S-1MEF 1 d91170ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on December 17, 2020

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Golden Falcon Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   85-2738750

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

850 Library Avenue, Suite 204

Newark, Delaware 19711

(970) 315-2644

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Makram Azar, Chief Executive Officer; Scott Freidheim, Chairman of the Board

850 Library Avenue, Suite 204

Newark, Delaware 19711

(970) 315-2644

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Alan I. Annex, Esq.

Jason T. Simon, Esq.

Greenberg Traurig, LLP

1750 Tysons Boulevard

Suite 1000

McLean, VA 22102

Telephone: (703) 749-1300

  David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 818-8800

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   333-251058

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of

Security being registered

  Amount being
Registered
 

Proposed

Maximum

Offering Price

Per Security(1)

 

Proposed

Maximum
Aggregate

Offering Price(1)

  Amount of
Registration Fee

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable Warrant(2)

 

5,750,000

Units

  $10.00   $57,500,000   $6,273.25

Shares of Class A common stock included as part of the Units(3)

 

5,750,000

Shares

  —     —     —(4)

Redeemable Warrants included as part of the Units(3)

  2,875,000 Warrants   —     —     —(4)

Total

          $57,500,000   $6,273.25(5)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2

Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-251058).

(3)

Pursuant to Rule 416 under the Securities Act of 1933, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.

(4)

No fee pursuant to Rule 457(g) under the Securities Act of 1933.

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $287,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-251058), which was declared effective by the Securities and Exchange Commission on December 17, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $57,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional units of Golden Falcon Acquisition Corp, a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251058) (the “Prior Registration Statement”), initially filed by the Registrant on December 1, 2020 and declared effective by the Securities and Exchange Commission (the “Commission”) on December 17, 2020. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of December 18, 2020), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than December 18, 2020.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (File No. 333-251058) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.   

Description

5.1    Opinion of Greenberg Traurig, LLP
23.1    Consent of Marcum LLP
23.2    Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
24    Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement on Form S-1 (File No. 333-251058) filed on December 1, 2020)


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, United Kingdom, on the 17th day of December, 2020.

 

GOLDEN FALCON ACQUISITION CORP.
BY:  

/s/ Makram Azar

  Name: Makram Azar
  Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

  

Position

  

Date

*

   Chairman of the Board of Directors    December 17, 2020
Scott J. Freidheim      

/s/ Makram Azar

Makram Azar

  

Chief Executive Officer and Director

(Principal Executive Officer)

   December 17, 2020
     

*

Eli Muraidekh

  

Chief Financial Officer and Director

(Principal Financial and Accounting Officer)

   December 17, 2020

 

*By:  

/s/ Makram Azar

  Makram Azar
  Attorney-in-Fact