Important Information About the Proposed Transaction and Where to Find It
This communication relates to a proposed transaction between MNGA and Golden Falcon pursuant to a business combination agreement, dated as of December 06,
2022, as amended on February 14, 2023, by and among MNGA, Golden Falcon, Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNGA (HoldCo), Merlin IntermediateCo, LLC, a Delaware limited
liability company and a direct, wholly-owned subsidiary of HoldCo (IntermediateCo), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (FinCo) and Merlin Merger Sub, Inc.,
a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (Merger Sub) (the proposed transaction). In connection with the proposed transaction, MNGA intends to publicly file a registration statement on
Form F-4 (the Form F-4) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy
statement to be distributed to holders of shares of Golden Falcons common stock in connection with Golden Falcons solicitation of proxies for the vote by its stockholders with respect to the proposed transaction and other matters as may
be described in the definitive proxy statement, as well as a prospectus relating to the offer and sale of the securities of MNGA to be issued in the proposed transaction. The definitive proxy statement/prospectus will be sent to all Golden Falcon
stockholders as of a record date to be established for voting on the transaction. Golden Falcon also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Golden Falcon are urged to read the registration statement, the proxy
statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Golden Falcons solicitation of proxies for its stockholders meeting to be held to approve the transaction, and all other
relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Golden Falcon, MNGA and the proposed transaction.
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by Golden Falcon and MNGA through the website maintained by the SEC at www.sec.gov.
The documents filed by
Golden Falcon and MNGA with the SEC also may be obtained free of charge at Golden Falcons website at www. goldenfalconcorp.com or upon written request to: Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204, Newark, DE 19711.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE
MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains
certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the Securities Act), and
Section 21E of the Securities Exchange Act of 1934, as amended.