ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class |
Trading Symbol (s) |
Name of Each Exchange on Which Registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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“certificate of incorporation” are to our amended and restated certificate of incorporation in effect as of the date hereof; |
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“common stock” are to our Class A common stock and our Class B common stock, collectively; |
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“Company,” “our,” “we” or “us” are to Golden Falcon Acquisition Corp.; |
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“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for common stock of our company; |
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“founder shares” are to shares of our Class B common stock outstanding as of our initial public offering and the shares of our Class A common stock that may be issued upon the conversion thereof as described herein; |
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“initial stockholders” are to our sponsor and the other holders of our founder shares prior to our initial public offering; |
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“management” or our “management team” are to our officers and directors; |
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“private placement warrants” are to the warrants issued in a private placement simultaneously with the closing of our initial public offering; |
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“public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
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“public stockholders” are to the holders of our public shares; |
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“public warrants” are to (1) our redeemable warrants sold as part of the units in our initial public offering and (2) any private placement warrants or warrants issued upon conversion of working capital loans that are transferred to third parties that are not our sponsor or its permitted transferees following the consummation of our initial business combination; |
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“Representatives” are to UBS Securities LLC and Moelis & Company LLC, as representatives of the several underwriters of our initial public offering; |
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“specified future issuance” are to an issuance of a class of equity or equity-linked securities to certain purchasers, which may include affiliates of our management team, that we may determine to make in connection with financing our initial business combination; |
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“sponsor” are to Golden Falcon Sponsor Group, LLC, a Delaware limited liability company; and |
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“warrants” are to our public warrants and private placement warrants, as well as any warrants issued upon conversion of working capital loans upon consummation of our initial business combination, collectively. |
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our ability to select an appropriate target business or businesses; |
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our ability to complete our initial business combination; |
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our expectations around the performance of a prospective target business or businesses; |
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
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our potential ability to obtain additional financing to complete our initial business combination; |
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our pool of prospective target businesses; |
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our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
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the ability of our officers and directors to generate a number of potential business combination opportunities; |
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our public securities’ potential liquidity and trading; |
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the lack of a market for our securities; |
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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
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the trust account not being subject to claims of third parties; or |
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our financial performance. |
ITEM 1. |
BUSINESS |
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experience in sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; |
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relationships with business owners, financing providers and target management teams; and |
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extensive experience in both investing in and operating businesses across a wide range of sectors. |
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operating companies, devising and implementing strategies and identifying, monitoring and recruiting world-class talent; |
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developing and growing companies organically by expanding their product range and geographic footprint; |
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acquiring companies, leading transformational transactions or corporate restructurings and managing corporate integration with success; |
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investing in equity and fixed income assets in both public and private markets across various sectors, jurisdictions and economic cycles; and |
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developing and maintaining extensive relationships with owners and operators of companies, as well as with a wide range of financial and legal advisers. |
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Francois Barrault |
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Joseph Berardino |
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Matthew Bronfman |
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David Gardner, OBE Co-founder and General Partner of London Venture Partners; formerly CEO of Atari; Executive Vice President of Electronic Arts; Board of Directors of Embracer Group and Double Loop Games; |
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Arjun Gupta |
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Travis Katz Entrepreneur-in-Residence, Co-Founder & CEO, Trip.com; Co-Founder, Fox Interactive Media; |
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Gerrit Meier |
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Tom Mockridge |
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Lionel de Saint-Exupéry |
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Kenneth I. Tuchman Co-Head Global M&A, Lehman Brothers; Chairman, Global Americas, Dresdner Kleinwort Wasserstein. |
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Attractive valuation |
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Underpenetrated |
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Underrepresented |
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Our knowledge and experience |
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Access to family or founder owned businesses |
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Technology and innovation |
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US stock exchanges’ increasing attractiveness |
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Limited competition on-the-ground |
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Business with significant revenue and earnings growth potential. M&A-driven growth opportunities over time and are well positioned to take advantage of secular, macroeconomic and credit trends, endure economic downturns, changes in the industry landscape and respond to evolving customer, supplier and competitor preferences. We search for attractive, growth-oriented businesses that exhibit sound, underlying fundamentals as well as demonstrated revenue growth and an existing or a clear path to attractive profitability. This includes such potential targets that are currently, or have the potential to be, category leaders with long-term growth potential. |
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Targets that can benefit from our relationships and experience. |
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Companies with potential to benefit from the fourth industrial revolution. COVID-19 has been to accelerate trends that were already underway before the pandemic arose, including in the areas of remote working and learning, migration to cloud computing and productivity, mobile and interactive entertainment and transition from brick-and-mortar e-commerce. We believe that these trends are generating a significant market opportunity across our areas of focus in TMT and fintech. |
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Businesses with a strong transatlantic nexus. |
ITEM 1A. |
RISK FACTORS |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. |
• | If we seek stockholder approval of our initial business combination, our initial stockholders, officers and directors have agreed to vote their shares in favor of such initial business combination, regardless of how our public stockholders vote. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential target businesses, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination, if at all, or optimize our capital structure. |
• | The requirement that we complete our initial business combination by December 22, 2022 may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. |
• | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and other events, and the status of debt and equity markets. |
• | Past performance by our management team, our strategic advisory group and their respective affiliates may not be indicative of future performance of an investment in us. |
• | If we seek stockholder approval of our initial business combination, our initial stockholders, directors, officers, advisors or their affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome of a proposed business combination and reduce the public “float” of our securities. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | Our security holders are not entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• | If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate until at least December 22, 2022, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. |
• | The warrants may become exercisable and redeemable for a security other than the shares of our Class A common stock, and you will not have any information regarding such other security at this time. |
• | Unlike some other similarly structured blank check companies, our initial stockholders will receive additional shares of our Class A common stock if we issue shares to complete an initial business combination. |
• | Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us (and they may also become an officer or director of any other special purpose acquisition company) and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. |
• | Provisions in our certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
• | other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and |
• | the Market Value is below $9.20 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), |
• | higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | underdeveloped or unpredictable legal or regulatory systems and unexpected changes in regulatory requirements; |
• | longer payment cycles and challenges in collecting accounts receivable; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | cultural and language differences; |
• | employment regulations; |
• | regime changes and political upheaval; |
• | corruption, crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; and |
• | government appropriation of assets. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading |
• | in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one |
• | may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
ITEM 2. |
PROPERTIES |
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
ITEM 6. |
SELECTED FINANCIAL DATA |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 9B. |
OTHER INFORMATION |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Position | ||
Makram Azar | 54 | Chief Executive Officer and Director | ||
Scott J. Freidheim | 55 | Chairman of the Board of Directors | ||
Eli Muraidekh | 53 | Chief Financial Officer and Director | ||
John M. Basnage de Beauval | 56 | General Counsel and Secretary | ||
Xavier R. Rolet KBE | 61 | Independent Director | ||
Dominique D’Hinnin | 61 | Independent Director | ||
I. Martin Pompadur | 85 | Independent Director | ||
Isabelle Amiel Azoulai | 45 | Independent Director | ||
Mikael Breuer-Weil | 56 | Independent Director |
• | the appointment, compensation, retention and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements, |
• | overseeing the independent auditors’ qualifications and independence and the performance of the internal audit function and independent auditors; |
• | assisting with oversight of the design and implementation of the internal audit function; |
• | reviewing and approving the annual audit plan for the Company; |
• | discussing earnings press releases and financial information provided to analysts and rating agencies; |
• | discussing with management our policies and practices with respect to risk assessment and risk management; |
• | reviewing any audit problems or difficulties and management’s response with the independent auditors; |
• | meeting periodically with each of management, internal auditors and the independent auditors; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, including the fees and terms of the services to be performed; |
• | reviewing and discussing our annual audited financial statements and quarterly financial statements with management and the independent auditor; |
• | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | establishing procedures for (i) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | evaluating, on an annual basis, the audit committee’s performance and reporting regularly to the board of directors. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and, either as a committee or together with the other independent directors (as directed by the board), determining and approving the compensation level (if any) of our Chief Executive Officer based on such evaluation; |
• | setting salaries and approving incentive compensation awards and equity compensation plan awards for all Section 16 officers as designated by the board; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; |
• | reviewing, evaluating and recommending changes, if appropriate, to the compensation for directors; and |
• | evaluating, on an annual basis, the compensation committee’s performance. |
• | identifying individuals qualified to become members of the board of directors; |
• | recruiting, reviewing and making recommendations to the board of directors regarding nominees for election or to fill vacancies on the board; |
• | developing the criteria and qualifications for membership on the board of directors; |
• | reviewing candidates proposed by stockholders, and conducting appropriate inquiries into the background and qualifications of any such candidates; |
• | reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence; |
• | developing and recommending to the board of directors the corporate governance guidelines applicable to us and reviewing our corporate governance guidelines at least annually; |
• | making recommendations to the board of directors with respect to the membership of the audit, compensation and nominating and corporate governance committees; |
• | overseeing the evaluation of the performance of the board of directors and its committees and management, on a continuing basis, including an annual self-evaluation of the performance of the nominating and corporate governance committee; |
• | reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations; and |
• | monitoring and making recommendations regarding committee functions, contributions, and composition. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
• | each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock; |
• | each of our executive officers and directors that beneficially owns shares of common stock; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned (2) |
Approximate Percentage of Outstanding Common Stock (3) |
||||||
Golden Falcon Sponsor Group, LLC (4) |
8,445,000 | 19.6 | % | |||||
Makram Azar (4) |
8,445,000 | 19.6 | % | |||||
Scott J. Freidheim (4) |
8,445,000 | 19.6 | % | |||||
Eli Muraidekh |
— | — | ||||||
John M. Basnage de Beauval |
— | — | ||||||
Xavier R. Rolet KBE |
36,000 | * | ||||||
Dominique D’Hinnin |
36,000 | * | ||||||
I. Martin Pompadur |
36,000 | * | ||||||
Isabelle Amiel Azoulai |
36,000 | * | ||||||
Mikael Breuer-Weil |
36,000 | * | ||||||
All executive officers and directors as a group (9 individuals) |
8,625,000 | 20.0 | % | |||||
Aristeia Capital, L.L.C. (7) |
2,097,578 | 6.1 | % | |||||
RP Investment Advisors LP (8) |
1,794,474 | 5.2 | % | |||||
Senator Investment Group LP (9) |
2,000,000 | 5.8 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204, Newark, Delaware 19711. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one |
(3) | Based on 43,125,000 shares of common stock outstanding at March 25, 2021, of which 34,500,000 were Class A common stock and 8,625,000 were Class B common stock. |
(4) | Our sponsor is the record holder of such shares. The sponsor is managed by Messrs. Azar and Freidheim. Accordingly, Messrs. Azar and Freidheim share voting and dispositive power over the shares held by the sponsor and may be deemed to beneficially own such shares. Each of Messrs. Azar and Freidheim disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(5) | Interests shown consist solely of Class A common stock. |
(6) | Based on 34,500,000 shares of Class A common stock outstanding at March 25, 2021. |
(7) | According to a Schedule 13G filed with the SEC on February 16, 2021 by Aristeia Capital, L.L.C., which serves as the investment manager of, and has sole voting and dispositive power with respect to these securities held by one or more private investment funds. The business address of this stockholder is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(8) | According to a Schedule 13G filed with the SEC on January 22, 2021 by and on behalf of each of RP Investment Advisors LP (the “Advisor”), RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP SPAC Fund. RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP SPAC Fund (the “Funds”) are the record and direct beneficial owners of the securities. RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities owned by, the Funds. The Funds and the Advisor share voting and dispositive power over the securities. Each of the Funds and the Advisor disclaims beneficial ownership of the shares except to the extent of such person’s pecuniary interest therein. The business address of this stockholder is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3. |
(9) | According to a Schedule 13G filed with the SEC on January 4, 2021 by Senator Investment Group LP (“Senator Investment Group”), which serves as the investment manager to various investment funds (collectively, the “Funds”), and as such, has investment discretion with respect to the Funds. Douglas Silverman has control of a Delaware limited liability company that may be deemed to control Senator Investment Group. Senator Investment Group and Mr. Silverman share voting and dispositive power over the securities. The business address of this stockholder is 510 Madison Avenue, 28th Floor, New York, NY 10022. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) | The following documents are filed as part of this report or incorporated herein by reference: |
Page |
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Report of Independent Registered Public Accounting Firm |
F-2 | |||
Balance Sheet (As Restated) |
F-3 | |||
Statement of Operations (As Restated) |
F-4 | |||
Statement of Changes in Stockholders’ Deficit (As Restated) |
F-5 | |||
Statement of Cash Flows (As Restated) |
F-6 | |||
Notes to Financial Statements |
F-7 |
Exhibit No. |
Description | |
10.9 (1) |
Form of Indemnity Agreement. | |
31.1 * | Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a). | |
31.2 * | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a). | |
32.1** | Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
101.INS* | XBRL Instance Document. | |
101.SCH* | XBRL Taxonomy Extension Schema. | |
101.CAL* | XBRL Taxonomy Calculation Linkbase. | |
101.LAB* | XBRL Taxonomy Label Document. | |
101.PRE* | XBRL Definition Linkbase Document. | |
101.DEF* | XBRL Definition Linkbase Document. |
* | Filed herewith. |
** | Furnished herewith. |
*** | Previously filed. |
(1) | Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-39816), filed with the Securities and Exchange Commission on December 22, 2020. |
(2) | Incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-251058), filed with the SEC on December 1, 2020. |
ITEM 16. |
FORM 10-K/A SUMMARY |
F-2 |
||||
Financial Statements: |
||||
Balance Sheet (As Restated) |
F-3 |
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Statement of Operations (As Restated) |
F-4 |
|||
Statement of Changes in Stockholders’ Deficit (As Restated) |
F-5 |
|||
Statement of Cash Flows (As Restated) |
F-6 |
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Notes to Financial Statements (As Restated) |
F-7 to F-25 |
ASSETS |
||||
Current Assets |
||||
Cash |
$ | |||
Prepaid expenses and other current assets |
||||
Total Current Assets |
||||
Cash and marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
|||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||
Current Liabilities—Accrued expenses |
$ | |||
Deferred underwriting fee payable |
||||
Warrant Liability |
||||
Total Liabilities |
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Commitments |
||||
Class A common stock subject to possible redemption; |
||||
Stockholders’ Deficit |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total Stockholders’ Deficit |
( |
) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
|||
Formation and operating costs |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
Other income (loss): |
||||
Interest earned—bank |
||||
Interest earned on marketable securities held in Trust Account |
||||
Unrealized gain on marketable securities held in Trust Account |
||||
Change in fair value of warrant liability |
( |
) | ||
Transaction costs associated with the warrant liability |
( |
) | ||
Fair value of warrant liability in excess of proceeds received in Private Placement |
( |
) | ||
|
|
|||
Net loss |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding, Class A common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class A common stock |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding, Class B common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class B common stock |
$ |
( |
) | |
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—August 24, 2020 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— |
— | — | |||||||||||||||||||||||||
Accretion for Class A common stock to redemption amount |
— |
— | — |
— | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance—December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Transaction costs associated with the warrant liability |
||||
Fair value of warrant liability in excess of proceeds received in Private Placement |
||||
Change in fair value of warrant liability |
||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Unrealized gain on marketable securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses and other current assets |
( |
) | ||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to Sponsor |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
||||
Proceeds from sale of Private Placement Warrants |
||||
Proceeds from promissory note—related party |
||||
Repayment of promissory note—related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash—Beginning of period |
||||
|
|
|||
Cash—End of period |
$ |
|||
|
|
|||
Non-Cash investing and financing activities: |
||||
Initial classification of Class A common stock subject to possible redemption |
$ | |||
|
|
|||
Accretion for Class A common stock to redemption amount |
$ | |||
|
|
|||
Deferred underwriting fee payable |
$ | |||
|
|
As Previously Reported in Form 10-K |
Adjustments |
As Restated in Form 10-K Amendment 1 |
||||||||||
Balance sheet as of December 31, 2020 |
||||||||||||
Total Liabilities |
$ | $ | $ | |||||||||
Common Shares Subject to Possible Redemption |
( |
) | ||||||||||
Class A Common Shares |
||||||||||||
Additional Paid-in Capital |
||||||||||||
Accumulated Deficit |
( |
) | ( |
) | ( |
) | ||||||
Total Shareholders’ Equity |
— | |||||||||||
Number of common shares subject to possible redemption |
( |
) | ||||||||||
Statement of Operations for period from August 24, 2020 (inception) to December 31, 2020 |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Weighted average shares outstanding of Class A common stock subject to possible redemption |
( |
) | ||||||||||
Basic and diluted net loss per share, Class A common stock subject to possible redemption |
$ | — | — | $ | — | |||||||
Weighted average shares outstanding of Class A and Class B shares outstanding, non-redeemable common stock |
||||||||||||
Basic and diluted net loss per share, Class B non-redeemable common stock |
$ | ( |
) | ( |
) | $ | ( |
) | ||||
Statement of Cash Flows for period from August 24, 2020 (inception) to December 31, 2020 |
||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
Change in fair value of warrant liability |
— | |||||||||||
Fair value of warrant liability in excess of proceeds received in Private Placement |
— | |||||||||||
Transaction costs associated with warrant liability |
— | |||||||||||
Non-cash investing and financing activities |
||||||||||||
Initial classification of Class A common stock subject to possible redemption |
( |
) | ||||||||||
Change in value of common shares subject to redemption |
— | ( |
) | ( |
) |
As Previously Reported in Form 10-K/A Amendment 1 |
Adjustment s |
As Restated in Form 10-K/A Amendment 2 |
||||||||||
Balance Sheet as of December 31, 2020 |
||||||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | — | ||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Number of shares subject to redemption |
||||||||||||
Statement of Operations for the period from August 24, 2020 (inception) through December 31, 2020 |
||||||||||||
Weighted average shares outstanding of Class A common stock subject to possible redemption |
( |
) | ||||||||||
Basic and diluted net loss per share, Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding of Class A and Class B shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted net (loss) income per share, Class B non-redeemable common stock |
$ | ( |
) |
$ | $ | ( |
) | |||||
Statement of Changes in Stockholders’ Equity (Deficit) for the period from August 24, 2020 (inception) through December 31, 2020 |
||||||||||||
Sale of 34,500,000 Units, net of underwriting discounts |
( |
) | — | |||||||||
Change in value of Class A common stock subject to possible redemption |
( |
) | — | |||||||||
Accretion for Class A common stock subject to possible redemption |
— | ( |
) | ( |
) | |||||||
Total stockholders’ equity (deficit) |
( |
) | ( |
) | ||||||||
Statement of Cash Flows for the period from August 24, 2020 (inception) through December 31, 2020 |
||||||||||||
Non- C ash i nvesting and f inancing Activities: |
||||||||||||
Initial classification of Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Change in value of Class A common stock subject to possible redemption |
( |
) | — |
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
For the Period from August 24, 2020 (inception) Through December 31, 2020 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per common share |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per common share |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last reported sale price of the Class A common stock for any |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
December 31, 2020 |
||||
Deferred tax assets |
||||
Net operating loss carryforward |
$ | |||
Unrealized gain on marketable securities |
( |
) | ||
|
|
|||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
|
|
|||
Deferred tax assets, net of allowance |
$ | |
||
|
|
December 31, 2020 |
||||
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State and Local |
||||
Current |
||||
Deferred |
||||
Change in valuation allowance |
||||
|
|
|||
Income tax provision |
$ | |||
|
|
12/31/2020 |
||||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Change in fair value of warrant liability |
- |
% | ||
Transaction Cost allocated to warrant liability |
- |
% | ||
Fair value of warrant liability in excess of proceeds from Private Placement |
- |
% | ||
Valuation allowance |
- |
% | ||
|
|
|||
Income tax provision expense (benefit) |
% | |||
|
|
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description Level |
December 31, 2020 |
|||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liability- Public Warrants |
1 | $ | ||||||
Warrant Liability- Private Placement Warrants |
3 | $ |
December 22, 2020 (Initial Measurement) |
December 31, 2020 |
|||||||
Risk-free interest rate |
% | % | ||||||
Trading days per year |
||||||||
Expected volatility |
% | % | ||||||
Exercise price |
$ | $ | ||||||
Stock Price |
$ | $ |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of August 24, 2020 (inception) |
$ | — | $ | — | $ | — | ||||||
Initial measurement on December 24, 2020 |
||||||||||||
Change in valuation inputs or other assumptions |
||||||||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Golden Falcon Acquisition Corp. | ||||||
Dated: December 22, 2021 | By: | /s/ Makram Azar | ||||
Makram Azar | ||||||
Chief Executive Officer | ||||||
Dated: December 22, 2021 | By: | /s/ Eli Muraidekh | ||||
Eli Muraidekh | ||||||
Chief Financial Officer |
Signatures |
Capacity in Which Signed | |
/s/ Makram Azar |
Chief Executive Officer | |
Makram Azar | (Principal Executive Officer) | |
/s/ Scott J. Freidheim |
Chairman | |
Scott J. Freidheim | ||
/s/ Eli Muraidekh |
Chief Financial Officer | |
Eli Muraidekh | (Principal Financial Officer and Accounting Officer) | |
/s/ Xavier Rolet KBE |
Director | |
Xavier Rolet KBE | ||
/s/ Dominique D’Hinnin |
Director | |
Dominique D’Hinnin | ||
/s/ I. Martin Pompadur |
Director | |
I. Martin Pompadur | ||
/s/ Isabelle Amiel Azoulai |
Director | |
Isabelle Amiel Azoulai | ||
/s/ Mikael Breuer-Weil |
Director | |
Mikael Breuer-Weil |