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| CIK | 1831964 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northern Revival Acquisition Corp - Units (1 Ord Class A & 1/3 War)
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| May 5, 2025 |
Exhibit 3.1 FORM OF AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NORTHERN REVIVAL 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 insert |
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| May 5, 2025 |
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 May 2, 2025 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 incorpor |
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| May 2, 2025 |
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 May 1, 2025 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 incorpor |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 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, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| November 14, 2024 |
NRAC / Northern Revival Acquisition Corporation / Meteora Capital, LLC Passive Investment SC 13G 1 meteoranrac09302024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NORTHERN REVIVAL ACQUISITION Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this |
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| November 5, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NORTHERN REVIVAL 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 t |
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| November 5, 2024 |
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 November 4, 2024 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 inc |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| October 24, 2024 |
October 24, 2024 Catherine De Lorenzo Pam Howell Division of Corporation Finance Office of Technology U. |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 18, 2024 |
October 18, 2024 Catherine De Lorenzo Pam Howell Division of Corporation Finance Office of Technology U. |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| September 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NORTHERN REVIV |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NORTHERN REVI |
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| August 6, 2024 |
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 1, 2024 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 incor |
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| August 6, 2024 |
Extension Amendment to Memorandum and Articles of Association Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NORTHERN REVIVAL 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 t |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39970 NORTHERN REVIVAL ACQUISITION CO |
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| July 23, 2024 |
Description of the Company’s securities. Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2023, Northern Revival Acquisition Corporation (“we,” “our,” “us” or the “company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, (ii) Class |
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| July 23, 2024 |
Exhibit 97.1 NORTHERN REVIVAL ACQUISITION CORPORATION (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has |
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| July 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 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: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 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 ☐ Tran |
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| February 14, 2024 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / Cubist Systematic Strategies, LLC Passive Investment SC 13G/A 1 p24-0499sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northern Revival Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6546R101** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat |
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| February 13, 2024 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d771809dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Revival Acquisition Corporation (Name of Issuer) Common Shares (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| February 13, 2024 |
EX-99.A 2 d771809dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
EX-99.B 3 d771809dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 12, 2024 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / Vivaldi Asset Management, LLC Passive Investment SC 13G/A 1 schedule13ganrac021224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Noble Rock Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of t |
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| February 9, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 February 5, 2024 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 inc |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northern Revival Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement |
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| January 31, 2024 |
Extension Amendment to Memorandum and Articles of Association Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NORTHERN REVIVAL 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 t |
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| January 31, 2024 |
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 January 30, 2024 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 inc |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NORTHERN |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 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: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| October 5, 2023 |
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 October 1, 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 inco |
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| October 5, 2023 |
Exhibit 2.1 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of October 1, 2023 by and among NORTHERN REVIVAL ACQUISITION CORPORATION, as the Acquiror, BRAIIN LIMITED, as the Company, NORTHERN REVIVAL SPONSOR LLC, as the Sponsor, BRAIIN HOLDINGS LTD., as PubCo, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.01 D |
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| October 5, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 October 1, 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 inco |
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| October 5, 2023 |
Exhibit 2.1 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of October 1, 2023 by and among NORTHERN REVIVAL ACQUISITION CORPORATION, as the Acquiror, BRAIIN LIMITED, as the Company, NORTHERN REVIVAL SPONSOR LLC, as the Sponsor, BRAIIN HOLDINGS LTD., as PubCo, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.01 D |
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| September 7, 2023 |
NTA requirement Amendment to Memorandum and Articles of Association 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 Comp |
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| September 7, 2023 |
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 inco |
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| September 7, 2023 |
Extension Amendment to Memorandum and Articles of Association 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 fol |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NORTHERN REVIV |
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| August 30, 2023 |
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 30, 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 inco |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 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: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transiti |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| June 12, 2023 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 NORTHERN REVIVAL ACQUISITION CORPORATION (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NORTHERN REVI |
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| May 31, 2023 |
Exhibit 99 Northern Revival Acquisition Corporation Receives NASDAQ Notification of Noncompliance with Listing Rule 5250(c)(1) New York, New York – May 31, 2023 – Northern Revival Acquisition Corporation (NASDAQ: NRAC) announced today that on May 24, 2023, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of it not having timely filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “2023 Q1 10-Q”) with the Securities and Exchange Commission (“SEC”). |
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| May 31, 2023 |
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 May 24, 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 incorpo |
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| May 18, 2023 |
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 May 17, 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 incorpo |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 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: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| May 1, 2023 |
Indemnity Agreement, dated February 9, 2023, between the Company and Joseph Tonnos. Exhibit 10.15 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on February 9, 2023. Between: (1) Noble Rock Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands with the registered office at PO BOX 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands (the “Company”); and (2) Joe Tonnos (“Indemnitee”). Whereas: (A) Highly competen |
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| May 1, 2023 |
Indemnity Agreement, dated February 9, 2023, between the Company and Asad Zafar. Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on February 9, 2023. Between: (1) Noble Rock Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands with the registered office at PO BOX 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands (the “Company”); and (2) Asad Zafar (“Indemnitee”). Whereas: (A) Highly competen |
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| May 1, 2023 |
Indemnity Agreement, dated February 9, 2023, between the Company and David M. Tanzer. Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on February 9, 2023. Between: (1) Noble Rock Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands with the registered office at PO BOX 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands (the “Company”); and (2) David M. Tanzer (“Indemnitee”). Whereas: (A) Highly com |
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| May 1, 2023 |
Description of the Company’s securities. Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2022, Northern Revival Acquisition Corporation (“we,” “our,” “us” or the “company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, (ii) Class |
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| May 1, 2023 |
Indemnity Agreement, dated February 9, 2023, between the Company and Manpreet Singh. Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on February 9, 2023. Between: (1) Noble Rock Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands with the registered office at PO BOX 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands (the “Company”); and (2) Manpreet Singh (“Indemnitee”). Whereas: (A) Highly comp |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39970 NORTHERN REVIVAL ACQUISITION CO |
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| April 27, 2023 |
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 April 21, 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 98-1566660 (State or other jurisdiction of incor |
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| April 11, 2023 |
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 April 4, 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 98-1566660 (State or other jurisdiction of incorp |
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| April 3, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001 39970 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D CUSIP NUMBER ☐ Form N-CEN ☐ Form N-CSR G6546R 127 For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on F |
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| March 21, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of March 20, 2023 by and among NORTHERN REVIVAL Acquisition CorpORATION, as the Acquiror, BRAIIN LIMITED, as the Company, NORTHERN REVIVAL SPONSOR LLC, as the Sponsor, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 1.01 Definitions 2 1.02 Construction 16 1.03 Knowledge 17 Ar |
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| March 21, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Revival Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6546R101** (CUSIP Number) March 16, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| March 21, 2023 |
Exhibit 99.1 THIS PRESENTATION (TOGETHER WITH ORAL STATEMENTS MADE IN CONNECTION HEREWITH, THIS “PRESENTATION”) IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. THIS PRESENTATION HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN |
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| March 21, 2023 |
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 March 15, 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 incor |
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| March 21, 2023 |
Exhibit 99.2 Braiin Limited, a Leading Precision Agriculture Solutions and Analytics Services Company, Announces Plans to go public via Business Combination with Northern Revival Acquisition Corporation ● 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, |
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| March 21, 2023 |
Exhibit 10.5 Date: March 16, 2023 To: Northern Revival Acquisition Corporation (“Northern Revival” or “NRAC”) and Braiin Limited, an Australian public company limited by shares (“Target”). Address: c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and |
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| March 21, 2023 |
Exhibit 99.1 THIS PRESENTATION (TOGETHER WITH ORAL STATEMENTS MADE IN CONNECTION HEREWITH, THIS “PRESENTATION”) IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. THIS PRESENTATION HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN |
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| March 21, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| March 21, 2023 |
Exhibit 10.5 Date: March 16, 2023 To: Northern Revival Acquisition Corporation (“Northern Revival” or “NRAC”) and Braiin Limited, an Australian public company limited by shares (“Target”). Address: c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and |
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| March 21, 2023 |
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 March 15, 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 incor |
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| March 21, 2023 |
Exhibit 99.2 Braiin Limited, a Leading Precision Agriculture Solutions and Analytics Services Company, Announces Plans to go public via Business Combination with Northern Revival Acquisition Corporation ● 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, |
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| March 21, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of March 20, 2023 by and among NORTHERN REVIVAL Acquisition CorpORATION, as the Acquiror, BRAIIN LIMITED, as the Company, NORTHERN REVIVAL SPONSOR LLC, as the Sponsor, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 1.01 Definitions 2 1.02 Construction 16 1.03 Knowledge 17 Ar |
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| March 16, 2023 |
Exhibit 3.1 FORM OF 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 name of the Company is changed from Noble Rock Acquisition Corporation to Northern Revival Acquisition Corporation. |
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| March 16, 2023 |
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 March 16, 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 incor |
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| March 16, 2023 |
Exhibit 3.2 FORM OF 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 49.10 in its entirety and the insertion o |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| February 14, 2023 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 nrac20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Noble Rock Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th |
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| February 14, 2023 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / Vivaldi Asset Management, LLC - NRAC 13G Passive Investment SC 13G 1 schedule13gnrac2142023.htm NRAC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Noble Rock Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing |
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| February 13, 2023 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d440765dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Noble Rock Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of thi |
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| February 10, 2023 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 nrac20230131.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Noble Rock Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) January 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 9, 2023 |
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 February 9, 2023 Date of Report (Date of earliest event reported) NOBLE ROCK ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39970 98-1566600 (State or other jurisdiction of incorpora |
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| February 6, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 27, 2023 Date of Report (Date of earliest event reported) NOBLE ROCK ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39970 98-1566600 (State or other juris |
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| February 6, 2023 |
Extension Amendment to Memorandum and Articles of Association Exhibit 3.1 FORM OF 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 |
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| January 27, 2023 |
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 January 27, 2023 Date of Report (Date of earliest event reported) NOBLE ROCK ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39970 98-1566600 (State or other jurisdiction of incorpora |
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| January 27, 2023 |
Exhibit 3.1 FORM OF 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 |
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| January 25, 2023 |
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 January 24, 2023 Date of Report (Date of earliest event reported) NOBLE ROCK ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39970 98-1566600 (State or other jurisdiction of incorpora |
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| January 24, 2023 |
Financial Statements and Exhibits, Other Events 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 January 23, 2023 Date of Report (Date of earliest event reported) NOBLE ROCK ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39970 98-1566600 (State or other jurisdiction of incorpora |
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| January 24, 2023 |
Exhibit 99.1 Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 SUPPLEMENT TO PROXY STATEMENT DATED JANUARY 6, 2023 FOR EXTRAORDINARY GENERAL MEETING OF NOBLE ROCK ACQUISITION CORPORATION Dear Shareholders of Noble Rock Acquisition Corporation: You have previously received definitive proxy materials dated January 6, 2023 (the “Proxy Statement”) in connection with |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| January 6, 2023 |
DEF 14A 1 def14a0123noblerock.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Prelimin |
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| December 28, 2022 |
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 December 27, 2022 Date of Report (Date of earliest event reported) NOBLE ROCK ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39970 98-1566600 (State or other jurisdiction of incorpor |
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| November 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NOBLE ROC |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NOBLE ROCK ACQ |
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| August 5, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Noble Rock Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6546R101 (CUSIP Number) July 25, 2022 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NOBLE ROCK AC |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-39970 Noble Rock Acqu |
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| March 11, 2022 |
Description of the Company’s securities Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, Noble Rock Acquisition Corporation (“we,” “our,” “us” or the “company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, (ii) Class A ord |
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| February 14, 2022 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment SC 13G 1 d238238dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Noble Rock Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of thi |
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| February 14, 2022 |
KY:NRAC / NOBLE ROCK ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 nrac20211231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Noble Rock Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Noble Rock Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G6546R101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| February 11, 2022 |
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. EX-1 2 ea155132ex99-1noblerock.htm AGREEMENT OF JOINT FILING AS REQUIRED BY RULE 13D-1(K)(1) UNDER THE ACT Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this “Agreement”) is made and entered into as of this 11th day of February 2022, by and among Noble Rock Sponsor, LLC and Whitney A. Bower. The parties to this Agreement hereby acknowledge and agree that the foregoing statement |
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| February 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Noble Rock Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G6546R101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to de |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NOBLE ROC |
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| November 22, 2021 |
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 Date of Report (Date of earliest event reported): November 18, 2021 NOBLE ROCK ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39970 98-1566600 (State or other jurisdiction of incorpo |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-39970 NOTIFICATION OF LATE FILING 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: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NOBLE ROCK ACQ |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39970 NOBLE ROCK AC |
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| June 3, 2021 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 Date of Report (Date of earliest event reported): June 3, 2021 NOBLE ROCK ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001- 39970 98-1566600 (State or other jurisdiction (Commission (I |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-39970 NOTIFICATION OF LATE FILING 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: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans |
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| April 8, 2021 |
Indemnity Agreement, dated February 1, 2021, between the Company and David Habiger. EX-10.9 6 f10k2020ex10-9noblerock.htm INDEMNITY AGREEMENT, DATED FEBRUARY 1, 2021, BETWEEN THE COMPANY AND DAVID HABIGER Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 1, 2021. Between: (1) NOBLE ROCK ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, |
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| April 8, 2021 |
Indemnity Agreement, dated February 1, 2021, between the Company and Pete Low. Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 1, 2021. Between: (1) NOBLE ROCK ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Pete Low (?Indemnitee?). Whereas: (A) Highly competent p |
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| April 8, 2021 |
Indemnity Agreement, dated February 1, 2021, between the Company and Aemish Shah. Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 1, 2021. Between: (1) NOBLE ROCK ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Aemish Shah (?Indemnitee?). Whereas: (A) Highly compete |
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| April 8, 2021 |
Indemnity Agreement, dated February 1, 2021, between the Company and David Lang. EX-10.10 7 f10k2020ex10-10noblerock.htm INDEMNITY AGREEMENT, DATED FEBRUARY 1, 2021, BETWEEN THE COMPANY AND DAVID LANG Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 1, 2021. Between: (1) NOBLE ROCK ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, |
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| April 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-39970 Noble Rock Acqu |
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| April 8, 2021 |
Indemnity Agreement, dated February 1, 2021 , between the Company and Michael D. Alter. Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 1, 2021. Between: (1) NOBLE ROCK ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Michael D. Alter (?Indemnitee?). Whereas: (A) Highly com |
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| April 8, 2021 |
Description of the Company’s securities. Exhibit 4.1 DESCRIPTION OF SECURITIES As of December 31, 2020, Noble Rock Acquisition Corporation (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, (ii) Class A ord |
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| April 8, 2021 |
Indemnity Agreement, dated February 1, 2021, between the Company and Whitney A. Bower. Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 1, 2021. Between: (1) NOBLE ROCK ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Whitney A. Bower (?Indemnitee?). Whereas: (A) Highly com |
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| April 8, 2021 |
Code of Ethics and Business Conduct of Noble Rock Acquisition Corporation. EX-14.1 9 f10k2020ex14-1noblerock.htm CODE OF ETHICS AND BUSINESS CONDUCT OF NOBLE ROCK ACQUISITION CORPORATION. Exhibit 14.1 CODE OF ETHICS AND BUSINESS CONDUCT OF NOBLE ROCK ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of Noble Rock Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and |
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| March 31, 2021 |
NT 10-K 1 ea138643-nt10knoblerockasq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-39970 CUSIP Number: G6546R 127 NOTIFICATION OF LATE FILING (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, 2020 ☐ Transition Report on Form 10-K |
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| March 24, 2021 |
EX-99.1 2 ea138261ex99-1noblerock.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Noble Rock Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing March 25, 2021 WILMINGTON, DE, March 24, 2021 — Noble Rock Acquisition Corporation (Nasdaq: NRACU) (the “Company”) today announced that, commencing March 25, 2021, holders of the un |
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| March 24, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea138261-8knoblerock.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): March 24, 2021 Noble Rock Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39970 98-1566 |
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| February 11, 2021 |
Noble Rock Acquisition Corporation SC 13G 1 p21-0646sc13g.htm NOBLE ROCK ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Noble Rock Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G6546R127** (CUSIP Number) February 4, 2021 (Date of Event Which Requir |
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| February 10, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea134863-8knoblerock.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): February 4, 2021 Noble Rock Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39970 98-15 |
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| February 10, 2021 |
NOBLE ROCK ACQUISITION CORPORATION Exhibit 99.1 NOBLE ROCK ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Noble Rock Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of Noble Rock Acqu |
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| February 4, 2021 |
Noble Rock Acquisition Corporation Announces Closing of $241.5 Million Initial Public Offering EX-99.2 11 ea134623ex99-2noble.htm PRESS RELEASE, DATED FEBRUARY 4, 2021. Exhibit 99.2 Noble Rock Acquisition Corporation Announces Closing of $241.5 Million Initial Public Offering WILMINGTON, DE – Noble Rock Acquisition Corporation (the “Company”) announced today that it closed its initial public offering of 24,150,000 units, which included the full exercise of the underwriters’ over-allotment o |
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| February 4, 2021 |
EX-1.1 2 ea134623ex1-1noble.htm UNDERWRITING AGREEMENT, DATED FEBRUARY 1, 2021, AMONG THE COMPANY, STIFEL, NICOLAUS & COMPANY, INCORPORATED, OPPENHEIMER & CO. INC AND WILLIAM BLAIR & COMPANY, L.L.C. Exhibit 1.1 NOBLE ROCK ACQUISITION CORPORATION 21,000,000 Units Units, each consisting of one (1) share of Class A ordinary share, $0.0001 par value, and one-third of one warrant Underwriting Agreement |
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| February 4, 2021 |
Noble Rock Acquisition Corporation Announces Pricing of Upsized $210 Million Initial Public Offering Exhibit 99.1 Noble Rock Acquisition Corporation Announces Pricing of Upsized $210 Million Initial Public Offering WILMINGTON, DE, February 1st, 2021 — Noble Rock Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 21,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symbol |
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| February 4, 2021 |
Administrative Services Agreement, dated February 1, 2021, between the Company and the Sponsor. EX-10.4 8 ea134623ex10-4noble.htm ADMINISTRATIVE SERVICES AGREEMENT, DATED FEBRUARY 1, 2021, BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.4 Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 February 1, 2021 Noble Rock Sponsor LLC 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Ser |
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| February 4, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is made and entered into by and among Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and any other parties listed on the signature page |
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| February 4, 2021 |
EX-10.2 6 ea134623ex10-2noble.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, FEBRUARY 1, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 1, 2021, by and between Noble Rock Acquisition Corporation, a Cayman Islands exempte |
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| February 4, 2021 |
Sponsor Warrants Purchase Agreement, dated February 1, 2021, between the Company and the Sponsor. Exhibit 10.5 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 1, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”). WHEREAS: The |
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| February 4, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea134623-8knoblerock.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): February 1, 2021 Noble Rock Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39970 98-15 |
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| February 4, 2021 |
Exhibit 10.1 February 1, 2021 Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Noble Rock Acquisition Corporation, |
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| February 4, 2021 |
EX-4.1 4 ea134623ex4-1noble.htm WARRANT AGREEMENT, DATED FEBRUARY 1, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT Exhibit 4.1 WARRANT AGREEMENT NOBLE ROCK ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 1, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated February 1, 2021, is by and between Noble Rock Acquisiti |
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| February 4, 2021 |
Amended and Restated Memorandum and Articles of Association of the Company. EX-3.1 3 ea134623ex3-1noble.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY Exhibit 3.1 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NOBLE ROCK ACQUISITION CORPORATION (adopted by special resolution dated December 23, 2020 and effective on February 1, 2021) THE COMPANI |
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| February 3, 2021 |
$210,000,000 Noble Rock Acquisition Corporation 21,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252055 and 333-252635 PROSPECTUS $210,000,000 Noble Rock Acquisition Corporation 21,000,000 Units Noble Rock Acquisition Corporation is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar b |
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| February 1, 2021 |
- FOR REGISTRATION OF CERTAIN CLASSES 8-A12B 1 ea133769-8a12bnoblerock.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Noble Rock Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1566600 (State o |
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| February 1, 2021 |
S-1MEF 1 ea133767-s1mefnoblerock.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on February 1, 2021. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Noble Rock Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 67 |
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| January 22, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders EX-10.4 9 fs12021a1ex10-4noblerock.htm FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LL |
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| January 22, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil |
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| January 22, 2021 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and Noble Rock Sponsor LLC Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”). WHEREAS: The Compan |
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| January 22, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NOBLE ROCK ACQUISITION CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A Ordinary Share, par value $0.0001 per |
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| January 22, 2021 |
Form of Underwriting Agreement Exhibit 1.1 NOBLE ROCK ACQUISITION CORPORATION 20,000,000 Units Units, each consisting of one (1) share of Class A ordinary share, $0.0001 par value, and one-third of one warrant Underwriting Agreement [●], 2021 Underwriting Agreement [●], 2021 Stifel, Nicolaus & Company, Incorporated Oppenheimer & Co. Inc. William Blair & Company, L.L.C. as representatives of the Underwriters co/ Stifel, Nicolaus |
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| January 22, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT NOBLE ROCK ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, |
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| January 22, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021. Between: (1) NOBLE ROCK ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) [●] (“Indemnitee”). Whereas: (A) Highly competent persons have |
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| January 22, 2021 |
EX-10.2 7 fs12021a1ex10-2noblerock.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND ITS DIRECTORS AND OFFICERS AND NOBLE ROCK SPONSOR LLC Exhibit 10.2 [●], 2021 Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting |
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| January 22, 2021 |
S-1/A 1 fs12021a1noblerockacq.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on January 22, 2021. Registration No. 333-252055 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Noble Rock Acquisition Corporation (Exact name of registrant as specified in its |
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| January 12, 2021 |
EX-99.1 19 fs12020ex99-1noblerock.htm CONSENT OF MICHAEL D. ALTER Exhibit 99.1 Consent of Michael D. Alter In connection with the filing by Noble Rock Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursu |
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| January 12, 2021 |
Exhibit 10.8 Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 [●], 2021 Noble Rock Sponsor LLC 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between Noble Rock Acquisition Corporation (the “Company”) and Noble Rock Sponsor LLC (the “Pr |
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| January 12, 2021 |
Promissory Note, dated November 11, 2020, issued to Noble Rock Sponsor LLC EX-10.1 9 fs12020ex10-1noblerock.htm PROMISSORY NOTE Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY |
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| January 12, 2021 |
EX-10.7 15 fs12020ex10-7noblerock.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021. Between: (1) NOBLE ROCK ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and ( |
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| January 12, 2021 |
EX-4.1 4 fs12020ex4-1noblerock.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NOBLE ROCK ACQUISITION CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consis |
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| January 12, 2021 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and Noble Rock Sponsor LLC Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”). WHEREAS: The Compan |
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| January 12, 2021 |
EX-99.3 21 fs12020ex99-3noblerock.htm CONSENT OF DAVID LANG Exhibit 99.3 Consent of DAVID LANG In connection with the filing by Noble Rock Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule |
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| January 12, 2021 |
EX-99.5 23 fs12020ex99-5noblerock.htm CONSENT OF AEMISH SHAH Exhibit 99.5 Consent of AEMISH SHAH In connection with the filing by Noble Rock Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rul |
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| January 12, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto |
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| January 12, 2021 |
EX-10.5 13 fs12020ex10-5noblerock.htm SUBSCRIPTION AGREEMENT Exhibit 10.5 NOBLE ROCK ACQUISITION CORPORATION 4001 Kennett Pike, Suite 302, Wilmington, DE 19807 USA November 11, 2020 Noble Rock Sponsor LLC 4001 Kennett Pike Suite 302 Wilmington, DE 19807 United States RE: Securities Subscription Agreement Ladies and Gentlemen: Noble Rock Acquisition Corporation, a Cayman Islands exempted company (t |
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| January 12, 2021 |
S-1 1 fs12020noblerockacq.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on January 12, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Noble Rock Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 |
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| January 12, 2021 |
Form of Amended and Restated Memorandum and Articles of Association EX-3.2 3 fs12020ex3-2noblerock.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NOBLE ROCK ACQUISITION CORPORATION (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2020 Revision) OF THE CAY |
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| January 12, 2021 |
Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF NOBLE ROCK ACQUISITION CORPORATION Auth Code: H85118583869 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF NOBLE ROCK ACQUISITION CORPORATION 1 The name of the Company is Noble Rock A |
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| January 12, 2021 |
EX-99.4 22 fs12020ex99-4noblerock.htm CONSENT OF PETE LOW Exhibit 99.4 Consent of Pete LOW In connection with the filing by Noble Rock Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 |
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| January 12, 2021 |
EX-10.2 10 fs12020ex10-2noblerock.htm FORM OF LETTER AGREEMENT Exhibit 10.2 [●], 2021 Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered |
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| January 12, 2021 |
EX-10.3 11 fs12020ex10-3noblerock.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corpora |
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| January 12, 2021 |
Exhibit 99.2 Consent of DAVID HABIGER In connection with the filing by Noble Rock Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to |
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| January 12, 2021 |
Specimen Class A Ordinary Share Certificate EX-4.2 5 fs12020ex4-2noblerock.htm SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NOBLE ROCK ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF NOBLE |
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| January 12, 2021 |
Form of Code of Ethics and Business Conduct EX-14 17 fs12020ex14noblerock.htm FORM OF CODE OF ETHICS Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF NOBLE ROCK ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of Noble Rock Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, off |
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| January 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 6 fs12020ex4-4noblerock.htm FORM OF WARRANT AGREEMENT Exhibit 4.4 WARRANT AGREEMENT NOBLE ROCK ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company |
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| December 4, 2020 |
As submitted confidentially with the U.S. Securities and Exchange Commission on December 3, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER T |
