North Atlantic Acquisition Corporation filed SEC Form 8-K: Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): July
1, 2022 (
(Exact name of registrant as specified in its charter)
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(212) 547-5400
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| The Stock Market LLC |
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Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on December 16, 2021, BICS SA, a Belgian limited liability company (“Seller”), 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, as amended by Amendment No.1 dated March 14, 2022 (as so amended, the “Business Combination Agreement”), pursuant to which, and subject to the terms and conditions contained therein, the business combination of TeleSign, New Holdco, New SPAC and NAAC was to be effected.
On June 30, 2022, Seller notified NAAC that it was terminating the Business Combination Agreement pursuant to the terms of the Business Combination Agreement and the parties shall have no further obligations thereunder. As a result of the termination of the Business Combination Agreement, all related ancillary agreements entered into in connection with the Business Combination Agreement were also terminated on June 30, 2022. The material terms and conditions of the Business Combination Agreement and the related ancillary agreements were previously disclosed in the Current Report on Form 8-K filed by NAAC with the Securities and Exchange Commission on December 17, 2021 and are incorporated by reference herein.
As a result of the termination of the Business Combination Agreement, the special meeting of NAAC shareholders to approve the proposed transaction has been cancelled and NAAC will seek an alternative business combination with an appropriate target.
Item 7.01. Regulation FD Disclosure
On July 1, 2022, NAAC issued a press release (“Release”) announcing the termination of the Business Combination Agreement. A copy of the Release is furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
| 99.1 | Press Release. |
| 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: July 1, 2022 | By: | /s/ Gary Quin |
| Name: | Gary Quin | |
| Title: | Chief Executive Officer | |