NRACU Northern Rivival Acquisition Corporation

 

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

August 31, 2023

Date of Report (Date of earliest event reported)

 

NORTHERN REVIVAL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		001-39970		98-1566600
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4001 Kennett Pike, Suite 302 Wilmington, DE		19807
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (302) 338-9130

 

NOBLE ROCK ACQUISITION CORPORATION

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant		NRACU		Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share		NRAC		Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		NRACW		Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Northern Revival Acquisition Corporation (formerly known as Noble Rock Acquisition Corporation, the “Company”) held an annual general meeting of Shareholders (the “General Meeting”) at 3:00 p.m. on August 30, 2023 which was immediately adjourned upon commencement of the meeting. The General Meeting was subsequently reconvened on 2:00 p.m. Eastern Time on August 31, 2023 for the purposes of considering and voting upon:

 

●

a special resolution, to amend the company’s Amended and Restated Memorandum and Articles of Association (the “charter”) pursuant to an amendment to the charter in the form set forth in Annex A of the accompanying proxy statement, to extend the date by which the company may either (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination (the “initial business combination”), from September 4, 2023 to February 4, 2024 (such proposal the “extension proposal”) or such earlier date as determined by the board or (ii) cease its operations, except for the purpose of winding up if it fails to complete an initial business combination, and (iii) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the company (“Class A ordinary shares”), included as part of the units sold in the company’s initial public offering that was consummated on February 4, 2021 from September 4, 2023 to February 4, 2024 or such earlier date as determined by the board;

 

●

a special resolution, to amend the charter pursuant to an amendment to the charter in the form set forth in Annex B of the accompanying proxy statement, to remove the net tangible asset requirement from the charter in order to expand the methods that the company may employ so as not to become subject to the “penny stock” rules of the Securities and Exchange Commission (the “NTA requirement amendment proposal”);

 

●

an ordinary resolution, to elect two (2) Class I directors to serve until the annual general meeting in 2026 and until their respective successors have been duly elected and qualified or until his or her earlier resignation, removal or death (the “directors proposal”); and

 

●

an ordinary resolution, approve the adjournment of the general meeting to a later date or dates, if necessary, 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 extension proposal, the NTA requirement amendment proposal, and the directors proposal (the “adjournment proposal”), which will 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 foregoing proposals or as otherwise deemed necessary by the Chairman of the general meeting.

 

For more information on these proposals, please refer to the Company’s proxy statement dated August 16, 2023 (the “Proxy Statement”). The extension proposal, NTA requirement amendment proposal and directors proposal were approved by the shareholders at the General Meeting.

 

The form of the resulting amendments are filed as Exhibits 3.1 and 3.2 hereto and will be filed with the Cayman Islands Registrar of Companies but are effective upon the approval by shareholders on August 31, 2023.

 

The foregoing description of the extension proposal and NTA requirement amendment proposal are qualified in their entirety by the full text of these changes, which are filed as Exhibit 3.1 and Exhibit 3.2 hereto and incorporated herein by reference. The amendments to the Company’s charter will have an effective date of August 31, 2023.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The disclosure set forth in Item 5.03 above is incorporated into this Item 5.07 by reference.

 

As of August 1, 2023, the record date for the General Meeting, there 8,517,971 ordinary shares issued and outstanding, including (i) 8,517,970 Class A ordinary shares and (ii) 1 Class B ordinary share, entitled to vote at the Meeting. At the Meeting, there were 7,704,780 shares voted by proxy or in person, or approximately 90.45% of the shares issued and outstanding and entitled to vote at the General Meeting; therefore a quorum was present.

 

 

Shareholders voted to approve the extension proposal. The proposal received the following final voting results:

 

For		Against		Abstain
7,704,776		4		0

 

Shareholders voted to approve the NTA requirement amendment proposal. The proposal received the following final voting results:

 

For		Against		Abstain
7,704,776		4		0

 

Shareholders voted to approve the directors proposal. The proposal received the following final voting results:

 

Nominee		For		Withheld		Broker Non-votes
David Tanzer		1 Class B ordinary share		0		0
Asad Zafar		1 Class B ordinary share		0		0

 

The adjournment proposal was not presented to the shareholders because (as disclosed in the Proxy Statement) there were sufficient votes to approve the extension proposal, NTA requirement amendment proposal and directors proposal.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

No.		Name
3.1		Extension Amendment to Memorandum and Articles of Association
3.2		NTA requirement Amendment to Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 7, 2023

 

NORTHERN REVIVAL ACQUISITION CORPORATION
By:	/s/ Aemish Shah
Name:	Aemish Shah
Title:	Chief Executive Officer and Chairman

 

 

3

Exhibit 3.1

 

AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION OF NOBLE ROCK ACQUISITION CORPORATION

 

SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY

 

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 49.7 in its entirety and the insertion of the following language in its place:

 

“49.7 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 accordance with the Articles, the Company shall:

 

(a)

cease all operations except for the purpose of winding up;

 

(b)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(c)

as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

 

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 Business Combination or redeem 100 per cent of the Public Shares if 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 accordance with the Articles; or”

 

 

 

Exhibit 3.2

 

AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION OF NOBLE ROCK ACQUISITION CORPORATION

 

SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY

 

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”).”.

 

 

 

v3.23.2

Cover	Aug. 31, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39970
Entity Registrant Name	NORTHERN REVIVAL ACQUISITION CORPORATION
Entity Central Index Key	0001831964
Entity Tax Identification Number	98-1566600
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	4001 Kennett Pike
Entity Address, Address Line Two	Suite 302
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19807
City Area Code	302
Local Phone Number	338-9130
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	NOBLE ROCK ACQUISITION CORPORATION
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	NRACU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	NRAC
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	NRACW
Security Exchange Name	NASDAQ

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