Current Report Filing (8-k)

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): March 13, 2023

Golden Arrow Merger Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40223		86-1256660
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

10 E. 53rd Street, 13th Floor

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

(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:

☐

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-third of one redeemable Warrant	GAMCU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	GAMC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	GAMCW	The Nasdaq Stock Market LLC

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 8.01 Other Events.

On March 13, 2023, Golden Arrow Merger Corp., a Delaware Corporation (the “Company”), received preliminary information that it has retained approximately $20 million in its trust account following the redemption deadline for the shares of Class A common stock issued in the Company’s initial public offering (“Public Shares”) in connection with the special meeting of stockholders (the “Extension Meeting”) seeking stockholder approval of an extension of the time that it has to consummate an initial business combination (“Extension”).

To date, an aggregate of 26,764,835 Public Shares have been validly redeemed. Assuming no additional shares are withdrawn from redemption, upon effectiveness of the Extension, the Company will have 1,985,165 Public Shares outstanding.

Shareholders may withdraw redemptions with the Company’s consent at any time until the vote is taken with respect to the Extension. Shareholders may request to withdraw their redemption by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company, at One State Street, 30th Floor, New York, New York 10004-1561, Attn: Mark Zimkind (e-mail:mzimkind@continentalstock.com).

As previously disclosed, the Extension Meeting will be held on March 15, 2023 at 11:00 a.m., local time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.

As previously disclosed, at the Extension Meeting the Company will seek stockholder approval to amend its amended and restated certificate of incorporation to extend the date by which it has to consummate a business combination for an additional nine months, from March 19, 2023 (the “Termination Date”) to up to December 19, 2023 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until December 19, 2023 or a total of up to nine months after the Termination Date, or such earlier date as determined by its board of directors, provided that Golden Arrow Sponsor, LLC (or its affiliates or permitted designees) will deposit into the trust account an amount determined by multiplying $0.03 by the number of Public Shares then outstanding, up to a maximum of $105,000 for each such one-month extension, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

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.