Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2021, North Atlantic Acquisition Corporation (the "Company")
consummated its initial public offering (the "IPO") of 37,950,000 units
("Units"), including 4,950,000 Units issued pursuant to the full exercise of the
underwriters' over-allotment option. Each Unit consists of one Class A ordinary
share, par value $0.0001 per share ("Class A Ordinary Shares") and one-third of
one redeemable warrant ("Public Warrants"), each whole Public Warrant entitling
the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
the Company of $379,500,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-251887) relating to the IPO, initially filed
with the U.S. Securities and Exchange Commission on January 4, 2021 and amended
thereafter (as amended, the "Registration Statement"):
? an Underwriting Agreement, dated January 21, 2021, between the Company on the
one hand and Wells Fargo Securities, LLC and BTIG, LLC, as representatives of
the underwriters on the other hand, a copy of which is attached as Exhibit 1.1
hereto and incorporated herein by reference;
? a Warrant Agreement, dated January 21, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, a copy of
which is attached as Exhibit 4.1 hereto and incorporated herein by
reference;
? an Investment Management Trust Agreement, dated January 21, 2021, between
the Company and Continental Stock Transfer & Trust Company, as trustee, a
copy of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference;
? a Registration Rights Agreement, dated January 21, 2021, between the
Company, NAAC Sponsor LP (the "Sponsor") and certain securityholders, a
copy of which is attached as Exhibit 10.2 hereto and incorporated
herein by reference;
? a Private Placement Warrants Purchase Agreement, dated January 21,
2021, between the Company and the Sponsor, a copy of which is attached
as Exhibit 10.3 hereto and incorporated herein by reference;
? a Letter Agreement, dated January 21, 2021, among the Company, its officers,
its directors and the Sponsor, a copy of which is attached as Exhibit 10.4
hereto and incorporated herein by reference (the "Letter Agreement");
? An Administrative Services Agreement, dated January 21, 2021, between the
Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and
incorporated herein by reference; and
? a Forward Purchase Contract, dated January 21, 2021, between the Company and
the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO and the issuance of the Units, the
Company completed the private sale of an aggregate of 7,126,667 warrants (the
"Private Placement Warrants") to the Sponsor at a purchase price of $1.50 per
Private Placement Warrant, generating gross proceeds of $10,690,000 (the
"Private Placement"). The Private Placement Warrants are identical to the Public
Warrants sold as part of the Units in the IPO, except as otherwise disclosed in
the Registration Statement. No underwriting discounts or commissions were paid
with respect to such sale. The offer and sale of the Private Placement Warrants
were made pursuant to the exemption from registration provided for in Section
4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On January 21, 2021, in connection with the IPO, Dmitri Panayotopoulos and
Tamara Sakovska (the "New Directors" and, together with Andrew Morgan, Gary Quin
and Patrick Doran, the "Directors") were appointed to the board of directors of
the Company (the "Board"). The New Directors and Mr. Morgan are independent
directors. Effective January 21, 2021, Messrs. Morgan and Panayotopoulos and Ms.
Sakovska were appointed to the Board's Audit Committee, with Mr. Morgan serving
as chair of that committee. Effective January 21, 2021, Messrs. Morgan and
Panayotopoulos and Ms. Sakovska were appointed as members of the Board's
Nominating and Corporate Governance Committee, with Ms. Sakovska serving as
chair of that committee. Effective January 21, 2021, Messrs. Morgan and
Panayotopoulos and Ms. Sakovska were appointed as members of the Board's
Compensation Committee, with Mr. Panayotopoulos serving as chair of that
committee.
As a result of the appointment of the New Directors, the Board consists of the
following directors, separated into the following three classes: Class I,
consisting of Ms. Sakovska and Mr. Panayotopoulos, whose terms of office will
expire at the Company's 2022 annual general meeting; Class II, consisting of
Messrs. Morgan and Quin, whose terms of office will expire at the Company's 2023
annual general meeting; and Class III, consisting of Mr. Doran, whose term of
office will expire at the Company's 2024 annual general meeting.
On January 21, 2021, in connection with their appointments to the Board, each
director entered into the Letter Agreement, as well as an indemnity agreement
with the Company in the form previously filed as Exhibit 10.1 to the
Registration Statement. Other than the foregoing, none of the Directors are
party to any arrangement or understanding with any person pursuant to which they
were appointed as directors, nor are they party to any transactions required to
be disclosed under Item 404(a) of Regulation S-K involving the Company, other
than as described in the Registration Statement.
The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the Letter Agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 21, 2021, the Company adopted its Amended and Restated Memorandum and
Articles of Association. A copy of the Amended and Restated Memorandum and
Articles of Association is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01 Other Events.
A total of $379,500,000 from the IPO and the Private Placement was placed in a
U.S.-based trust account maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its taxes
(less up to $100,000 of interest to pay dissolution expenses, if any), the
Company's Amended and Restated Memorandum and Articles of Association, as
discussed below and subject to the requirements of law and regulation, provides
that the proceeds held in the trust account will not be released from the trust
account (1) to the Company, until the completion of the Company's initial
business combination, or (2) to the Company's public shareholders, until the
earliest of (a) the completion of the Company's initial business combination,
and then only in connection with those Class A Ordinary Shares that such
shareholders have properly elected to redeem, subject to the limitations
described therein, (b) the redemption of any public shares properly tendered in
connection with a shareholder vote to amend the Company's Amended and Restated
Memorandum and Articles of Association (A) to modify the substance or timing of
the Company's obligation to provide holders of Class A Ordinary Shares the right
to have their shares redeemed in connection with our initial business
combination or to redeem 100% of the Company's public shares if it does not
complete its initial business combination within 24 months from the closing of
the IPO, or (B) with respect to any other provision relating to the rights of
holders of Class A Ordinary Shares, and (c) the redemption of the Company's
public shares if the Company has not consummated its business combination within
24 months from the closing of the IPO.
On January 21, 2021, the Company issued a press release announcing the pricing
of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
On January 26, 2021, the Company issued a press release announcing the closing
of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Underwriting Agreement, dated January 21, 2021, between the Company and
Wells Fargo Securities, LLC and BTIG, LLC, as representatives of the
1.1 underwriters.
3.1 Amended and Restated Memorandum and Articles of Association.
Warrant Agreement, dated January 21, 2021, between the Company and
4.1 Continental Stock Transfer & Trust Company, as warrant agent.
Investment Management Trust Agreement, dated January 21, 2021, between
10.1 the Company and Continental Stock Transfer & Trust Company, as trustee.
Registration Rights Agreement, dated January 21, 2021, between the
10.2 Company, the Sponsor and certain securityholders.
Private Placement Warrants Purchase Agreement, dated January 21, 2021,
10.3 between the Company and the Sponsor.
Letter Agreement, dated January 21, 2021, among the Company, the
10.4 Sponsor and each of the officers and directors of the Company.
Administrative Services Agreement, dated January 21, 2021, between the
10.5 Company and the Sponsor.
Forward Purchase Contract, dated January 21, 2021, between the Company
10.6 and the Sponsor.
99.1 Press Release, dated January 21, 2021.
99.2 Press Release, dated January 26, 2021.
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