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 April 20, 2022, NAAC and TeleSign issued a press release (the "Press
Release") announcing the effectiveness of the Registration Statement on Form S-4
(the "Registration Statement") filed with the U.S. Securities and Exchange
Commission (the "SEC") in connection with the Business Combination. NAAC also
announced that the special meeting ("Special Meeting") of its shareholders to
approve the Business Combination will be held on May 18, 2022 at 10:00 a.m. U.S.
Eastern Time, unless postponed or adjourned to a later date or time. NAAC will
distribute the definitive proxy statement and proxy card to its stockholders of
record as of April 13, 2022, the record date for the Special Meeting.
NAAC had previously announced the public filing of the Registration Statement
with the SEC on March 21, 2022 as well as a confidential submission with the SEC
of a draft of the Registration Statement on January 7, 2022.
A copy of the Press Release is furnished herewith as Exhibit 99.1.
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, 2020, in NAAC's Quarterly Report on Form 10-Q for the period
ended September 30,2021, 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.
99.1 Press Release, dated April 20, 2022.
104 Cover Page Interactive Data File (the Cover Page Interactive Data File
is embedded within the Inline XBRL document).
© Edgar Online, source Glimpses