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SEC Comment Letter 0000000000-24-011687 to NORTHERN REVIVAL ACQUISITION Corp (CIK 0001831964)

NORTHERN REVIVAL ACQUISITION Corp (CIK 0001831964)
Date: Oct. 17, 2024 · CIK: 0001831964 · Accession: 0000000000-24-011687

AI Filing Summary & Sentiment

File numbers found in text: 001-39970

Date
October 17, 2024
Author
Not clearly detected
Form
UPLOAD
Company
NORTHERN REVIVAL ACQUISITION Corp (CIK 0001831964)

Letter

October 17, 2024 Aemish Shah Chief Executive Officer Northern Revival Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re:Northern Revival Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed October 11, 2024 File No. 001-39970 Dear Aemish Shah: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe this comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Risk Factors, page 4 1.We note your disclosure on page 5 that Nasdaq has delisted the company's securities. Please revise your risk factor disclosure to clarify the current listing status of the company. Please also revise to describe the current material impacts of the delisting and listing on an over-the-counter market, such as the impact on liquidity, your ability to complete a business combination, and any impact to shareholders as a result of your securities no longer being "covered securities." We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

October 17, 2024 Page 2

Please contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551- 3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Ben Smolij, Esq.

Show Raw Text
October 17, 2024
Aemish Shah
Chief Executive Officer
Northern Revival Acquisition Corporation
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Re:Northern Revival Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed October 11, 2024
File No. 001-39970
Dear Aemish Shah:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
this comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 4
1.We note your disclosure on page 5 that Nasdaq has delisted the company's securities.
Please revise your risk factor disclosure to clarify the current listing status of the
company. Please also revise to describe the current material impacts of the delisting
and listing on an over-the-counter market, such as the impact on liquidity, your ability
to complete a business combination, and any impact to shareholders as a result of your
securities no longer being "covered securities."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

October 17, 2024
Page 2

            Please contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-
3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ben Smolij, Esq.