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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND
OUR
EXTRAORDINARY ANNUAL GENERAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board for use at the general meeting to be held in person or via teleconference on [•[●] or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the general meeting.

The company is a blank check company incorporated on November 4, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“initial business combination”). On February 4, 2021, the company consummated its initial public offering (“IPO”) of its units, with each unit consisting of one Class A ordinary share and one-halfone-third of one redeemable warrant to purchase one Class A ordinary share, which included the full exercise by the underwriters of their over-allotmentover-allotment option in the amount of 3,150,000 units. Simultaneously with the closing of the IPO, the company completed the private sale of the approximate 4,553,334 private placement warrants at a purchase price of $1.50 per private placement warrant to the sponsor, generating gross proceeds to us of approximately $6,830,000. Following the closing of the IPO, a total of $241,500,000 ($10.00 per unit) of the net proceeds from the IPO and the sale of the private placement warrants was placed in the trust account established in connection with the IPO (the “trust account”), with Continental Stock Transfer & Company, a New York limited purpose trust company (“Continental”), acting as trustee.

On January 27, 2023, the company held aan extraordinary general meeting where the shareholders a special resolution to approve an extension of time in orderamend our Amended and Restated Memorandum and charter (the “charter”) to extend the date by which the company may complete its business combination. Following such meeting andcombination (the “Extension Amendment”). As a result of the redemptions related thereto, there are a totalextension, the company’s provides for the return of 8,946,670 ordinary shares issued and outstanding, including (i) 2,909,170the IPO proceeds held in the trust account to the holders of Class A ordinary shares if we do not complete our initial business combination by September 4, 2023. On March 16, 2023, the company held an extraordinary general meeting where the shareholders approved: (i) a special resolution, to amend our charter to change the name of the company from Noble Rock Acquisition Corporation to Northern Revival Acquisition Corporation (the “Name Change Proposal”); and (ii) 6,037,500a special resolution, to amend the charter to change certain provisions which restrict our Class B ordinary shares and a totalfrom converting to Class A ordinary shares prior to the closing of $29,592,725 held in the trust account.

business combination (the “Conversion Proposal”). On February 9, 2023, certain officers and directors of the company resigned, a new management team was appointed and we agreed to change our name in connection with these changes. The purpose of the name change proposal isName Change Proposal was to amend the name of the company accordingly. The purpose of the conversion proposal isConversion Proposal was to remove restrictions contained in the charter in order to permit the Class B ordinary shares to convert into Class A ordinary shares prior to the closing of the business combination which will enable the company to meet certain Nasdaq listing requirements. SuchThe holders of such shares arewould continue to be subject to the same restrictions as the Class B ordinary shares before any conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the prospectus for our initial public offering.

In connection with the solicitation of proxies in connection with the Extension Amendment, holders of 21,240,830 Class A ordinary shares of our then 24,150,000 Class A ordinary shares outstanding with redemption rights, elected to redeem their shares at a per share redemption price of approximately $10.17. In connection with the solicitation of proxies in connection with the Conversion Proposal, holders of 433,699 Class A ordinary shares of our then-outstanding 8,946,670 Class A ordinary shares outstanding with redemption rights, elected to redeem their shares at a per share redemption price of approximately $10.33. On March 28, 2023, the company elected to permit one shareholder, at the shareholder’s request, to reverse their redemption as to 5,000 Class A ordinary shares, resulting in a total of 428,699 redemptions in connection with the solicitation of proxies in connection with the Conversion Proposal. On April 5, 2023, the sponsor elected to convert 6,037,499 Class B ordinary shares into Class A ordinary shares. Following such meetings and the redemptions related thereto and the conversion of the Class B ordinary shares, there are a total of 8,517,970 Class A ordinary shares and 1 Class B ordinary share issued and outstanding. As of [●], there was a total of approximately $[●] million held in the trust account.

On March 20, 2023, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with our sponsor, Braiin Limited, an Australian public company limited by shares (“Braiin”), and certain Braiin shareholders (the “Braiin Supporting Shareholders”) who collectively own 100% of the outstanding ordinary shares of Braiin (the “Braiin Shares”). Pursuant to the terms of the Business Combination Agreement, a business combination between NRAC and Braiin (the “Business Combination”) will be effected as a share exchange in which Braiin shareholders exchange 100% of their Braiin Shares for a pro rata portion of Class A Ordinary Shares, par value $0.0001 per share, of NRAC (the “Class A Ordinary Shares”) with an aggregate value of $190 million (the “Share Exchange”). The number of shares to be issued will be based upon a per share value of $10.00. 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. Prior to the consummation of the Business Combination, Braiin will acquire PowerTec Holdings Ltd., an Australian distributor that supplies connectivity solutions to individuals and businesses around the world. (“PowerTec”). Following the Share Exchange, Braiin will continue as a subsidiary of the company, and the company will change its name to “Braiin Holdings.” We refer to NRAC after giving effect to the Business Combination, as “New Braiin.”

The purpose of the extension proposal is to allow the company more time to complete an initial business combination. While the company has entered the Business Combination Agreement, and the company and other parties to the Business Combination Agreement are working towards satisfaction of the conditions to completion of the Business Combination, the board has determined that there will not be sufficient time before September 4, 2023 to consummate the Business Combination. Therefore, the board has determined that it is in the best interests of our shareholders to extend the date by which the company must complete an initial business combination to the extended date or the updated extension date; provided that the sponsor (or its designee) contribute an extension payment for each one-month extension.

What is being voted on?

You are being asked to vote on the following proposals:

1.      Proposal — The Name Change Proposal

If the extension proposal is approved, we plan to hold an extraordinary general meeting prior to the extended date in order to seek shareholder approval of our initial business combination and related proposals.

You are not being asked to vote on an initial business combination at this time. If the proposals areextension is implemented and you do not elect to redeem your public shares in connection with the conversion proposal,extension, you will retain the right to vote on an initial business combination if and when such transaction is submitted to shareholders and the right to redeem your public shares for cash from the trust account in the event a proposed initial business combination is approved and completed or the company has not consummated an initial business combination by the extended date. If an initial business combination is not consummated by the extended date, assuming the extension is implemented, the company will redeem its public shares.

Can I attend the General Meeting?

The general meeting will be held on February __, 2023[●] at [•[●]., Eastern time, at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 (the “general meeting”), or at such other time, on such other date and at such other place that the meeting may be postponed or adjourned and the general meeting will be available to attend via teleconference. For the purposes of the articles of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York 10154. You will also be able to attend the general meeting, vote, and submit your questions during the general meeting via teleconference, using the following dial-indial-in information:

Telephone access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552470-381-2552 (standard rates apply)
Meeting ID:
997 2158 0255[●]
Passcode for telephone access:
279378#[●]#

The general meeting will comply with the meeting rules of conduct which will be available at the meeting. We encourage you to access the general meeting teleconference prior to the start time. Check-inCheck-in will begin fifteen minutes prior to the start time of the general meeting, and you should allow ample time for the check-incheck-in procedures. Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person extraordinaryin-person annual general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paidpre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares.

Why should I vote to approve the extension?

Our board believes shareholders will benefit from the company consummating an initial business combination and is proposing the extension to extend the date by which the company has to complete an initial business combination until the extended date. The extension is expected to give the company the opportunity to complete its initial business combination.

After consultation with the company’s sponsor, Northern Revival Sponsor LLC (the “sponsor”), the sponsor has indicated that, if the extension proposal is approved, the sponsor will contribute to the company as a loan (each loan being referred to herein as a “contribution”) the lesser of (i) $___ and (ii) an aggregate amount equal to $___ 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, for each month, commencing on September 4, 2023 and on or prior to the fourth day of each subsequent month, if applicable (each such month period an “extension period”) until the earlier of (x) the date of the annual general meeting held in connection with a shareholder vote to approve an initial business combination (y) the extended date and (z) the date that the board determines in its sole discretion to no longer seek an initial business combination. Each contribution will be deposited in the trust account within three business days of the beginning of the extended period which such contribution is for. The sponsor will not make any contribution unless the extension proposal is approved and the extension is completed. The contributions will be repayable by the company to the sponsor upon consummation of an initial business combination. The company’s board of directors will have the sole discretion whether to continue extending for additional extension periods, and if the board determines not to continue extending for additional months, the additional contributions will terminate. If this occurs, the company would wind up the company’s affairs and redeem 100% of the outstanding public shares in accordance with the procedures set forth in the company’s charter.

If the extension proposal is not approved and we do not consummate an initial business combination by September 4, 2023, the charter provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the board, liquidate and dissolve, subject, in each case, to the company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by September 4, 2023 or, if the extension proposal is approved, the extended date.

We believe that the provisions of the charter described in the preceding paragraph were included to protect the company’s shareholders from having to sustain their investments for an unreasonably long period if the company failed to find a suitable initial business combination in the timeframe contemplated by the charter. We also believe, however, that given the company’s expenditure of time, effort and money on pursuing an initial business combination, and our belief that an initial business combination is in the best interest of the company and our shareholders, the extension is warranted. The sole purpose of the extension proposal is to provide the company with additional time to complete an initial business combination, which the board believes is in the best interests of the company and our shareholders. However, even if the extension is approved the company can provide no assurances that a business combination will be consummated prior to the extended date.

In connection with the extension, public shareholders may elect to redeem their Class A ordinary shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the company to pay its income taxes, divided by the number of then-issued and outstanding Class A ordinary shares, regardless of how such public shareholders vote on the extension proposal, or if they vote at all. We will not proceed with the extension if redemptions of public shares cause us to have less than $5,000,001 of net tangible assets following approval of the extension proposal, as provided in the charter.

Liquidation of the trust account is a fundamental obligation of the company to the public shareholders and the company is not proposing, and will not propose, to change that obligation to the public shareholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with an initial business combination. Assuming the extension is approved, the company will have until the extended date to complete its initial business combination.

Our board recommends that you vote in favor of the extension proposal, but expresses no opinion as to whether you should redeem your public shares.

When would the board abandon either the name change or the conversionextension proposal?

Our board will abandon a proposalthe extension if our shareholders do not approve suchthe extension proposal. Additionally, we are not permitted to redeem our Class A ordinary shares in an amount that would cause our net tangible assets to be less than $5,000,001, and we will not proceed with the conversion proposalextension if redemptions of our Class A ordinary shares in connection with the conversion proposalextension would cause us to have less than $5,000,001 of net tangible assets following approval of the conversionextension proposal. It

Why is the board’s current intentioncompany proposing the NTA requirement amendment proposal?

The company believes a Business Combination will provide significant benefits to proceed withits shareholders and is proposing the name change, assuming approval by our shareholders, even if we are unableNTA requirement amendment proposal to proceed withadd an additional basis on which the conversion proposal duecompany may rely, as it has since its IPO, to be not subject to the “penny stock” rules of the SEC.

The company’s charter that the company will not consummate any business combination unless it (or any successor) has net tangible assets limitation.of at least $5,000,001 upon consummation of such business combination (the “NTA Requirement”). If the NTA requirement amendment proposal is not approved and there are significant requests for redemption such that the NTA Requirement would be exceeded, the NTA Requirement would prevent the company from being able to extend the time available to consummate a business combination. The company believes that the NTA Requirement is not needed. The purpose of such limitation was initially to ensure that the company did not become subject to the SEC’s “penny stock” rules. Because the public shares would not be deemed to be “penny stock” as such securities are listed on a national securities exchange, the company is presenting the NTA requirement amendment proposal to facilitate the consummation of a business combination. If the NTA requirement amendment proposal is not approved and there are significant requests for redemption such that the company’s net tangible assets would be less than $5,000,001 upon the consummation of the business combination, the charter would prevent the company from being able to consummate the business combination even if all other conditions to closing are met.

How do the company insiders intend to vote their shares?

The sponsor, the company’s directors, officers and initial shareholders and their permitted transferees (collectively, the “initial shareholders”) collectively have the right to vote 67.48%70.9% of the company’s issued and outstanding ordinary shares, and are expected to vote all of their shares in favor of each proposal to be voted upon by our shareholders at the general meeting.

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Subject to the immediately preceding paragraph, the sponsor or the company’s directors, officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to the general meeting, although they are under no obligation to do so. Any such purchases that are completed after the record date may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the proposalproposals and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the general meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the proposalproposals and elected to redeem their shares for a portion of the trust account. Any such privately negotiated purchases may be effected at purchase prices that are no greater thanbelow or in excess of the per-shareper-share pro rata portion of the trust account. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the proposal.proposals. Additionally, at any time at or prior to the general meeting, subject to applicable securities laws (including with respect to material non-publicnon-public information) the sponsor or the company’s directors, officers or advisors, or any of their respective affiliates, may, although they are under no obligation to do so, enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the proposals or not redeem their public shares. The sponsor and the company’s directors, officers, advisors or any of their respective affiliates are restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.

Interests of the Sponsor and the Company’s Directors and Officers

When you consider the recommendation of our board, you should keep in mind that the sponsor and the company’s officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

Full Text of ResolutionResolutions

RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.1049.7 in its entirety and the insertion of the following language in its place:

“49.10 Except49.7 In the event that the Company does not consummate a Business Combination by 4 February 2024 or such earlier date as determined by the Directors, or such later time as the Members may approve in circumstances where Class A ordinary shares are issuedaccordance with the Articles, the Company shall:

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of “Applicable Law”.

RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.8(a) in its entirety and the insertion of the following language in its place:

“49.8(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a conversion pursuant to Article 17.2(b), afterBusiness Combination or redeem 100 per cent of the issue of Public Shares and prior toif the consummation ofCompany does not consummate a Business Combination by 4 February 2024 or such earlier date as determined by the Company shall not issue additional SharesDirectors, or any other securities that would entitlesuch later time as the holders thereof to:Members may approve in accordance with the Articles; or”

(a)     receive funds from the Trust Account; or

(b)    vote as a class with Public Shares on a Business Combination.”Recommendation

Recommendation

As discussed above, after careful consideration of all relevant factors, our board has determined that the conversionextension proposal is in the best interests of the company and its shareholders. Our board has approved and declared advisable the adoption of the conversionextension proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE CONVERSIONEXTENSION
PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM
YOUR PUBLIC SHARES.

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TablePROPOSAL NO. 2 — THE NTA Requirement Amendment Proposal

Overview

This is a proposal to amend, by special resolution, the charter to allow the company to redeem public shares irrespective of Contentswhether such redemption would exceed the Redemption Limitation (as defined below). All shareholders are encouraged to read the proposed NTA requirement amendment proposal in its entirety for a more complete description of its terms. The text of the proposed special resolution is set forth below.

The NTA Requirement

Articles 49.2(b), 49.4 and 49.5 of the charter currently provide that the company shall not repurchase public shares in an amount that would cause the company’s net tangible assets to be less than US$5,000,001. We refer to this as the “Redemption Limitation.”

The purpose of this article was to ensure that, the company would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”).

The company is proposing to amend its charter to remove the NTA Requirement in order to allow the company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation. The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and the company believes that it may rely on another exclusion, which relates to it being listed on The Nasdaq Stock Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, the company intends to rely on the Exchange Rule to not be deemed a penny stock issuer.

Rule 419 blank check companies and “penny stock” issuers

As disclosed in the company’s IPO prospectus, because the net proceeds of the IPO were to be used to complete an initial business combination with a target business that had not been selected at the time of the IPO, the company may be deemed to be a “blank check company.” Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including the NTA Rule and the Exchange Rule. Historically, SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. Like many SPACs, the company included Articles 49.2(b), 49.4 and 49.5 in its charter in order to ensure that through the consummation of its initial business combination the company would not be considered a penny stock issuer and therefore not a blank check company if no other exemption from the rule was available.

Reliance on Rule 3a51-1(a)(2).

The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria set forth in the Exchange Rule. The company’s securities are listed on The Nasdaq Stock Market and have been so listed since the consummation of the IPO. The company believes that The Nasdaq Stock Market has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore rely on the Exchange Rule to avoid being treated as a penny stock. Therefore, the NTA Requirement is unnecessary so long as the company meets the requirements of the Exchange Rule.

Reasons for the Proposed NTA Requirement Amendment

Shareholders are being asked to adopt the NTA requirement amendment proposal which, in the judgment of the Board, may facilitate the extension and the consummation of an initial business combination. The charter limits the company’s ability to consummate an initial business combination, or to redeem public shares in connection with the extension or an initial business combination, if it would cause the company to have less than $5,000,001 in net tangible assets. The purpose of such limitation was initially to ensure that the public shares were not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act in the event that such public shares failed to be listed on an approved national securities exchange. If the NTA requirement amendment proposal is not approved and there are significant requests for redemption in connection with the extension such that following such redemptions, the company’s net tangible assets would be less than $5,000,001, the Redemption Limitation in the charter would prevent the company from being able to implement the extension. If that were to occur, the company would be forced to liquidate on the extended date.

Additionally, if the NTA requirement amendment proposal is not approved and there are significant requests for redemption in connection with consummation of an initial business combination, the Redemption Limitation in the charter would prevent the company from being able to consummate an initial business combination even if all other conditions to closing are met.

Vote Required for Approval

The approval of the NTA requirement amendment proposal requires a special resolution under the laws of the Cayman Islands, being a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy and entitled to vote thereon and who vote at the general meeting. Failure to vote by proxy or to vote oneself at the general meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the extension proposal.

As of the date of this proxy statement, the initial shareholders have agreed to vote any ordinary shares owned by them in favor of the NTA requirement amendment proposal. As of the date hereof, the initial shareholders own approximately 70.9% of the issued and outstanding ordinary shares and have not purchased any public shares, but may do so at any time.

Full Text of Resolutions

RESOLVED, as a special resolution, that, Article 49.2(b) of the Amended and Restated Memorandum of Association and Articles of Association of the Company be amended by the deletion of the words “, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases”.

RESOLVED, as a special resolution, that, Article 49.4 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be amended by the deletion of the words “, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination”.

RESOLVED, as a special resolution, that, Article 49.5 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be amended by the deletion of the words “The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY SHAREHOLDERS VOTE

“FOR” THE APPROVAL OF THE NTA REQUIREMENT AMENDMENT PROPOSAL.

PROPOSAL NO. 3 — The Directors Proposal

Nominees for Director

At the general meeting, two (2) Class I directors are up for re-election, with such directors to serve until the annual general meeting of shareholders in 2026 and until their respective successors have been elected and has qualified, or until their earlier resignation, removal or death, unless the term is otherwise fixed by a resolution of the holders of Class B ordinary shares, prior to the initial business combination, or a resolution of members, after the initial business combination.

Pursuant to our articles, our board is divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. The Class I directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, directors appointed to succeed those directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Our class I directors are David Tanzer and Asad Zafar, and their terms expire at this general meeting. Our class II director is Benjamin Rifkin, and his term expires at the annual general meeting in 2024. Our class III directors are Aemish Shah and Manpreet Singh, and their terms expire at the annual general meeting in 2025.

If for some unforeseen reason one or more of the nominees is not available as a candidate for director, the proxies may be voted for such other candidate or candidates as may be nominated by the Board.

The following table sets forth the positions and offices presently held with the company by each director, their age as of the record date. Proxies not marked to the contrary will be voted in favor of each such nominee’s election.

The following is a summary of the biographical information of our director-nominees:

David Tanzer has served as an independent director of the company since February 9, 2023. Currently, Mr. Tanzer is a manager for Mercury FundingCo., LLC since June 2019, an executive chairman of XGen Ai since March 2020, a board observer of Veransa Group since December 2021, and a board observer of Open Road Integrated Media since December 2021. From 2019 to 2020, Mr. Tanzer was the Chief Executive Officer at TBD Safety, LLC which sold personal emergency response system products. Prior to that, Mr. Tanzer was Chief Executive Officer at LifeShield, LLC which sold home security products from February 2017 to February 2018. In total, Mr. Tanzer has over 35 years of experience in senior operating roles and investing in and advising acquisition candidates and operating companies in industry sectors including media, B2B SaaS, sustainability, real estate and AI/machine learning. Mr. Tanzer has served on 10 boards, including Healthy Directions (an American Securities Capital Partners portfolio company), CurtCo Robb Media (GE Capital) and The Noodle Companies and its four operating subsidiaries. Mr. Tanzer has provided M&A consulting services to leading private equity firms including Blackstone Partners, Elevation Partners, Great Hill Partners, Insight Partners, Lee Equity Partners, Madison Dearborn, Warburg Pincus and Zelnick Media, as well as companies such as InterActiveCorp, NutriSystem, Publishers Clearinghouse, and Scholastic. Mr. Tanzer received his B.A. from Harvard College, graduating magna cum laude, and his MBA from Harvard Business School, where he was a Baker Scholar.

Asad Zafar has serve as an independent director of the company since February 9, 2023. From September 2021 to present, Mr. Zafar has worked as a Portfolio Manager at Vitol. Prior to that, Mr. Zafar worked as an analyst for Citadel Global Equities from July 2017 to August 2020. From March 2015 to July 2017, Mr. Zafar worked at Karlin Asset Management as managing director and portfolio manager. Throughout his career, Mr. Zafar has directly managed over $1 billion in equity portfolios. Mr. Zafar received his MBA from The Wharton School of the University of Pennsylvania where he was a Joseph H. Lauder fellow and a B.A. from Ohio Wesleyan University where he was a Presidential Scholar. Mr. Zafar holds the Chartered Financial Analyst (CFA) designation, Certified in Quantitative Finance (CQF) designation and CPIM (Certified in Product and Inventory Management) designation. 

The following is a summary of the biographical information of our other directors:

Aemish Shah has served as Chief Executive Officer and Chairman of the company since February 9, 2023. He has served as a director of the company since January 2021. Since January 2016, Mr. Shah has been the Co-Founder and Managing Partner of General Global Capital (“GenGlobal”), a growth state 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 sixteen 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. Mr. Shah began his career with Pricewaterhouse Coopers as a Senior Associate in the financial advisory practice. Mr. Shah graduated from Cornell University with a Bachelor of Science in Operations Research and Industrial Engineering.

Manpreet Singh, CFA, has served as Chief Financial Officer and a director of the company since February 9, 2023. From 2018 to the present, Mr. Singh has served as the CIO at Singh Capital Partners (“SCP”) where he is responsible for all investment decisions and operations. In 2006, Mr. Singh became one of the youngest CFA charter holders in the world and was profiled by the organization as its “Most Ambitious” member. He serves on the numerous public, non-profit and private company boards including Cemtrex (Nasdaq: CETX), Investcorp India Acquisition Corp (Nasdaq: IVCA), AcquCo, PartsAvatar, Oats Overnights, US Inspect, Snowball Industries, Shukr Investments, Suburban Hospital (John Hopkins Medicine) and Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park.

Benjamin Rifkin has served as an independent director of the Company since May 17, 2023. From July 2018 to present, Mr. Rifkin has been the Chief Executive Officer and President of Ten Eighty Capital, a diversified private investment firm based in Park City, UT. Previously, Mr. Rifkin served as President of Royal Street Investment & Innovation Center, leading strategic investment and business decisions. He was also a Venture Partner at Royal Street Ventures, a seed stage venture capital firm with offices in UT, CO, WI and MO. In these roles, Rifkin worked closely with private and public companies in the hospitality, virtual reality, consumer products, consumer internet and enterprise software industries. Mr. Rifkin also managed the Park City Angels as Executive Director leading membership, deal sourcing and diligence efforts. He helped open Park City’s first co-working space and incubator, PandoLabs, and also served as co-chair and emcee of Thin Air, a business leadership and innovation conference underwritten by the Park City Chamber of Commerce. Mr. Rifkin received a BA in English and Creative Writing from Dartmouth College.

We believe with their vast experience and complementary skillsets, our directors are well qualified to serve as members of our board.

Term of Office

If elected, the director-nominees will serve for a three-year term until the general meeting of shareholders in 2026 and until their respective successors have been elected and has qualified, or until their earlier resignation, removal or death.

Vote Required and Board of Directors’ Recommendation

Pursuant to our charter, prior to the closing of a business combination, only the holders of the Class B ordinary shares are entitled to vote on the directors proposal, and the holders of Class A ordinary shares shall have no right to vote on the appointment or removal of any director. For purposes of the election of directors, abstentions will not count as a vote cast at the general meeting and will have no effect on the outcome of the vote on any proposal.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE ABOVE DIRECTOR NOMINEES.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL

PERSONS

Founder Shares

On November 11, 2020, our sponsor paid an aggregate of $25,000 for certain expenses on behalf of the company in exchange for issuance of 5,750,000 founder shares. On February 1, 2021, the company declared a stock dividend with respect to the Class B ordinary shares such that 0.05 Class B ordinary shares were issued for every one share of Class B ordinary shares, resulting in an aggregate of 6,037,500 Class B ordinary shares outstanding. The initial shareholders agreed to forfeit up to an aggregate of 787,500 founder shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the founder shares would represent 70.9% of the company’s issued and outstanding shares after the IPO. On February 4, 2021, the underwriter fully exercised its over-allotment option; thus, these 787,500 founder shares were no longer subject to forfeiture. As approved by our shareholders at an extraordinary general meeting of shareholders held on March 16, 2023, on April 5, 2023, the sponsor elected to convert 6,037,499 Class B ordinary shares into Class A ordinary shares. Following such meetings and the redemptions related thereto and the conversion of the Class B ordinary shares, there are a total of 8,517,970 Class A ordinary shares and one Class B ordinary share issued and outstanding.

The initial shareholders agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of the initial business combination or (ii) the date following the completion of the initial business combination on which the company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, the founder shares will be released from the lockup.

Private Placement Warrants

Simultaneously with the closing of the IPO, the company consummated the private placement of 4,553,334 private placement warrants, at a price of $1.50 per private placement warrant with the sponsor, generating gross proceeds of approximately $6.8 million.

Each whole private placement warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the private placement warrants to the sponsor was added to the proceeds from the IPO held in the Trust Account. If the company does not complete an initial business combination within the combination period, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees.

The sponsor and the company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants until 30 days after the completion of the initial business combination.

If we do not complete an initial business combination within 24 months from the closing of the IPO, or the expiration of any subsequent extension, the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public shares, subject to the requirements of applicable law, and the private placement warrants will expire worthless.

Registration Rights

The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. The company will bear the expenses incurred in connection with the filing of any such registration statements.

Related Party Notes

On November 11, 2020, the sponsor agreed to loan the company up to $300,000 to be used for the payment of costs related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the IPO. As of February 4, 2021, the company borrowed $195,000 under the Note. The company repaid the Note in full on February 5, 2021.

In addition, in order to finance transaction costs in connection with an initial business combination, the sponsor, members of the company’s founding team or any of their affiliates may, but are not obligated to, loan the company funds as may be required (“Working Capital Loans”). If the company completes an initial business combination, the company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post initial business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. In connection with the shareholders’ approval of extending the date by which the company has to consummate an initial Business Combination from February 4, 2023 to September 4, 2023, the sponsor contributed to the company a first, second, third and fourth deposits of $100,000 each into the Trust Account on February 4, 2023, March 4, 2023, April 4, 2023 and May 4, 2023. As of [●], 2023, the company had borrowings of [●] under the Working Capital Loans.

Administrative Agreement

Commencing on the date that the company’s securities were first listed on Nasdaq through the earlier of consummation of the initial business combination and the liquidation, the company agreed to pay the sponsor a total of $30,000 per month for office space, administrative, financial and support services.

In addition, the sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the company’s behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. The company’s audit committee will review on a quarterly basis all payments that were made by us to the sponsor, directors, officers or the company’s or any of their affiliates.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner except that Forms 3, reporting initial ownership for Manpreet Singh, David Tanzer, Asad Zafar, and Joseph Tonnos were filed late. Mr. Tonnos served on the NRAC board of directors from February 9, 2023 until his resignation on March 15, 2023. Such resignation was not a result of disagreement with the company on any matter relating to its operations, policies or practices.

DIRECTOR INDEPENDENCE

Nasdaq listing rules require that a majority of our board of directors be independent within one year of our IPO. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have currently have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our board has determined that David Tanzer, Benjamin Rifkin, and Asad Zafar are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Number, Terms of Office and Election of Officers and Directors

Our board of directors consists of five members. Prior to our initial business combination, holders of our Class B ordinary shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our Class A ordinary shares will not have the right to vote on the appointment of directors during such time. These provisions of our charter may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting.

Pursuant to our articles, our board is divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. The Class I directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, directors appointed to succeed those directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Our class I directors are David Tanzer and Asad Zafar, and their terms expire at this general meeting. Our class II director is Benjamin Rifkin, and his term expires at the annual general meeting in 2024. Our class III directors are Aemish Shah and Manpreet Singh, and their terms expire at the annual general meeting in 2025.

Except as the statute or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, additional directors and any vacancies in the board of directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the articles), or by the sole remaining director.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Committees of the Board of Directors

Our board of directors has three standing committees — an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. We do not intend to rely on the phase-in schedules set forth in Nasdaq listing rule 5615(b)(1).

Audit Committee

The members of our audit committee are David Tanzer, Benjamin Rifkin, and Asad Zafar. Asad Zafar serves as chair of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that each of David Tanzer and Asad Zafar qualify as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

Compensation Committee

The members of our compensation committee are Asad Zafar, Benjamin Rifkin, and David Tanzer. Asad Zafar serves as chair of the compensation committee.

We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are David Tanzer, Benjamin Rifkin, and Asad Zafar. David Tanzer serves as chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Pursuant to our charter, prior to the closing of a business combination, the company may by ordinary resolution of the holders of the Class B ordinary shares appoint any person to be a director or remove any director, and the holders of Class A ordinary shares shall have no right to vote on the appointment or removal of any director.

SHAREHOLDER COMMUNICATIONS

Shareholders who wish to communicate with the Board or with specified members of the Board should do so by sending any communication to Northern Revival Acquisition Corporation, 4001 Kennett Pike, Suite 302, Wilmington, DE 19807; Attention: Secretary.

Any such communication should state the number of shares beneficially owned by the shareholder making the communication. Our Secretary will forward such communication to the full Board or to any individual member or members of the Board to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority to discard the communication or take appropriate legal action regarding the communication.

CODE OF ETHICS

We have adopted a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. We have filed a copy of our form of our Code of Ethics as an exhibit to our Annual Report on the form 10-K for the year ended December 31, 2022. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, we will provide a copy of the Code of Ethics without charge upon request. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

EXECUTIVE OFFICERS AND DIRECTOR COMPENSATION

None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $30,000 per month for office space, administrative, financial and support services. Other than as described herein, no compensation of any kind, including any finder’s fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential initial business combination.

Sponsor LLC Agreement

On December 31, 2020, each of our then directors (or their affiliates), officers and advisors together with certain third-party investors, including our anchor investor, entered into an amended and restated limited liability company agreement (the “Sponsor LLC Agreement”) of our sponsor, Northern Revival Sponsor LLC which was then known as Noble Rock Sponsor LLC. In connection with the provisions of a binding agreement that provides for the withdrawal or significant reduction in investment in the sponsor by certain existing investors and the resulting transfer of control of the sponsor, the sponsor changed its name to Northern Revival Sponsor LLC and Aemish Shah became the sole manager of the sponsor.

Pursuant to the Sponsor LLC Agreement, certain of our directors (or their affiliates), officers and advisors made capital contributions to our sponsor in exchange for membership interests in our sponsor in an aggregate amount of $25,000, with respect to the issuance of 6,037,500 of our founder shares to our sponsor. In addition, certain of our directors (or their affiliates), officers and the third-party investors, including our anchor investor, agreed to make certain at-risk capital contributions up to an aggregate amount of $6,830,000, the proceeds of which were used by our sponsor to purchase the private placement warrants. Such persons also agreed to make additional capital contributions to our sponsor upon request.

Upon or after the consummation of our initial business combination and as determined by members of our sponsor, our directors (or their affiliates), officers and advisors and the third-party investors are entitled to receive distributions of the assets of our sponsor in accordance with such persons’ then respective economic interests in our sponsor.

SHAREHOLDER PROPOSALS

Shareholders who wish to present proposals for inclusion in the company’s proxy materials for the next general meeting of Shareholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the shareholder proposals must be received by us at our principal executive office on or before [●]. Under SEC rules, you must have continuously held for at least one year prior to the submission of the proposal (and continue to hold through the date of the meeting) at least $2,000 in market value, or 1%, of our outstanding stock in order to submit a proposal which you seek to have included in the company’s proxy materials. We may, subject to SEC review and guidelines, decline to include any proposal in our proxy materials.

Shareholders who wish to make a proposal at the next general meeting, other than one that will be included in our proxy materials, must notify us no later than [●]. If a shareholder who wishes to present a proposal fails to notify us by [●], the proxies that management solicits for the meeting will confer discretionary authority to vote on the shareholder’s proposal if it is properly brought before the meeting.

OTHER BUSINESS

While the accompanying notice of general meeting of shareholders provides for the transaction of such other business as may properly come before the general meeting, the company has no knowledge of any matters to be presented at the general meeting other than those listed as Proposals 1, 2, 3, and 4, in the notice. However, the enclosed proxy gives discretionary authority in the event that any other matters should be presented.

ANNUAL REPORT

Upon written request to Secretary, Northern Revival Acquisition Corporation, 4001 Kennett Pike, Suite 302, Wilmington, DE 19807, we will provide without charge to each person requesting a copy of our 2022 Annual Report on Form 10-K, including the financial statements filed therewith. We will furnish a requesting shareholder with any exhibit not contained therein upon specific request.

PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL

Overview

The adjournment proposal, if adopted, will allow our board to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the name changeextension proposal, or the conversionNTA requirement amendment proposal, and the directors proposal. The adjournment proposal will only be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general meeting to approve the name change or conversionforegoing proposals, in which case the adjournment proposal will be the only proposal presented at the general meeting.

Consequences if the Adjournment Proposal is Not Approved

If the adjournment proposal is not approved by our shareholders, our board may not be able to adjourn the general meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the name change or conversionextension proposal.

Vote Required for Approval

Approval of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votesnon-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe each of the proposals constitutes a “non-discretionary”“non-discretionary” matter, and therefore, there will not be any broker non-votesnon-votes at the general meeting.

Full Text of Resolution

“RESOLVED,, as an ordinary resolution, that the adjournment of the general meeting to a later date or dates to be determined by the chairman of the general meeting, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.”

Recommendation of the Board

As discussed above, after careful consideration of all relevant factors, our board has determined that the adjournment proposal is in the best interests of the company and its shareholders. Therefore, if there are insufficient votes for, or otherwise in connection with, the approval of the name change and conversion proposals,extension proposal, our board will approve and declare advisable adoption of the adjournment proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT, IF PRESENTED, YOU VOTE “FOR”
THE ADJOURNMENT PROPOSAL.

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