NEW YORK, Jan. 7, 2022 /PRNewswire/ -- North Atlantic
Acquisition Corporation (NASDAQ: NAAC) ("NAAC"), a blank check
company formed for the purpose of effecting a business combination
with a company with global ambition, today announced the
confidential submission with the U.S. Securities and Exchange
Commission ("SEC") of a draft registration statement on Form S-4
(the "Registration Statement") relating to its previously announced
proposed business combination with TeleSign, a pioneer and leader
in connecting, protecting and defending the world's leading brands
and their customers as they engage in the digital economy.
The transaction, which has been approved by the boards of
directors of TeleSign, Proximus Group and NAAC, is expected to
close in Q2 2022, subject to, among other things, SEC review,
approval of NAAC shareholders and regulatory approvals, and the
satisfaction of other customary closing conditions.
About North Atlantic Acquisition Corporation
NAAC is
a blank check company, also commonly referred to as a SPAC,
formed for the purpose of effecting a business combination with a
company with global ambition, with a primary focus on the consumer,
industrials and TMT sectors in Europe or North America,
where its Board of Directors has multiple decades of
experience.
About TeleSign
TeleSign provides continuous
trust to leading global enterprises by connecting, protecting and
proactively defending their digital identities. TeleSign verifies
over five billion unique phone numbers a month, representing
half of the world's mobile users, and provides critical insight
into the remaining billions. The company's powerful AI and
extensive data science deliver identity with a unique combination
of speed, accuracy and global reach. TeleSign solutions prevent
fraud, secure communications and enable the digital economy by
allowing companies and customers to engage with confidence. Learn
more at www.telesign.com and follow us on Twitter at
@TeleSign.
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 proposed 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 stockholders 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 stockholders; 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, and in NAAC's
Quarterly Report on Form 10-Q for the period ended September
30, 2021, 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 this communication. 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 this communication. 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 stockholders. This communication is
not a substitute for the Registration Statement, the definitive
proxy statement/final prospectus or any other document that NAAC
will send to its stockholders 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 stockholders 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 stockholders of NAAC as of a record
date to be established for voting on the proposed business
combination. Stockholders 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 stockholders
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
This 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.
View original
content:https://www.prnewswire.com/news-releases/north-atlantic-acquisition-corporation-announces-confidential-submission-of-form-s-4-registration-statement-related-to-proposed-business-combination-301456166.html
SOURCE North Atlantic Acquisition Corporation