GFX SEC filings, in plain English
Everything Golden Falcon Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 6 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Item 8.01: Golden Falcon Acquisition Corp. reports that, as disclosed in its August 8, 2023 Form 8-K, it will redeem all outstanding Class A common stock effective at the close of business on September 7, 2023, and states the per-share redemption price will be approximately $10.18. The balance of the trust account as of August 23, 2023 was approximately $11,069,686. The company expects to retain $100,000 of trust interest income to pay dissolution expenses, in accordance with the trust agreement and its December 17, 2020 IPO prospectus. Why it matters: The closing number for the vehicle, four weeks after it mutually terminated the MNG business combination agreement on August 8, 2023 with no break fee. The approximately $10.18 is the company's own stated per-share figure, computed after the $100,000 dissolution retention. The trust balance of approximately $11,069,686 is what remained after the 3,130,990 Class A shares redeemed at the June 22, 2023 extension meeting.
What changed: Items 1.01 and 1.02 (Termination): On August 8, 2023 Golden Falcon Acquisition Corp., MNG Havayollari ve Tasimacilik A.S. and the Merlin entities entered a Termination of Business Combination Agreement mutually terminating their December 6, 2022 business combination agreement, as amended February 14, 2023, effective the same day. The filing states the agreement is void with no liability on any party except as set forth in it, and that the related Sponsor Support Agreement, Registration Rights and Lock-Up Agreement and Shareholders Statement all terminate or cease to have effect. Why it matters: The SPAC loses its announced target and the entire transaction architecture unwinds with it — sponsor support, registration rights, lock-ups and the shareholders statement all fall away. The termination is mutual and stated to carry no liability, so no break fee is disclosed in either direction. It comes seven weeks after shareholders approved an extension to July 24, 2023 with a possible further month to August 24, 2023, and 3,130,990 Class A shares redeemed at that meeting.
What changed: Items 5.03, 5.07 and 8.01: At Golden Falcon Acquisition Corp.'s special meeting on June 22, 2023 — about 84.48% of the 12,833,579 Class A and Class B shares outstanding on the May 30 record date represented — stockholders approved a charter amendment extending the business-combination date from June 22, 2023 to July 24, 2023, and permitting a further extension to August 24, 2023 without another stockholder vote, on request by Golden Falcon Sponsor Group, LLC and board approval. The vote was 10,840,071 for and 1,601 against. Holders of 3,130,990 Class A shares redeemed. Why it matters: August 24, 2023 is conditional, not granted: it requires the sponsor to ask and the board to agree, and the board may also set an earlier date. What the amendment secures outright is July 24, 2023 — about one month. The near-unanimous vote sits alongside 3,130,990 Class A shares leaving the trust, which is the more informative number about what holders did rather than how they voted.
- What changed vs 2022-11-21trust $346.8M → $42.8M -88%deadline 2023-06-22 → 2023-08-24
trust account, combination deadline2 moved
- Trust account
- $346.8M$42.8M
- Combination deadline
- 2023-06-222023-08-24
SpacBrain reads this as $304,000,000 left the trust between the two filings.
The clause …“$10.18 at the time of the special meeting, based on the approximate amount of $42.8 million held in the trust account as of June 2, 2023. The closing price of our Class A common stock on the New York Stock Exchange on June 2, 2023 was”…
SpacBrain reads this as 63 days later than the previous record.
The clause …“by which we have to consummate a business combination from July 24, 2023 to August 24, 2023, or such earlier date as determined by the Board (such date actually extended being referred to as the Extended Date). Proposal 2 The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-11-14trust $346.8M → $42.9M -88%shares 34.5M → 4.21M -88%
trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $346.8M$42.9M
- Redeemable shares
- 34.5M4.21M
- Combination deadline
- 2023-06-22 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $303,842,057 left the trust between the two filings.
The clause …“91,508 Total Current Assets 217,980 115,443 Cash and marketable securities held in Trust Account 42,940,237 42,563,076 TOTAL ASSETS $ 43,158,217 $ 42,678,519 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts payable”…
SpacBrain reads this as 30,291,421 shares are no longer redeemable.
The clause …“200,000,000 shares authorized; no shares issued and outstanding (excluding 4,208,579 shares subject to possible redemption) at March 31, 2023 and December 31, 2022 — — Class B common stock, $ 0.0001 par value; 20,000,000 shares”…
The clause …“June 22, 2023, it is uncertain that the Company will be able to consummate a Business Combination by June 22, 2023. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going”…
The clause …“Combination by June 22, 2023. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 425 of the announcement type, jointly filed by Golden Falcon and MNG Havayollari ve Tasimacilik A.S.: MNG Airlines announces that it HAS filed a registration statement on Form F-4 containing a preliminary proxy statement/prospectus, which has NOT yet been declared effective. Closing is stated to be subject to effectiveness, approval by Golden Falcon's stockholders and customary conditions; the combined company would list on the NYSE as MNGA. The release states a pro forma enterprise value of $676 million assuming minimum gross transaction proceeds of $30 million. Why it matters: This is the rare 425 that carries a genuine status change - a registration statement now on file but not effective - stated in the past tense rather than the standing 'intends to file' legend, and it names a minimum-proceeds assumption of $30 million that a reader may mistake for a minimum-cash CLOSING CONDITION; the document calls it an assumption behind the $676 million pro forma value, not a condition. No vote date or redemption deadline is given. Nothing was written to a status, deadline or price field.
What changed: The same MNG Airlines / Golden Falcon F-4 announcement as accession 0001193125-23-100479, filed the same day: identical primary document d499468d425.htm, identical text length, identical content - the F-4 containing a preliminary proxy statement/prospectus has been filed and is not yet effective, closing is subject to effectiveness, a Golden Falcon stockholder vote and customary conditions, the listing would be NYSE: MNGA, and the release cites a $676 million pro forma enterprise value assuming $30 million of minimum gross transaction proceeds. Why it matters: Two accession numbers, one document. This is the duplicate pattern already recorded at the arrears head in QA-FINDINGS section 17.1, here appearing in the 425 family: any count of deal communications, and any diff engine keyed to accession rather than document content, will double-count this event. Both rows are summarised so neither is left blank, and both say the same thing on purpose. Nothing was written to a status, deadline or price field.
- What changed vs 2022-03-31trust $345.2M → $42.6M -88%deadline 2022-12-22 → 2023-06-22sponsor loan $177K → $240Kmandate language changedshares 34.5M → 4.21M -88%
trust account, combination deadline, sponsor loans outstanding +35 moved · 1 with no prior record of ours
- Trust account
- $345.2M$42.6M
- Combination deadline
- 2022-12-222023-06-22
- Sponsor loans outstanding
- $177K$240K
- Mandate language
- we may pursue an initial business combination opportunity in…we may pursue an initial business combination opportunity in…
- Redeemable shares
- 34.5M4.21M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $302,607,762 left the trust between the two filings.
The clause …“price paid by the sponsor for the private placement warrants. The amount held in the trust account was $42,563,077 as of December 31, 2022, implying a value of approximately $10.11 per Public Share. The following table shows the”…
SpacBrain reads this as 182 days later than the previous record.
The clause …“June 22, 2023, it is uncertain that the Company will be able to consummate a Business Combination by June 22, 2023. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going”…
SpacBrain reads this as the sponsor has advanced $62,280 more.
The clause …“held outside the trust account in addition to the remaining amount unborrowed on the Sponsor Convertible Promissory Note of $239,505 primarily to complete a business combination. In order to fund working capital deficiencies or”…
SpacBrain reads this as 30,291,421 shares are no longer redeemable.
The clause …“200,000,000 shares authorized; no shares issued and outstanding (excluding 4,208,579 and 34,500,000 shares subject to possible redemption) at December 31, 2022 and 2021, respectively — — Class B common stock, $ 0.0001 par value;”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” We may not have sufficient liquidity to meet our anticipated obligations over the next”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Golden Falcon Acquisition Corp. called a special meeting in lieu of its 2022 annual meeting for December 16, 2022 at 11:00 a.m. local time, to extend the deadline six months, from December 22, 2022 to June 22, 2023. The estimated per-share pro rata trust portion is approximately $10.05, based on approximately $346.8 million held in the trust account as of September 30, 2022, against a NYSE Class A closing price of $10.03 on November 18, 2022 — two cents more from redeeming than selling. Redemption pays the trust balance less taxes and up to $100,000 of interest for dissolution expenses. Why it matters: With roughly $346.8 million in trust this was a large vehicle, and at $10.05 against $10.03 the redemption right was marginally better than a market sale and far more certain given thin liquidity. GFX's filed trust value is around $10.18 per share, above the level here, reflecting later interest accretion. Golden Falcon ultimately liquidated, so the trust claim rather than a deal was the return holders received.
- What changed vs 2022-08-15trust $345.8M → $346.8M +0%deadline 2022-12-22 → 2023-06-22
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $345.8M$346.8M
- Combination deadline
- 2022-12-222023-06-22
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 34.5M · unchanged
SpacBrain reads this as $1,007,629 was added to the trust between the two filings.
The clause “500 194,875 Total Current Assets 120,537 206,755 Cash and marketable securities held in Trust Account 346,782,294 345,170,839 TOTAL ASSETS $ 346,902,831 $ 345,377,594 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts”…
SpacBrain reads this as 182 days later than the previous record.
The clause …“us to extend the date for an additional six months, from December 22, 2022 to June 22, 2023 or such earlier date as determined by our board of directors, in order to consummate a business combination. If a business combination is not”…
The clause …“will approve the Extension. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“200,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021 — — Class B common stock, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-05-16trust $345.4M → $345.8M +0%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $345.4M$345.8M
- Combination deadline
- 2022-12-22 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 34.5M · unchanged
SpacBrain reads this as $363,419 was added to the trust between the two filings.
The clause “500 194,875 Total Current Assets 179,640 206,755 Cash and marketable securities held in Trust Account 345,774,665 345,170,839 TOTAL ASSETS $ 345,954,305 $ 345,377,594 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts”…
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 22, 2022, and may seek an extension, it is uncertain that the Company will be able to consummate a Business”…
The clause …“an extension, by this time. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“200,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021 — — Class B common stock, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.