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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):
December 12, 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 1.01. Entry into
a Material Definitive Agreement.
The
information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
The
information disclosed in Item 5.07 of this Current Report on Form 8-K is also incorporated
by reference into this Item 1.01 to the extent required herein.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
In
connection with the Extension Payments (as defined below), on December 18, 2023, Golden Arrow Merger Corp. (the “Company”)
issued an unsecured promissory note in the aggregate amount of $104,029 (the “Note”) to Golden Arrow Sponsor,
LLC (the “Sponsor”). On December 18, 2023, the Company deposited an Extension Payment in the amount of $11,558.74, representing
$0.02 per public share, which enabled the Company to extend the period of time it has to consummate its initial business combination by
one month from December 19, 2023 to January 19, 2024. The Extension (as defined below) is the first of nine one-month extensions permitted
under the Company’s Charter (as defined below).
The
Note bears no interest and the principal balance is payable on the date of the consummation of the Company’s initial business combination.
The Note is not convertible into private placement warrants. The Note is subject to customary events of default, the occurrence of certain
of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately
due and payable. The principal balance may be prepaid at any time.
A
copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure
set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
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 December 12, 2023, 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
December 12, 2023, the Company held a special meeting of stockholders (the “special meeting”). On November 7, 2023, the record
date for the special meeting, there were 9,287,981 shares of common stock outstanding entitled to be voted at the special meeting (consisting
of 9,147,981 shares of Class A common stock and 140,000 shares of Class B common stock of the Company), approximately 90.7% of which were
represented in person or by proxy at the special meeting.
The
final results for the Charter Amendment Proposal 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 (the “Charter Amendment”), to extend the date by which
the Company has to consummate a business combination for an additional nine months, from December 19, 2023 (the “Termination Date”)
to up to September 19, 2024 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 September 19, 2024 or a total of up to nine months after
the Termination Date, or such earlier date as determined by our board of directors (the “Board”), unless the closing of the
Company’s initial business combination shall have occurred, which we refer to as the “Extension,” and such later date,
the “Extended Date”, provided that the Sponsor (or its affiliates or permitted designees) will deposit into a trust account
established for the benefit of the Company’s public stockholders (the “trust account”) an amount determined by multiplying
$0.02 by the number of public shares then outstanding, up to a maximum of $20,000 for each such one-month extension unless the closing
of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory
note payable upon consummation of a business combination (each, an “Extension Payment”). The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 8,401,407 |
|
25,781 |
|
0 |
|
N/A |
Item 8.01. Other Events.
In
connection with the votes to approve the Extension, the holders of 1,522,544 shares of Class A common stock of the Company properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.71 per share, for an aggregate redemption amount
of approximately $16.3 million, leaving approximately $6.2 million in the trust account.
Item 9.01. Financial
Statements and Exhibits
(c) 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.
| |
Golden Arrow Merger Corp. |
| |
|
| |
By: |
/s/ Timothy Babich |
| |
|
Name: |
Timothy Babich |
| |
|
Title: |
Chief Executive Officer |
Date: December 18, 2023
3
Exhibit 3.1
CERTIFICATE
OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GOLDEN ARROW MERGER CORP.
December 12, 2023
Golden Arrow Merger 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
Arrow Merger Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of
the State of Delaware on December 31, 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 March 16, 2021. The first amendment to the Amended and Restated Certificate was filed with the Secretary of State of the
State of Delaware on March 15, 2023;
2. This Amendment to the Amended and Restated Certificate
of Incorporation amends the Amended and Restated Certificate.
3. This Amendment to the Amended and Restated Certificate
of Incorporation 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:
(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
February 24, 2021, 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 December
19, 2023; provided that the Company may extend such date by up to an additional nine months, to up to September 19, 2024, provided
that Golden Arrow Sponsor, LLC (or its affiliates or permitted designees) will deposit into the Trust Account an amount determined by
multiplying $0.02 by the number of public shares then outstanding, up to a maximum of $20,000 for each such one-month extension, unless
the closing of the Corporation’s Business Combination shall have occurred, for such extension in exchange for a non-interest bearing,
unsecured promissory note payable upon consummation of a Business Combination, or such earlier date as determined by the
Board (as applicable, 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) would affect the substance
or timing of the Corporation’s obligation to allow redemption in connection with the initial Business Combination 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 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 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 Arrow Merger 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 ARROW
MERGER CORP. |
| |
|
| |
By: |
/s/
Timothy Babich |
| |
|
Name: |
Timothy
Babich |
| |
|
Title: |
Chief Executive Officer |
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Not to Exceed $104,029 |
Dated as of December 18, 2023 |
Golden Arrow Merger Corp., a
Delaware corporation (“Maker”), promises to pay to the order of Golden Arrow Sponsor, LLC, a Delaware limited liability
company, or its registered assigns or successors in interest (“Payee”),
the principal sum of One Hundred and Four Thousand and Twenty-Nine Dollars ($104,029) or such lesser amount as shall have been advanced
by Payee to Maker and shall remain unpaid under this promissory note (this “Note”), in lawful money of the United
States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer
of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by
written notice in accordance with the provisions of this Note.
1. Principal.
The principal balance of this Note shall be payable on the date on which an initial business combination is consummated (the
“Maturity Date”). The principal balance may be prepaid at any time.
2. Interest. No
interest shall accrue on the unpaid principal balance of this Note.
3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note.
4. Form
of Repayment. All amounts due under this Note shall be repaid in cash. In the event that an initial business combination is not
consummated for any reason, no payment shall be due hereunder and the principal balance of this Note shall be forgiven. Under no circumstances
shall any individual, including but not limited to, any officer, director, employee or stockholder of Maker, be obligated personally for
any obligations or liabilities of Maker hereunder.
5. Use
of Proceeds. Maker hereby represents, warrants and covenants to Payee that the entire principal amount will be used by Maker solely
for purposes of making one or more payments to Continental Stock Transfer & Trust Company, a New York limited liability trust company,
as Extension Payments (as defined in an amendment and supplement to the Maker’s definitive proxy statement originally filed with
the Securities and Exchange Commission on November 16, 2023, as amended and supplemented on December 5, 2023) and pursuant to the Maker’s
amended and restated certificate of incorporation, as amended.
6. Events
of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the date specified above.
(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7. Remedies.
(a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of Payee.
8. Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms
of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal,
or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ
in whole or in part in any order desired by Payee.
9. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.
11. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
12. Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust
Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account in which a portion of the proceeds of
Maker’s initial public offering (the “IPO”) were deposited, as described in greater detail in the prospectus
filed with the SEC in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim against the trust account for any reason whatsoever.
14. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee.
15. Assignment. No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise)
without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature Page Follows]
IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
| |
Maker: |
| |
|
| |
GOLDEN ARROW MERGER CORP. |
| |
|
| |
By: |
/s/ Timothy
Babich |
| |
|
Name: |
Timothy Babich |
| |
|
Title: |
Chief Executive Officer |
[Signature Page to Promissory Note]
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--12-31
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|
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