NAAC Sponsor Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NAAC Sponsor LP

(Last) (First) (Middle)

C/O NORTH ATLANTIC ACQUISITION CORP

1345 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2021

3. Issuer Name and Ticker or Trading Symbol
North Atlantic Acquisition Corp [ NAACU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	9,487,500(2)	(1)	D

Explanation of Responses:

1. As described in the registrant's registration statement on Form S-1 (File No. 333-251887) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

2. These shares represent the ordinary shares held by NAAC Sponsor LP (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. NAAC Sponsor GP LLC is the general partner of the Sponsor. The North Ocean Investment Company Limited ("NOICL") is the sole owner and managing member of NAAC Sponsor GP LLC. The ordinary shares owned by the Sponsor includes up to 1,237,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement.

	/s /Mark Keating, Chief Financial Officer of North Ocean Investment Company Limited, the managing member of NAAC Sponsor GP LLC, the general partner	01/22/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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