NEW
YORK, May 17, 2022 /PRNewswire/ -- North
Atlantic Acquisition Corporation ("NAAC") (Nasdaq: NAAC) today
announced that it postponed NAAC's extraordinary general meeting of
shareholders (the "Extraordinary Meeting") originally scheduled to
be held on May 18, 2022. The
Extraordinary Meeting has been postponed until June 1, 2022 at 8:00 a.m. Eastern Time.
The Extraordinary Meeting is being held to vote on the proposals
described in NAAC's definitive proxy statement, filed with the
Securities and Exchange Commission (the "SEC") on April 19, 2022 (the "Definitive Proxy
Statement"), relating to its Business Combination. The record
date for the determination of shareholders entitled to vote at the
Extraordinary Meeting, including all adjournments thereof, remains
April 13, 2022. The NAAC Board of
Directors continues to recommend that shareholders vote in favor of
the proposals.
As of the date hereof, a sufficient number of NAAC's
shareholders have voted to approve the proposed business
combination with TeleSign (the "Business Combination"). However,
all of the conditions to effect the closing of the Business
Combination have not yet been satisfied. The postponement is
intended to permit more time to satisfy the closing conditions.
The redemption deadline is postponed to May 27, 2022.
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.
Important Information and Where to Find It
NAAC filed the definitive proxy statement/prospectus with the
U.S. Securities and Exchange Commission ("SEC") in connection with
the proposed Business Combination. The definitive proxy
statement/prospectus has been sent to all NAAC shareholders and
NAAC and TeleSign will also file other documents regarding the
proposed business combination with the SEC. NAAC shareholders and
other interested parties are urged to read the definitive proxy
statement/prospectus and any other documents filed with the SEC
carefully and in their entirety when they become available because
they will contain important information about NAAC, TeleSign and
the proposed transactions. NAAC shareholders and other interested
parties may obtain free copies of the definitive proxy
statement/prospectus and other documents filed with the SEC by NAAC
through the website maintained by the SEC at
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 and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
proposed transactions. Information about the directors and
executive officers of NAAC is set forth in its definitive proxy
statement/prospectus, filed with the SEC on April 19, 2022. Additional information regarding
the participants in the definitive proxy statement/prospectus and a
description of their direct and indirect interests, by security
holdings or otherwise, is included in the definitive proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transactions when they become
available. NAAC shareholders and other interested persons should
read the definitive proxy statement/prospectus carefully before
making any voting decisions. These documents can be obtained free
of charge from the sources indicated above.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. Subject to certain exceptions to
be approved by the relevant regulators or certain facts to be
ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including
facsimile transmission, telephone and the internet) of interstate
or foreign commerce, or any facility of a national securities
exchange, of any such jurisdiction.
Forward-Looking Statements
This communication includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States 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 estimates and
forecasts of revenue and other financial and performance metrics
and projections of market opportunity and expectations, NAAC's
ability to enter into definitive agreements or consummate a
transaction with TeleSign; NAAC's ability to obtain the financing
necessary consummate the proposed transactions; and the expected
timing of completion of the proposed transactions. These statements
are based on various assumptions and on the current expectations of
NAAC's and TeleSign'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 forward-looking statements are subject to a number
of risks and uncertainties, including general economic, financial,
legal, political and business conditions and changes in domestic
and foreign markets; the inability of the parties to enter into
definitive agreements or successfully or timely consummate the
proposed transactions or to satisfy the other conditions to the
closing of the proposed transactions, including the risk that any
required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company; the risk that the approval of the NAAC
shareholders for the proposed transactions is not obtained; failure
to realize the anticipated benefits of the proposed transactions,
including as a result of a delay in consummating the proposed
transaction or difficulty in, or costs associated with, integrating
the businesses of NAAC and TeleSign; the amount of redemption
requests made by the NAAC shareholders; the occurrence of events
that may give rise to a right of one or both of NAAC and TeleSign
to terminate the Merger Agreement; risks related to the rollout of
TeleSign' business and the timing of expected business milestones;
the effects of competition on TeleSign' business; and those factors
discussed in NAAC Holdco Inc.'s registration statement on
Form S-4 (Registration Number 333-263723), as amended,
initially filed with the SEC on March 18,
2022, under the heading "Risk Factors," and other documents
of NAAC filed, or to be filed, with the SEC. If the risks
materialize or assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither NAAC nor
TeleSign presently know or that NAAC and TeleSign currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect NAAC's and TeleSign'
expectations, plans or forecasts of future events and views as of
the date of this communication. NAAC and TeleSign anticipate that
subsequent events and developments will cause their assessments to
change. However, while NAAC and TeleSign may elect to update these
forward-looking statements at some point in the future, NAAC and
TeleSign specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing NAAC's or TeleSign' assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
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SOURCE North Atlantic Acquisition Corporation (NAAC)