SEC Comment Letter 0000000000-24-011857 to NORTHERN REVIVAL ACQUISITION Corp (CIK 0001831964)
NORTHERN REVIVAL ACQUISITION Corp (CIK 0001831964)
Date: Oct. 23, 2024 · CIK: 0001831964 · Accession: 0000000000-24-011857
AI Filing Summary & Sentiment
File numbers found in text: 001-39970
Letter
October 23, 2024 Aemish Shah Chief Executive Officer Northern Revival Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re:Northern Revival Acquisition Corporation Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed October 18, 2024 File No. 001-39970 Dear Aemish Shah: We have reviewed your October 18, 2024 response to our comment letter 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. Unless we note otherwise, any references to a prior comment are to the comment in our October 17, 2024, letter. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Supplement No. 1 to the Preliminary Proxy Statement, page 1 1.We acknowledge your revisions made in response to our prior comment. Please further revise to describe the current material impacts and consequences of the delisting. For example, we note you have removed the risk factor disclosure describing the risk of being determined to be a "penny stock." Please add back such disclosure and clearly discuss the consequences of that designation or advise why such disclosure is not required. See Exchange Act Rule 240.3a51-1. Please also disclose that as a result of the delisting you may no longer be attractive as a merger partner, disclose any potential impact on your ability to complete an initial business combination, and provide additional disclosure on the impact on securities holders due to your securities no longer being considered “covered securities.”
October 23, 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.
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October 23, 2024
Aemish Shah
Chief Executive Officer
Northern Revival Acquisition Corporation
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Re:Northern Revival Acquisition Corporation
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed October 18, 2024
File No. 001-39970
Dear Aemish Shah:
We have reviewed your October 18, 2024 response to our comment letter 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.
Unless we note otherwise, any references to a prior comment are to the comment in our
October 17, 2024, letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Supplement No. 1 to the Preliminary Proxy Statement, page 1
1.We acknowledge your revisions made in response to our prior comment. Please
further revise to describe the current material impacts and consequences of the
delisting. For example, we note you have removed the risk factor disclosure
describing the risk of being determined to be a "penny stock." Please add back such
disclosure and clearly discuss the consequences of that designation or advise why
such disclosure is not required. See Exchange Act Rule 240.3a51-1. Please also
disclose that as a result of the delisting you may no longer be attractive as a merger
partner, disclose any potential impact on your ability to complete an initial business
combination, and provide additional disclosure on the impact on securities holders due
to your securities no longer being considered “covered securities.”
October 23, 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.