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:
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).
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. ¨
On
January 18, 2023, North Atlantic Acquisition Corporation (the “Company”) issued a press release announcing
that its 2022 annual general meeting of shareholders (the “Meeting”) will be postponed from 9:30 a.m. Eastern Time on January
24, 2023 to 4:00 p.m. Eastern Time on January 25, 2023. The meeting can still be accessed virtually by visiting https://www.cstproxy.com/naac/2023.
The record date for the Meeting remains the close of business on December 15, 2022. The Company encourages its shareholders to vote
in favor of the proposal to amend its charter to extend the date by which the Company has to complete a business combination from January
26, 2023 to July 26, 2023 (the “Extension”) and to vote in favor of the proposal to ratify the selection by the Company’s
audit committee of Marcum LLP to serve as its independent registered public accounting firm for the year ended December 31, 2022.
Shareholders who have
previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders
as of the Record Date can vote, even if they have subsequently sold their shares. In connection with the postponement of the Meeting,
the Company has further extended the deadline for holders of the Company’s Class A ordinary shares issued in the Company’s
initial public offering (the “Class A Shares”) to submit their shares for redemption in connection with the Extension Amendment
to 5:00 p.m. Eastern Time on January 23, 2023. Shareholders who wish to withdraw their previously submitted redemption request may do
so prior to the rescheduled meeting by requesting that the transfer agent return such shares by 2:00 p.m. Eastern Time on January 25,
2023.
If the Extension is implemented,
NAAC Sponsor LP, the Company’s sponsor (the “Sponsor”), has agreed to loan the Company funds to be deposited into the
Company’s trust account (the “Trust Account”) for each Class A Share that is not redeemed. As stated in the proxy statement,
the Sponsor had agreed to loan the Company for deposit $0.055 for each Class A Share not redeemed for each month that is needed by the
Company to complete a business combination until July 26, 2023 (or such earlier date as determined by the Company’s Board of Directors).
On January 18, 2023, the Sponsor informed the Company that it would actually loan the Company for deposit the lesser of (i) an aggregate
of $192,500 or (ii) $0.055 per Class A Share outstanding after giving effect to the Extension and related redemptions, for each month
that is needed by the Company to complete a business combination until July 26, 2023 (or such earlier date as determined by the Company’s
Board of Directors).
If the Extension is implemented, the Company plans
to maintain the remaining amounts in the Trust Account in an interest-bearing demand deposit account at a national bank. Interest on such
deposit account will be variable.
Forward-Looking Statements
This report may include, and oral statements made
from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements
attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors”
section of the Company’s Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Additional Information
The Company has filed with the Securities and
Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) in connection with the Meeting
to consider and vote upon the Extension and other matters and, beginning on December 20, 2022, mailed the Proxy Statement and other relevant
documents to its shareholders as of the December 15, 2022 record date for the Meeting. The Company’s shareholders and other interested
persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection
with the Company’s solicitation of proxies for the Meeting because these documents will contain important information about the
Company, the Extension and related matters. Shareholders may also obtain a free copy of the Proxy Statement, as well as other relevant
documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing
a request to North Atlantic Acquisition Corporation, c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Fl., New
York, NY 10105.
Participants in the Solicitation
The Company and its directors and executive officers
and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of
the Extension. Information regarding the Company’s directors and executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests are contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description |
| |
|
| 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: January 18, 2023 |
By: |
/s/ Gary Quin |
| |
Name: |
Gary Quin |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
North Atlantic Acquisition Corporation
Announces Postponement of its 2022 Annual General Meeting to January 25, 2023, Change to Amounts to be Added to Trust Account and
That Trust Account Will Bear Interest
New York, New York, January 18,
2023 — North Atlantic Acquisition Corporation (the “Company”) (Nasdaq: NAAC) today announced that its 2022 annual general
meeting of shareholders (the “Meeting”) will be postponed from 9:30 a.m. Eastern Time on January 24, 2023 to 4:00
p.m. Eastern Time on January 25, 2023. The meeting can still be accessed virtually by visiting https://www.cstproxy.com/naac/2023.
The record date for the Meeting remains the close of business on December 15, 2022 (the “Record Date”). The Company
encourages its shareholders to vote in favor of the proposal to amend its charter to extend the date by which the Company has to complete
a business combination from January 26, 2023 to July 26, 2023 (the “Extension”) and to vote in favor of the proposal
to ratify the selection by the Company’s audit committee of Marcum LLP to serve as its independent registered public accounting
firm for the year ended December 31, 2022.
Shareholders who have
previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders
as of the Record Date can vote, even if they have subsequently sold their shares. In connection with the postponement of the Meeting,
the Company has further extended the deadline for holders of the Company’s Class A ordinary shares issued in the Company’s
initial public offering (the “Class A Shares”) to submit their shares for redemption in connection with the Extension
Amendment to 5:00 p.m. Eastern Time on January 23, 2023. Shareholders who wish to withdraw their previously submitted redemption
request may do so prior to the rescheduled meeting by requesting that the transfer agent return such shares by 2:00 p.m. Eastern
Time on January 25, 2023.
If the Extension is implemented,
NAAC Sponsor LP, the Company’s sponsor (the “Sponsor”), has agreed to loan the Company funds to be deposited into the
Company’s trust account (the “Trust Account”) for each Class A Share that is not redeemed. As stated in the proxy
statement, the Sponsor had agreed to loan the Company for deposit $0.055 for each Class A Share not redeemed for each month that
is needed by the Company to complete a business combination until July 26, 2023 (or such earlier date as determined by the Company’s
Board of Directors). On January 18, 2023, the Sponsor informed the Company that it would actually loan the Company for deposit the
lesser of (i) an aggregate of $192,500 or (ii) $0.055 per Class A Share outstanding after giving effect to the Extension
and related redemptions, for each month that is needed by the Company to complete a business combination until July 26, 2023 (or
such earlier date as determined by the Company’s Board of Directors).
If the Extension is implemented,
the Company plans to maintain the remaining amounts in the Trust Account in an interest-bearing demand deposit account at a national bank.
Interest on such deposit account will be variable.
About North Atlantic Acquisition Corporation
North Atlantic Acquisition
Corporation 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.
Participants in the Solicitation
The Company and its directors
and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders
in respect of the Extension. Information regarding the Company’s directors and executive officers is available in its annual report
on Form 10-K filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests are contained in the Proxy Statement (defined below).
No Offer or Solicitation
This communication shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Additional Information
The Company has filed
with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) in
connection with an annual general meeting of shareholders (the “Meeting”) to consider and vote upon the Extension and other
matters and, beginning on December 21, 2022, mailed the Proxy Statement and other relevant documents to its shareholders as of the
December 15, 2022 record date for the Meeting. The Company’s shareholders and other interested persons are advised to
read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s
solicitation of proxies for the Meeting because these documents will contain important information about the Company, the Extension and
related matters. Shareholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or
will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request
to North Atlantic Acquisition Corporation, c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Fl. New York,
NY 10105.
Forward-Looking Statements
This press release may
include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all
other statements other than statements of historical fact included in this press release are forward-looking statements. When used in
this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions, as they relate to us
or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as
well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified
in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K,
subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Gary Quin (Chief Executive Officer)
Gary.Quin@naacq.com
+35 315 676 959