$572 Million Business Combination Between Braiin and Northern Revival Acquisition Corporation (Nasdaq: NRAC) Has Been Proposed and Form F-4 Jointly Filed With SEC
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With the filing of the Registration Statement by Northern Revival Acquisition Corporation (NRAC) and Braiin Limited, a notable development in the SPAC (Special Purpose Acquisition Company) landscape emerges. This move indicates a strategic expansion for Braiin Limited, leveraging a SPAC to go public. The increased proforma enterprise value to approximately $572 million, following the acquisition agreements with Vega Global Technologies, underscores a significant valuation adjustment that market participants should scrutinize.
Understanding the implications of such a business combination requires analyzing the synergies between Braiin's technology offerings and the companies it intends to acquire. Vega's intent to acquire Exato, with its focus on Conversational AI and Nisus, with ICT consulting and personnel services, suggests a push towards enhancing customer experience and service capabilities. This could potentially create a more robust, service-oriented technology entity that may have a competitive advantage in the market.
Investors and analysts should monitor the performance metrics and growth trajectory post-merger, as the actualization of these synergies is critical for justifying the revised enterprise value. Additionally, the statement by Braiin's CEO about the intent to facilitate expansion through mergers and acquisitions points to a proactive growth strategy that may influence the company's future market positioning and stock performance.
The financial implications of the proposed business combination between NRAC and Braiin, alongside the contingent acquisitions of Exato and Nisus, are multifaceted. A proforma enterprise value of $572 million suggests a substantial market expectation of future earnings and cash flow generation. This valuation will likely be dissected by investors seeking to understand the underlying assumptions, particularly in terms of EBITDA projections and growth prospects.
Given that Braiin is described as EBITDA-positive, there is an indication of existing operational profitability, which is a positive signal for potential investors. However, the long-term success of this business combination will hinge on the effective integration of the acquired companies and the realization of anticipated operational efficiencies and market expansion. These factors will not only affect shareholder value but also the company's ability to leverage the public markets for capital as suggested by the CEO.
It is also important to consider the risks associated with the contingent nature of the agreements with Exato and Nisus. Should the business combination encounter unforeseen hurdles or fail to close, the anticipated value creation from these acquisitions may not materialize, potentially impacting investor sentiment and the stock price.
The legal process surrounding the filing of a Registration Statement with the SEC is a critical step for any company seeking to enter the public markets through a business combination. This document provides investors with essential information about the proposed transaction, including financial data, risk factors and details about the businesses involved. The fact that the Registration Statement has not yet become effective and the information is subject to change, is a standard caution for investors, as material changes could arise before the finalization of the transaction.
Investors should note the significance of the amended and restated business combination agreement, which often includes revised terms that could affect the rights and expectations of stakeholders. The contingent nature of the agreements with Vega Global Technologies to acquire Exato and Nisus introduces an additional layer of complexity and risk, which must be navigated carefully to ensure compliance with regulatory requirements and to protect shareholder interests.
As the business combination progresses, stakeholders should pay close attention to the disclosure of any material changes and the eventual effectiveness of the Registration Statement, as these will have direct implications on the timing and success of Braiin's entry into the public markets.
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
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
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.
About Braiin
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 has 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, customer experience in the service industry 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
To learn more, visit: https://www.braiin.com
About NRAC
NRAC is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase, or similar business combination. While NRAC may pursue an acquisition opportunity in any industry or sector, it focused its search in the software and tech-enabled services space. The team is composed of seasoned executives with a unique combination of experiences in wholesale and retail, logistics, distribution, technology development and transformation, investing, banking, and capital markets. NRAC is led by its Chief Executive Officer and Chairman, Aemish Shah, and its Chief Financial Officer and director, Manpreet Singh.
To learn more, visit: www.nraccorp.com
Related ticker:
Nasdaq: NRAC (Northern Revival Acquisition Corp)
Additional Information and Where to Find It
In connection with the proposed business combination, NRAC and Braiin have filed the Registration Statement with the SEC, which includes a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to NRAC’s shareholders as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain copies of the Proxy Statement/Prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Northern Revival Acquisition Corporation, 4001 Kennett Pike, Suite 302,
This communication may be deemed to be offering or solicitation material in respect of the proposed transaction, which will be submitted to the shareholders of NRAC for their consideration. NRAC urges investors, shareholders and other interested persons to carefully read, when available, the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed with the SEC (including any amendments or supplements to the Proxy Statement/Prospectus, as applicable), in each case, before making any investment or voting decision with respect to the proposed transaction, because these documents will contain important information about NRAC, Braiin and the proposed transaction.
Participants in the Solicitation
NRAC and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction described herein under the rules of the SEC. Information about the directors and executive officers of NRAC and a description of their interests in NRAC and the proposed transaction are set forth in NRAC’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on May 1, 2023 (the “Annual Report”) and the Proxy Statement/Prospectus. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NRAC’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of NRAC to complete an initial business combination with Braiin within the time provided in NRAC’s amended and restated memorandum and articles of association; performance of Braiin’s business; the risk that the approval of the shareholders of NRAC for the proposed transaction is not obtained; failure to realize the anticipated benefits of the proposed transaction, including as a result of a delay in consummating the proposed transaction; the amount of redemption requests made by NRAC’s shareholders and the amount of funds remaining in NRAC’s trust account after satisfaction of such requests; NRAC’s and Braiin’s ability to satisfy the conditions to closing the proposed transaction; and those factors discussed in the Annual Report under the heading “Risk Factors,” and other documents of NRAC filed, or to be filed, with the SEC. NRAC does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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Sonam @ sonamm@prhub.com, 9945017180
Source: Braiin Limited
FAQ
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