Braiin Limited entered into a business combination agreement to acquire Northern Revival Acquisition Corporation (NasdaqCM:NRAC) from Northern Revival Sponsor LLC and others for $190 million in a reverse merger transaction on March 20, 2023. The aggregate value is subject to adjustment up or down based upon certain indebtedness and cash on hand of Braiin as set forth in its audited financial statements. Combined company transaction is expected to be valued at approximately $215 million.

Under the BCA, NRAC will acquire all the outstanding shares of Braiin from its existing shareholders in exchange for newly issued ordinary shares of NRAC. Braiin shareholders holding 100% of its currently outstanding ordinary shares have signed on to sell their shares to NRAC under the BCA. 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.

In connection with the Business Combination, on March 16, 2023, NRAC and Braiin entered into an OTC Equity Prepaid Forward Transaction agreement with certain funds managed by Meteora Capital, LLC, an investor in the Sponsor (the “ Meteora Funds ”). Following the Share Exchange, Braiin will continue as a subsidiary of the Company, and the Company will change its name to “Braiin Holdings.” Immediately following the Closing, New Braiin's board of directors will consist of five members designated by Braiin, a majority of whom shall be independent directors for purposes of Nasdaq listing rules. The deal is subject to approval by NRAC's shareholders, effectiveness of the Registration Statement, NRAC having at least $5,000,001 of net tangible assets, the Share Consideration being approved for listing on Nasdaq, all necessary regulatory approvals being obtained, Braiin and certain Braiin Shareholders having executed and delivered the Company Shareholder Lock-Up Agreements, Braiin having acquired PowerTec and transferred all intellectual property and other assets used in its business within its corporate structure and other customary closing conditions.

The transaction is expected to be completed in Q2 or Q3 of 2023. Mitchell S. Nussbaum of Loeb & Loeb LLP is serving as legal advisor to NRAC, and Michael J. Blankenship, Chris Ferazzi and Dean Hinderliter of Winston & Strawn LLP is serving as legal advisor to Braiin.