Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on December 16, 2021, BICS SA, a Belgian limited
liability company ("Seller"), 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, as amended by Amendment No.1 dated March 14, 2022 (as so amended, the
"Business Combination Agreement"), pursuant to which, and subject to the terms
and conditions contained therein, the business combination of TeleSign, New
Holdco, New SPAC and NAAC was to be effected.
On June 30, 2022, Seller notified NAAC that it was terminating the Business
Combination Agreement pursuant to the terms of the Business Combination
Agreement and the parties shall have no further obligations thereunder. As a
result of the termination of the Business Combination Agreement, all related
ancillary agreements entered into in connection with the Business Combination
Agreement were also terminated on June 30, 2022. The material terms and
conditions of the Business Combination Agreement and the related ancillary
agreements were previously disclosed in the Current Report on Form 8-K filed by
NAAC with the Securities and Exchange Commission on December 17, 2021 and are
incorporated by reference herein.
As a result of the termination of the Business Combination Agreement, the
special meeting of NAAC shareholders to approve the proposed transaction has
been cancelled and NAAC will seek an alternative business combination with an
appropriate target.
Item 7.01. Regulation FD Disclosure
On July 1, 2022, NAAC issued a press release ("Release") announcing the
termination of the Business Combination Agreement. A copy of the Release is
furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01 is intended to be furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
99.1 Press Release.
104 Cover Page Interactive Data File (the Cover Page Interactive Data File is
embedded within the Inline XBRL document).
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