Item 1.01. Entry into a Material Definitive Agreement.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 to the extent required herein. As
approved by its stockholders at the special meeting (defined below), on March
15, 2023, Golden Arrow Merger Corp. (the "Company") and Continental Stock
Transfer & Trust Company entered into an amendment to the Investment Management
Trust Agreement, dated March 15, 2023, by and between Continental Stock Transfer
& Trust Company and the Company (the "Trust Agreement"). A copy of the amendment
to the Trust Agreement is attached to this Current Report on Form 8-K as Exhibit
10.1 and is incorporated herein by reference.
The information provided in Item 2.03 of this Current Report on Form 8-K is also
incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
In connection with the Extension Payments (as defined below), on March 17, 2023,
the Company issued an unsecured promissory note in the aggregate amount of
$567,130 (the "Note") to Golden Arrow Sponsor, LLC (the "Sponsor"). On March 17,
2023, the Company deposited an Extension Payment in the amount of $63,015,
representing $0.03 per public share, which enabled the Company to extend the
period of time it has to consummate its initial business combination by one
month from March 19, 2023 to April 19, 2023. The Extension (as defined below) is
the first of nine one-month extensions permitted under the Company's Charter (as
defined below).
The Note bears no interest and the principal balance is payable on the date of
the consummation of the Company's initial business combination. The Note is not
convertible into private placement warrants. The Note is subject to customary
events of default, the occurrence of certain of which automatically triggers the
unpaid principal balance of the Note and all other sums payable with regard to
the Note becoming immediately due and payable. The principal balance may be
prepaid at any time.
A copy of the Note is attached as Exhibit 10.2 to this Current Report on Form
8-K and is incorporated herein by reference. The disclosure set forth in this
Item 2.03 is intended to be a summary only and is qualified in its entirety by
reference to the Note.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03 to the extent required herein. As
approved by its stockholders at the special meeting, on March 15, 2023, the
Company filed a certificate of amendment to its amended and restated certificate
of incorporation (as amended, the "Charter") which became effective upon filing.
A copy of the certificate of amendment to the Charter is attached to this
Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 15, 2023, the Company held a special meeting in lieu of its 2023 annual
meeting of stockholders (the "special meeting"). On February 7, 2023, the record
date for the special meeting, there were 35,937,500 shares of common stock
outstanding entitled to be voted at the special meeting (consisting of
28,750,000 shares of Class A common stock and 7,187,500 shares of Class B common
stock of the Company), approximately 76.1% of which were represented in person
or by proxy at the special meeting.
The final results for each of the matters submitted to a vote of the Company's
stockholders at the special meeting are as follows:
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1. Charter Amendment Proposal
The stockholders approved the proposal to amend the Company's Charter (the
"Charter Amendment"), to extend the date by which the Company has to consummate
a business combination for an additional nine months, from March 19, 2023 (the
"Termination Date") to up to December 19, 2023 by electing to extend the date to
consummate an initial business combination on a monthly basis for up to nine
times by an additional one month each time after the Termination Date, until
December 19, 2023 or a total of up to nine months after the Termination Date, or
such earlier date as determined by our board of directors (the "Board"), unless
the closing of the Company's initial business combination shall have occurred,
which we refer to as the "Extension," and such later date, the "Extended Date",
provided that the Sponsor (or its affiliates or permitted designees) will
deposit into a trust account established for the benefit of the Company's public
stockholders (the "trust account") an amount determined by multiplying $0.03 by
the number of public shares then outstanding, up to a maximum of $105,000 for
each such one-month extension unless the closing of the Company's initial
business combination shall have occurred, in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a business
combination (each, an "Extension Payment"). The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
24,733,288 3,097,106 0 0
2. Trust Amendment Proposal
The stockholders approved the proposal to amend the Investment Management Trust
Agreement, dated as of March 16, 2021, by and between the Company and
Continental Stock Transfer & Trust Company and (the "Trust Agreement"), in the
form set forth as Annex B to the proxy statement (the "Trust Amendment"), to
provide for the Extension to the Extended Date pursuant to the Charter
Amendment. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
24,733,288 3,097,106 0 0
Re-election of Class I Directors
On March 15, 2023, the holders of Class B common stock of the Company re-elected
each of Jacob Doft, Brett Barth and Lloyd Dean as Class I directors, each to
serve for a three-year term or until the election and qualification of their
respective successors in office, subject to their earlier death, resignation or
removal. Under the Company's Charter, holders of Class B common stock have the
exclusive right to elect, remove and replace any director.
Item 8.01. Other Events.
In connection with the votes to approve the Extension, the holders of 26,649,519
shares of Class A common stock of the Company properly exercised their right to
redeem their shares for cash at a redemption price of approximately $10.16 per
share, for an aggregate redemption amount of approximately $270.8 million,
leaving approximately $21.3 million in the trust account.
On March 16, 2023, the Sponsor voluntarily converted the 7,047,500 shares
of Class B common stock of the Company it held into 7,047,500 shares
of Class A common stock of the Company in accordance with the Company's
Charter.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Golden Arrow Merger Corp., dated March 15, 2023.
10.1 Amendment to the Investment Management Trust Agreement, dated March
15, 2023, by and between Golden Arrow Merger Corp. and Continental Stock
Transfer & Trust Company.
10.2 Promissory Note, dated March 17, 2023, issued by Golden Arrow Merger
Corp. to Golden Arrow Sponsor LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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