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 31, 2022 (March 31, 2022)
North Atlantic Acquisition
Corporation
(Exact name of registrant
as specified in its charter)
Cayman Islands |
|
001-39923 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
c/o McDermott Will & Emery LLP
One Vanderbilt Avenue
New York, New York 10017
(212) 547-5400
(Address of principal executive offices, including
zip code)
+353 1 567 6959
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
NAACU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A Ordinary Shares, par value $0.0001 per share |
|
NAAC |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
|
NAACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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 7.01. |
Regulation FD Disclosure |
As previously disclosed, on
December 16, 2021, BICS SA, a Belgian limited liability company, Torino Holding Corp., a Delaware corporation (“TeleSign”
), North Atlantic Acquisition Corporation, a Cayman Islands exempted company (“NAAC”), North Atlantic Acquisition, LLC, a
Delaware limited liability company (“New SPAC”), and NAAC Holdco, Inc., a Delaware corporation and wholly owned subsidiary
of NAAC (“New Holdco”), entered into a business combination agreement, pursuant to which, and subject to the terms and conditions
contained therein, the business combination (the “Business Combination”) of TeleSign, New Holdco, New SPAC and NAAC will be
effected.
On March 31, 2022, certain
officers and directors of TeleSign and NAAC led an investor presentation (the "Investor Presentation"). A copy of the Investor Presentation
is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. TeleSign and NAAC expect to use
the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts
and others.
Forward-Looking Statements
Certain statements made herein
that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination
between NAAC and TeleSign, the estimated or anticipated future results and benefits of the combined company following the proposed business
combination, including the likelihood and ability of the parties to successfully consummate the proposed business combination, future
opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current
expectations of NAAC’s management and are not predictions of actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of NAAC and TeleSign. These statements are
subject to a number of risks and uncertainties regarding NAAC’s businesses and the proposed business combination, and actual results
may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions;
the inability of the parties to consummate the proposed business combination or the occurrence of any event, change or other circumstances
that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted
against the parties following the announcement of the proposed business combination; the receipt of an unsolicited offer from another
party for an alternative business transaction that could interfere with the proposed business combination; the risk that the approval
of the shareholders of NAAC or TeleSign for the potential transaction is not obtained; failure to realize the anticipated benefits of
the proposed business combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating
the businesses of NAAC or TeleSign; the risk that the proposed business combination disrupts current plans and operations as a result
of the announcement and consummation of the proposed business combination; the ability of the combined company to grow and manage growth
profitably and retain its key employees; the amount of redemption requests made by NAAC’s shareholders; the inability to obtain
or maintain the listing of the post-acquisition company’s securities on Nasdaq following the proposed business combination; costs
related to the proposed business combination; and those factors discussed in NAAC’s filings with the SEC, including the initial
public offering prospectus, which was filed with the SEC on January 21, 2021, in NAAC’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, in New Holdco’s Registration Statement on Form S-4, and other filings with the SEC. If any of these
risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that NAAC presently does not know or that NAAC currently believes are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide
NAAC’s expectations, plans or forecasts of future events and views as of the date of the Press Release. NAAC anticipates that subsequent
events and developments will cause NAAC’s assessments to change. However, while NAAC may elect to update these forward-looking statements
at some point in the future, NAAC specifically disclaims any obligation to do so. These forward-looking statements should not be relied
upon as representing NAAC’s assessments as of any date subsequent to the date of the Press Release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed
business combination, an affiliate of NAAC has submitted the Registration Statement with the SEC, which includes a preliminary prospectus
and preliminary proxy statement. NAAC will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders.
The Press Release is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document
that NAAC will send to its shareholders in connection with the proposed business combination. Investors and security holders of NAAC are
advised to read, when available, the proxy statement/prospectus in connection with NAAC’s solicitation of proxies for its special
meeting of shareholders to be held to approve the proposed business combination (and related matters) because the proxy statement/prospectus
will contain important information about the proposed business combination and the parties to the proposed business combination. The definitive
proxy statement/final prospectus will be mailed to shareholders of NAAC as of a record date to be established for voting on the proposed
business combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available,
at the SEC’s website http://www.sec.gov or by directing a request to North Atlantic Acquisition Corporation, c/o McDermott
Will & Emery LLP, One Vanderbilt Avenue, New York, New York 10017.
Participants in the Solicitation
NAAC, TeleSign and their respective
directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of NAAC’s shareholders in connection with the proposed business combination. Investors and security holders may obtain
more detailed information regarding the names and interests in the proposed business combination of NAAC’s directors and officers
in NAAC’s filings with the SEC including the Registration Statement that has been submitted to the SEC by NAAC, once finalized,
which will include the proxy statement of NAAC for the proposed business combination, and such information and names of TeleSign’s
directors and executive officers will also be in the Registration Statement submitted to the SEC by NAAC, which will include the proxy
statement of NAAC for the proposed business combination.
Non-Solicitation
The Press Release is not a
proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of NAAC, the combined company or TeleSign,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No.
104 |
Cover Page Interactive Data File (the Cover Page Interactive Data File is 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.
|
NORTH ATLANTIC ACQUISITION CORPORATION |
|
|
|
Date: March 31, 2022 |
By: |
/s/ Gary Quin |
|
Name: |
Gary Quin |
|
Title: |
Chief Executive Officer |
North Atlantic Acquisition (NASDAQ:NAAC)
過去 株価チャート
から 11 2024 まで 12 2024
North Atlantic Acquisition (NASDAQ:NAAC)
過去 株価チャート
から 12 2023 まで 12 2024