| 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.