MNG Havayollari ve Tasimacilik A.S. executed the letter of intent to acquire Golden Falcon Acquisition Corp. (NYSE:GFX) from a group of shareholders in a reverse merger transaction on March 7, 2022. MNG Havayollari ve Tasimacilik A.S. (MNGA) entered into a definitive agreement to acquire Golden Falcon Acquisition Corp. from a group of shareholders for approximately $600 million in a reverse merger transaction on December 6, 2022. Immediately prior to the Effective Time, the GFX Class B shares will be automatically converted into Class A Common Share and the holder of such Class A Common Share shall be entitled to receive, for each Class A Common Share, one (1) Company ADS of the combined company (Merger Consideration). The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million. MNGA shareholders shall continue to retain a significant stake post deal completion. Upon closing of the proposed transaction, MNGA?s American depositary shares and American depositary warrants are expected to be listed on the New York Stock Exchange (the ?NYSE?) under the new ticker symbol ?MNGA?.

The transaction is subject to approval by stockholders of Golden Falcon and MNGA; Golden Falcon will have at least $5,000,001 of net tangible assets and $30,000,000 of cash; 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; Registration Statement will have become effective in accordance with the provisions of the Securities Act; required regulatory approvals will have been obtained; and other customary closing conditions. The proposed business combination, which has been unanimously approved by both the Board of Directors of Golden Falcon and the Board of Directors of MNGA. As of February 23, 2023, GFX and MNG announced the submission of a confidential draft Registration Statement on Form F-4 to the U.S. Securities and Exchange Commission (the ?SEC?) on February 14, 2023. The deal is expected to close in the first half of 2023. A shareholders meeting is scheduled on June 22, 2023 to approve the extension proposal by which GFX have to consummate a business combination (the ?Extension?) from June 22, 2023 to July 24, 2023. Net proceeds from the transaction shall be distributed to MNGA?s existing shareholders.

UBS Investment Bank and EarlyBirdCapital, Inc. are acting as capital markets advisors to Golden Falcon. UBS Securities LLC acted as Financial advisor to Golden Falcon. Moelis & Company is acting as financial advisor to Golden Falcon. GJason Simon and Michael Helsel of Greenberg Traurig, LLP and Herdem are acting as legal advisors to Golden Falcon. Appolonia Advisors is acting as financial advisor to MNG Airlines shareholders. Matthew Kautz and Elliott Smith of White & Case LLP and Göksu Safi Isik (GSI) are acting as legal advisors to MNG Airlines. Paul Hastings LLP is serving as legal counsel to UBS Securities LLC and Moelis & Company. Paul Hastings LLP is acting as due diligence provide to UBS. KPMG Bagimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik A.S. and Göksu Safi Isik Attorney Partnership acted as due diligence providers to MNG. Greenberg Traurig, LLP, UBS Securities LLC, Moelis & Company LLC and HERDEM Attorneys at Law acted as due diligence providers to Golden Falcon. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to GFX. Golden Falcon has engaged with a service fee of $15,000, Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. White & Case team also included Alp Basaran, Steven M. Lutt, Seth Kerschner, Victoria Rosamond, Samantha Rozell, Linda M. Sim, Cristina Brayton-Lewis, Farhad Jalinous, Keith Schomig, Orion Berg, Rebecca Farrington, Eric Grannon, F. Paul Pittman, Sang I. Ji and Derin Altan.

MNG Havayollari ve Tasimacilik A.S. cancelled the acquisition of Golden Falcon Acquisition Corp. (NYSE:GFX) from a group of shareholders in a reverse merger transaction on August 8, 2023. On August 8, 2023, parties entered into a Termination of Business Combination Agreement, pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of August 8, 2023.