Form 10-Q Golden Falcon Acquisitio For: Jun 30
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant |
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Class A Common Stock, par value $0.0001 per share |
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Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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June 30, 2022 |
December 31, 2021 |
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(Unaudited) | (Audited) | |||||||
ASSETS |
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Current Assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Cash and marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Income taxes payable |
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Total Current Liabilities |
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Non-current Liabilities: |
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Convertible promissory note – related party, at fair value |
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Deferred underwriting fee payable |
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Warrant liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption; |
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Stockholders’ Deficit |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Accumulated deficit |
( |
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Total Stockholders’ Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
$ |
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2022 |
2021 |
2022 |
2021 |
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Formation and operational costs |
$ | $ | $ | $ | ||||||||||||
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Loss from operations |
( |
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Other income (expense): |
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Interest earned on marketable securities held in Trust Account |
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Unrealized loss on marketable securities held in Trust Account |
( |
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) | ( |
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Change in fair value of convertible promissory note |
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Change in fair value of warrant liabilities |
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Other income (expense), net |
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Income (Loss) before provision for income taxes |
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Provision for income taxes |
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Net income (loss) |
$ |
$ |
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$ |
$ |
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Basic and diluted weighted average shares outstanding, Class A common stock |
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Basic and diluted net income (loss) per share, Class A common stock |
$ |
$ |
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$ |
$ |
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Basic and diluted weighted average shares outstanding, Class B common stock |
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Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
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$ |
$ |
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Class A Common Stock |
Class B Common Stock |
Accumulated Deficit |
Total Stockholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance—January 1, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
Remeasurement for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Proceeds received in excess of initial fair value of convertible promissory note |
— | — | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance—March 31, 2022 |
( |
) |
( |
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Remeasurement for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance—June 30, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
Class A Common Stock |
Class B Common Stock |
Accumulated Deficit |
Total Stockholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance—January 1, 2021 |
$ |
$ |
$ |
( |
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$ |
( |
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Remeasurement for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance—March 31, 2021 |
( |
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( |
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Net loss |
— | — | — | — | ( |
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Balance—June 30, 2021 |
$ |
$ |
$ |
( |
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$ |
( |
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For the Six Months Ended June 30, 2022 |
For the Six Months Ended June 30, 2021 |
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Cash Flows from Operating Activities: |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash used in operating activities: |
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Change in fair value of warrant liabilities |
( |
) | ( |
) | ||||
Change in fair value of convertible promissory note |
( |
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Interest earned on marketable securities held in Trust Account |
( |
) | ( |
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Unrealized loss on marketable securities held in Trust Account |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable and accrued expenses |
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Income taxes payable |
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Net cash used in operating activities |
( |
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( |
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Cash Flows from Financing Activities: |
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Proceeds from convertible promissory note - related party |
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash—Beginning of period |
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Cash—End of period |
$ |
$ |
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Non-cash Investing and Financing Activities: |
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Proceeds received from convertible promissory note in excess of initial fair value |
$ | $ | ||||||
Remeasurement for Class A common stock to redemption amount |
$ | $ | ||||||
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
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Class A common stock issuance costs |
( |
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Plus: |
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Re-measurement of carrying value to redemption amount |
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Class A common stock subject to possible redemption – December 31, 2021 |
$ | |||
Plus: |
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Re-measurement of carrying value to redemption amount |
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Class A common stock subject to possible redemption – June 30, 2022 |
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Three Months Ended June 30, 2022 |
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2022 |
Six Months Ended June 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per common share |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | ( |
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Denominator: |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per common share |
$ |
$ |
$ |
( |
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$ |
( |
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$ |
$ |
$ |
$ |
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• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last reported sale price of the Class A common stock for any a period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
Description |
Level |
June 30, 2022 |
Level |
December 31, 2021 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ | 1 | $ | ||||||||||||
Liabilities: |
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Warrant liabilities—Public Warrants |
1 | 1 | $ | |||||||||||||
Warrant liabilities—Private Placement Warrants |
2 | 2 | $ | |||||||||||||
Convertible promissory note– related party |
3 | 3 | $ |
December 31, 2021 |
June 30, 2022 |
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Risk-free interest rate |
% | % | ||||||
Time to Expiration (in years) |
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Expected volatility |
% | % | ||||||
Exercise price |
$ | $ | ||||||
Dividend yield |
% | % | ||||||
Stock Price |
$ | $ | ||||||
Probability of transaction |
% | % |
Fair value as of January 1, 2022 |
$ | |||
Borrowing on January 31, 2022 |
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Borrowing on March 31, 2022 |
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Proceeds received in excess of initial fair value of convertible promissory note |
( |
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Change in fair value |
( |
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Fair value as of June 30, 2022 |
$ |
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Exhibit No. |
Description | |
31.1* | Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a). | |
31.2* | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a). | |
32.1** | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
32.2** | Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
101.INS* | XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File – The cover page XBRL tags are embedded within the inline XBRL document. |
* | Filed herewith. |
** | Furnished herewith. |
GOLDEN FALCON ACQUISITION CORP. | ||||||||
Date: August 15, 2022 | By: | /s/ Makram Azar | ||||||
Name: | Makram Azar | |||||||
Title: | Chief Executive Officer (Principal Executive Officer) | |||||||
Date: August 15, 2022 | By: | /s/ Eli Muraidekh | ||||||
Name: | Eli Muraidekh | |||||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Makram Azar, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Golden Falcon Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; |
3. | Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 15, 2022
/s/ Makram Azar |
Makram Azar |
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eli Muraidekh, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Golden Falcon Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; |
3. | Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 15, 2022
/s/ Eli Muraidekh |
Eli Muraidekh |
Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Golden Falcon Acquisition Corp. (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Makram Azar, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered by the Report. |
Dated: August 15, 2022
/s/ Makram Azar |
Makram Azar |
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Golden Falcon Acquisition Corp. (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Eli Muraidekh, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered by the Report. |
Dated: August 15, 2022
/s/ Eli Muraidekh |
Eli Muraidekh |
Chief Financial Officer (Principal Financial and Accounting Officer) |
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