S-1MEF 1 tm213881d1_s1mef.htm S-1MEF

 

As filed on January 22, 2021 with the U.S. Securities and Exchange Commission.

Registration No. 333-              

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

   

FORM S-1

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

   

North Atlantic Acquisition Corporation
(Exact name of registrant as specified in its charter)

   

Cayman Islands   6770   N/A
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

   

1345 Avenue of the Americas,

New York, NY 10105

Tel: +353 1 567 6959

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

   

Gary Quin, CEO

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas,

New York, NY 10105

Tel: +353 1 567 6959

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

   

  Copies to:  
     
Douglas S. Ellenoff, Esq.
Benjamin S. Reichel, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas,
New York, NY 10105
Tel: (212) 370-1300
Michael Johns
Maples and Calder
P.O. Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Tel: (345) 949-8066
Derek J. Dostal
Deanna L. Kirkpatrick
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450-4000

   

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-251887

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

  Large accelerated filer  ¨   Accelerated filer    ¨  
  Non-accelerated filer  x   Smaller reporting company    x  
        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 7(a)(2)(B) of the Securities Act. ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered  Amount
Being
Registered
  Proposed
Maximum
Offering
Price per
Security(1)
   Proposed
Maximum
Aggregate
Offering
Price(1)
   Amount of
Registration
Fee
 
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2)  3,450,000 Units  $10.00   $34,500,000   $3,763.95 
Class A ordinary shares included as part of the units(3)  3,450,000 Shares           (4)
Redeemable warrants included as part of the units(3)  1,150,000 Warrants           (4)
Total          $34,500,000   $3,763.95(5)

 

(1)Estimated solely for the purpose of calculating the registration fee.

 

(2)Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-251887).

 

(3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(4)No fee pursuant to Rule 457(g).

 

(5)The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-251887), which was declared effective by the Securities and Exchange Commission on January 21, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $34,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462 (b) under the Securities Act of 1933, as amended.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 3,450,000 additional units of North Atlantic Acquisition Corporation, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251887) (the “Prior Registration Statement”), initially filed by the Registrant on January 4, 2021 and declared effective by the Securities and Exchange Commission on January 21, 2021. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of January 22, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than January 22, 2021.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-251887) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.   Description
     
5.1   Opinion of Ellenoff Grossman & Schole LLP
     
5.2   Opinion of Maples and Calder, Cayman Islands counsel to the Registrant.
     
23.1   Consent of Marcum LLP
     
23.2   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
     
23.3   Consent of Maples and Calder (included in Exhibit 5.2).
     
24   Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-251887), filed on January 4, 2021.

   

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cork, Ireland, on the 22nd day of January, 2021.

 

  NORTH ATLANTIC ACQUISITION CORPORATION
     
  By: /s/ Gary Quin
    Name: Gary Quin
    Title: Chief Executive Officer

  

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title Date
/s/ Gary Quin   Chief Executive Officer
(Principal Executive Officer)
January 22, 2021
Gary Quin      
/s/ Mark Keating   Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
January 22, 2021
Mark Keating      
       
/s/ Andrew Morgan   Chairman January 22, 2021
Andrew Morgan      
       
/s/ Patrick Doran   Director January 22, 2021
Patrick Doran      
       

 

AUTHORIZED U.S. REPRESENTATIVE

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of North Atlantic Acquisition Corporation has signed this registration statement in the City of Newark, Delaware, on 22nd day of January, 2021.

 

  PUGLISI & ASSOCIATES
   
  By: /s/ Donald J. Puglisi
    Name: Donald J. Puglisi
    Title: Managing Director

 

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