| QUARTERLY 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 No.) |
| 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 |
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Class A Common Stock, par value $0.0001 per share |
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Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
GOLDEN FALCON ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022
September 30, 2022 |
December 31, 2021 |
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| (Unaudited) | ||||||||
| ASSETS |
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| Current Assets: |
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| Cash |
$ | $ | ||||||
| Prepaid expenses |
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| Total Current Assets |
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| Cash and marketable securities held in Trust Account |
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| TOTAL ASSETS |
$ |
$ |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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| Current Liabilities: |
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| Accounts payable and accrued expenses |
$ | $ | ||||||
| Income taxes payable |
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| Total Current Liabilities |
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| Non-current Liabilities: |
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| Convertible promissory note – related party, at fair value |
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| Deferred underwriting fee payable |
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| Warrant liabilities |
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| Total Liabilities |
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| Commitments and Contingencies |
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| Class A common stock subject to possible redemption; |
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| Stockholders’ Deficit |
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| Preferred stock, $ |
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| Class A common stock, $ |
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| Class B common stock, $ |
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| Accumulated deficit |
( |
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| Total Stockholders’ Deficit |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
$ |
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2022 |
2021 |
2022 |
2021 |
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| Formation and operational costs |
$ | $ | $ | $ | ||||||||||||
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| Loss from operations |
( |
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( |
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( |
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( |
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| Other income (loss): |
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| Interest earned on marketable securities held in Trust Account |
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| Unrealized (loss) gain on marketable securities held in Trust Account |
( |
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| Change in fair value of convertible promissory note |
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| Change in fair value of warrant liabilities |
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| Other income, net |
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| Income before provision for income taxes |
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| Provision for income taxes |
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| Net income |
$ |
$ |
$ |
$ |
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| Basic and diluted weighted average shares outstanding, Class A common stock |
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| Basic and diluted net income per share, Class A common stock |
$ |
$ |
$ |
$ |
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| Basic and diluted weighted average shares outstanding, Class B common stock |
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| Basic and diluted net income per share, Class B common stock |
$ |
$ |
$ |
$ |
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Class A Common Stock |
Class B Common Stock |
Accumulated Deficit |
Total Stockholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance—January 1, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
Remeasurement for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Proceeds received in excess of initial fair value of convertible promissory note |
— | — | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance—March 31, 2022 |
( |
) |
( |
) | ||||||||||||||||||||
Remeasurement for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance—June 30, 2022 |
( |
) |
( |
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Remeasurement for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance—September 30, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance—January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
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Balance—March 31, 2021 |
( |
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( |
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Net loss |
— |
— |
— |
— |
— |
( |
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Balance—June 30, 2021 |
( |
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( |
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Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance—September 30, 2021 |
$ |
$ |
$ |
$ |
( |
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$ |
( |
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For the Nine Months Ended September 30, 2022 |
For the Nine Months Ended September 30, 2021 |
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| Cash Flows from Operating Activities: |
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| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: |
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| Change in fair value of warrant liabilities |
( |
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| Change in fair value of convertible promissory note |
( |
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| Interest earned on marketable securities held in Trust Account |
( |
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| Unrealized loss (gain) on marketable securities held in Trust Account |
( |
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| Changes in operating assets and liabilities: |
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| Prepaid expenses |
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| Accounts payable and accrued expenses |
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| Income taxes payable |
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| Net cash used in operating activities |
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| Cash Flows from Investing Activities: |
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| Cash withdrawn from Trust Account for tax obligations |
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| Net cash provided by investing activities |
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| Cash Flows from Financing Activities: |
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| Proceeds from convertible promissory note - related party |
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| Net cash provided by financing activities |
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| Net Change in Cash |
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| Cash—Beginning of period |
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| Cash—End of period |
$ |
$ |
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| Supplemental Cash Flow Information: |
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| Cash paid for income taxes |
$ | $ | ||||||
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| Cash paid for franchise taxes |
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| Non-cash Investing and Financing Activities: |
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| Proceeds received from convertible promissory note in excess of initial fair value |
$ | $ | ||||||
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| Remeasurement for Class A common stock to redemption amount |
$ | $ | ||||||
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Gross proceeds from Initial Public Offering |
$ | |
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Less: |
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Proceeds allocated to Public Warrants |
( |
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Class A common stock issuance costs |
( |
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Plus: |
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Re-measurement of carrying value to redemption amount |
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Class A common stock subject to possible redemption – December 31, 2021 |
$ | |||
Plus: |
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Re-measurement of carrying value to redemption amount |
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Class A common stock subject to possible redemption – September 30, 2022 |
Three Months Ended September 30, 2022 |
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2022 |
Nine Months Ended September 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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| Basic and diluted net income per common share |
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| Numerator: |
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| Allocation of net income |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Denominator: |
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| Basic and diluted weighted average shares outstanding |
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| Basic and diluted net income per common share |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
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| • | 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 $ |
Description |
Level |
September 30, 2022 |
Level |
December 31, 2021 |
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| Assets: |
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| Marketable securities held in Trust Account |
1 | $ | 1 | $ | ||||||||||||
| Liabilities: |
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| Warrant liabilities—Public Warrants |
1 | 1 | $ | |||||||||||||
| Warrant liabilities—Private Placement Warrants |
2 | 2 | $ | |||||||||||||
| Convertible promissory note– related party |
3 | 3 | $ | |||||||||||||
December 31, 2021 |
September 30, 2022 |
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| Risk-free interest rate |
% | % | ||||||
| Time to Expiration (in years) |
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| Expected volatility |
% | % | ||||||
| Exercise price |
$ | $ | ||||||
| Dividend yield |
% | % | ||||||
| Stock Price |
$ | $ | ||||||
| Probability of transaction |
% | % | ||||||
| Fair value as of January 1, 2022 |
$ | |||
| Borrowing on January 31, 2022 |
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| Borrowing on March 31, 2022 |
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| Proceeds received in excess of initial fair value of convertible promissory note |
( |
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| Change in fair value |
( |
) | ||
| Fair value as of June 30, 2022 |
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| Change in fair value |
( |
) | ||
| Fair value as of September 30, 2022 |
$ |
Private Placement |
Public Warrants |
Warrant Liabilities |
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| Fair value as of January 1, 2021 |
$ | $ | $ | |||||||||
| Change in fair value |
( |
) | — | ( |
) | |||||||
| Transfer to Level 1 |
— | ( |
) | ( |
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| Fair value as of March 31, 2021 |
— | |||||||||||
| Change in fair value |
— | |||||||||||
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| Fair value as of June 30, 2021 |
— | |||||||||||
| Change in fair value |
( |
) | — | ( |
) | |||||||
| Transfer to Level 2 |
( |
) | — | ( |
) | |||||||
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| Fair value as of September 30, 2021 |
$ | — | $ | — | $ | — | ||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Golden Falcon Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Golden Falcon Sponsor Group, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of 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 (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2022, as well as Item 1A, Part II of this Quarterly Report. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on August 24, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
On November 7, 2022, we filed a Preliminary Proxy Statement on Schedule 14A relating to a special meeting in lieu of annual meeting of stockholders of the Company, that is anticipated to be held in December 2022 to approve an amendment to our amended and restated certificate of incorporation (the “Charter Amendment”) which would, if implemented, allow us to extend the date by which we have to consummate a business combination (the “Extension”) for an additional six months, from December 22, 2022 to June 22, 2023, or such earlier date as determined by our board of directors (such later date, the “Extended Date”, and such proposal, the “Charter Amendment Proposal”). We will also seek stockholder approval to amend the Investment Management Trust Agreement, dated as of December 17, 2020 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, to change the date on which the trustee must commence liquidation of the trust account to the Extended Date (the “Trust Amendment Proposal”).
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2022 were organizational activities, those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account, along with non-operating income or expense related to the change in fair value of the warrant liabilities and the convertible promissory note. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2022, we had a net income of $1,256,116, which consists of interest earned on marketable securities held in the trust account of $1,555,959, change in fair value of warrant liabilities of $784,500, unrealized gain on marketable securities held in the trust account of $110,504 and change in fair value of convertible promissory note – related party of $27,500, partially offset by formation and operational costs of $829,255 and provision for income taxes of $393,092.
For the nine months ended September 30, 2022, we had a net income of $15,198,906, which consists of interest earned on marketable securities held in the trust account of $2,310,067, change in fair value of convertible promissory note – related party of $174,022 and change in fair value of warrant liabilities of $14,889,810, partially offset by formation and operational costs of $1,711,003, unrealized loss on marketable securities held in the trust account of $39,779, and provision for income taxes of $424,213.
For the three months ended September 30, 2021, we had a net income of $7,806,256, which consists of interest earned on marketable securities held in the trust account of $39,274, unrealized loss on marketable securities held in the trust account of $9,879, change in fair value of convertible promissory note $17,900 and change in fair value of warrant liabilities of $8,106,500, partially offset by formation and operational costs of $367,297.
For the nine months ended September 30, 2021, we had a net income of $19,735,413, which consists of interest earned on marketable securities held in the trust account of $117,044, unrealized loss on marketable securities held in the trust account of $6,914, change in fair value of convertible promissory note $17,900 and change in fair value of warrant liabilities of $21,181,500, partially offset by formation and operational costs of $1,587,945.
Liquidity and Capital Resources
On December 22, 2020, we consummated the initial public offering of 34,500,000 units, at $10.00 per unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 units, generating gross proceeds of $345,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 8,900,000 private placement warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $8,900,000.
20
Following the initial public offering, the full exercise of the over-allotment option, and the sale of the private placement warrants, a total of $345,000,000 was placed in the trust account. Transaction costs amounted to $19,455,706, consisting of $6,900,000 of underwriting fees, net of reimbursement, $12,075,000 of deferred underwriting fees and $480,706 of other offering costs.
For the nine months ended September 30, 2022, net cash used in operating activities was $918,676. Net income of $15,198,906 was affected by the change in fair value of warrant liabilities of $14,889,810, change in fair value of convertible promissory note – related party of $174,022, interest earned on marketable securities held in trust account of $2,310,067 and an unrealized gain on marketable securities held in trust account of $39,779. Changes in operating assets and liabilities provided $1,216,538 of cash from operating activities primarily due to a decrease in prepaid expenses and an increase in accounts payable and accrued expenses and income taxes payable.
For the nine months ended September 30, 2021, net cash used in operating activities was $1,078,901. Net income of $19,735,413 was affected by the change in fair value of warrant liabilities of $21,181,500, change in fair value of convertible promissory note of $17,900, interest earned on marketable securities held in trust account of $117,044 and an unrealized gain on marketable securities held in trust account of $6,914. Changes in operating assets and liabilities provided $509,044 of cash from operating activities primarily due to a decrease in prepaid expenses and an increase in accounts payable and accrued expenses.
For the nine months ended September 30, 2022, net cash provided by financing activities was $300,000 as a result of the drawdowns on the convertible promissory note.
For the nine months ended September 30, 2021, net cash provided by financing activities was $120,000 as a result of the drawdown on the convertible promissory note.
At September 30, 2022 we had cash and marketable securities held in the trust account of $346,782,294 consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the trust account may be used by us to pay taxes. As of September 30, 2022, net cash provided by investing activities was $658,833 as a result of permitted withdrawals of interest earned on the trust account to pay our franchise and income taxes.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions, franchise taxes, and income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
At September 30, 2022, we had cash of $52,037 outside of the trust account, accounts payable and accrued expenses of $1,175,377, and income taxes payable of $173,213. We intend to use the funds held outside the trust account in addition to the remaining amount unborrowed on the convertible promissory note of $379,889 primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, lend us funds as may be required. If we complete a business combination, we would repay such lent amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such lent amounts but no proceeds from our trust account would be used for such repayment. On September 13, 2021, the Sponsor agreed to lend us an aggregate of up to $1,000,000 pursuant to the convertible promissory note for working capital purposes. At September 30, 2022, there was $620,111 of cumulative cash advanced under the convertible promissory note. The convertible promissory note was valued using the fair value method. The advances of $300,000 for the nine months ended September 30, 2022 were initially valued at $160,622 whereas the difference of $139,378 was recorded as a credit to stockholders’ deficit. The change in the fair value of the note recorded in the statements of operations for the three and nine months ended September 30, 2022 were $27,500 and $174,022, respectively, resulting in a fair value of the convertible promissory note of $246,200. For the three and nine months ended September 30, 2021, the change in fair value of the note recorded in the condensed statements of operations was $17,900, resulting in a fair value of the convertible promissory note of $102,100.
Going Concern
As of September 30, 2022, we had $52,037 in our operating bank account, $346,782,294 in marketable securities held in the trust account to be used for a business combination, or to repurchase or redeem our stock in connection therewith, and a working capital deficit of $1,035,493, which excludes the permitted withdrawal should we elect to withdraw from the trust account for franchise taxes payable of $19,347 or income taxes payable of $173,213. As of September 30, 2022, $1,782,294 of the amount on deposit in the trust account represented interest income, $39,779 of which was recorded as an unrealized loss. Interest income earned on the trust account is available to pay our tax obligations. Through September 30, 2022, $658,833 was withdrawn from the trust account to pay our tax obligations.
We may raise additional capital through loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain of its directors and officers. The Sponsor may but is not obligated to (except as described below), lend the Company funds, from time to time in whatever amounts it deems reasonable in its sole discretion, to meet the Company’s working capital needs. On September 13, 2021, the Sponsor agreed to lend the Company an aggregate of up to $1,000,000 for working capital purposes pursuant to a convertible promissory note. We had drawn an aggregate of $620,111 under the convertible promissory note as of September 30, 2022, which includes drawdowns of $120,000 on September 13, 2021, $114,311 on October 5, 2021, $70,800 on October 26, 2021, $15,000 on November 29, 2021, $150,000 on January 31, 2022, and $150,000 on March 31, 2022. There can be no assurance that we will be able to obtain additional financing prior to completing the Business Combination, however. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.
If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.
In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements – Going Concern, pursuant to our amended and restated certificate of incorporation, we have until December 22, 2022 to consummate a business combination. We plan to hold a meeting in December 2022 to approve an amendment to our amended and restated certificate of incorporation to allow us to extend the date for an additional six months, from December 22, 2022 to June 22, 2023 or such earlier date as determined by our board of directors, in order to consummate a business combination. If a business combination is not consummated by December 22, 2022, or our stockholders have not approved the Extension, there will be a mandatory liquidation and subsequent dissolution of the Company after December 22, 2022. Although we intend to consummate a business combination on or before December 22, 2022, or by the Extended Date if the Extension is approved by the Company’s stockholders, it is uncertain that we will be able to consummate a business combination by December 22, 2022 or that our stockholders will approve the Extension. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 22, 2022.
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Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2022.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for certain administrative, research, transaction and other support services. We began incurring these fees on December 22, 2020 and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation. In addition for both the three and nine months ended September 30, 2022, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amounts of $6,075 which is included in general and administrative expenses in the accompanying condensed statement of operations.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management.
There have been no material changes to our critical accounting policies and estimates from those disclosed in our financial statements and the related notes and other financial information included in our Form 10-K for the year ended December 31, 2021, on file with the SEC.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this Quarterly Report, as of September 30, 2022, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)under the Exchange Act). Based on such evaluation, our CEO and CFO concluded that, as of September 30, 2022, our disclosure controls and procedures were not effective, due solely to the material weaknesses in our internal control over financial reporting related to our accounting for complex financial instruments, as previously disclosed in our quarterly reports and our Form 10-K. As a result, we performed additional analysis as deemed necessary to ensure that our condensed financial statements were prepared in accordance with GAAP. Accordingly, management believes that the condensed financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter of the fiscal year covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K and our quarterly report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Form 10-K and in our quarterly report on Form 10-Q for the quarter ended March 31, 2022, except as set forth below:
We cannot assure you that the Extension will enable us to complete a business combination.
Approving the Extension involves a number of risks. Even if the Extension is approved, we cannot assure you that a business combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension is approved, we expect to seek stockholder approval of a business combination. We are required to offer stockholders the opportunity to redeem shares in connection with the Charter Amendment Proposal and the Trust Amendment Proposal, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve a business combination. Even if the Extension or a business combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.
A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax. The IR Act applies only to repurchases that occur after December 31, 2022.
If the Charter Amendment Proposal and Trust Amendment Proposals are not approved and we do not consummate our initial business combination by December 22, 2022, as contemplated by our IPO prospectus and in accordance with our charter, our public stockholders will have the right to require us to redeem their public shares. Because we expect that any redemption that occurs as a result of the Charter Amendment Proposal would occur before December 31, 2022, we would not be subject to the Excise Tax as a result of any redemptions in connection with the Extension. However, if our stockholders approve the Charter Amendment Proposal, then any redemption or other repurchase that we make that occurs after December 31, 2022, may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with our initial business combination, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the Excise Tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination.
We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited by the same.
Our Sponsor, Golden Falcon Sponsor, LLC, is a Delaware limited liability company, but as our Sponsor has certain ties with non-U.S. persons, CFIUS may deem our sponsor a “foreign person.” As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or we may choose to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by December 22, 2022 (or June 22, 2023 if the Charter Amendment Proposal is approved) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount per share that will be determined by when we liquidate and whether the Charter Amendment Proposal has been approved, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
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If we are deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.
On March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of the IPO Registration Statement or that may not complete an initial business combination within 24 months after such date. We have not entered into a definitive initial business combination agreement within 18 months after the effective date of our IPO Registration Statement and do not expect to complete an initial business combination within 24 months of such date. It is possible that a claim could be made that we have been operating as an unregistered investment company. This risk may be increased if we continue to hold the funds in the trust account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the trust account and hold the funds in the trust account in cash.
If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate. If we are required to liquidate, our stockholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.
If we instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.
The funds in the trust account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instruct the trustee with respect to the trust account to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of an initial business combination or liquidation of the Company. Following such liquidation of the securities held in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.
In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary, and instead hold all funds in the trust account in cash, which would further reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On December 22, 2020, we consummated the Initial Public Offering of 34,500,000 Units, inclusive of 4,500,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option at a price of $10.00 per Unit, generating total gross proceeds of $345,000,000. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-251058 and 333-251448). The SEC declared the registration statements effective on December 17, 2020.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit No. | Description | |
| 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 required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 32.2** | Certification of 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. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File – The cover page XBRL tags are embedded within the inline XBRL document. | |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOLDEN FALCON ACQUISITION CORP. | ||||||
| Date: November 14, 2022 | By: | /s/ Makram Azar | ||||
| Name: | Makram Azar | |||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||
| Date: November 14, 2022 | By: | /s/ Eli Muraidekh | ||||
| Name: | Eli Muraidekh | |||||
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
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