Securities and Exchange Commission
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

       Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) December 3, 1998


                        NORTH ATLANTIC ACQUISITION CORP.
             (Exact name of registrant as specified in its charter)


     Delaware                                                     0-22813
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(State or other jurisdiction of incorporation) (Commission File No.)



 5 East 59th Street, New York, New York                        10022         
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(Address of principal executive offices)                    (Zip Code)


       Registrant's telephone number, including area code: (212) 486-4444











Item 5.  Other Events

     The  following  amends and updates  "Item 5. Other Events" set forth in the
Report on Form 8-K filed  August 24, 1998 in respect of the event  dated  August
18, 1998.

     On  August  18,  1998,  North  Atlantic   Acquisition   Corp.,  a  Delaware
corporation ("NAAC"),  Moto Guzzi Corp., a Delaware corporation ("Guzzi Corp."),
and, for certain provisions,  Trident Rowan Group, Inc., a Maryland  corporation
("TRG"),   entered  into  a  definitive   Agreement   and  Plan  of  Merger  and
Reorganization  ("Merger Agreement"),  pursuant to which Guzzi Corp. would merge
with and into NAAC, with NAAC being the surviving  corporation  ("Merger").  TRG
through its  partially  owned  subsidiary  O.A.M.  S.p.A.  ("OAM")  owns all the
outstanding  common  stock of Guzzi  Corp.  The  consummation  of the  Merger is
subject  to the terms and  conditions  of the  Merger  Agreement  which  will be
submitted  to the  stockholders  of NAAC for their  approval  at a  Stockholders
Meeting to be called for the purpose,  among other  things,  of  obtaining  such
approval ("Stockholders Meeting").

     On December 3, 1998, NAAC, Guzzi Corp. and TRG amended the Merger Agreement
to change the terms of the consideration and certain indemnification  provisions
among  other  things.  The change in the terms and  amount of the  consideration
occurred  because of changes that  happened at Guzzi Corp. or became known after
the  signing of the Merger  Agreement.  These  changes  included:  (i) the third
quarter 1998 financial  results of Moto Guzzi; (ii) the downward revision of the
1998 fiscal year production estimates and financial forecasts; (iii) an increase
in inventory;  (iv) the  abandonment of plans to relocate  office and production
facilities and the  consequential  requirement to budget for  refurbishment  and
upgrading  expense for its  current  facilities  in  addition  to other  capital
expenses; (v) changes in the capitalization of Moto Guzzi; and (vi) the increase
of supplier arrearages.

     Pursuant  to the  Merger  Agreement,  as  amended,  NAAC will  issue to the
current  holders of the  common  stock and  preferred  stock of Guzzi  Corp.  an
aggregate  of 3,110,058  shares of Class A Common  Stock and warrants  ("Nominal
Warrants")  to  purchase  592,400  shares  of  Class  A  Common  Stock  ("Merger
Consideration"). Simultaneously with the consummation of the Merger, TRG and OAM
have agreed to  contribute  to the capital of Guzzi Corp.  certain  intercompany
debt between each of those  companies and Guzzi Corp.  aggregating  at September
30, 1998 approximately Lit. 12,919,  plus the interest due thereon,  in exchange
for the issuance of an  aggregate of 871,953  shares of Class A Common Stock and
Nominal Warrants to purchase  166,080 shares of Class A Common Stock.  NAAC will
also offer to the  holders  of the  outstanding  warrants  of Guzzi  Corp.,  the
opportunity  to  exchange  them for an  aggregate  of 217,989  shares of Class A
Common Stock and Nominal  Warrants to purchase  41,520  shares of Class A Common
Stock.  The Merger  Consideration is subject to being increased if NAAC has less
than  $8,150,000  in cash assets at the time of the  Merger,  at the rate of one
share of Class A Common Stock for each $11.00 of shortfall, excluding any amount
used to pay for the redemption of Class A Common Stock.

     The Nominal Warrants are  exerciseable at $.01 per share,  between April 1,
2000 and June 30, 2001, provided that the surviving  corporation has either Lit.
7,140 million or Lit. 8,211 million of operating income in the fiscal year ended
December 31, 1999 or 2000, respectively.

     To provide a fund for the  indemnification of NAAC in the event of a breach
of a representation  or warranty in the Merger  Agreement,  determined after the



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Merger, 200,000 shares of Class A Common Stock issued as Merger Consideration in
the Merger will be  deposited in escrow with TRG.  Claims  against the shares in
escrow must aggregate at least  $600,000  before they may be made. The escrow is
for a  maximum  period  ending  approximately  April  2000,  unless  there is an
outstanding claim for indemnification.

     The fees and expenses of the transaction  attributable to NAAC will be paid
from the amount held in the Escrow  Account.  TRG will pay the fees and expenses
of the transaction attributable to Guzzi Corp.

     The  consummation of the Merger is conditioned  upon various  matters.  The
obligations  of NAAC,  Guzzi Corp.  and TRG are  subject to various  conditions,
including (i) the  representations  and warranties of NAAC,  Guzzi Corp. and TRG
are  true and  correct  in all  material  respects  (as  defined  in the  Merger
Agreement) at the consummation of the Merger, (ii) performance of and compliance
with the  covenants,  agreements  and  conditions,  (iii) absence of any pending
claim, action, suit, investigation or governmental proceeding which would render
the Merger unlawful,  and (iv) receipt of all necessary  consents,  approvals or
waivers.  The  obligation  of NAAC to  consummate  the Merger is also subject to
approval  of various  matters by the  stockholders  of NAAC and  approval by the
security holders of Guzzi Corp.

     The Merger  Agreement may be  terminated by (i) mutual  consent of NAAC and
Guzzi Corp.  and TRG, (ii) by Guzzi Corp. if the cash assets of NAAC at the time
of the Merger are less than  $8,000,000  (after  various cash expenses of NAAC),
(iii) if the Merger is not  consummated by February 18, 1999, (iv) if there is a
breach  of  any  of  the  covenants,  representations  or  warranties  as of the
consummation of the Merger that have not been waived,  or (v) the failure of the
stockholders  of  NAAC  to  approve  the  transaction  or up to 20% of the  NAAC
stockholders  who are  eligible to, and do,  exercise  their right to have their
Class A Common Stock redeemed at the time of the Merger.

Item 7.  Financial Statement and Exhibits

         (a)      The following documents are filed herewith as exhibits:

                  2.1      Agreement and Plan of Merger and Reorganization dated
                           as of August 18, 1998 (without schedules or exhibits)
                           (Incorporated   by  reference  from  Exhibit  2.1  of
                           Registration Statement No. 333-65267)

                  2.2      First  Amendment to Agreement  and Plan of Merger and
                           Reorganization   dated  as  of   December   3,   1998
                           (Incorporated   by  reference  from  Exhibit  2.2  of
                           Registration Statement No. 333- 65267).

         (b)      Financial Statements

                  None

         (c)      Pro Forma Financial Information

                  None


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                                    SIGNATURE


         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 CORP.



                                           /s/ David J. Mitchell  
                                      ---------------------------------  
                                      Name:  David J. Mitchell
                                      Title:   President


Date:  December 31, 1998


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