Item 7.01 Regulation FD Disclosure.
Furnished as Exhibits 99.1, 99.2, 99.3 and 99.4 hereto are copies of press
releases issued on
Furnished as Exhibit 99.5, 99.6 and 99.7 hereto are an investor presentation, a
script and a summary investor presentation that
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit
99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6 and Exhibit 99.7 attached hereto,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction between
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 contains 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
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Report on Form 8-K, 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.
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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 authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedFebruary 23, 2023 . 99.2 Press Release, datedFebruary 23, 2023 . 99.3 Press Release, datedFebruary 23, 2023 . 99.4 Press Release, datedFebruary 23, 2023 . 99.5 Investor Presentation, datedFebruary 2023 . 99.6 Script used in connection with the investor presentation. 99.7 Summary Investor Presentation, datedFebruary 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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