Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 1, 2023, Golden Falcon Acquisition Corp. (the "Company") issued an
unsecured promissory note (the "Note") in the principal amount of up to
$2,000,000 to Golden Falcon Sponsor Group, LLC (the "Sponsor"), which may be
drawn down from time to time prior to the Maturity Date (defined below) upon
request by the Company. The Note amended, replaced and superseded in its
entirety that certain promissory note, dated September 21, 2021, made by the
Company in favor of the Sponsor in the principal amount of up to $1,000,000 (the
"Original Note"), and, effective as of March 1, 2023, any unpaid principal
balance of the indebtedness evidenced by the Original Note has been merged into
and is thereafter evidenced by the Note. The Note does not bear interest and the
principal balance will be payable on the date on which the Company consummates
its initial business combination (such date, the "Maturity Date"). On or before
the Maturity Date, the Sponsor has the option to convert up to an aggregate of
$1,500,000 of the principal outstanding under the Note into that warrants
("Warrants"), at a conversion price of $1.00 per Warrant. The terms of the
Warrants, if any, would be identical to the terms of the private placement
warrants issued by the Company at the time of its initial public offering (the
"IPO"), as described in the prospectus for the IPO dated December 17, 2020 and
filed with the U.S. Securities and Exchange Commission, including the transfer
restrictions applicable thereto. The Note is subject to customary events of
default, the occurrence of certain of which automatically triggers the unpaid
principal balance of the Note and all other sums payable with regard to the Note
becoming immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
No. Description
10.1 Amended and Restated Promissory Note, dated May 1, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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