NRACU Northern Rivival Acquisition Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

 

	NOTIFICATION OF LATE FILING	SEC FILE NUMBER
		001-39970
		CUSIP NUMBER
		G6546R 127

  

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D Form N-CEN ☐ Form N-CSR

 

For Period Ended: December 31, 2023             

 

☐

Transition Report on Form 10-K

 

☐

Transition Report on Form 20-F

 

☐

Transition Report on Form 11-K

 

☐

Transition Report on Form 10-Q

 

For the Transition Period Ended: _______________

  

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I – REGISTRANT INFORMATION

 

Northern Revival Acquisition Corp.

Full Name of Registrant

 

Noble Rock Acquisition Corp.

Former Name if Applicable

 

4001 Kennett Pike, Suite 302

Address of Principal Executive Office (Street and Number)

  

Wilmington, DE 19807

City, State and Zip Code

 

 

PART II – RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2023 by the prescribed due date because it requires additional time to finalize its financial statements and disclosure to be included in such Form 10-K. As previously disclosed, the Registrant is a party to an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”) by and among the Registrant, Northern Revival Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Braiin Limited, an Australian public company limited by shares (“Braiin”), Braiin Holdings Ltd., a Cayman Islands exempted company (“PubCo”) and wholly owned subsidiary of Northern Revival, and certain Braiin shareholders (the “Braiin Supporting Shareholders”). In connection therewith, PubCo filed a Registration Statement on Form F-4 on January 2, 2024 and Amendment No. 1 to the Form F-4 on April 1, 2024. The time required to do such filings has delayed the Form 10-K finalization.

 

In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Form 10-K as soon as practicable. There can be no guarantee that the Company will file its Form 10-K on a timely basis, which could result in the Form 10-K not being filed within the 15 additional days provided by Rule 12b-25.

 

PART IV – OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

  

Manpreet Singh		302		338-9130
(Name)		(Area Code)		(Telephone Number)

  

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).	☒ Yes  ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?	☐ Yes  ☒  No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

Northern Revival Acquisition Corp.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 2, 2024	By:	/s/ Manpreet Singh
		Name:	Manpreet Singh
		Title:	Chief Financial Officer

  

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

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