NEW
YORK, July 1, 2022 /PRNewswire/ -- North
Atlantic Acquisition Corporation ("NAAC") (NASDAQ: NAAC), a
publicly-traded special purpose acquisition company, announced
today that its business combination agreement with TeleSign, Inc.
("TeleSign") has terminated, effective immediately. As a
result, the special meeting of NAAC stockholders to approve the
proposed transaction has been cancelled and NAAC will seek an
alternative business combination.
Gary Quin, Chief Executive
Officer of NAAC, said, "We are disappointed that current market
conditions made it impossible to complete our proposed merger, but
TeleSign is a great company with a strong management team and we
are confident that it has a bright future."
About North Atlantic Acquisition Corp.
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.
NAAC closed its initial public offering on January 26,
2021 and has 24 months from such date to complete its initial
business combination.
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.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the
proposed business combination between NAAC and TeleSign. Words such
as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believe," "predict," "potential," "continue," "strategy,"
"future," "opportunity," "would," "seem," "seek," "outlook" and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties that could cause the actual results to differ
materially from the expected results. These statements are based on
various assumptions, whether or not identified in this
communication. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by an 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. These forward-looking
statements include, without limitation, TeleSign's and NAAC's
expectations with respect to anticipated financial impacts of the
proposed business combination, the satisfaction of closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. You should
carefully consider the risks and uncertainties described in the
"Risk Factors" section of NAAC's Form 10-K and initial public
offering prospectus, and its subsequent quarterly reports on Form
10-Q. In addition, there will be risks and uncertainties described
in the Form S-4 and other documents filed by NAAC or NewCo from
time to time with the SEC. These filings would identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Many of these factors are outside
TeleSign's and NAAC's control and are difficult to predict. Many
factors could cause actual future events to differ from the
forward-looking statements in this communication, including but not
limited to: (1) the outcome of any legal proceedings that may be
instituted against NAAC or TeleSign following the announcement of
the proposed business combination; (2) the inability to complete
the proposed business combination, including due to the inability
to concurrently close the business combination and related
transactions, including the private placement of common stock or
due to failure to obtain approval of the shareholders of NAAC; (3)
the risk that the proposed business combination may not be
completed by NAAC's business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by NAAC; (4) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval by the shareholders of NAAC, the satisfaction of the
minimum cash requirement following any redemptions by NAAC's public
shareholders and the receipt of certain governmental and regulatory
approvals; (5) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete the proposed
business combination; (6) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement; (7) volatility in the price of
NAAC's or TeleSign's securities; (8) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the business
combination; (9) the inability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key
employees; (10) costs related to the proposed business combination;
(11) changes in the applicable laws or regulations; (12) the
possibility that the combined company may be adversely affected by
other economic, business, and/or competitive factors; (13) the risk
of downturns and a changing regulatory landscape in the highly
competitive industry in which TeleSign operates; (14) the impact of
the global COVID-19 pandemic; (15) the potential inability of
TeleSign to raise additional capital needed to pursue its business
objectives or to achieve efficiencies regarding other costs; (16)
the enforceability of TeleSign's intellectual property, including
its patents, and the potential infringement on the intellectual
property rights of others, cyber security risks or potential
breaches of data security; and (17) other risks and uncertainties
described in NAAC's Annual Report, its initial public offering
prospectus, and its subsequent Quarterly Reports on Form 10-Q.
These risks and uncertainties may be amplified by the COVID-19
pandemic, which has caused significant economic uncertainty.
TeleSign and NAAC caution that the foregoing list of factors is not
exclusive or exhaustive and not to place undue reliance upon any
forward-looking statements, including projections, which speak only
as of the date made. Neither TeleSign nor NAAC gives any assurance
that TeleSign or NAAC will achieve its expectations. None of
TeleSign or NAAC undertakes or accepts any obligation to publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, or should circumstances change, except as otherwise
required by securities and other applicable laws.
North Atlantic Acquisition Corp.
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SOURCE North Atlantic Acquisition Corporation (NAAC)