TeleSign Corporation entered into a definitive agreement to acquire North Atlantic Acquisition Corporation (NasdaqCM:NAAC) from NAAC Sponsor LP and others in a reverse merger transaction on December 16, 2021. The transaction implies a pro forma enterprise value of $1.3 billion. Proximus Group is not selling any of its shares in the transaction and will own 66.5% of the combined company upon completion of the transaction. NAAC Holdco has agreed to acquire such Purchased Shares from BICS, in exchange for (i) Cash Consideration and (ii) NAAC Holdco Common Stock issued to BICS in the quantity equal to (a) (I) TeleSign Equity Value minus (II) the product of (A) ten dollars ($10.00) multiplied by (B) number of NAAC Founders Shares forfeited pursuant to provisions of Transaction Support Agreement minus (III) TeleSign Transaction Expenses minus (IV) NAAC Transaction Expenses, divided by (b) ten. Each NAAC Unit shall be cancelled in exchange for consideration consisting of (a) right to receive one validly issued, fully paid and non-assessable share of NAAC Holdco Common Stock and (b) on substantially equivalent terms and conditions as NAAC Public Warrants, one-third of one warrant to acquire one share of NAAC Holdco Common Stock. Each NAAC Class A Ordinary Share shall be cancelled in exchange for consideration consisting of right to receive one validly issued, fully paid and non-assessable share of NAAC Holdco Common Stock. Each NAAC Founders Share shall be cancelled in exchange for consideration consisting of right to receive one validly issued, fully paid and non-assessable share of NAAC Holdco Common Stock. Each NAAC Public Warrant shall be cancelled in exchange for consideration consisting of right to receive, on substantially equivalent terms and conditions as NAAC Public Warrants, one NAAC Holdco Public Warrant. Each NAAC Founder Warrant shall be cancelled in exchange for consideration consisting of right to receive, on substantially equivalent terms and conditions as NAAC Founder Warrants, one warrant to acquire one share of NAAC Holdco Common Stock. TeleSign has also secured $107.5 million in Private Investment in Public Equity (PIPE) financing from a group of investors including SFPI-FPIM. Upon closing, combined operating entity will be renamed as "TeleSign, Inc." and will continue to be led by Joe Burton as Chief Executive Officer, along with management team. Board of directors of NAAC Holdco shall consist of eight members, including chief executive officer of Holdco, five individuals designated by BICS in its sole discretion, three of which will be independent directors, one individual designated by Sponsor in its sole discretion, and one individual designated by such PIPE Investor in its sole discretion, and that parties thereto will not take any action to remove another party's designee, and each party will be entitled to replace any vacancy arising in relation to a director previously designated by such party, for periods of time specified for such party therein. As part of the agreement, NAAC has agreed to relocate its country of incorporation to the US (Delaware).

Transaction is subject to among other things, SEC review, Stock Exchange Listing, approval of NAAC shareholders, Registration Statement effectiveness, NAAC having at least $5,000,001 of net tangible assets as described under agreement, expiration or termination of the waiting period under the Hart-Scott-Rodino Act, receipt of NSIA Approval and PRC National Security Approval, regulatory approvals, Officer Certificates, Registration Rights Agreement, Sponsor shall deliver an irrevocable and unconditional written waiver of all of its rights pursuant to Section 15 of the Promissory Note, aggregate cash proceeds from NAAC's trust account, Private Placements, together with the proceeds from the Private Placements, equaling no less than $200,000,000, All officers and directors of New NAAC and NAAC Holdco shall have executed written resignations and the satisfaction of other customary closing conditions. Transaction has been unanimously approved by Boards of Directors of TeleSign, Proximus Group and NAAC. Board of Directors of NAAC has recommended approval of Agreement by shareholders of NAAC. As of January 7, 2022, North Atlantic Acquisition Corporation announced the confidential submission with the U.S. Securities and Exchange Commission of a draft registration statement on Form S-4. As of March 21, 2022, NAAC announced the public filing with SEC of a registration statement on Form S-4. As of April 20, 2022, North Atlantic Acquisition Corp. and TeleSign Corporation announced the effectiveness of the Registration Statement on Form S-4. The shareholders meeting of NAAC is expected to be held on May 18, 2022. The Extraordinary Meeting has been postponed until June 1, 2022. On June 1, 2022, NAAC postponed NAAC's extraordinary general meeting of shareholders. Transaction is expected to close in the second quarter of 2022. As of February 18, 2022, the transaction is expected to close in mid-2022. As of March 21, 2022, transaction is expected to close in Q2 2022.

Morgan Stanley & Co. LLC acted as sole financial advisor to TeleSign. Lazard acted as lead financial and capital markets advisor to NAAC. Cohen & Company Capital Markets and BTIG LLC both acted as capital market advisors to NAAC. Morgan Stanley and J.P. Blueshirt Capital Advisors is also serving as an investor relations advisor to TeleSign. Panos Katsambas, Lynwood Reinhardt, Sahra Dalfen, Ron J. Scharnberg and John Ngo from Reed Smith LLP and Ari Edelman, Meir A. Lewittes, John Robert, Eric S. Klee, David P. Saunders, Michelle S. Strowhiro and Erin Turley from McDermott Will & Emery LLP both acted as legal advisors to NAAC while Jeffrey Cohen, An-Sofie Van Hootegem, Eric Pottier and Peter Cohen-Millstein of Linklaters LLP acted as legal advisors to TeleSign. Morgan Stanley & Co. LLC is advising Proximus on the sale of TeleSign in the transaction. J.P. Morgan Securities LLC acted as financial advisor to North Atlantic Acquisition Corporation. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to NAAC. Morrow & Co., LLC acted as proxy solicitor with a service fee of $37,500 to NAAC. Reed Smith LLP, Lazard Ltd and Ernst & Young Global Limited acted as due diligence providers to NAAC.

TeleSign Corporation cancelled the acquisition of North Atlantic Acquisition Corporation (NasdaqCM:NAAC) from NAAC Sponsor LP and others in a reverse merger transaction on June 30, 2022. The transaction has been terminated, as the customary conditions precedent (including the minimum cash condition) required to close the transaction were not met by June 30 as stipulated in the business combination agreement.