Item 8.01 Other Events.
Supplement to the Definitive Proxy Statement
On February 17, 2023, Golden Arrow Merger Corp. (the "Company") filed a
definitive proxy statement (the "definitive proxy statement") for the
solicitation of proxies in connection with a special meeting of the Company's
stockholders to be held on March 15, 2023 (the "Special Meeting") to consider
and vote on, among other proposals, a proposal to extend the date by which the
Company has to consummate a business combination (the "Extension") for an
additional nine months, from March 19, 2023 to December 19, 2023 or such earlier
date as determined by the Company's board of directors (the "Board") (such later
date, the "Extended Date", and such proposal, the "Charter Amendment Proposal").
The Company has determined to modify the terms of the Charter Amendment
Proposal, to provide that in connection with the Extension, Golden Arrow
Sponsor, LLC (the "Sponsor") or its affiliates or permitted designees will
deposit into the 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 outstanding following any redemptions of
public shares effected in connection with the Special Meeting, up to a maximum
of $105,000, for each one-month extension until the Extended Date, 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
Company also confirms that the proceeds placed in the trust account in
connection with the Company's initial public offering and any Extension
Payments, as well as any interest earned thereon (collectively, the "IPO
Funds"), will not be used to pay for any excise tax payable pursuant to
the Inflation Reduction Act of 2022 (the "IR Act"). Accordingly, the Company has
determined to amend and supplement the definitive proxy statement as described
in this Current Report on Form 8-K.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
1. Certain disclosure on page 1 of the Notice of Special Meeting and page 1 of
the definitive proxy statement is hereby amended and restated to read as
follows:
· Proposal No. 1 - The Charter Amendment Proposal - a proposal to amend (the
"Charter Amendment") our amended and restated certificate of incorporation
(the "charter") to extend the date by which we have to consummate a business
combination (the "Extension") 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 Golden
Arrow Sponsor, LLC (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," or
such earlier date as determined by our board of directors (the "Board")
(such later date, the "Extended Date," and such proposal, the "Charter
Amendment Proposal").
2. Certain disclosure on page 2 of the Notice of Special Meeting and page 2 of
the definitive proxy statement is hereby amended and restated to read as
follows:
Holders of shares of our Class A common stock, par value $0.0001 per share
("Class A common stock"), included as part of the units sold in the IPO ("public
shares", and such holders, the "public stockholders") may elect to redeem all or
a portion of their shares for their pro rata portion of the funds available in
the trust account in connection with the Charter Amendment Proposal and the
Trust Amendment Proposal (the "Election") regardless of whether such public
stockholders vote "FOR" or "AGAINST" the Charter Amendment Proposal and the
Trust Amendment Proposal, and the Election can also be made by public
stockholders who abstain, do not vote, or do not instruct their broker or bank
how to vote, at the special meeting. Public stockholders may make the Election
regardless of whether such public stockholders were holders as of the record
date. We believe that such redemption right protects the public stockholders
from having to sustain their investments for an unreasonably long period if we
do not consummate a suitable initial business combination in the timeframe
initially contemplated by our charter. In addition, regardless of whether public
stockholders vote "FOR" or "AGAINST" the Charter Amendment Proposal and the
Trust Amendment Proposal, abstain, do not vote, or do not instruct their broker
or bank how to vote, at the special meeting, if the Charter Amendment Proposal
and the Trust Amendment Proposal are approved by the requisite vote of
stockholders and the Extension is implemented, the remaining public stockholders
will retain their right to redeem their public shares for their pro rata portion
of the funds available in the trust account upon consummation of an initial
business combination.
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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 (the "Excise Tax") on certain repurchases of stock by
publicly traded U.S. domestic corporations and certain U.S. domestic
subsidiaries of publicly traded foreign corporations occurring on or after
January 1, 2023. Any redemption of our shares of Class A common stock on or
after January 1, 2023, such as the redemptions discussed herein, may be subject
to the Excise Tax. We confirm that the proceeds placed in the trust account in
connection with our IPO and any Extension Payments, as well as any interest
earned thereon (collectively, the "IPO Funds"), will not be used to pay for any
Excise Tax payable pursuant to the IR Act.
3. Certain disclosure on page 1 of "Questions and Answers About the Special
Meeting" of the definitive proxy statement is hereby amended and restated to
read as follows:
· a proposal to amend our charter to extend the date by which we have to
consummate a business combination from March 19, 2023 to the Extended Date,
provided that the Sponsor (or its affiliates or permitted designees) will
deposit into the trust account the Extension Payment for each such one-month
extension;
4. Certain disclosure on page 2 of the definitive proxy statement under the
"Questions and Answers About the Special Meeting" section is hereby amended and
restated to read as follows:
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved
and the Extension is implemented, each one-month extension of the Termination
Date is subject to the Sponsor or its affiliates or permitted designees
contributing to the Company a loan, referred to herein as the Extension Payment,
in the 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,
in each case to be deposited into the trust account prior to the then-current
deadline to complete an initial business combination. Furthermore, the
withdrawal of funds from the trust account in connection with the Election will
reduce the amount held in the trust account following the Election.
5. Certain disclosure on page 14 of the definitive proxy statement under the
"Risk Factors" section is hereby amended and restated to read as follows:
As described under the section of this proxy statement entitled "Proposal No. 1
- The Charter Amendment Proposal - Redemption Rights," if the deadline for us to
complete an initial business combination (currently March 19, 2023) is extended,
the public stockholders will have the right to require us to redeem their public
shares. Any redemption or other repurchase that occurs after December 31, 2022
may be subject to the Excise Tax, including in connection with an initial
business combination, certain amendments to our charter (including the proposed
Charter Amendment) or otherwise. 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 an initial
business combination, certain amendments to our charter or otherwise, (ii) the
structure of an initial business combination, (iii) the nature and amount of any
"PIPE" or other equity issuances in connection with an initial business
combination (or otherwise issued not in connection with such initial business
combination but issued within the same taxable year of such initial 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 IPO Funds will not be used to pay for the Excise
Tax. The foregoing could cause a reduction in the cash available on hand to
complete an initial business combination and in our ability to complete an
initial business combination and could potentially reduce the per-share amount
that public stockholders would otherwise be entitled to receive.
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6. Certain disclosures on page 20 of the definitive proxy statement under the
"Charter Amendment Proposal" section are hereby amended and restated to read as
follows:
We are proposing to amend our charter to extend the date by which we have to
consummate a business combination from March 19, 2023 to the Extended Date,
provided that the Sponsor (or its affiliates or permitted designees) will
deposit into the Trust Account the Extension Payment for each one-month
extension beyond the Termination Date.
. . .
Our IPO prospectus and charter provide that we have until March 19, 2023 to
consummate a business combination. While we are currently in discussions with
respect to several business combination opportunities, the Board currently
believes that there will not be sufficient time before March 19, 2023 to
complete a business combination. The affirmative vote of the holders of at least
65% of all outstanding shares of common stock is required to extend our
corporate existence beyond March 19, 2023, except in connection with, and
effective upon consummation of, a business combination. Additionally, our IPO
prospectus and charter provide for all public stockholders to have an
opportunity to redeem their public shares in the case our corporate existence is
extended as described above. Because we continue to believe that a business
combination would be in the best interests of our stockholders, and because we
will not be able to conclude a business combination within the permitted time
period, we have determined to seek stockholder approval to extend the date by
which we have to complete a business combination beyond March 19, 2023 to the
Extended Date, provided that the Sponsor (or its affiliates or permitted
designees) will deposit into the Trust Account the Extension Payment for each
one-month extension beyond the Termination Date.
7. Certain disclosure on page A-1 of Annex A of the definitive proxy statement
is hereby amended and restated to read as follows:
(b) Immediately after the Offering, a certain amount of the net offering
proceeds received by the Corporation in the Offering (including the proceeds of
any exercise of the underwriters' over-allotment option) and certain other
amounts specified in the Corporation's registration statement on Form S-1, as
initially filed with the Securities and Exchange Commission (the "SEC") on
February 24, 2021, as amended (the "Registration Statement"), was deposited in a
trust account (the "Trust Account"), established for the benefit of the Public
Stockholders (as defined below) pursuant to a trust agreement described in the
Registration Statement. Except for the withdrawal of interest income (if any) to
pay the Corporation's taxes, if any, none of the funds held in the Trust Account
(including the interest earned on the funds held in the Trust Account) will be
released from the Trust Account until the earliest to occur of (i) the
completion of the initial Business Combination, (ii) the redemption of 100% of
the Offering Shares (as defined below) if the Corporation does not complete its
initial Business Combination by March 19, 2023; provided that the Company may
extend such date by up to an additional nine months, to up to December 19,
2023, provided that Golden Arrow Sponsor, LLC (or its affiliates or permitted
designees) will deposit into 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
Corporation's Business Combination shall have occurred, for such extension in
exchange for a non-interest bearing, unsecured promissory note payable upon
consummation of a Business Combination, or such earlier date as determined by
the Board (such later date as applicable, the "Termination Date"), subject to
applicable law, and (iii) the redemption of Offering Shares in connection with a
stockholder vote to approve an amendment to this Amended and Restated
Certificate that (A) would affect the substance or timing of the Corporation's
obligation to allow redemption in connection with the initial Business
Combination or to redeem 100% of the Offering Shares if the Corporation has not
completed an initial Business Combination by the Termination Date or (B) with
respect to stockholders' rights or pre-initial Business Combination activity (as
described in Section 9.7). Holders of shares of the Common Stock included as
part of the units sold in the Offering (the "Offering Shares") (whether such
Offering Shares were purchased in the Offering or in the secondary market
following the Offering and whether or not such holders are the Sponsor or
officers or directors of the Corporation, or any affiliates of any of the
foregoing) are referred to herein as "Public Stockholders."
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8. Certain disclosure on the proxy card of the definitive proxy statement is
hereby amended and restated to read as follows:
Proposal 1 - The Charter Amendment Proposal
To amend (the "Charter Amendment") the Company's Amended and Restated
Certificate of Incorporation to extend the date by which the Company has to
consummate a business combination (the "Extension") 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 the Company's
board of directors, 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 Golden Arrow Sponsor, LLC (or its
affiliates or permitted designees) will deposit into a trust account established
for the benefit of the Company's public stockholders 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 or such earlier date as determined by the Company's board
of directors (such later date, the "Extended Date").
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