NEW YORK, March 21, 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 public filing with the U.S. Securities and Exchange Commission
("SEC") of a registration statement on Form S-4 (the "Registration
Statement") by NAAC Holdco, Inc. ("Holdco") relating to NAAC's
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.
NAAC previously announced a confidential submission
with the U.S. Securities and Exchange Commission of a draft of
the Registration Statement on January 7, 2022.
The Registration Statement contains a preliminary proxy
statement/prospectus in connection with the previously
announced business combination between NAAC and TeleSign.
Although the Registration Statement has not yet become effective
and the information contained therein is subject to change, it
provides important information about NAAC and TeleSign, as well as
the proposed business combination.
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 5 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
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, 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, except as otherwise required by applicable
securities laws. 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, Holdco has
filed 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. 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 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 filed with the SEC by Holdco, once finalized, which
includes 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,
which includes 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.
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SOURCE North Atlantic Acquisition Corporation