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 1825, 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. ¨

Item 8.01. Other Events.

On January 1825, 2023, North Atlantic Acquisition Corporation (the “Company”) issued a press release announcing that it has cancelled its 2022 annual general meeting of shareholders ~~(the~~that ~~“Meeting”)~~was ~~will~~previously bescheduled ~~postponed~~for ~~from 9:30 a.m. Eastern Time on January 24, 2023 to~~ 4:00 ~~p.m.~~PM Eastern ~~Time~~time on January 25, 2023~~. The meeting can still be accessed virtually by visiting https://www.cstproxy.com/naac/2023.~~, ~~The~~and ~~record~~that, ~~date~~due ~~for~~to the ~~Meeting~~Company’s ~~remains~~inability ~~the~~to ~~close~~consummate ofan initial business oncombination ~~December~~within ~~15,~~the ~~2022.~~time ~~The~~period ~~Company~~required ~~encourages~~by its ~~shareholders to vote~~Amended inand ~~favor~~Restated ofMemorandum ~~the~~and ~~proposal~~Articles toof ~~amend~~Association, ~~its~~as ~~charter~~amended ~~to extend~~ (the ~~date~~“Charter”), ~~by which~~ the Company ~~has~~intends to ~~complete~~dissolve aand liquidate ~~business~~in ~~combination~~accordance ~~from~~with ~~January 26,~~the ~~2023~~provisions toof ~~July~~its ~~26, 2023 (~~the ~~“Extension”)~~Charter and towill ~~vote~~redeem inall ~~favor~~ of the ~~proposal~~outstanding toordinary ~~ratify~~shares ~~the~~that ~~selection~~were byincluded in the ~~Company’s audit~~units ~~committee~~issued ofin ~~Marcum LLP to serve as~~ its ~~independent~~initial ~~registered~~ public ~~accounting~~offering ~~firm~~(the ~~for~~“Public ~~the~~Shares”), ~~year~~at ~~ended~~a per-share redemption ~~December~~price of ~~31,~~approximately ~~2022~~$10.13.

~~Shareholders who have~~As ~~previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders as~~ of the ~~Record~~close ~~Date can vote, even if they have subsequently sold their shares. In connection with the postponement~~ of ~~the~~business Meeting, the Company has further extended the deadline for holders of the Company’s Class A ordinary shares issued in the Company’s initial public offering (the “Class A Shares”) to submit their shares for redemption in connection with the Extension Amendment to 5:00 p.m. Eastern Time on January 2326, 2023., ~~Shareholders~~the ~~who~~Public ~~wish~~Shares towill ~~withdraw~~be ~~their~~deemed ~~previously~~cancelled ~~submitted~~and ~~redemption~~will ~~request~~represent ~~may~~only ~~do so~~the ~~prior~~right to receive the ~~rescheduled~~redemption ~~meeting by requesting that the transfer agent return such shares by 2:00 p~~amount.~~m. Eastern Time on January 25, 2023.~~

~~If the Extension is implemented,~~In ~~NAAC~~order ~~Sponsor~~to ~~LP,~~provide ~~the~~for ~~Company’s sponsor (~~the ~~“Sponsor”),~~disbursement ~~has~~of ~~agreed to loan the Company~~ funds tofrom ~~be deposited into~~ the ~~Company’s~~ trust account, (the ~~“Trust~~Company ~~Account”)~~will ~~for~~instruct ~~each~~the ~~Class~~trustee Aof ~~Share~~the ~~that~~trust isaccount ~~not~~to ~~redeemed.~~take all Asnecessary ~~stated~~actions into ~~the~~liquidate ~~proxy statement,~~ the ~~Sponsor~~securities ~~had~~held ~~agreed~~in ~~to loan~~ the ~~Company~~trust ~~for deposit $0~~account.~~055~~ ~~for~~The ~~each~~proceeds ~~Class~~of Athe ~~Share~~trust ~~not~~account ~~redeemed~~will ~~for~~be ~~each~~held ~~month~~in ~~that~~a non-interest bearing account iswhile ~~needed~~awaiting bydisbursement ~~the Company~~ to ~~complete~~the aholders ~~business~~of ~~combination~~the ~~until~~Public ~~July~~Shares. ~~26,~~Record ~~2023~~holders ~~(or~~will ~~such~~receive ~~earlier~~their pro ~~date~~rata portion of ~~as determined by~~ the ~~Company’s~~proceeds ~~Board~~ of ~~Directors). On~~the ~~January~~trust ~~18,~~account ~~2023,~~by ~~the~~delivering ~~Sponsor~~their ~~informed~~Public ~~the~~Shares ~~Company~~to ~~that~~Continental itStock ~~would~~Transfer & ~~actually~~Trust ~~loan~~Company, the Company’s transfer ~~for~~agent. Beneficial ~~deposit~~owners ~~the~~of ~~lesser~~Public ofShares ~~(i)~~held anin ~~aggregate of~~“street ~~$192~~name,~~500~~” orhowever, ~~(ii)~~will ~~$0.055~~not ~~per~~need ~~Class~~to Atake ~~Share~~any ~~outstanding~~action ~~after~~in order ~~giving effect~~ to receive the ~~Extension~~redemption ~~and~~amount. ~~related~~The ~~redemptions,~~redemption ~~for~~of ~~each~~the ~~month that~~Public Shares is ~~needed~~expected byto ~~the~~be ~~Company~~completed towithin ~~complete~~ten a business ~~combination~~days ~~until~~after January ~~July~~ 26, 2023 ~~(or such earlier date as determined by the Company’s Board of Directors)~~.

IfThe Company’s ~~the~~sponsor ~~Extension~~has isagreed ~~implemented, the Company plans~~ to ~~maintain~~waive ~~the~~its ~~remaining~~redemption ~~amounts~~rights inwith ~~the~~respect ~~Trust~~to ~~Account~~its inoutstanding anClass ~~interest-bearing~~B ~~demand~~ordinary ~~deposit~~shares ~~account~~issued ~~at a national bank. Interest on such~~prior ~~deposit~~to ~~account~~the ~~will~~Company’s beinitial ~~variable~~public offering.

~~Forward-Looking~~There will ~~Statements~~be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~This report may include, and oral statements made~~A ~~from~~copy ~~time to time by representatives~~ of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release ~~are~~is ~~forward-looking~~attached ~~statements.~~hereto ~~When used in this press release, words such~~ as ~~“anticipate,” “believe,”~~Exhibit “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements99.1 ~~Such forward-looking statements are based on the beliefs of management, as well as assumptions made by,~~ and ~~information~~is ~~currently available~~incorporated ~~to,~~herein ~~the Company’s management. Actual results could differ materially from those contemplated~~ by ~~the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC~~reference. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Additional Information

The Company has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) in connection with the Meeting to consider and vote upon the Extension and other matters and, beginning on December 20, 2022, mailed the Proxy Statement and other relevant documents to its shareholders as of the December 15, 2022 record date for the Meeting. The Company’s shareholders and other interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Meeting because these documents will contain important information about the Company, the Extension and related matters. Shareholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to North Atlantic Acquisition Corporation, c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Fl., New York, NY 10105.

Participants in the Solicitation

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the Extension. Information regarding the Company’s directors and executive officers is available in its annual report on Form 10-K filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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 18, 2023	By:	/s/ Gary Quin
Date: January 25, 2023	By:	/s/ Gary Quin
	Name:	Gary Quin
	Title:	Chief Executive Officer

Filing Compare · North Atlantic Acquisition Corp