GOLDEN FALCON ACQUISITION CORP. Item 1.01 Entry Into a Material Agreement
General
As previously announced, on
The Business Combination Agreement
Structure of the Proposed Transaction
(a) Prior to the Effective Time of the Merger, MNGA will effect a Pre-Closing
Reorganization (as defined below) and a Stock Split (as defined below);
(b) Immediately following the Pre-Closing Reorganization and the Stock Split
and at the Effective Time, upon the terms and subject to the conditions
of the Business Combination Agreement and in accordance with the Delaware
General Corporation Law, Merger Sub will merge with and into Golden
Falcon, with Golden Falcon continuing as the surviving company after the
Merger, as a result of which, Golden Falcon will become an indirect,
wholly-owned subsidiary of MNGA;
(c) Immediately after the Merger, Golden Falcon, HoldCo , IntermediateCo,
FinCo, and MNGA shareholders will effect certain post-merger
transactions; and
(d) At the Effective Time, each share of Class B common stock, par value
$0.0001 per share, of Golden Falcon (the "Class B Common Stock") will be
automatically converted into one share of Class A common stock, par value
$0.0001 per share, of Golden Falcon (the "Class A Common Stock") in
accordance with the terms of Golden Falcon's Certificate of Incorporation
(such automatic conversion, the "Golden Falcon Class B Conversion") and,
after giving effect to such automatic conversion at the Effective Time,
as a result of the Merger, (a) issued and outstanding shares of Class A
Common Stock will no longer be outstanding and will automatically be
converted into the right of the holder thereof to receive one MNGA ADS
(and the ordinary share of MNGA after giving effect to the Stock Split
(the "MNGA Ordinary Share") represented thereby); and (b) each
outstanding warrant to purchase one share of Class A Common Stock of
Golden Falcon at an exercise price of $11.50 per share (the "Warrant")
will automatically become an MNGA AD Warrant (and the warrant
representing the right to acquire one MNGA Ordinary Share (the "MNGA
Warrant") represented thereby) and all rights with respect to shares of
Class A Common Stock underlying the Warrants will be automatically
converted into rights to purchase MNGA ADSs (and the MNGA Ordinary Shares
represented thereby) and thereupon assumed by MNGA.
Merger Consideration
At the Effective Time, each issued and outstanding share of Class A Common Stock (other than any shares of Golden Falcon held in treasury or owned by MNGA, Merger Sub or any wholly-owned subsidiary of MNGA or
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Golden Falcon immediately prior to the Effective Time) will be converted automatically into, and the holder of such shares of Class A Common Stock will be entitled to receive, for each share of Class A Common Stock, one MNGA ADS (and the MNGA Ordinary Share represented thereby) after giving effect to the Stock Split.
Pre-closing Reorganization; Stock Split
(a) Prior to the Effective Time, MNGA will effect the Pre-Closing
Reorganization, which includes, among other things, the purchase by
IntermediateCo of a certain number of MNGA Ordinary Shares from Mapa
Insaat ve Ticaret A.S., a joint stock company organized under the laws of
Turkey and MNGA's Majority Shareholder ("Mapa"), immediately prior to the
Effective Time, pursuant to a share purchase agreement, which will allow
IntermediateCo to deposit such MNGA Ordinary Shares with the Depositary
Bank immediately prior to the Effective Time in connection with the
transactions contemplated herein;
(b) Prior to the Effective Time, MNGA will effect the stock split under which
each MNGA Ordinary Share that is issued and outstanding immediately prior
to the Effective Time will be split into a number of MNGA Ordinary Shares
determined by multiplying each such MNGA Ordinary Share by the Split
Factor (the "Stock Split"); and
(c) Prior to the Effective Time, a portion of the MNGA Ordinary Shares held
by Mapa and certain other shareholders of MNGA shall be converted to
newly-designated Class A shares of the Company, which shall be entitled
to receive dividend payments, the details of which shall be set forth in
the applicable amendment to the articles of association of MNGA.
Proxy Statement/Prospectus and Stockholder Meeting
As promptly as practicable, Golden Falcon and MNGA will jointly prepare, and
MNGA will file with the
Representations, Warranties and Covenants
The Business Combination Agreement contains customary representations, warranties and covenants of MNGA, Merger Sub and Golden Falcon relating to, among other things, their ability to enter into the Business Combination Agreement and their outstanding capitalization. The Business Combination Agreement also contains covenants by MNGA and its subsidiaries to conduct their businesses in the ordinary course and consistent with past practice during the period between the execution of the Business Combination Agreement and consummation of the Proposed Transaction and to refrain from taking certain actions specified in the Business Combination Agreement. MNGA has agreed to customary "no shop" obligations.
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Conditions to Closing
Mutual Conditions to Closing
The obligations of the respective parties to the Business Combination Agreement to effect the Merger and the other transactions will be subject to the satisfaction at or prior to the closing or waiver of the following conditions:
(a) Approval by the required stockholders of Golden Falcon and MNGA of the
Business Combination Agreement and the Proposed Transaction.
(b) Golden Falcon will have at least $5,000,001 of net tangible assets
immediately after giving effect to the redemptions of Golden Falcon
stockholders upon the closing.
(c) No provision of any Applicable Legal Requirement prohibiting, enjoining
or making illegal the consummation of the Proposed Transaction will be in
effect and no temporary, preliminary or permanent restraining order
prohibiting, enjoining or making illegal the consummation of the Proposed
Transaction will be in effect or will be threatened in writing by a
Governmental Entity.
(d) The MNGA ADSs and MNGA AD Warrants to be issued in connection with the
closing will be approved for listing upon the closing on the NYSE,
subject only to official notice of issuance thereof.
(e) The Registration Statement will have become effective in accordance with
the provisions of the Securities Act, no stop order will have been issued
by the SEC which remains in effect with respect to the Registration
Statement, and no proceeding seeking such a stop order will have been
threatened or initiated by the SEC which remains pending.
(f) The required regulatory approvals will have been obtained.
Golden Falcon Conditions to Closing
The obligations of MNGA and Merger Sub to consummate, or cause to be consummated, and effect the Merger and the Proposed Transaction will be subject to the satisfaction at or prior to the Closing or waiver of each of the following conditions:
(a) The Fundamental Representations of Golden Falcon will be true and correct
in all material respects, and all other representations and warranties of
Golden Falcon (other than the representation that there has not been a GF
Material Adverse Effect) will be true and correct, except where the
failure of such representations and warranties of Golden Falcon to be so
true and correct, individually or in the aggregate, has not had and is
not reasonably likely to have a GF Material Adverse Effect, in each case
(without giving effect to any limitation as to "materiality" or "GF
Material Adverse Effect" or any similar limitation contained in the
Business Combination Agreement) on and as of the date of the Business
Combination Agreement and on and as of the Closing Date as though made on
and as of the Closing Date (except to the extent that any such
representation and warranty expressly speaks as of an earlier date, in
which case such representation and warranty will be true and correct as
of such earlier date); and the representation that there has not been a
GF Material Adverse Effect will be true and correct as of the date of the
Business Combination Agreement.
(b) Golden Falcon will have performed or complied with all agreements and
covenants required by the Business Combination Agreement to be performed
or complied by it on or prior to the Closing Date, in each case in all
material respects.
(c) Golden Falcon will have delivered a certificate, signed by an authorized
officer of Golden Falcon and dated as of the Closing Date, certifying as
to certain matters set forth in subsections (a) and (b) above to MNGA.
(d) The Available Cash will be at least thirty million dollars ($30,000,000 ).
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(e) Golden Falcon will deliver to MNGA the Closing deliverables to be
delivered to MNGA on or prior to the Closing.
MNGA and Merger Sub Conditions to Closing
The obligations of Golden Falcon to consummate and effect the Merger and the other transactions will be subject to the satisfaction at or prior to the Closing or waiver of each of the following conditions:
(a) The Fundamental Representations of MNGA will be true and correct in all
material respects and all other representations and warranties of MNGA
set forth in the Business Combination Agreement (other than the
representation that there has not been a Company Material Adverse Effect)
will be true and correct, except where the failure of such
representations and warranties of MNGA to be so true and correct,
individually or in the aggregate, has not had and is not reasonably
likely to have a Company Material Adverse Effect, in each case (without
giving effect to any limitation as to "materiality" or "Company Material
Adverse Effect" or any similar limitation contained in the Business
Combination Agreement) on and as of the date of the Business Combination
Agreement and on as of the Closing Date as though made on and as of the
Closing Date (except to the extent that any such representation and
warranty expressly speaks as of an earlier date, in which case such
representation and warranty will be true and correct as of such earlier
date); and the representation that there has not been a Company Material
Adverse Effect will be true and correct as of the date of the Business
Combination Agreement.
(b) MNGA will have performed or complied with all agreements and covenants
required by the Business Combination Agreement to be performed or
complied by it at or prior to the Closing Date, in each case, in all
material respects.
(c) No change, event, state of facts, development or occurrence will have . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Business Combination Agreement, dated as ofDecember 6, 2022 , by and amongGolden Falcon Acquisition Corp. , MNG Havayollari ve TasimacilikA.S .,Merlin HoldCo, LLC ,Merlin IntermediateCo, LLC ,Merlin FinCo, LLC andMerlin Merger Sub, Inc. 10.1 Sponsor Support Agreement, dated as ofDecember 6, 2022 , by and amongGolden Falcon Acquisition Corp. , MNG Havayollari ve TasimacilikA.S ., and the Sponsor Parties. 99.1 Registration Rights and Lock-Up Agreement, dated as ofDecember 6, 2022 , by and among MNG Havayollari ve Tasimacilik A.S. and the stockholders ofGolden Falcon Acquisition Corp. and MNG Havayollari ve Tasimacilik A.S., parties thereto. 99.2 Shareholders Statement, dated as ofDecember 6, 2022 , by and among, MNG Havayollar? ve Ta??mac?l?k Anonim ?Shareirketi,Merlin HoldCo, LLC ,Merlin IntermediateCo, LLC ,Merlin FinCo, LLC ,Merlin Merger Sub, Inc. andGolden Falcon Acquisition Corp. , and the shareholders of MNG Havayollar? ve Ta??mac?l?k Anonim ?Shareirketi, party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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