North Atlantic Acquisition (NAAC) DEFM14AProxy related to merger

You are cordially invited to attend the extraordinary general meeting of North Atlantic Acquisition Corporation, a Cayman Islands exempted company (“NAAC,” “our,” or “us”), which will be held in person on May 18, 2022, at 11:00 a.m., Eastern time, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or such other date, time, and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, we are also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”).

At the SPAC Merger Effective Time, pursuant to the SPAC Merger, (a) each then-outstanding Class A ordinary share, par value $0.0001 per share, of NAAC (the “Class A Ordinary Shares”) will be canceled in exchange for consideration consisting of the right to receive one share of common stock, par value $0.0001 per share, of New Holdco (the “New Holdco Common Stock”); (b) each then-outstanding Class B ordinary share, par value $0.0001 per share, of NAAC (the “Class B Ordinary Shares”) will be canceled in exchange for consideration consisting of the right to receive one share of New Holdco Common Stock; (c) each then-outstanding warrant of NAAC (the “NAAC Warrants”) will be cancelled in exchange for consideration consisting of the right to receive one warrant to purchase one share of New Holdco Common Stock (the “New Holdco Warrants”), pursuant to that certain warrant agreement by and between NAAC and Continental Stock Transfer & Trust Company; and (d) each then-outstanding unit of NAAC, each consisting of one Class A Ordinary Share and one-third of one NAAC Warrant (the “NAAC Units”), will be canceled in exchange for consideration consisting of (i) the right to receive one share of New Holdco Common Stock and (ii) the right to receive one-third of one New Holdco Warrant.

Immediately following the SPAC Merger Effective Time, New Holdco will purchase from BICS all outstanding shares of TeleSign Common Stock in exchange for (i) the Share Consideration and (ii) the Cash Consideration. See the section entitled “The Business Combination” of the accompanying proxy statement/prospectus for further information on the consideration being paid to BICS.

NAAC Sponsor LP, a Delaware limited partnership (the “Sponsor”), and NAAC’s officers and directors, have agreed to (a) vote all of their Class A Ordinary Shares and Class B Ordinary Shares in favor of the Business Combination and (b) waive their redemption rights with respect to their Class B Ordinary Shares and any public shares they own in connection with the consummation of the Business Combination. Such Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per-share redemption price applicable to public shares that are redeemed. As of the date of the accompanying proxy statement/prospectus, the initial shareholders own approximately 21.8% of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares in the aggregate. No consideration was paid to the Sponsor or to any of NAAC’s officers and directors in exchange for their agreeing to vote all of the Class A and Class B Ordinary Shares in favor of the Business Combination, nor for their agreeing to waive their redemption rights with respect to the Class B Ordinary Shares and any public shares they own.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including but not limited to the condition that NAAC have cash on hand, after distribution of the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights, of at least $200 million after giving effect to the PIPE Financing. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement if the closing conditions are not met. In addition, in no event will NAAC redeem public shares in an amount that would cause NAAC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act.

NAAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general

Each of the Business Combination Proposals, the Organizational Documents Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval and adoption of each of the other Condition Precedent Proposals.

Only holders of record of Class A ordinary shares, par value $0.0001 per share, of NAAC (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share, of NAAC (the “Class B Ordinary Shares”) at the close of business on April 13, 2022 are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments thereof.

Pursuant to the Existing Organizational Documents, a holder of Class A Ordinary Shares issued as part of the units sold in NAAC’s initial public offering (the “public shares,” and holders of such public shares, the “public shareholders”), other than officers, directors and shareholders of NAAC that held Class B Ordinary Shares prior to NAAC’s initial public offering (the “initial shareholders”), may request that NAAC redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern time, on May 16, 2022 (two business days before the extraordinary general meeting) in order for their public shares to be redeemed.

The approval of each of the Share Acquisition Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote of the holders of a majority of the Ordinary Shares of NAAC represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting of NAAC. Approval of each of the SPAC Merger Proposal, the Advisory Organizational Documents Proposals and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares of NAAC represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting of NAAC. Accordingly, a shareholder’s failure to vote in person or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF CLASS A ORDINARY SHARES YOU OWN. To ensure your representation at the extraordinary general meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy

“Acquisition Closing” are to the closing of the Share Acquisition;

“Acquisition Closing Date” are to the business day following the SPAC Merger Closing Date or such later date as the parties may agree in writing that is not more than two business days after the SPAC Merger Closing Date and no later than three business days after the date of the satisfaction or waiver of the conditions to the Acquisition Closing as set forth in the Business Combination Agreement;

“Affiliate” as defined in Rule 144 under the Securities Act;

“Ancillary Agreements” means the Subscription Agreements, the Proximus Non-Compete Agreement, the Stockholders Agreement, Transaction Support Agreement, A&R Registration Rights Agreement and all other agreements, certificates and instruments executed and delivered by NAAC, New Holdco, New SPAC, BICS or TeleSign in connection with the transactions contemplated by the Business Combination Agreement;

“Assumed NAAC Warrants” are to the warrants to purchase shares of New Holdco Common Stock into which the NAAC Warrants will convert at the SPAC Merger Effective Time;

“Business Combination” are to the SPAC Merger, the Share Acquisition, and all other transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” are to that certain Business Combination Agreement, dated as of December 16, 2021 as amended, by and among NAAC, TeleSign, BICS, New SPAC, and New Holdco;

“Class A Ordinary Shares” are to NAAC’s Class A ordinary shares, par value $0.0001 per share;

“Class B Ordinary Shares” are to NAAC’s Class B ordinary shares, par value $0.0001 per share;

“Code” are to the U.S. Internal Revenue Code of 1986, as amended;

“Company Disclosure Schedule” means TeleSign’s disclosure schedule delivered by TeleSign in connection with the Business Combination Agreement;

“Company Group Member” means TeleSign and each Company Subsidiary;

“Company Subsidiary” means each subsidiary of TeleSign.

“Company Transaction Expenses” means all fees and expenses incurred in connection with, or otherwise related to, the transactions contemplated by the Business Combination Agreement, the

“DGCL” are to the Delaware General Corporation Law;

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

the outcome of any legal proceedings that have been or may be instituted against NAAC following announcement of the Business Combination;

the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of NAAC, or satisfy the other conditions to closing in the Business Combination Agreement;

the ability to obtain or maintain the listing of New Holdco Common Stock on Nasdaq following the Business Combination;

the risk that NAAC may not be able to consummate the PIPE Financing;

the risk that the proposed Business Combination disrupts current plans and operations of TeleSign or NAAC as a result of the announcement and consummation of the Business Combination;

NAAC’s ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of New Holdco to grow and manage growth profitably following the Business Combination;

costs related to the Business Combination;

New Holdco’s success in retaining or recruiting, or changes in, its officers, key employees or directors following the Business Combination;

changes in applicable laws or regulations;

the possibility that COVID-19 may hinder NAAC’s ability to consummate the Business Combination;

the possibility that COVID-19 may adversely affect the results of operations, financial position, and cash flows of NAAC, TeleSign, or New Holdco;

technological changes;

data security breaches or other network outages; and

NAAC is a blank check company incorporated on October 14, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. For more information about NAAC, see the section entitled “Information About NAAC.” When you consider the NAAC Board’s recommendation of the Proposals (as defined below), you should keep in mind that NAAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of NAAC shareholders generally. NAAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of the Sponsor and NAAC Directors and Officers in the Business Combination” for additional information. The NAAC Board was aware of and considered these interests, among other matters, in recommending that NAAC shareholders vote “FOR” each of the Proposals.

There are currently 37,950,000 Class A Ordinary Shares and 9,487,500 Class B Ordinary Shares issued and outstanding. In addition, there are currently 19,776,667 NAAC Warrants outstanding, consisting of 12,650,000 public warrants and 7,126,667 private placement warrants. Each whole NAAC Warrant entitles the holder to purchase one whole Class A Ordinary Share for $11.50 per share. The NAAC Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination and 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. Once the public warrants become exercisable, NAAC may redeem the outstanding public warrants, in whole and not in part, for cash in accordance with, and subject to the terms of, the Warrant Agreement. The private placement warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. For more information about the terms of the warrants, see the subsection entitled “Description of Securities — Warrants — Public Warrants.”

In connection with the Share Acquisition, it is anticipated that in exchange for all outstanding shares of TeleSign Common Stock, BICS will receive (i) the Share Consideration and (ii) the Cash Consideration. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

Unless lawfully waived by the parties to the Business Combination Agreement, the Acquisition Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, receipt of the requisite NAAC shareholder approval of the Business Combination Agreement, Available Cash of at least $200 million, the Business Combination as contemplated by this proxy statement/prospectus, and certain other proposals at the extraordinary general meeting. For more information about the closing conditions to the Business Combination, see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

the public shareholders will own 50,600,000 shares of New Holdco Common Stock, or approximately 26% of the issued and outstanding New Holdco Common Stock;

the PIPE Investors will own 11,698,750 shares of New Holdco Common Stock, or approximately 6% of the issued and outstanding New Holdco Common Stock; and

the initial shareholders will own 15,665,417 shares of New Holdco Common Stock, or approximately 8% of the issued and outstanding New Holdco Common Stock (which, for the avoidance of doubt, does not include shares of New Holdco Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

a U.S. holder that holds Class A Ordinary Shares that have a fair market value of $50,000 or more and that, on the date of the SPAC Merger, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Class A Ordinary Shares provided certain other requirements are satisfied. Any such U.S. holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption).

hold public shares or, if you hold public shares through NAAC Units, you elect to separate your NAAC Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

submit a written request to Continental Stock Transfer & Trust Company, NAAC’s transfer agent, in which you (i) request that New Holdco redeem all or a portion of your public shares for cash and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number, and address; and

deliver your public shares to Continental Stock Transfer & Trust Company, NAAC’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

TeleSign’s solutions are accessed by a large number of customers, often at the same time. As TeleSign continues to expand the number of its customers and solutions available to TeleSign’s customers, its technology may not be able to scale to accommodate the increased capacity requirements, which may result in interruptions or delays in service. In addition, the failure of third-party cloud infrastructure providers, third-party internet service providers or other third-party service providers whose services are integrated with TeleSign’s solutions to meet TeleSign’s capacity requirements could result in interruptions or delays in access to TeleSign’s solutions or impede its ability to scale its operations. Any of the above circumstances or events may harm TeleSign’s reputation, cause customers to terminate their agreements with it, impair its ability to grow its customer base, result in the expenditure of significant financial, technical and engineering resources, subject TeleSign to financial penalties and liabilities under its service level agreements, and otherwise could adversely affect its business, financial condition, and results of operations.

TeleSign depends on data processing, communication, and information exchange on a variety of platforms and networks and over the internet. TeleSign cannot be certain all of its systems are entirely free from unlawful or fraudulent activities, despite safeguards it has installed. TeleSign does business with a number of third-party service providers and vendors with respect to its business, data, and communications needs. Any current or future fraud or unlawful activities in TeleSign’s operations may result in significant liability to TeleSign in excess of its insurance coverage, and may cause existing and potential customers to refrain from doing business with TeleSign. Although TeleSign, with the help of third-party service providers, intends to continue to implement various safeguards and establish operational procedures to prevent such damage, there can be no assurance that these measures will be successful.

Employee or customer fraud could subject TeleSign to operational losses or regulatory sanctions and seriously harm TeleSign’s reputation. Misconduct by TeleSign’s employees could include hiding unauthorized activities, improper or unauthorized activities on behalf of a customer, or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions TeleSign takes to prevent and detect this activity may not be effective in all cases. TeleSign maintains a substantial system of internal controls and insurance coverage to mitigate against operational risks, including data processing failures and errors and customer or employee fraud. Should TeleSign’s internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have an adverse effect on its business, financial condition, or results of operations.

TeleSign success depends in part on the interoperability of TeleSign’s solutions with TeleSign’s customers’ IT infrastructures, including third-party operating systems, applications, data and devices that TeleSign has not developed and does not control. Third-party products and services are constantly evolving, and TeleSign may not be able to modify its products to ensure their compatibility with those of other third parties following development changes. Any changes in such infrastructure, operating systems, applications, data or devices that degrade the functionality of TeleSign’s solutions or give preferential treatment to competitive solutions could adversely affect the adoption and usage of TeleSign’s products. TeleSign may not be successful in quickly or cost effectively adapting its solutions to operate effectively with these operating systems, applications, data, or devices. If it is difficult for TeleSign’s customers to access and use TeleSign’s solutions, or if TeleSign’s solutions cannot conveniently connect a broadening range of applications, data and devices, then TeleSign’s customer growth and retention may be harmed, and its business, financial condition, and results of operations could be adversely affected. TeleSign relies on open-source software for many integrations between TeleSign’s solutions and third-party applications that TeleSign’s customers utilize, and in other instances on such third parties making available the necessary tools for TeleSign to create interoperability with their applications. If application providers were to move away from open standards, or if a critical, widely-utilized application provider were to adopt proprietary integration standards and not make them available for the purposes of facilitating interoperability with TeleSign’s solutions, the utility of TeleSign’s solutions for TeleSign’s customers would be decreased, TeleSign’s solutions may become less marketable, less competitive, or obsolete, and its business, financial condition, and results of operations could be adversely affected.

TeleSign’s business depends on its intellectual property, the protection of which is crucial to the success of its business. TeleSign relies on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect its intellectual property. In addition, TeleSign attempts to protect its intellectual property, technology and confidential information by requiring its employees and consultants who develop intellectual property on TeleSign’s behalf to enter into confidentiality and assignment of inventions agreements and non-competition agreements, and third parties to enter into nondisclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of TeleSign’s confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of TeleSign’s confidential information, intellectual property or technology. Despite TeleSign’s efforts to protect its proprietary rights, unauthorized parties may copy aspects of its website features, software and functionality or obtain and use information that TeleSign considers proprietary.

There continues to be significant and organized cyber-attack activity against western organizations, including but not limited to the technology sector, and no organization is fully immune to cyber-attacks. Risks related to cyber-attack arise in the following areas:

Consolidation in the markets in which TeleSign competes may affect its competitive position. This is particularly true in circumstances where customers are seeking to obtain a broader set of solutions and services than TeleSign is currently able to provide. In addition, some of TeleSign’s competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships with telecommunication providers, system integrators, third-party consulting firms, or other parties. Any such consolidation, acquisition, alliance, or cooperative relationship could lead to pricing pressure and loss of TeleSign’s market share and could result in a competitor with greater financial, technical, marketing, service, and other resources, all of which could harm TeleSign’s ability to compete. Furthermore, customers may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existing infrastructure with TeleSign’s solutions. Any failure to meet and address the foregoing could adversely affect TeleSign’s business, financial condition, and results of operations.

TeleSign’s business experiences customer concentration from time to time. For the year ended December 31, 2021, Microsoft and Amazon together accounted for 37% of TeleSign’s revenue. While TeleSign does not believe that the loss of any single customer would have a material adverse effect on TeleSign, such loss could result in an adverse impact on certain of TeleSign’s businesses. The loss of a customer or reduction in usage volumes could adversely impact TeleSign’s revenue, the absorption of fixed overhead costs and TeleSign’s future expansion plans. TeleSign’s business operates in a competitive environment. Sales can fluctuate based on customer demand, market conditions and the competitive landscape. TeleSign’s ability to deliver high-quality solutions globally, quickly and accurately is critical to TeleSign’s success. Any delay or disruption could impact TeleSign’s competitive position and result in loss of customer usage, which could impact TeleSign’s financial position and operating results.

the discretionary nature of purchasing and budget cycles and decisions;

lengthy purchasing approval processes;

lengthy privacy and security considerations by the customer;

the industries in which TeleSign’s customers operate;

the evaluation of competing solutions and offerings during the purchasing process;

time, complexity and expense involved in replacing existing solutions;

announcements or planned introductions of new offerings, features or functionality by TeleSign’s competitors or of new offerings, features or functionality by TeleSign; and

evolving functionality demands.

TeleSign has experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on TeleSign’s management and its operational and financial resources. TeleSign’s employee headcount grew from 441 as of December 31, 2020 to 507 as of December 31, 2021. Employee growth has occurred at TeleSign’s headquarters, in its other office and among remote employees. As TeleSign expands its business in the U.S. and non-U.S. regions and matures as a public company, TeleSign may find it difficult to maintain its corporate culture while executing its growth plan. Any failure to execute TeleSign’s growth plan and manage organizational changes in a manner that preserves the key aspects of TeleSign’s culture could hurt TeleSign’s chance for future success, including TeleSign’s ability to recruit and retain employees, and effectively focus on and pursue TeleSign’s corporate objectives. This, in turn, could adversely affect its business, results of operations and financial condition.

Continued growth could challenge TeleSign’s ability to develop and improve its operational, financial, and management controls, enhance its reporting systems and procedures, recruit, train, and retain highly skilled personnel, and maintain customer satisfaction. In addition, TeleSign has encountered and will continue to encounter risks and challenges frequently experienced by growing companies in evolving industries, including market acceptance of its products, intense competition, and TeleSign’s ability to manage its costs

certain enterprises, especially those in industries that were severely affected by the pandemic, such as hospitality and travel, delaying or pausing digital transformation and expansion projects and negatively impacting IT spending, which has caused some potential customers to delay or forgo purchases of TeleSign’s services, extended payment terms, pricing reductions and some existing customers to fail to renew subscriptions, reduce their usage or fail to expand their usage of TeleSign’s solutions due to the COVID-19 pandemic’s impact on their business; and

restricting TeleSign’s sales operations and marketing efforts, reducing the effectiveness of such efforts in some cases and delaying or lengthening TeleSign’s sales cycles.

In light of the spread of COVID-19, TeleSign has taken precautionary measures intended to reduce the risk of the virus spreading to TeleSign’s employees, TeleSign’s customers and the communities in which it operates. These precautionary measures and policies could negatively impact product innovation and development and employee and organizational productivity, training, and collaboration, or otherwise disrupt TeleSign’s business operations. The extent and duration of working remotely may expose TeleSign to increased risks of security breaches or incidents. TeleSign may need to enhance the security of its solutions and offerings, its data, and internal IT infrastructure, which may require additional resources and may not be successful.

Other disruptions or potential disruptions resulting from the COVID-19 pandemic and any future outbreak or other public health emergency could include restrictions on TeleSign’s personnel and the personnel of TeleSign’s partners to travel and access customers, delays in product development efforts and additional government requirements or other incremental mitigation efforts that may further impact TeleSign’s business, financial condition, and results of operations. The extent to which the COVID-19 pandemic continues to impact TeleSign’s business and results of operations will also depend on future developments that are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the disease, the duration and spread of the outbreak, the scope of travel restrictions imposed in geographic areas in which TeleSign operates, mandatory or voluntary business closures, the impact on businesses and financial and capital markets and the extent and effectiveness of the development and distribution of vaccines and other actions taken throughout the world to contain the virus or treat its impact. An extended period of global supply chain and economic disruption as a result of the COVID-19 pandemic

TeleSign generated 30% of its revenue outside the United States for the year ended December 31, 2021. TeleSign’s growth strategy depends, in part, on TeleSign’s continued international expansion. TeleSign is continuing to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will be successful. Between December 31, 2020 and December 31, 2021, TeleSign’s headcount grew from 441 employees to 507 employees, 62% of which are located outside of the U.S. TeleSign expects to open additional international offices and hire employees to work at these offices in order to reach new customers and gain access to additional technical talent. Operating in international markets requires significant resources and management attention and will subject TeleSign to regulatory, economic and political risks in addition to those TeleSign already faces in the United States.

As TeleSign’s international operations expand, its exposure to the effects of fluctuations in currency exchange rates grows. For example, global political events, including Brexit, trade tariff developments and other geopolitical events have caused global economic uncertainty and variability in foreign currency exchange rates. While TeleSign has primarily transacted with customers and business partners in U.S. dollars, TeleSign has transacted with customers and suppliers in Euros and GBP. TeleSign expects to significantly expand the number of transactions with customers that are denominated in foreign currencies in the future as TeleSign continues to expand its business internationally. TeleSign also incurs expenses for some of its network service provider costs outside of the United States in local currencies and for employee compensation and other operating expenses at TeleSign’s non-U.S. locations in the respective local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in an increase to the U.S. dollar equivalent of such expenses. In addition, TeleSign’s international subsidiaries maintain net assets that are denominated in currencies other than the functional operating currencies of these entities. As TeleSign continues to expand its international operations, TeleSign becomes more exposed to the effects of fluctuations in currency exchange rates. Accordingly, changes in the value of foreign currencies relative to

develop and enhance its solutions;

continue to expand its product development, sales and marketing organizations;

hire, train and retain employees;

respond to competitive pressures or unanticipated working capital requirements; or

pursue acquisition opportunities.

Telesign did not design and maintain effective controls over certain information technology (IT) general controls for information systems that are relevant to the preparation of its financial statements, specifically, with respect to: (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel, and (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored. These IT deficiencies did not result in a material misstatement to the financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.

TeleSign is continuing to develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed by TeleSign in the reports that it will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to TeleSign’s principal executive and financial officers. TeleSign is also continuing to improve its internal control over financial reporting. TeleSign has expended, and anticipates that it will continue to expend, significant resources in order to maintain and improve the effectiveness of TeleSign’s disclosure controls and procedures and internal control over financial reporting.

Although TeleSign believes these actions would remediate the material weaknesses, there can be no assurance that the material weaknesses will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future.

TeleSign’s current controls and any new controls that it develops may become inadequate because of changes in the conditions in its business, including increased complexity resulting from any further international expansion. Further, weaknesses in TeleSign’s disclosure controls or TeleSign’s internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm TeleSign’s results of operations or cause TeleSign to fail to meet its reporting obligations and may result in a restatement of TeleSign’s financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of TeleSign’s internal control over financial reporting that it will eventually be required to include in TeleSign’s periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in TeleSign’s reported financial and other information, which would likely adversely affect the market price of TeleSign’s common stock. In addition, if TeleSign is unable to continue to meet these requirements, TeleSign may not be able to remain listed on Nasdaq. TeleSign is not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and is therefore not required to make a formal assessment of the effectiveness of TeleSign’s internal control over financial reporting for that purpose. As a public company, TeleSign will be required to provide an annual management report on the effectiveness of TeleSign’s internal control over financial reporting commencing with TeleSign’s second annual report on Form 10-K.

require costly litigation to resolve or the payment of substantial damages, ongoing royalty payments, or other significant amounts to settle such disputes;

require significant management time and attention;

cause TeleSign to enter into unfavorable royalty or license agreements, which may not be available on commercially reasonable terms, if at all;

require TeleSign to discontinue the sale of some or all of TeleSign’s solutions, remove, or reduce features or functionality of TeleSign’s solutions or comply with other unfavorable terms;

require TeleSign to expend additional development resources to redesign TeleSign’s solutions.

Some of TeleSign’s customer agreements contain provisions permitting the customer to become a party to, or a beneficiary of, a source code escrow agreement under which TeleSign places the proprietary source code for certain of TeleSign’s products in escrow with a third party, and in certain circumstances, upon customer request, TeleSign also makes available the source code of TeleSign’s proprietary software. TeleSign is currently party to a source code escrow agreement, pursuant to which an escrow agent may release TeleSign’s source code to customers identified as beneficiaries under such agreement if TeleSign becomes the subject of a voluntary or involuntary petition in bankruptcy (other than a case filed under chapter 11 of the U.S. Bankruptcy Code), and such petition is not dismissed within 120 days of filing, or if TeleSign admits in writing of TeleSign’s inability to pay TeleSign’s debts as they become due. TeleSign has never released TeleSign’s source code from escrow. Agreements with certain customers may also require TeleSign to release TeleSign’s source code under certain other circumstances, such as material breach of the applicable agreement. Disclosing the content of TeleSign’s source code may limit the intellectual property protection TeleSign can obtain or maintain for TeleSign’s source code or TeleSign’s products containing that source code

TeleSign’s or requires TeleSign to make modifications to its solutions, which could significantly limit the adoption and deployment of TeleSign’s technologies or result in significant expense to modify its solutions.

TeleSign publicly posts its privacy policies and practices concerning TeleSign’s collection, use, disclosure and other processing of the personal data provided to TeleSign by its customers. Although TeleSign endeavors to comply with its public statements and documentation, it may at times fail to do so or be alleged to have failed to do so. TeleSign’s publication of its privacy policies and other statements it publishes that provide promises and assurances about privacy, data protection and information security can subject TeleSign to potential regulatory action and/or private litigation, not only if they are found to be non-compliant with applicable requirements but also if such statements are found to be deceptive, unfair or misrepresentative of TeleSign’s actual practices.

Evolving and changing definitions of what constitutes “personal information” and “personal data” within the EEA, the United States and elsewhere, especially relating to classification of IP addresses, machine or device identification numbers, location data and other information, may limit or inhibit TeleSign’s ability to operate or expand its business, including limiting technology alliance partners that may involve the sharing of data. In addition, rapidly-evolving privacy laws and frameworks distinguish between a data processor and data controller (or under the CCPA, whether a company is a ‘service provider’), and different risks and requirements may apply to TeleSign, depending on the nature of TeleSign’s data processing activities. If TeleSign’s business model expands and changes over time, different sets of risks and requirements may apply to TeleSign, requiring it to re-orient the business accordingly.

If TeleSign’s solutions are perceived to cause, or are otherwise unfavorably associated with, violations of privacy, data protection or information security requirements, they may subject TeleSign or its customers to public criticism and potential legal liability. Existing and potential laws, rules and regulations concerning privacy, data protection and information security and increasing sensitivity of consumers to unauthorized processing of personal data may create negative public reactions to technologies, products and services such as TeleSign’s. Public concerns regarding privacy, data protection and information security may cause some of TeleSign’s customers’ end users to be less likely to visit their websites or otherwise interact with them. If enough end users choose not to visit TeleSign’s customers’ websites or otherwise interact with them, TeleSign’s customers could stop using TeleSign’s solutions. This, in turn, would reduce the value of TeleSign’s service, and slow or eliminate the growth of its business, or cause TeleSign’s business to contract.

TeleSign’s business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing data privacy, security and protection laws and regulations, intellectual property, employment and labor laws, workplace safety, consumer protection laws, anti-bribery laws, import and export controls, immigration laws, federal securities laws and tax laws and regulations. In certain foreign jurisdictions, these regulatory requirements may be more stringent than in the United States. These laws and regulations impose added costs on TeleSign’s business. Noncompliance with applicable regulations or requirements could subject TeleSign to:

There is also a high level of uncertainty in today’s tax environment stemming from both global initiatives put forth by the Organization for Economic Co-operation and Development, or OECD, and unilateral measures being implemented by various countries due to a lack of consensus on these global initiatives. As an example, the OECD has put forth two proposals — Pillar One and Pillar Two — that revise the allocation of revenues to market jurisdiction based on customer jurisdiction rather than physical presence of the provider and ensure a minimal level of taxation, respectively. Further, certain countries have implemented or are considering implementing measures such as digital services tax. These measures and corresponding tariffs in response to such measures create additional tax liabilities and uncertainty. As a result, TeleSign may have to pay higher taxes in countries where such rules are applicable. Further, any changes in the U.S. or foreign taxation of TeleSign’s international business activities may also apply retroactively to TeleSign’s historical operations and result in taxes greater than the amounts estimated and recorded in its financial statements.

Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% cumulative change (by value) in its equity ownership by certain shareholders or groups of shareholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carry-forwards and other pre-change tax attributes, such as research tax credits and interest deduction carryover, to offset its post-change income may be limited. Any ownership change in the future could result in increased future tax liability. In addition, TeleSign may experience ownership changes in the future as a result of subsequent shifts in its stock ownership. As a result, if TeleSign earns net taxable income, its ability to use its pre-change net operating

New Holdco will qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act. For as long as New Holdco continues to be an emerging growth company, it may choose to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies, including, but not limited to: (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”); (ii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements; and (iii) exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. New Holdco will remain an emerging growth company until the last day of the fiscal year ending after the fifth anniversary of the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, though it may cease to be an emerging growth company earlier if (1) it has more than $1.07 billion in annual gross revenue, (2) it qualifies as a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, or (3) it issues, in any three-year period, more than $1.0 billion in non-convertible debt securities held by non-Affiliates. New Holdco currently intends to take advantage of each of the reduced reporting requirements and exemptions described above. As a result, New Holdco securityholders may not have access to certain information they may deem important.

Further, the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. New Holdco has elected, and expects to continue to elect, not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, New Holdco, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Holdco’s financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

Additionally, New Holdco will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

statements in its periodic reports. New Holdco will remain a smaller reporting company until the last day of the fiscal year in which it fails to meet the following criteria: (i) the market value of its common stock held by non-Affiliates does not exceed $250 million as of the end of that fiscal year’s second fiscal quarter; or (ii) its annual revenues do not exceed $100 million during such completed fiscal year and the market value of its common stock held by non-Affiliates does not exceed $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent New Holdco takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

It is difficult to predict whether investors will find New Holdco’s securities less attractive as a result of its taking advantage of these exemptions and relief granted to emerging growth companies and smaller reporting companies. If some investors find New Holdco’s securities less attractive as a result, the trading prices of New Holdco’s securities may be lower than they otherwise would be, there may be a less active trading market for New Holdco’s securities and the market price of New Holdco’s securities may be more volatile.

When New Holdco loses its “smaller reporting company” and “emerging growth company” status, it will no longer be able to take advantage of certain exemptions from reporting, and it will also be required to comply with the auditor attestation requirements of Section 404. New Holdco will incur additional expenses in connection with such compliance and its management will need to devote additional time and effort to implement and comply with such requirements.

As a public company following the Business Combination, TeleSign will incur legal, regulatory, finance, accounting, investor relations and other expenses that it did not previously incur as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. New Holdco will be subject to the Exchange Act, including the reporting requirements thereunder, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq rules and other applicable securities rules and regulations. Compliance with these rules and regulations will increase TeleSign’s legal and financial compliance costs, make some activities more difficult, time-consuming, or costly (although these costs are currently unable to be estimated with any degree of certainty), and increase demand on TeleSign’s systems and resources, particularly after New Holdco is no longer an “emerging growth company” or a “smaller reporting company.” The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. TeleSign’s management will need to devote a substantial amount of time to ensure that it complies with all of these requirements, diverting the attention of management away from revenue-producing activities. Further, these rules and regulations may make it more difficult and more expensive for TeleSign to obtain certain types of insurance, including directors’ and officers’ liability insurance, which could make it more difficult for TeleSign to attract and retain qualified members of its board of directors. TeleSign may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, enhanced legal and regulatory regimes and heightened standards relating to corporate governance and disclosure for public companies result in increased legal and financial compliance costs and make some activities more time consuming.

Pursuant to Section 404, once New Holdco is no longer an emerging growth company or a smaller reporting company, it may be required to furnish an attestation report on internal control over financial reporting issued by its independent registered public accounting firm. When New Holdco’s independent registered public accounting firm is required to undertake an assessment of its internal control over financial reporting, the cost of complying with Section 404 will significantly increase, and management’s attention may be further diverted from other business concerns, which could adversely affect TeleSign’s business and results of operations. TeleSign may need to hire more employees in the future or engage outside consultants to comply with the requirements of Section 404, which will further increase cost and expense.

If New Holdco is unable to satisfy its obligations as a public company, it could be subject to delisting of the New Holdco Common Stock, fines, sanctions, and other regulatory actions and potentially civil litigation.

After the consummation of the Business Combination, the trading price of the New Holdco Common Stock and New Holdco Warrants will be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond New Holdco’s control. These factors include:

In addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of New Holdco Common Stock, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of New Holdco management’s attention and resources.

jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in existing tax policies, laws, regulations, treaties, or interpretation thereof, changes in tax or rates, changes in the level of non-deductible expenses (including share-based compensation), changes in the location of New Holdco’s operations, changes in New Holdco’s future levels of research and development spending, mergers and acquisitions or the results of examinations by various tax authorities. Although New Holdco believes its tax estimates are reasonable, if the IRS or any other taxing authority disagrees with the positions taken on its tax returns, New Holdco could have additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on New Holdco’s results of operations and financial position.

New Holdco is a U.S. corporation and thus will be subject to U.S. corporate income tax on its worldwide income. Further, since New Holdco’s operations and customers are located throughout the United States, New Holdco will be subject to various U.S. state and local taxes. U.S. federal, state, local and non-U.S. tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to New Holdco and may have an adverse effect on its business and future profitability.

For example, several tax proposals have been set forth that would, if enacted, make significant changes to U.S. tax laws. Such proposals include an increase in the U.S. income tax rate applicable to corporations (such as New Holdco) from 21% to 28%. Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect New Holdco’s business and future profitability.

In the event that New Holdco’s business expands domestically or internationally, its effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect New Holdco’s future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of New Holdco’s business.

Additionally, after the Business Combination, New Holdco may be subject to significant income, withholding and other tax obligations in the United States and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. New Holdco’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on New Holdco’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities

could disagree with New Holdco’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If New Holdco does not prevail in any such disagreements, New Holdco’s profitability may be affected.

New Holdco’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

New Holdco is a holding company and, subsequent to the completion of the Business Combination, will have no material assets other than its direct and indirect equity interests in its subsidiaries. New Holdco will have no independent means of generating revenue. To the extent New Holdco’s subsidiaries have available cash, New Holdco will cause its subsidiaries to make distributions of cash to pay taxes, cover New Holdco’s corporate and other overhead expenses and pay dividends, if any, on the New Holdco Common Stock. To the extent that New Holdco needs funds and its subsidiaries fail to generate sufficient cash flow to distribute funds to New Holdco or are restricted from making such distributions or payments under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, New Holdco’s liquidity and financial condition could be materially adversely affected.

Although NAAC has conducted due diligence on TeleSign, there are no assurances that this diligence revealed all material issues that may be present in TeleSign, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of NAAC’s or New Holdco’s control will not later arise. As a result, following the consummation of the Business Combination, New Holdco may be forced to later write-down or write-off assets, restructure its operations or incur impairment or other charges that could result in losses. Even if NAAC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with NAAC’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on New Holdco’s liquidity, the fact that charges of this nature will be reported could contribute to negative market perceptions about New Holdco following the completion of the Business Combination or its securities. In addition, charges of this nature may cause New Holdco to be unable to obtain future financing on favorable terms or at all.

Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by public shareholders in connection with an Initial Business Combination, NAAC’s initial shareholders have agreed to vote any Class A Ordinary Shares and Class B Ordinary Shares owned by them in favor of the Business Combination. As of the date hereof, NAAC’s initial shareholders own shares equal to approximately 20% of NAAC’s issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares in the aggregate. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination than would be the case if the initial shareholders agreed to vote any Class A Ordinary Shares and Class B Ordinary Shares owned by them in accordance with the majority of the votes cast by NAAC’s public shareholders. No consideration was provided to NAAC’s initial shareholders in exchange for their agreeing to vote in favor of the business combination.

These financial interests of the Sponsor, NAAC’s officers and directors, and their respective Affiliates and associates may have influenced their motivation in identifying and selecting TeleSign as a business combination target, and their decision to approve the Transactions. In considering the recommendations of the NAAC Board to vote for the Proposals, NAAC public shareholders should consider these interests.

The NAAC Board was aware of and considered these interests, among other matters, in reaching the determination to approve the Business Combination and the Business Combination Agreement and in recommending that the holders of Ordinary Shares vote to approve the Business Combination and adopt

the Business Combination Agreement. For additional information, please see the subsection entitled “The Business Combination — Interests of the Sponsor and NAAC Directors and Officers in the Business Combination.”

The Sponsor and NAAC’s independent directors hold all 9,487,500 of the NAAC Founder Shares, representing 20% of the total outstanding NAAC shares upon completion of NAAC’s IPO. The NAAC Founder Shares will be worthless if NAAC does not complete an Initial Business Combination within the Combination Period. In addition, the Sponsor holds an aggregate of 7,126,667 private placement warrants that will also be worthless if NAAC does not complete an Initial Business Combination within the Combination Period.

The NAAC Founder Shares are identical to the Class A Ordinary Shares included in the NAAC Units, except that (a) the NAAC Founder Shares and the Class A Ordinary Shares into which the NAAC Founder Shares convert upon an Initial Business Combination are subject to certain transfer restrictions, (b) the Sponsor and NAAC’s officers and directors have entered into the IPO Letter Agreement with NAAC, pursuant to which they have agreed (i) to waive their redemption rights with respect to their NAAC Founder Shares and any public shares they own in connection with the completion of an Initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their NAAC Founder Shares if NAAC fails to complete an Initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if NAAC fails to complete an Initial Business Combination within the Combination Period) and (c) the NAAC Founder Shares are automatically convertible into Class A Ordinary Shares at the time of an Initial Business Combination. No consideration was provided to the Sponsor or NAAC’s officers and directors in exchange for their agreeing to waive their redemption and liquidation rights.

There are risks associated with TeleSign becoming publicly traded through the Business Combination instead of through an underwritten offering, including that investors will not receive the benefit of any independent review by an underwriter of TeleSign’s business, finances and operations, including its projections.

In addition, the Sponsor and certain of NAAC’s executive officers and directors have interests in the Transactions that may be different from, or in addition to, the interests of shareholders generally. Such interests may have influenced the directors of NAAC in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/

independent registered public accounting firm), prospective target businesses and other entities with which NAAC does business execute agreements with NAAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of NAAC’s public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against NAAC’s assets, including the funds held in the Trust Account. Although no third parties have refused to execute an agreement waiving such claims to the monies held in the Trust Account to date, if any third party refuses to execute such an agreement in the future, NAAC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if NAAC’s management believes that such third party’s engagement would be significantly more beneficial to NAAC than any alternative.

Examples of possible instances where NAAC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by NAAC’s management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where NAAC’s management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with NAAC and will not seek recourse against the Trust Account for any reason. Upon redemption of NAAC’s public shares, if NAAC is unable to complete an Initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with an Initial Business Combination, NAAC will be required to provide for payment of claims of creditors that were not waived that may be brought against NAAC within the ten years following redemption. Accordingly, the per-share redemption amount received by NAAC’s public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. The Sponsor has agreed that it will be liable to NAAC if and to the extent any claims by a third party (other than NAAC’s independent registered public accounting firm) for services rendered or products sold to NAAC, or a prospective target business with which NAAC has entered into a letter of intent, confidentiality or other similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per public share and (b) the actual amount per NAAC public share held in the Trust Account, if less than $10.00 per NAAC share due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to NAAC to pay its taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under NAAC’s indemnity of the underwriter of its Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, NAAC has not asked the Sponsor to reserve funds for such indemnification obligations, nor has NAAC independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and it believes that the Sponsor’s only assets are securities of NAAC. Therefore, NAAC cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available to NAAC for an Initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, NAAC may not be able to complete an Initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of NAAC’s officers or directors will indemnify NAAC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (a) $10.00 per public share and (b) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case including interest earned on the funds held in the Trust Account and not previously released to NAAC to pay its taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that

The NAAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. NAAC’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of NAAC’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the NAAC Board in valuing TeleSign and assuming the risk that the NAAC Board may not have properly valued the business. The lack of a third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact NAAC’s ability to consummate the Business Combination.

Before entering into the Business Combination Agreement, NAAC performed a due diligence review of TeleSign and its business and operations; however, NAAC cannot assure you that its due diligence review identified all material issues, and certain unexpected risks may arise and previously known risks may

In addition, following the Business Combination, fluctuations in the price of New Holdco’s securities could contribute to the loss of all or part of your investment in such securities. Accordingly, the valuation ascribed to the Class A Ordinary Shares in the Business Combination may not be indicative of the price of New Holdco’s securities that will prevail in the trading market following the Business Combination. If an active market for New Holdco’s securities develops and continues, the trading price of New Holdco’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which will be beyond New Holdco’s control. Any of the factors listed below could have a material adverse effect on your investment in New Holdco’s securities and New Holdco’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New Holdco’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New Holdco’s securities following the Business Combination may include:

the volume of New Holdco Common Stock available for public sale;

any major change in the New Holdco Board or New Holdco’s management;

sales of substantial amounts of New Holdco Common Stock by New Holdco’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

difficult to maintain or obtain the quotation, listing or trading of NAAC’s securities on a national securities exchange. See the subsection entitled “The Business Combination — Potential Purchases of Public Shares” for a description of how the Sponsor and NAAC’s directors, officers, advisors or any of their respective Affiliates will select which shareholders or warrant holders to purchase securities from in any private transaction.

NAAC is and, after the consummation of the Business Combination, New Holdco will be subject to laws and regulations enacted by national, regional and local governments. In particular, NAAC is and New Holdco will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on NAAC’s and New Holdco’s businesses, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on NAAC’s and New Holdco’s businesses, including NAAC’s ability to negotiate and complete the Business Combination, and results of operations.

NAAC qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, NAAC takes advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in NAAC’s periodic reports and proxy statements. As a result, NAAC shareholders may not have access to certain information they deem important. NAAC will remain an emerging growth company until the earliest of (a) the last day of the fiscal year (i) following January 26, 2026, the fifth anniversary of the IPO, (ii) in which it has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or (iii) in which NAAC is deemed to be a large accelerated filer, which means the market value of the Class A Ordinary Shares that are held by non-Affiliates exceeds $700 million as of the last business day of the prior second fiscal quarter, and (b) the date on which NAAC has issued more than $1.0 billion in non-convertible debt during the prior three year period.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. NAAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, NAAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of NAAC’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

NAAC cannot predict if investors will find the Class A Ordinary Shares less attractive because it will rely on these exemptions. If some investors find the Class A Ordinary Shares less attractive as a result, there may be a less active trading market for the Class A Ordinary Shares and NAAC’s share price may be more volatile.

adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein. In addition, if the Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. Any issuance of a substantial number of additional Class A Ordinary Shares upon exercise of these warrants and conversion rights will increase the number of issued and outstanding Class A Ordinary Shares and reduce the value of the Class A Ordinary Shares issued to complete the Business Combination. Therefore, the NAAC Warrants and NAAC Founder Shares may make it more difficult to effectuate the Business Combination or increase the cost of acquiring TeleSign.

The Existing Organizational Documents do not provide a specified maximum redemption threshold, except that in no event will NAAC redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. As a result, NAAC may be able to complete the Business Combination even though a substantial majority of its public shareholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, NAAC’s officers, directors, advisors or any of their respective Affiliates. In the event the aggregate cash consideration NAAC would be required to pay for all of the Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceeds the aggregate amount of cash available to NAAC, it will not complete the Business Combination or redeem any shares, all of the Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and NAAC instead may search for an alternate Initial Business Combination.

Upon completion of the Business Combination, TeleSign stockholders will become holders of New Holdco Common Stock. Prior to the Business Combination, NAAC has limited operations. Upon completion of the Business Combination, New Holdco’s results of operations will depend upon the performance of TeleSign business, which is affected by factors that are different from those currently affecting the results of operations of NAAC.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” ​(the “SEC Staff Statement”), which focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement governing the NAAC Warrants. As a result of the SEC Staff Statement, NAAC reevaluated the accounting treatment of the NAAC Warrants and determined to classify the NAAC Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on NAAC’s balance sheet as of December 31, 2021 are derivative liabilities related to the embedded features contained within the NAAC Warrants. Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity (“ASC 815-40”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, NAAC’s financial statements and results of operations may fluctuate quarterly, based on factors that are outside of NAAC’s control. Due to the recurring fair

value measurement, NAAC expects that it will recognize non-cash gains or losses on the NAAC Warrants each reporting period and that the amount of such gains or losses could be material.

Upon consummation of the Business Combination, the rights of holders of New Holdco Common Stock will arise under the Proposed Organizational Documents as well as the DGCL. The Proposed Organizational Documents and the DGCL contain provisions that differ in some respects from those in the Existing Organizational Documents and under Cayman Islands law and, therefore, some rights of holders of New Holdco Common Stock could differ from the rights that holders of Class A Ordinary Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that New Holdco becomes involved in costly litigation, which could have a material adverse effect on New Holdco.

The Proposed Organizational Documents will require, to the fullest extent permitted by law, that derivative actions brought in name of New Holdco, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock shall be deemed to have notice of and consented to the forum provisions in the Proposed Organizational Documents. In addition, the Proposed Organizational Documents will provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Holdco or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Certificate of Incorporation to be inapplicable or unenforceable in an action, New Holdco may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

Additionally, it is uncertain whether this choice of forum provision is enforceable. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. In light of this uncertainty, investors bringing a claim may face certain additional risks, including increased costs and uncertainty of litigation outcomes.