Current Report Filing (8-k)
25 Januar 2023 - 2:53PM
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date
of earliest event reported): January 25, 2023
North Atlantic Acquisition Corporation
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-39923 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
c/o
Ellenoff Grossman & Schole LLP
1345
Avenue of the Americas, 11th Fl.
New York, NY 10105
(212) 370-1300
(Address of principal executive offices, including
zip code)
+353 1 567 6959
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant |
|
NAACU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Ordinary Shares, par value $0.0001 per share |
|
NAAC |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
|
NAACW |
|
The Nasdaq Stock Market LLC |
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).
Emerging
growth company x
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 25, 2023, North Atlantic Acquisition Corporation (the “Company”) issued a press release announcing that it
has cancelled its 2022 annual general meeting of shareholders that was previously scheduled for 4:00 PM Eastern time on January 25, 2023,
and that, due to the Company’s inability to consummate an initial business combination within the time period required by its Amended
and Restated Memorandum and Articles of Association, as amended (the “Charter”), the Company intends to dissolve and
liquidate in accordance with the provisions of its the Charter and will redeem all of the outstanding ordinary shares that were included
in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price
of approximately $10.13.
As
of the close of business on January 26, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive
the redemption amount.
In
order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take
all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing
account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion
of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s
transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in
order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after
January 26, 2023.
The
Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B ordinary shares issued prior
to the Company’s initial public offering.
There
will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| 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 25, 2023 |
By: |
/s/ Gary Quin |
| |
Name: |
Gary Quin |
| |
Title: |
Chief Executive Officer |
North Atlantic Acquisition (NASDAQ:NAAC)
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