemption price of $10.14.

SUBSEQUENT EVENT – 1/25/23 – LINK

  • On January 24, 2023, in accordance with the provisions of a binding agreement that provides for the transfer of control of Noble Rock Sponsor, LLC to Meteora Special Opportunity Fund i, LP, GenGlobal Noble LLC and Singh Capital Partners LLC and respective affiliates (collectively, “Certain Existing Investors”), Whitney A. Bower and Peter Low agreed that they would resign their positions as chief executive officer and chief financial officer, respectively, of Noble Rock Acquisition Corp subject to and to be effective upon consummation of the Transaction.
    • Mr. Bower, Mr. Low, David Lang and Michael D. Alter each agreed to resign as directors of the Company subject to and effective upon consummation of the Transaction.
    • Aemish Shah will become chief executive officer and remain as a director.
    • It is anticipated that the Transaction will close on or about January 31, 2023.

SUBSEQUENT EVENT – 1/24/23 – LINK

  • The SPAC postponed its extraordinary general meeting from 1/25/23 to 1/27/23.
    • The sponsor has decided to change the amount to be deposited into trust in connection with any one-month extension from the lesser of (i) $110,000 and (ii) an aggregate amount equal to $0.06 multiplied by the number of public shares of the company that are not redeemed in connection with the shareholder vote to approve the extension proposal, to the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.055 multiplied by the number of public shares of the company not are not redeemed in connection with the shareholder vote.

MANAGEMENT & BOARD

Executive Officers

Whitney A. Bower, 59
Chief Executive Officer and Chairman

Mr. Bower is the Founder and Managing Partner of Noble Rock Advisors, an independent sponsor of mid-market growth and private equity investments in the technology sector. Mr. Bower currently serves as an advisor to BC Partners, Cortex Building Intelligence, Inflexion Private Equity and NAVEX Global Inc. Prior to founding Noble Rock Advisors, Mr. Bower founded and managed 3i’s top quartile US private equity business and held roles on the firm’s Global Investment and Compliance Committees. Mr. Bower built his track record as a principal and deal lead at Geocapital Partners and Bain Capital Ventures where he led 10 investments in the US and Europe. Earlier in his career, Mr. Bower was Director of Marketing at internet software company, Open Market Inc (NASDAQ: OMKT), and Manager of Strategy & Business Development with Fortune 500 media company, Times Mirror (NYSE: TMC). Mr. Bower graduated from Harvard College and received an M.B.A. from Harvard Business School. He is a former United States Peace Corps Volunteer and member of the Council on Foreign Relations.

Pete Low, 52
Chief Financial Officer & Director Nominee

Mr. Low is the former Executive Vice President and Chief Financial Officer of Saba Software Inc., a leading provider of cloud-based learning and talent management solutions for mid and large size enterprises around the globe. In April 2020, Saba Software was acquired by one of their primary competitors in the space, Cornerstone OnDemand (NASDAQ: CSOD), for approximately $1.3 billion. Prior to Saba Software, Mr. Low was the Chief Financial Officer of Halogen Software Inc., a leading provider of performance management solutions for small and medium size enterprises. Halogen Software was a publicly traded company before being acquired by Saba Software in May 2017. During his approximately 14 year tenure at both Halogen and Saba, Mr. Low oversaw the transition of an on-premise to cloud-based business, raised capital from a leading private equity firm, completed an initial public offering, acquired a European-based recruiting company, and expanded the business globally to serving over 3,000 customers in approximately 180 countries and 22 offices around the world. Prior to Halogen, Mr. Low was co-founder and Chief Financial Officer of Axis Capital Corporation, a privately held, early stage venture capital business, managing both private capital as well as a public investment fund. Over the six years at Axis, he made investments in early-stage software companies and realized two successful portfolio exits to both Microsoft and IBM, before selling Axis to another venture capital fund in April 2006. Prior to Axis, Mr. Low was a senior tax manager at Deloitte LLP in the technology group. Mr. Low obtained his Bachelor of Commerce degree from Mount Allison University, regularly named as one of Canada’s top undergraduate schools. Mr. Low obtained his Chartered Accountant (CA) designation in 1994 and his ICD.D designation from the Institute of Corporate Directors in 2015. Mr. Low has served on numerous private and not-for-profit boards both as a Director and as an Audit Chair.

Board of Directors

Michael D. Alter, 53
Director

Mr. Alter is a Clinical Professor of Entrepreneurship at the University of Chicago’s Booth School of Business. Mr. Alter was the Executive Chairman (and former Interim CEO) of Vanco, a leading provider of electronic payment solutions to the faith-based and K-12 education communities. In 2013, he joined the board of The Tie Bar, LLC, a leading e-commerce destination for stylish men’s accessories, and served as the  Chief Executive Officer until 2016. Prior to The Tie Bar, Mr. Alter was a co-founder and CEO of SurePayroll, a SaaS technology company that is now a wholly owned subsidiary of Paychex. Mr. Alter co-founded SurePayroll in 2000 after six years as a Consultant with McKinsey and Company. Prior to receiving his M.B.A. from the Harvard Business School, Mr. Alter worked in various sales positions at IBM. He holds a bachelor’s degree in economics from Northwestern University. Mr. Alter is an active board and advisory board member for leading growth stage technology companies including: Vanco; MAX Digital/FirstLook, a leading SaaS technology company in mobile showroom and digital performance management for auto dealers; First Stop Health, a leading telemedicine services company; and Big Time Software, a leading provider of professional services automation software to engineering, accounting and other small and medium size professional services firms. Mr. Alter is a past recipient of the Illinois Technology Association CityLIGHTS CEO of the Year Award, and has been a nationally recognized spokesman on business issues, having served as a columnist for INC.com and appeared regularly in media outlets nationwide, including Bloomberg TV and the Wall Street Journal.

David Habiger, 51 [Resigned 12/28/22]
Director

Mr. Habiger has also served as President and CEO of J.D. Power, a market research and data analytics company, since March 2018. Mr. Habiger previously served as CEO of Textura Corporation (NYSE: TXTR), a software company focused on construction management, from April 2015 through its sale to Oracle in June 2016. From July 2011 until its sale to Cisco Systems in August 2012, Mr. Habiger served as the CEO of NDS Group Ltd., a provider of video software and content security solutions. From 2005 until its sale to Rovi Corporation in 2011, Mr. Habiger served as President and CEO of Sonic Solutions (NASDAQ: SNIC), a digital media software company. Mr. Habiger currently serves on the boards of directors of Echo Global Logistics, Inc., a provider of technology-enabled transportation and supply chain management solutions; Stamps.com, a postage company; Xperi Corporation, an intellectual property licensing company; and GrubHub, a food delivery company. Mr. Habiger also serves on the boards of directors of several private companies, and is Chairman of Sovos Compliance, a leading enterprise tax compliance software provider. Mr. Habiger is a director at the Chicago Federal Reserve and serves on the SABOR (Systems Activities, Bank Operations, and Risk) Committee and the Governance & HR Committee for the Federal Reserve. During the past five years, Mr. Habiger served as a public company board member of Enova, Control 4, Immersion Corporation, RealD, Inc., DTS, Inc. and Textura Corporation. Mr. Habiger received a B.B.A. in business administration from St. Norbert College and an M.B.A. from the University of Chicago.

David Lang, 57
Director

Mr. Lang is a private equity investor who specializes in healthcare services, healthcare technology and software/services sectors. He began his career as a financial analyst at Merrill Lynch, then moved to TA Associates as a software associate in 1990. Mr. Lang spent 25 years at TA Associates in various roles, including Managing Director in its healthcare team. At TA Associates, Mr. Lang led investments in numerous companies, including One Call Medical, TARGUSinfo, American Access Care, Alma Lasers, Intercontinental Exchange, National Imaging Associates, MQ Associates, Medsolutions/Evicore and Lawson Software. Mr. Lang is Chairman of the Board of Lahey Hospital and Medical Clinic, Director at Connected Home Care, American Endovascular, Alumni Ventures Group, Clearview Dermatology, CA Healthcare Acquisition, Lexington Medical, Earthwatch Institute, and Community Action Partners. Mr. Lang graduated from Harvard College in 1989 and Harvard Business School in 1995.

Aemish Shah, 35
Director

Mr. Shah is the Co-Founder and Managing Partner of General Global Capital (“GenGlobal”), a growth-stage technology investment firm focused on software and financial technology companies with notable investments that include Carta, SpaceX, SoFi, Impossible Foods, Digital Ocean, Rubrik, Grab Inc, Figure Technologies, CaaStle, Avant/Amount and Postmates. Mr. Shah has over fifteen years of experience as a technology investor and financial services banker. Over the course of his career, he has worked on over twenty successful M&A transactions with an aggregate value of over five billion dollars. Mr. Shah has also served on numerous non-profit boards and currently works with TeacherCraft, an EdTech non-profit focused on professional development. Prior to co-founding GenGlobal, Mr. Shah was a Partner at Grail Partners, a leading merchant bank focused on principal investing and advisory services in the financial services industry. While at Grail, Mr. Shah invested in and advised over a dozen companies. In this role, he assisted companies in raising capital, served as a board advisor and worked closely with company management to run finance and operations. Mr. Shah began his career with PricewaterhouseCoopers as a Senior Associate in the financial advisory practice. At PwC, he focused on banking & capital markets, risk management, and also served as a member of the Firm’s Management Advisory Committee. Mr. Shah graduated from Cornell University with a Bachelor of Science in Operations Research and Industrial Engineering.

ByKristi Marvin