- Braiin Limited, an Australia-based company 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, has entered into a
business combination agreement with Northern Revival Acquisition
Corporation (NRAC).
- Combined company transaction is expected to be valued at
approximately $215 million, assuming no redemptions of current NRAC
public shareholders, with the proposed business combination
expected to be completed in Q2 or Q3 of 2023. Braiin is revenue and
EBITDA positive and is positioned for growth.
- Prior to entering into the business combination agreement, NRAC
signed a forward purchase agreement for up to 2.5 million shares
with Meteora Special Opportunity Fund I, LP, Meteora Select Trading
Opportunities Master, LP, and Meteora Capital Partners, LP
(collectively, “Meteora”). Entities and funds managed by Meteora
own equity interests in NRAC’s sponsor. Based on a $10.00 price,
the 2.5 million shares would be valued at approximately $25
million
Northern Revival Acquisition Corporation (NASDAQ: NRAC)
(“NRAC”), a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, or similar business combination with
one or more businesses, announced today that it has entered into a
business combination agreement (the “BCA”) with Braiin Limited
(“Braiin”), a multi-faceted agricultural technology company with
differentiated technologies and capabilities that dynamically
address high growth market trends across the agriculture
ecosystem.
Braiin provides a precision agriculture technology platform that
revolutionizes traditional farm management through automation,
insights, and connectivity, operating in three key divisions that
provide connectivity infrastructure, drones, imagery, analytics,
and actionable productivity recommendations to farms:
- Internet of Things (IoT): The remoteness of most
agriculture locations often poses a significant challenge for
clients who need reliable wireless connectivity solutions. With the
increasing demand for IoT connectivity in these industries,
Braiin’s technology offers a comprehensive solution for customers
seeking IoT functionality and reporting capabilities.
- Robotics: Agricultural drones are deployed, enabling
farms to increase productivity leading to higher crop yields and
healthier crops. Braiin is the first company to be certified in any
country to operate fully autonomous aerial robots for crop
spraying.
- Software: Software and artificial intelligence/machine
learning (AI/ML) technologies that improve supply chain
transparency, speed up payment processes, and reduce critical
business challenges such as fraud and corruption.
As farmers’ margins are being challenged from all angles -
rising costs and falling margins, Braiin’s integrated platform
allows farmers to drive increased yields. The core technology helps
improve yields by an estimated 20-25% by mapping the landscape,
monitoring microclimates, and automating cultivation.
The company currently has over 300 employees and offices in six
countries.
A commitment to ESG values
- Lower Water Usage and Soil Preservation: Human
activities leave soil vulnerable to erosion, with an estimated 80%
of croplands expected to experience water scarcity. Braiin’s IoT
sensor and drone technology can reduce water usage by up to 85% and
fertilizer usage by up to 50% by observing crops and their
environment and applying them to only areas in need.
- Reduce Health Hazards and Ensure Worker Safety: Using
our drone technology to spray crops can reduce farm workers’ health
risks from bronchial asthma, cancer, kidney failure, and
musculoskeletal problems due to backpack spraying of chemicals by
moving workers to safer jobs like crop harvesting, tilling, etc.
that reduce or eliminate their exposure
- Environment Friendly: Our environmentally friendly
rechargeable battery electric drones replace gasoline-powered
sprayers and other fossil-fuel-burning machines, substantially
reducing carbon emissions where they are operated.
Management Comments
Natraj Balasubramanian, Chief Executive Officer of Braiin,
remarks, “Partnering with Northern Revival Acquisition Corporation
is a major milestone in our company’s development. This business
combination and entry into the public markets will allow us access
to a much larger pool of capital and increase awareness and
adoption of our products and services to expand the practice of
precision agriculture around the world.”
Aemish Shah, Chairman and CEO of NRAC, said: “Braiin is driving
agriculture to the future by leveraging AI/ML to improve outcomes
that aid farmers. Braiin’s strong and profitable revenue growth
gives credence to the power of its technology to move the
agriculture industry forward.”
Transaction Overview
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. The pro
forma value of the combined company is expected to be approximately
$215 million.
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.
About Northern Revival Acquisition Corp. (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
About Braiin
Braiin is a multi-faceted 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.
The United Nations estimates that the world’s population will
increase by 2.2 billion people by 2050. As a result, the world
faces the challenge of growing more food on existing farms, as
there is limited new land suitable for agricultural cultivation.
The United Nations estimates that yields will need to increase
significantly in the next 30 years to feed the estimated 10 billion
people, a daunting task without a technological leap. Braiin is
ideally positioned to help address this challenge.
Braiin is led by its Co-Founder and Chief Executive Officer
Natraj Balasubramanian, and its Co-Founder, and Chief Technical
Officer, Darren McVean
To learn more, visit: https://www.braiin.com/
Advisors
Loeb & Loeb LLP is serving as legal advisor to NRAC, and
Winston & Strawn LLP is serving as legal advisor to Braiin.
Additional Information and Where to Find It
In connection with the BCA and the proposed Transaction, NRAC
intends to file with the U.S. Securities and Exchange Commission
(the “SEC”) a Registration Statement on Form F-4, which will
include a document that serves as a proxy statement of NRAC,
referred to as a proxy statement/prospectus relating to the
proposed Transaction. This communication is not intended to be, and
is not, a substitute for the proxy statement or any other document
that NRAC has filed or may file with the SEC in connection with the
proposed Transaction. NRAC’s shareholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus filed in connection with the proposed
Transaction, as these materials will contain important information
about NRAC, Braiin, the BCA, and the proposed Transaction. When
available, the definitive proxy statement/prospectus and other
relevant materials for the proposed Transaction will be mailed to
shareholders of NRAC as of a record date to be established for
voting on the proposed Transaction. Before making any voting or
investment decision, investors and shareholders of NRAC are urged
to carefully read the entire proxy statement, when they become
available, and any other relevant documents filed with the SEC, as
well as any amendments or supplements to these documents, because
they will contain important information about the proposed
Transaction. NRAC investors and shareholders will also be able to
obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to:
Northern Revival Acquisition Corporation, 4001 Kennett Pike,
Suite 302 Wilmington, DE 19807
Participants in the Solicitation
NRAC and Braiin and their respective directors, executive
officers, other members of management and employees may be deemed
participants in the solicitation of proxies from NRAC’s
shareholders with respect to the proposed Transaction. Investors
and security holders may obtain more detailed information regarding
the names and interests in the proposed Transaction of NRAC’s
directors and officers in NRAC’s filings with the SEC, including,
when filed with the SEC, the preliminary proxy statement/prospectus
and the amendments thereto, the definitive proxy
statement/prospectus, and other documents filed with the SEC. Such
information with respect to Braiin’s directors and executive
officers will also be included in the proxy
statement/prospectus.
No Offer or Solicitation
This press release is not a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed Transaction and will not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor will 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.
Forward-Looking Statements
This press release contains certain statements that are not
historical facts and are forward-looking statements within the
meaning of the federal securities laws with respect to the proposed
Transaction between NRAC and Braiin, including without limitation
statements regarding the anticipated benefits of the proposed
Transaction, the anticipated timing of the proposed Transaction,
the implied enterprise value, future financial condition and
performance of Braiin and the combined company after the closing
and expected financial impacts of the proposed Transaction, the
satisfaction of closing conditions to the proposed Transaction, the
level of redemptions of NRAC’s public shareholders and the
products, services, markets and expected future performance and
market opportunities of Braiin. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,”
“future,” “opportunity,” “potential,” “plan,” “seeks,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions, but the absence of these words
does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many factors could cause actual future
events to differ materially from the forward-looking statements in
this communication, including but not limited to: (i) the risk that
the proposed transaction may not be completed in a timely manner or
at all (ii) the failure to satisfy the conditions to the
consummation of the proposed transaction; (iii) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the BCA; (iv) the failure to achieve the minimum
amount of cash available following any redemptions by NRAC’s
shareholders; (v) the failure to meet The Nasdaq Capital Market’s
initial listing standards in connection with the consummation of
the proposed transaction; (vi) the effect of the announcement or
pendency of the proposed transaction on Braiin’s business
relationships, operating results, and business generally; (vii)
risks that the proposed transaction disrupts current plans and
operations of Braiin; (viii) the outcome of any legal proceedings
that may be instituted against Braiin or against NRAC related to
the BCA or the proposed transaction; (ix) changes in the markets in
which Braiin competes, including with respect to its competitive
landscape, technology evolution, or regulatory changes; (x) changes
in domestic and global general economic conditions; (xi) risk that
Braiin may not be able to execute its growth strategies; (xii)
risks related to the ongoing COVID-19 pandemic and response,
including supply chain disruptions; (xiii) risk that Braiin may not
be able to develop and maintain effective internal controls; (xiv)
costs related to the proposed transaction and the failure to
realize anticipated benefits of the proposed transaction or to
realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions; (xv)
the ability to recognize the anticipated benefits of the proposed
transaction and to achieve its commercialization and development
plans, and identify and realize additional opportunities, which may
be affected by, among other things, competition, the ability of
Braiin to grow and manage growth economically and hire and retain
key employees; (xvi) the risk that Braiin may fail to keep pace
with rapid technological developments to provide new and innovative
products and services or make substantial investments in
unsuccessful new products and services; (xvii) the risk that Braiin
will need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; (xviii)
the risk that BRAIIN, post-combination, experiences difficulties in
managing its growth and expanding operations; (xix) the risk of
product liability or regulatory lawsuits or proceedings relating to
Braiin’s business; (xx) the risk of cyber security or foreign
exchange losses; (xxi) the risk that Braiin is unable to secure or
protect its intellectual property; and (xxiii) those factors
discussed in NRAC’s filings with the SEC and that will be contained
in the proxy statement/prospectus relating to the proposed
transaction.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that will be described in the “Risk Factors” section
of the preliminary proxy statement/prospectus and the amendments
thereto, the definitive proxy statement, and other documents to be
filed by NRAC from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and while Braiin and NRAC may elect to update these forward-looking
statements at some point in the future, they assume no obligation
to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable law. Neither Braiin nor NRAC gives any
assurance that Braiin or NRAC, or the combined company, will
achieve its expectations. These forward-looking statements should
not be relied upon as representing NRAC’s or Braiin’s assessments
as of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20230321005514/en/
INVESTOR CONTACT: investorrelations@nraccorp.com
MEDIA CONTACT: Rick Keating rjk@keatingco.com 212 925 6900
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