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~~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 incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4001 Kennett Pike, Suite 302

Wilmington, DE

19807

(Address of Principal Executive Offices)

(Zip Code)

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

NOBLE ROCK ACQUISITION CORPORATION

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act

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

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

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

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

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

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

Emerging growth company ☒

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

Item 35.0103. ~~Notice~~Amendments ~~of Delisting or Failure~~ to ~~Satisfy~~Articles aof ~~Continued~~Incorporation ~~Listing Rule~~ or ~~Standard~~Bylaws; ~~Transfer~~Change ofin ~~Listing.~~Fiscal Year

~~On February 5, 2024,~~ Northern Revival Acquisition Corporation (~~the~~formerly known ~~“Company”)~~as ~~received~~Noble aRock ~~written~~Acquisition ~~notice~~Corporation, (the “~~Notice~~Company”) ~~from~~ ~~the~~held ~~Listing~~an ~~Qualifications~~extraordinary ~~Department~~general meeting of ~~The~~Shareholders ~~Nasdaq Stock Market LLC~~ (the “~~Nasdaq~~General Meeting”) ~~indicating~~at ~~that~~11:00 ita.m. ~~was~~on noAugust ~~longer~~1, ~~in compliance~~2024 ~~with~~for the ~~Nasdaq~~purposes ~~Listing~~of ~~Rules~~considering ~~(the~~and ~~“Rules”).~~voting upon:

~~In the~~● ~~Notice~~a special resolution, ~~Nasdaq~~to ~~advised~~amend the ~~Company~~company’s ~~that,~~Amended and Restated Memorandum and Articles of Association (the “charter”) pursuant to ~~Rule~~an ~~IM-5101-2~~amendment to the charter in the form set forth in Annex A of the accompanying proxy statement, to extend the date by which the company may either (i) consummate a ~~special~~merger, ~~purpose~~share exchange, asset acquisition, ~~company~~share purchase, reorganisation or similar business combination (the “~~SPAC~~initial business combination”), ~~must complete~~from ~~one~~August or4, ~~more~~2024 ~~business~~to ~~combinations~~November ~~within~~4, 362024 ~~months~~(such ofproposal the ~~effectiveness~~“extension ofproposal”) ~~the~~or ~~SPAC’s~~such ~~initial~~earlier ~~public~~date ~~offering.~~as ~~Since~~determined by the ~~Company’s~~ ~~registration~~board ~~statement~~or ~~became~~(ii) ~~effective~~cease onits ~~February 2~~operations, ~~2021,~~except itfor ~~was~~the ~~required~~purpose of winding up if it fails to complete ~~its~~an initial business combination by, noand ~~later~~(iii) ~~than~~redeem ~~February~~all 2of the Class A ordinary shares, ~~2024~~par value $0.0001 ~~Such~~per ~~rule~~share, ~~also~~of ~~provides~~the ~~that~~company if(“Class ~~the~~A ~~Company~~ordinary ~~does~~shares”), ~~not~~included ~~comply~~as ~~with~~part of the ~~above~~units ~~requirement,~~sold ~~Nasdaq~~in ~~will issue~~the acompany’s ~~Staff~~initial ~~Delisting~~public ~~Determination~~offering ~~under~~that ~~Rule~~was ~~5810~~consummated on February 4, 2021 from August 4, 2024 to ~~delist~~November ~~the~~4, ~~Company’s~~2024 ~~securities.~~or such earlier date as determined by the board;

~~Accordingly~~● an ordinary resolution, ~~Nasdaq~~ ~~has~~approve ~~advised~~the adjournment of the ~~Company~~general ~~that~~meeting ~~its~~to ~~securities~~a ~~will~~later bedate ~~delisted~~or ~~from~~dates, ~~The~~if ~~Nasdaq~~necessary, ~~Stock~~to ~~Market~~permit further solicitation and, ~~unless~~vote of proxies in the ~~Company~~event ~~requests~~that ~~an appeal~~there ofare ~~such~~insufficient ~~determination~~votes for, ~~its~~or ~~securities~~otherwise ~~will~~in beconnection ~~suspended~~with, ~~from~~the ~~trading~~approval of the extension proposal (the “adjournment proposal”), which will be presented at the ~~opening~~general ofmeeting ~~business~~if, based on ~~February~~the 14tabulated votes, ~~2024~~there ~~and~~are anot ~~Form 25-NSE~~sufficient ~~will~~votes beat ~~filed~~the ~~with~~time of the ~~Securities~~general ~~and~~meeting ~~Exchange~~to ~~Commission~~approve ~~removing~~ the ~~Company’s~~foregoing ~~securities~~proposal ~~from~~or ~~listing~~as ~~and~~otherwise ~~registration on~~deemed necessary by the ~~Nasdaq~~chairman ~~Stock~~of ~~Market~~the general meeting.

~~The~~For ~~Company~~more ~~plans~~information toon ~~appeal~~these ~~the~~proposals, ~~staff’s~~please ~~delisting~~refer ~~determination~~to bythe ~~requesting~~Company’s aproxy ~~hearing~~statement ~~with~~dated aAugust ~~Nasdaq~~1, ~~Hearings~~2024 ~~Panel~~(the ~~pursuant~~“Proxy toStatement”). ~~the~~The ~~procedures~~extension ~~set~~proposal ~~forth~~was approved inby the ~~Nasdaq~~shareholders ~~Listing Rule~~at ~~5800~~the ~~Series~~General Meeting.

The form of the resulting amendment is filed as Exhibit 3.1 hereto and will be filed with the Cayman Islands Registrar of Companies and are effective as of the same date.

~~SIGNATURES~~The foregoing description of the extension proposal is qualified in its entirety by the full text of these changes, which is filed as Exhibit 3.1 hereto and incorporated herein by reference. The amendments to the Company's charter will have an effective date of August 1, 2024.

~~Pursuant to~~Item ~~the~~5.07 ~~requirements~~Submission of ~~the~~Matters ~~Securities~~to ~~Exchange~~a ~~Act~~Vote of ~~1934,~~Security ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

~~Dated:~~The disclosure set forth in Item 5.03 above is ~~February~~incorporated 9,into ~~2024~~this Item 5.07 by reference.

~~NORTHERN~~As ~~REVIVAL~~of ~~ACQUISITION~~July ~~CORPORATION~~18, ~~By:~~2024, ~~/s/~~the ~~Aemish~~record ~~Shah~~date ~~Name:~~for ~~Aemish~~the ~~Shah~~General Meeting, ~~Title:~~there ~~Chief~~7,682,810 ~~Executive~~ordinary ~~Officer~~shares issued and ~~Chairman~~outstanding, including (i) 7,682,809 Class A ordinary shares and (ii) 1 Class B ordinary share, entitled to vote at the General Meeting. At the General Meeting, there were 7,425,643 shares voted by proxy or in person, or approximately 99.56% of the shares issued and outstanding and entitled to vote at the General Meeting; therefore a quorum was present.

2Shareholders voted to approve the extension proposal. The proposal received the following final voting results:

For		Against		Abstain
7,327,224		98,419		0

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

Item 8.01. Other Events.

In connection with the shareholders’ vote at the General Meeting, 1,451,876 ordinary shares were tendered for redemption, leaving 6,310,934 ordinary shares, including 6,310,933 Class A ordinary shares and 1 Class B ordinary share.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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

SIGNATURES

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

Dated: August 6, 2024

NORTHERN REVIVAL ACQUISITION CORPORATION

By:	/s/ Aemish Shah
Name:	Aemish Shah
Title:	Chief Executive Officer and Chairman

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