UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on December 6, 2022, Golden Falcon Acquisition Corp., a Delaware corporation (“Golden Falcon”), MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (“MNG”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNG (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“FinCo”), and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (“Merger Sub”) entered into a business combination agreement (as amended on February 14, 2023, the “Business Combination Agreement”), relating to the contemplated business combination between Golden Falcon and MNG (the “Proposed Business Combination”).
Termination of Business Combination Agreement
On August 8, 2023, Golden Falcon, MNG, HoldCo, IntermediateCo, FinCo and Merger Sub entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of August 8, 2023.
As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement, and each of the transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, (i) the Sponsor Support Agreement, dated as of December 6, 2022, by and among Golden Falcon, MNG and the Sponsor Persons (as defined therein), (ii) the Registration Rights and Lock-Up Agreement, dated as of December 6, 2022, by and among MNG and the stockholders of Golden Falcon and MNG parties thereto, and (iii) the Shareholders Statement, dated as of December 6, 2022, by and among, MNG, HoldCo, IntermediateCo, FinCo, Merger Sub and Golden Falcon, and the shareholders of MNG, party thereto, will automatically either be terminated in accordance with their terms or be of no further force and effect. Pursuant to the Termination Agreement, subject to certain exceptions, Golden Falcon and MNG have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Proposed Business Combination.
The foregoing descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) by Golden Falcon on December 12, 2022, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 8.01 Other Events.
On July 24, 2023, the board of directors of Golden Falcon, upon request by Golden Falcon Sponsor Group, LLC, approved an extension of the deadline to consummate Golden Falcon’s initial business combination to August 24, 2023, in accordance with its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”).
In light of the termination of the Business Combination Agreement described above, Golden Falcon does not believe that there is sufficient time for Golden Falcon to consummate an initial business combination by August 24, 2023. Accordingly, effective as of the close of business on the Redemption Date (as defined below), Golden Falcon will redeem all of its outstanding shares of Class A common stock (the “public shares”).
Pursuant to Golden Falcon’s Certificate of Incorporation, if Golden Falcon has not completed an initial business combination by August 24, 2023, Golden Falcon will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter (the “Redemption Date”) subject to lawfully available funds therefor, redeem 100% of the issued and outstanding public shares, at a per-share price (the “Redemption Amount”), payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account not previously released to Golden Falcon to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and Golden Falcon’s board of directors, in accordance with applicable law, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Golden Falcon’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
As of the close of business on the Redemption Date, the public shares will be deemed to no longer be outstanding and will represent only the right to receive the Redemption Amount for each such public share.
The Redemption Amount will be payable to the holders of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to Golden Falcon’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to Golden Falcon’s warrants, which will expire worthless.
Golden Falcon expects that the last day of trading of its units, Class A common stock and warrants on the NYSE will be at or around August 24, 2023, following which, Golden Falcon expects that the NYSE will file a Form 25 with the Commission to delist its units and Class A common stock. Golden Falcon thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Termination of Business Combination Agreement, dated as of August 8, 2023, by and among Golden Falcon Acquisition Corp., MNG Havayollari ve Tasimacilik A.S., Merlin HoldCo, LLC, Merlin IntermediateCo, LLC, Merlin FinCo, LLC and Merlin Merger Sub, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOLDEN FALCON ACQUISITION CORP. | ||
| By: | /s/ Makram Azar | |
| Name: Makram Azar Title: Chief Executive Officer | ||
Date: August 8, 2023