GOLDEN FALCON ACQUISITION CORP. Item 1.01 Entry into a Material Agreement.
As previously announced, on
On
Additionally, the Business Combination Agreement was amended to clarify that (i) MNGA shall not interfere with the Sponsor's right to designate two independent directors to the post-effective time board of directors of MNGA (the "MNGA Board"), (ii) the Sponsor shall have the right to remove a Sponsor-designated director from the post-effective time MNGA Board (including any committees thereof), (iii) the Sponsor shall have the exclusive right to fill vacancies created by reason of death, removal or resignation of a Sponsor-designated director (including any committees thereof), (iv) MNGA shall not remove any of the Sponsor-designated directors from the office during their respective three year term, except upon the request of the Sponsor or as set forth in the Amended and Restated Articles of Association (as defined below) or applicable law, and (e) MNGA shall use commercially reasonable efforts to take all action reasonably necessary to comply and ensure the MNGA shareholders and MNGA Board comply with this provision.
In addition, the form of Amended and Restated Articles of
A copy of each of the amendments to the Business Combination Agreement, the Sponsor Support Agreement, the Registration Rights and Lock-Up Agreement and the form of Amended and Restated Articles of Association is filed herewith as Exhibits 2.2, 10.8, 99.1 and Exhibit A to Exhibit 2.2, respectively, and the foregoing description of each of the amendments is qualified in its entirety by reference thereto.
--------------------------------------------------------------------------------
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, MNGA intends to publicly file a
registration statement on Form F-4 (the "Form F-4") with the
Before making any voting decision, investors and security holders of Golden
Falcon are urged to read the registration statement, the proxy
statement/prospectus, and amendments thereto, and the definitive proxy
statement/prospectus in connection with Golden Falcon's solicitation of proxies
for its stockholders' meeting to be held to approve the transaction, and all
other relevant documents filed or that will be filed with the
Investors and securityholders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
The documents filed by Golden Falcon with the
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, 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. All statements other than statements of historical fact contained in this Current Report on Form 8-K and the documents incorporated by reference, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the intention to offer redemption alternatives to Golden Falcon stockholders, the anticipated growth and expansion of MNGA's business, trends and developments in air cargo industry, MNGA's addressable market, competitive position, potential market opportunities, expected synergies, anticipated future financial and operating performance and results and the
--------------------------------------------------------------------------------
expected management and governance of MNGA, are forward-looking statements. Some
of these forward-looking statements can be identified by the use of
forward-looking words, including "may," "should," "expect," "intend," "will,"
"estimate," "anticipate," "believe," "predict," "plan," "targets," "projects,"
"could," "would," "continue," "forecast" or the negatives of these terms or
variations of them or similar expressions. All forward-looking statements are
subject to risks, uncertainties, and other factors, which could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements. All forward-looking statements are based upon
estimates, forecasts and assumptions that, while considered reasonable by Golden
Falcon and its management, and MNGA and its management, as the case may be, are
inherently uncertain and many factors may cause the actual results to differ
materially from current expectations which include, but are not limited to: the
risk that the proposed transaction may not be completed in a timely manner or at
all, which may adversely affect the price of Golden Falcon's securities; Golden
Falcon's potential failure to obtain an extension of the deadline for the
proposed transaction; the failure to satisfy the conditions to the consummation
of the proposed transaction, including the adoption of the business combination
agreement by the stockholders of Golden Falcon; failure to satisfy the minimum
cash amount following redemptions by Golden Falcon's public stockholders in
connection with the stockholder vote to extend the business combination deadline
and the stockholder vote to approve the business combination agreement and the
transactions contemplated thereby; failure to receive certain governmental and
regulatory approvals; the lack of a third party valuation in determining whether
or not to pursue the proposed transaction; the occurrence of any event, change
or other circumstance that could give rise to the termination of the business
combination agreement; costs related to the proposed transaction; actual or
potential conflicts of interest of Golden Falcon's management with its public
stockholders; the effect of the announcement or pendency of the proposed
transaction on MNGA's business relationships, performance, and business
generally; risks that the proposed transaction disrupts current plans of MNGA
and potential difficulties in MNGA's employee retention as a result of the
proposed transaction; the outcome of any legal proceedings that may be
instituted against MNGA or against Golden Falcon related to the business
combination agreement or the proposed transaction; failure to realize the
anticipated benefits of the proposed transaction; the inability to meet and
maintain the listing of Golden Falcon's securities (or the securities of MNGA)
on the NYSE; the risk that the price of Golden Falcon's or MNGA's securities may
be volatile due to a variety of factors, including macro-economic and social
environments affecting MNGA's business and changes in the combined capital
structure; the inability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and identify and
realize additional opportunities; the risk that MNGA will need to raise
additional capital to execute its business plan, which may not be available on
acceptable terms or at all; the risk that the post-combination company
experiences difficulties in managing its growth and expanding operations;
negative economic conditions that could impact MNGA and the air cargo business
in general; factors that affect air cargo companies generally; changes in, and
MNGA's ability to comply with, laws and government regulations, particularly,
the civil aviation regulatory framework; competition in the air cargo industry;
reduction in demand for MNGA's cargo or charter operations, including as a
result of reductions in global trade growth or e-commerce activity, government
reduction or limitation of operating capacity; risks associated with MNGA doing
business in emerging markets; conflict and uncertainty in neighboring countries;
and other risks and uncertainties set forth in the sections entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in Golden
Falcon's Annual Report on Form 10-K which was filed by Golden Falcon on
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Golden Falcon nor MNGA gives any assurance that either Golden Falcon or MNGA or the combined company will achieve its expected results. Neither Golden Falcon nor MNGA undertakes any duty to update these forward-looking statements, except as otherwise required by law.
--------------------------------------------------------------------------------
Participants in the Solicitation
MNGA and Golden Falcon and their respective directors and officers and other
members of management may, under
No Offer or Solicitation
This Current Report on Form 8-K is for information purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.2 Amendment to Business Combination Agreement, dated as of
February 14, 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.
10.8 Amendment to Sponsor Support Agreement, dated as of February 14,
2023 , by and among Golden Falcon Acquisition Corp. , MNG Havayollari ve
Tasimacilik A.S., and the Sponsor Persons (as defined in the Sponsor
Support Agreement filed with the SEC on December 12, 2022 as
Exhibit 10.1 of the Current Report on Form 8-K).
99.1 Amendment to Registration Rights and Lock-Up Agreement, dated as of
February 14, 2023 , by and among MNG Havayollari ve Tasimacilik A.S.
and the stockholders of Golden Falcon Acquisition Corp. and MNG
Havayollari ve Tasimacilik A.S., parties thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source
