Monday 27 March 2023

US-based special purpose acquisition company Northern Revival acquisition Corp. (NASDAQ: NRAC) has entered into a business combination agreement with Australian agriculture solutions and analytics services company Braiin Ltd., in a transaction that values the combined company at approximately USD 215m, the company said.

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. 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.

Loeb & Loeb LLP is serving as legal advisor to NRAC, and Winston & Strawn LLP is serving as legal advisor to Braiin.

Northern Revival acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase, or similar business combination.

Braiin is a multi-faceted agricultural technology company with differentiated technologies and capabilities that dynamically address high growth market trends across the agriculture ecosystem.