Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 22, 2023

Golden Falcon Acquisition Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-39816	85-2738750
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

850 Library Avenue, Suite 204

Newark, Delaware

19711

(Address of principal executive offices)

(Zip Code)

(970) 315-2644

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant	GFX.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	GFX	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	GFX WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the special meeting, on June 22, 2023, Golden Falcon Acquisition Corp. (the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation, as amended (the “Charter”) which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 22, 2023, the Company held a special meeting of stockholders (the “special meeting”). On May 30, 2023, the record date for the special meeting, there were an aggregate of 12,833,579 shares of Class A common stock and Class B common stock of the Company entitled to be voted at the special meeting, approximately 84.48% of which were represented in person or by proxy at the special meeting.

The final results for the matter submitted to a vote of the Company’s stockholders at the special meeting are as follows:

Charter Amendment Proposal

The stockholders approved the proposal to amend the Company’s Charter, in the form set forth as Annex A to the proxy statement (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination (the “Extension”) from June 22, 2023 to July 24, 2023, and to allow the Company, if needed, without another stockholder vote, upon request by Golden Falcon Sponsor Group, LLC and approval by the Company’s board of directors (the “Board”), to further extend the date by which the Company has to consummate a business combination from July 24, 2023 to August 24, 2023, or such earlier date as determined by the Board (such date actually extended being referred to as the “Extended Date”). The voting results were as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
10,840,071	1,601	0	0

As there were sufficient votes to approve the Charter Amendment Proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.

Item 8.01. Other Events.

In connection with the votes to approve the Extension, the holders of 3,130,990 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash.

Item 9.01. Financial Statements and Exhibits


Exhibit No.		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Golden Falcon Acquisition Corp., dated June 22, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


GOLDEN FALCON ACQUISITION CORP.

By:		/s/ Makram Azar
		Name: Makram Azar Title: Chief Executive Officer

Date: June 28, 2023

Exhibit 3.1

AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

GOLDEN FALCON ACQUISITION CORP.

June 22, 2023

Golden Falcon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is “Golden Falcon Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 24, 2020 (the “Original Certificate”). The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on December 16, 2020. The first amendment to the Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on December 20, 2022.

2. This Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate, as amended.

3. This Amendment to the Amended and Restated Certificate of Incorporation, as amended, was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

4. The text of Section 9.1(b) is hereby amended and restated to read in full as follows:

9.1(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2020, as amended (the “Registration Statement”), was deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest income (if any) to pay the Corporation’s taxes, if any, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation does not complete its initial Business Combination by July 24, 2023 or, if needed, upon request by Golden Falcon Sponsor Group, LLC (the “Sponsor”) and approval by the Board, by August 24, 2023, or such earlier date as determined by the Board (such date actually extended being referred to as the “Termination Date”), subject to applicable law, and (iii) the redemption of Offering Shares in connection with a stockholder vote to approve an amendment to this Amended and Restated Certificate that (A) to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Amended and Restated Certificate or to redeem 100% of the Offering Shares if the Corporation has not completed an initial Business Combination by the Termination Date or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or the officers or directors of the Corporation, or any affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

IN WITNESS WHEREOF, Golden Falcon Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.


GOLDEN FALCON ACQUISITION CORP.

By:		/s/ Makram Azar
		Name: Makram Azar
		Title: Chief Executive Officer

Document and Entity Information	Jun. 22, 2023
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001823896
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Jun. 22, 2023
Entity Registrant Name	Golden Falcon Acquisition Corp.
Entity Incorporation State Country Code	DE
Entity File Number	001-39816
Entity Tax Identification Number	85-2738750
Entity Address, Address Line One	850 Library Avenue
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Newark
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19711
City Area Code	(970)
Local Phone Number	315-2644
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Units Each Consisting Of One Share Of Class A Common Stock And One Half Of One Redeemable Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant
Trading Symbol	GFX.U
Security Exchange Name	NYSE
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, par value $0.0001 per share
Trading Symbol	GFX
Security Exchange Name	NYSE
Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.50 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	GFX WS
Security Exchange Name	NYSE