Current Report Filing (8-k)
June 04 2021 - 5:03PM
Edgar (US Regulatory)
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): May 28,
2021
Golden
Arrow Merger Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-40223
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86-1256660
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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10
E. 53rd Street, 13th Floor
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New
York, NY
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
430-2214
(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:
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Class A Common Stock and one-third of one redeemable Warrant
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GAMCU
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The
Nasdaq Stock Market LLC
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Class
A Common Stock, par value $0.0001 per share
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GAMC
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The
Nasdaq Stock Market LLC
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Warrants,
each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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GAMCW
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The
Nasdaq Stock Market LLC
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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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 28, 2021, Golden Arrow Merger Corp. (the “Company”) received a deficiency letter (the “Notice”) from the
Nasdaq Capital Market (“Nasdaq”) indicating that it is not in compliance with Section 5250(c) of the Nasdaq Rules and Regulations
as a result of its failure to timely file the Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”).
On
April 12, 2021, the staff of the Securities and Exchange Commission (“SEC”) issued a public statement entitled “Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”
(the “Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their
warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of
SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors
responsible for assisting SPACs in the preparation of financial statements. This, in turn, has resulted in the Company’s delay
in preparing and finalizing its financial statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the
SEC by the prescribed deadline. Since receiving the Notice, the Company has filed its Form 10-Q with the SEC on June 4, 2021 and is in
compliance with all other Nasdaq continued listing standards.
Item
8.01. Other Events.
As
required by Nasdaq rules, on June 4, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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Golden
Arrow Merger Corp.
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By:
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/s/ Timothy Babich
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Name:
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Timothy Babich
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Title:
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Chief Executive Officer
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Date:
June 4, 2021
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