Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02. The Additional Private Placement
(as defined below) was conducted as a non-public transaction and, as a
transaction by an issuer not involving a public offering, is exempt from
registration under the Securities Act of 1933, as amended (the "Securities Act")
in reliance upon Section 4(a)(2) of the Securities Act.
Item 8.01. Other Events.
As previously reported on a Current Report on Form 8-K filed by Golden Arrow
Merger Corp. (the "Company") on March 22, 2021 (the "Initial Form 8-K"), on
March 19, 2021, the Company completed its initial public offering (the "IPO") of
25,000,000 units ("Units"), each Unit consisting of one share of Class A common
stock, par value $0.0001 per share ("Class A Common Stock") and one-third of one
redeemable warrant ("Warrant"), each whole Warrant entitling the holder thereof
to purchase one share of Class A Common Stock at an exercise price of $11.50 per
share, subject to adjustment, pursuant to the Company's registration statement
on Form S-1, as amended (File No. 333-253465). The Units were sold at an
offering price of $10.00 per Unit, generating gross proceeds of $250,000,000.
On May 3, 2021, the underwriters notified the Company of their exercise of the
over-allotment option in full and, on May 6, 2021, the underwriters purchased
3,750,000 additional Units (the "Additional Units") at $10.00 per Additional
Unit upon the closing of the over-allotment option, generating gross proceeds of
As previously reported on the Initial Form 8-K, simultaneously with the
consummation of the IPO, on March 19, 2021, the Company consummated a private
placement (the "Private Placement") of an aggregate of 4,500,000 warrants
("Private Placement Warrants") to Golden Arrow Sponsor Group, LLC (the
"Sponsor") at a price of $1.50 per Private Placement Warrant, generating gross
proceeds of $6,750,000. On May 6, 2021, simultaneously with the sale of the
Additional Units, the Company consummated the sale of an additional 500,000
Private Placement Warrants (the "Additional Private Placement") to the Sponsor
at a price of $1.50 per additional Private Placement Warrant (the "Additional
Private Placement Warrants"), generating gross proceeds of $750,000. The
Additional Private Placement Warrants are identical to the Warrants underlying
the Units except as described in the Initial Form 8-K.
A total of $37,500,000 of the net proceeds from the sale of the Additional Units
and the Additional Private Placement Warrants was placed in a trust account
established for the benefit of the Company's public stockholders (the "Trust
Account"), with Continental Stock Transfer & Trust Company acting as trustee,
bringing the aggregate proceeds held in the Trust Account to $285,000,000.
An audited balance sheet as of March 19, 2021 reflecting receipt of the net
proceeds from the IPO and the Private Placement, but not the net proceeds from
the sale of the Additional Units or the Additional Private Placement Warrants,
had been prepared by the Company and previously filed with the Initial Form 8-K.
The Company's unaudited pro forma balance sheet as of May 6, 2021 reflecting
receipt of the net proceeds from the sale of the Additional Units and the
Additional Private Placement Warrants is attached hereto as Exhibit 99.1.
On May 6, 2021, the Company issued a press release, a copy of which is attached
hereto as Exhibit 99.2, announcing that the holders of the Units may elect to
separately trade the shares of Class A Common Stock and Warrants included in the
Units commencing on May 7, 2021. Those Units that are not separated will
continue to trade on the Nasdaq Capital Market ("Nasdaq") under the ticker
symbol "GAMCU," and the shares of Class A common stock and Warrants that are
separated will trade on Nasdaq under the symbols "GAMC" and "GAMCW,"
respectively. Holders of Units will need to have their brokers contact
Continental Stock Transfer & Trust Company, the Company's transfer agent, in
order to separate the holders' Units into shares of Class A Common Stock and
On April 12, 2021, the staff of the Securities and Exchange Commission issued a
public statement entitled "Staff Statement on Accounting and Reporting
Considerations for Warrants issued by Special Purpose Acquisition Companies
("SPACs")" (the "SEC Staff Statement"). In view of the SEC Staff Statement, the
Company is currently evaluating whether the warrants should be reclassified from
equities to liabilities.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Unaudited Pro Forma Balance Sheet
99.2 Press Release, dated May 6, 2021
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