Filed by MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 0001-39816 Date: December 7, 2022

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 7, 2022

 

 

Golden Falcon Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-39816		85-2738750
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

850 Library Avenue, Suite 204 Newark, Delaware		19711
(Address of principal executive offices)		(Zip Code)

(970) 315-2644

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant		GFX.U		The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share		GFX		The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50		GFX WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 7.01

Regulation FD Disclosure.

On December 7, 2022, Golden Falcon Acquisition Corp., a Delaware corporation (“Golden Falcon”), and MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (“MNGA”), issued a press release announcing that they have executed a business combination agreement (the “Business Combination Agreement”) by and among Golden Falcon, MNGA, Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNGA (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“FinCo”), and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into Golden Falcon (the “Merger”), 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 (the “proposed transaction”). 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”). A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

Additionally, furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Golden Falcon and MNGA have prepared for use in connection with the announcement of the proposed transaction.

Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is a communication Golden Falcon prepared for use in connection with the announcement of the proposed transaction.

Furnished as Exhibits 99.4 and 99.5 hereto and incorporated into this Item 7.01 by reference are communications MNGA prepared for use in connection with the announcement of the proposed transaction.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Golden Falcon under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Important Information About the Proposed Transaction and Where to Find It

In connection with the proposed transaction, MNGA intends to file a Registration Statement on Form F-4 (the “Form F-4”) with the U.S. Securities and Exchange Commission (“SEC”), which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of Golden Falcon’s common stock in connection with Golden Falcon’s solicitation of proxies for the vote by its stockholders with respect to the proposed transaction and other matters as may be described in the definitive proxy statement, as well as a prospectus relating to the offer and sale of the securities of MNGA to be issued in the proposed transaction. The definitive proxy statement/prospectus will be sent to all Golden Falcon stockholders as of a record date to be established for voting on the transaction. Golden Falcon also will file other documents regarding the proposed transaction with the SEC.

Before making any voting decision, investors and security holders of Golden Falcon are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Golden Falcon’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Golden Falcon, MNGA and the proposed transaction.

Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Golden Falcon through the website maintained by the SEC at www.sec.gov.

The documents filed by Golden Falcon with the SEC also may be obtained free of charge at Golden Falcon’s website at www.goldenfalconcorp.com or upon written request to: Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204, Newark, DE 19711.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This Current Report on Form 8-K and the documents incorporated by reference contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Current Report on Form 8-K and the documents incorporated by reference, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the intention to offer redemption alternatives to Golden Falcon stockholders, the anticipated growth and expansion of MNGA’s business, trends and developments in air cargo industry, MNGA’s addressable market, competitive position, potential market opportunities, expected synergies, anticipated future financial and operating performance and results and the expected management and governance of MNGA, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Golden Falcon and its management, and MNGA and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Golden Falcon’s securities; Golden Falcon’s potential failure to obtain an extension of the deadline for the proposed transaction; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the business combination agreement by the stockholders of Golden Falcon; failure to satisfy the minimum cash amount following redemptions by Golden Falcon’s public stockholders in connection with the stockholder vote to extend the business combination deadline and the stockholder vote to approve the business combination agreement and the transactions contemplated thereby; failure to receive certain governmental and regulatory approvals; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; costs related to the proposed transaction; actual or potential conflicts of interest of Golden Falcon’s management with its public stockholders; the effect of the announcement or pendency of the proposed transaction on MNGA’ business relationships, performance, and business generally; risks that the proposed transaction disrupts current plans of MNGA and potential difficulties in MNGA’s employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against MNGA or against Golden Falcon related to the merger agreement or the proposed transaction; failure to realize the anticipated benefits of the proposed transaction; the inability to meet and maintain the listing of Golden Falcon’s securities (or the securities of MNGA) on the NYSE; the risk that the price of Golden Falcon’s or MNGA’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting MNGA’s business and changes in the combined capital structure; the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; the risk that MNGA will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; negative economic conditions that could impact MNGA and the air cargo business in general; factors that affect air cargo companies generally; changes in, and MNGA’s ability to comply with, laws and government regulations, particularly, the civil aviation regulatory framework; competition in the air cargo industry; reduction in demand for MNGA’s cargo or charter operations, including as a result of reductions in

global trade growth or e-commerce activity, government reduction or limitation of operating capacity; risks associated with MNGA doing business in emerging markets; conflict and uncertainty in neighboring countries; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Golden Falcon’s Annual Report on Form 10-K which was filed by Golden Falcon on March 31, 2022 (the “2021 Form 10-K”), and subsequently filed Quarterly Reports on Form 10-Q, as such factors may be updated from time to time in Golden Falcon’s filings with the SEC, the Form F-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Golden Falcon and MNGA caution that the foregoing list of factors is not exclusive.

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Golden Falcon nor MNGA gives any assurance that either Golden Falcon or MNGA or the combined company will achieve its expected results. Neither Golden Falcon nor MNGA undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Participants in the Solicitation

MNGA and Golden Falcon and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Golden Falcon’s stockholders with the proposed transaction and the other matters set forth in the proxy statement/prospectus. Information about Golden Falcon’s directors and executive officers is set forth in Golden Falcon’s filings with the SEC, including the 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”

No Offer or Solicitation

This Current Report on Form 8-K is for information purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated December 7, 2022
99.2		Investor Presentation, dated December 2022
99.3		Golden Falcon External Communication, dated December 7, 2022
99.4		MNGA Internal Communication, dated December 7, 2022
99.5		MNGA External Communication, dated December 7, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 7, 2022

Exhibit 99.1

 

MNG Airlines, a Global Logistics Provider and e-Commerce Enabler, Signs Agreement to Go Public on the New York Stock Exchange Through a Business Combination with Golden Falcon Acquisition Corp.

 

•

MNG Airlines is a global logistics provider and e-commerce enabler, servicing over 15,000 corporate customers across 41 countries through over 3,500 flights per year

 

•

Recently announced financials for the third quarter ended 30 September 2022 reflected last twelve months (LTM) revenue grew by 39% year over year to $353 million, net income of $61 million and Adjusted EBITDA1 of $116 million (33% margin)

 

•

The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of 30 September 2022

NEW YORK, 07 December 2022 – MNG Havayollari ve Tasimacilik A.S. (“MNG Airlines,” “MNGA” or “the Company”), a global logistics provider and e-commerce enabler, has entered into a definitive agreement to become publicly traded via a business combination with Golden Falcon Acquisition Corp. (“Golden Falcon”) (NYSE: GFX), a special purpose acquisition company. The transaction is expected to close in the first half of 2023, after which MNGA will be listed on the New York Stock Exchange (the “NYSE”) under the new ticker symbol “MNGA”. As a public company, MNGA is expected to gain increased financial flexibility, and to be well positioned to unlock new growth avenues and maximize value creation.

Management Comments

Ali Sedat Özkazanc, CEO of MNGA, commented, “We see significant value creation potential from becoming a publicly listed company in the U.S., with the expectation that it will enable transformative commercial agreements, create an acquisition currency, and align management incentives with shareholders.”

Murathan Gunal, Chairman of MNGA and CEO of MAPA Group, added, “Today, MNGA is an international company with a global presence including multinational corporate clients in the U.S., Europe and Asia. In the year that we celebrate 25 years of operational excellence, listing on the NYSE feels like a natural next step in our company’s history. We’re excited about delivering on the anticipated value creation opportunity ahead.”

Makram Azar, CEO of Golden Falcon, commented, “We screened over 500 companies and conducted in-depth due diligence on many companies and our process resulted in identifying a company that offers the market a differentiated, high-quality business. We believe MNGA is an exceptional opportunity among DeSPAC business combinations, with a strong growth profile, profitability, cash flow generation, and priced at what we believe is the lowest EBITDA multiple of any business combination closed to date in 2022, which is why we believe it is such a compelling investment opportunity.”

Scott Freidheim, Chairman of Golden Falcon, added, “At our initial public offering in December 2020, we communicated to investors that we intended to bring to them an established company in the Europe, Middle East and Israel region with a compelling track record, cash flow-generation, a clear transatlantic expansion nexus, a strong growth profile, and benefitting from secular market tailwinds. We’re delighted to bring this differentiated investment opportunity to our investors as we believe MNGA meets the attributes we laid out as key business combination criteria.”

Investment Highlights

 

•

A Global Logistics Provider and E-Commerce Enabler

 

•

25 years of operating experience with flights to 41 countries on 4 continents

 

•

Sector Tailwinds Due to Increasing Demand Combined with Supply-Side Constraints

 

•

E-commerce tailwinds, an increasing focus on supply chain security, and a need for larger and more efficient dedicated freighter capacity

 

•

Global air freight has historically grown at more than 3x global GDP growth (1973-2019)2

 

1	Adjusted EBITDA is a non-IFRS measure. See the appendix at the end of the Investor Presentation for a reconciliation to the nearest IFRS measures

2	According to IATA data

 

1

 

•

Express air cargo market is forecasted to grow at 5% per year, 1.8x the rate of general cargo (2019-2041)3

 

•

Established Track Record, with Close Partnerships and Longstanding Ongoing Contracts

 

•

20+ year commercial relationships with some of the largest global logistics providers, airlines, freight forwarders and e-commerce operators, across Europe, the U.S. and Asia

 

•

Strategically Based in One of the Largest and Fastest-Growing Air Cargo Markets Globally

 

•

Air transport freight has increased in the region at ~10x the global rate, growing at a CAGR of 23% from 2009 to 2019 (vs. 2% worldwide)4

 

•

Multiple Potential Growth Levers including E-Commerce Integration, Expanded Network and Increasing Penetration in Key Markets Through Vertical Integration

 

•

MNGA e-Commerce revenue grew to $82 million in the last twelve months ended 30 September 2022, from zero in 2020

 

•

Ability to expand warehouse operations in key destinations such as the EU and the U.S.

 

•

Barriers to Entry Driven by Slots Guaranteed at Some of the Most Desirable Airports Globally

 

•

Including in the U.S., China, Germany, United Kingdom, France, the Netherlands, Spain, and Israel

 

•

Operational Excellence Evidenced by Multiple Awards from Airbus and Governmental Agencies

 

•

Consistent outperformance of global benchmarks for dispatch reliability every year over the past decade for both A300s and A330s

 

•

Approved supplier to leading authorities such as the U.N., NATO, and U.S. military and non-military organizations, accredited by IATA (International Air Transport Association) and ISO (International Organization for Standards), and multiple awards from Airbus over the past two decades

 

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Executive Team with 185+ Years’ Experience, Including 70+ Years with MNGA and 35+ Years with MAPA Group, the Long-Term Single Shareholder

Financial Highlights

For the three months ended 30 September 2022, the Company’s revenue grew by 47% year-on-year to $90 million, net income of $26 million and Adjusted EBITDA⁵ of $27 million (30% margin). Last twelve months⁶ revenue grew by 39% year-on-year to $353 million, net income of $61 million and Adjusted EBITDA of $116 million (33% margin). Adjusted EBITDA margin for the last twelve months has improved by 400 basis points as compared with 2019, and revenue has grown at a 37% compound annual growth rate during this period.

The Company’s business model has four complementary segments: Scheduled & Block Space, Charter, ACMI⁷, and Warehouse & Handling. The Company’s cost base is mostly variable, with COGS (cost of goods sold) representing 95% of its overall cost base in 2021. Company contracts have limited exposure to fuel costs, which are either 100% pass-through to the end customer (for charter flights and ACMI) or updated every two weeks (for scheduled flights). Revenues are generated in USD, EUR and GBP, collectively accounting for 98% of the total. The Company has been net income-positive for the last 10 years. The Company has net debt⁸ of $25 million as of 30 September 2022.

Transaction Overview

The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of 30 September 2022.

All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of Golden Falcon. The Company benefits from significant positive cash flow generation and a capex-light business model, being able to organically fund its growth plans. Its current business plan is fully funded regardless of transaction proceeds. Net proceeds from the transaction will therefore be distributed to the Company’s existing shareholders, who are expected to continue to retain a significant stake in the Company.

 

3	According to Airbus data

4	According to World Bank data

5	Adjusted EBITDA is a non-IFRS measure. See the appendix at the end of the Investor Presentation for a reconciliation to the nearest IFRS measures.

6	As of 30 September 2022

7	Aircraft, Crew, Maintenance and Insurance

8	Defined as the sum of short-term debt, long-term debt and leases minus cash and equivalents

 

2

 

The Golden Falcon management team screened over 500 potential targets since its IPO in December 2020. Prior to executing the Business Combination Agreement with MNGA, the Golden Falcon team conducted extensive due diligence throughout the course of the past ten months, supported by its advisor UBS Investment Bank. In order to closely align incentives with the Company and existing shareholders, the Golden Falcon team has agreed to subject over 90% of sponsor shares received as merger consideration to a vesting schedule.

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, is expected to close in the first half of 2023, subject to approval by Golden Falcon’s stockholders and other customary closing conditions.

Subject to agreement on terms that are satisfactory to the Company and Golden Falcon, in order to provide certain redemption alternatives in connection with Golden Falcon’s stockholder vote to approve the business combination, the Company and Golden Falcon intend to make available to Golden Falcon stockholders some or all of the following options: (i) continue to hold their shares of Golden Falcon Class A Common Stock (“Common Stock”), (ii) elect to redeem their shares of Common Stock in accordance with the Golden Falcon Certificate of Incorporation or (iii) convert their shares of Common Stock into a newly issued security to be comprised of a combination of shares of Common Stock and convertible notes. The Company and Golden Falcon intend for the newly issued security referred to in (iii) above to entitle such Golden Falcon stockholder to receive a portion of the value of its shares in the form of shares of Common Stock and a portion in the form of registered convertible notes, with both a cash coupon, a conversion premium, and other material terms that are expected to be mutually agreed by the Company and Golden Falcon.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Golden Falcon with the Securities and Exchange Commission (“SEC”) and will be available on the Golden Falcon website at www.goldenfalconcorp.com, MNG Airlines website at www.mngairlines.com, and at www.sec.gov.

Advisors

UBS Investment Bank and EarlyBirdCapital, Inc. are acting as capital markets advisors to Golden Falcon. Moelis & Company is acting as financial advisor to Golden Falcon. Greenberg Traurig, LLP and Herdem are acting as legal advisors to Golden Falcon. Appolonia Advisors is acting as financial advisor to MNG Airlines shareholders. White & Case LLP and Göksu Safi Işık (GSI) are acting as legal advisors to MNG Airlines. Paul Hastings LLP is serving as legal counsel to UBS Investment Bank and Moelis & Company.

About MNG Airlines

MNG Airlines is a global logistics provider. The company started operations in 1996, having conducted its first transatlantic flight in 1998, and now services over 15,000 corporate customers across 41 countries through over 3,500 flights per year. MNG Airlines offers charter services with customized plane and capacity options in addition to scheduled flights and aircraft, maintenance, crew and insurance (ACMI) services. MNG Airlines also has a fully equipped and EU standards-compliant warehouse since 2000.

About Golden Falcon Acquisition Corp.

Golden Falcon Acquisition Corp. (Golden Falcon) is a New York Stock Exchange-listed special purpose acquisition company.

Golden Falcon management’s combined experience includes over 100 years of investment banking, private equity and executive management experience and over 230 transactions with an aggregate value of over $450 billion globally. Golden Falcon brings a transatlantic network of relationships with entrepreneurs, family-owned businesses, large corporations, sovereign wealth funds, private equity, venture capital and asset management firms to help finance, support and grow its business combination partner.

In addition, Golden Falcon’s board members and strategic advisory group bring extensive expertise in operating, financing, and investing in leading companies. They have held leadership positions with multinational corporations, where they established a proven track record of creating shareholder value, organically as well as through strategic transactions.

 

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Important Information About the Proposed Transaction and Where to Find It

This press release relates to a proposed transaction between MNGA and Golden Falcon pursuant to a business combination agreement, dated as of December 06, 2022, by and among MNGA, Golden Falcon, Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNGA (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (the “proposed transaction”). In connection with the proposed transaction, MNGA intends to file a registration statement on Form F-4 (the “Form F-4”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of Golden Falcon’s common stock in connection with Golden Falcon’s solicitation of proxies for the vote by its stockholders with respect to the proposed transaction and other matters as may be described in the definitive proxy statement, as well as a prospectus relating to the offer and sale of the securities of MNGA to be issued in the proposed transaction. The definitive proxy statement/prospectus will be sent to all Golden Falcon stockholders as of a record date to be established for voting on the transaction. Golden Falcon also will file other documents regarding the proposed transaction with the SEC.

Before making any voting decision, investors and security holders of Golden Falcon are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Golden Falcon’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Golden Falcon, MNGA and the proposed transaction.

Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by MNGA and Golden Falcon through the website maintained by the SEC at www.sec.gov. The documents filed by MNGA and Golden Falcon with the SEC also may be obtained free of charge at Golden Falcon’s website at www. goldenfalconcorp.com or upon written request to: Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204, Newark, DE 19711.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the intention to offer redemption alternatives to Golden Falcon stockholders, the anticipated growth and expansion of MNGA’s business, trends and developments in air cargo industry, MNGA’s addressable market, competitive position, potential market opportunities, expected synergies and anticipated future financial and operating performance and results and the expected management and governance of MNGA, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Golden Falcon and its management, and MNGA and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Golden Falcon’s securities; Golden Falcon’s potential failure to obtain an extension of the deadline for the proposed transaction; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the business combination agreement by the stockholders of Golden Falcon; failure to satisfy the minimum cash amount following redemptions by Golden Falcon’s public stockholders in connection with the stockholder vote to extend the business combination deadline and the stockholder vote to approve the business combination agreement and the transactions contemplated thereby; failure to receive certain governmental and regulatory approvals; the lack

 

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of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; costs related to the proposed transaction; actual or potential conflicts of interest of Golden Falcon’s management with its public stockholders; the effect of the announcement or pendency of the proposed transaction on MNGA’s business relationships, performance, and business generally; risks that the proposed transaction disrupts current plans of MNGA and potential difficulties in MNGA’s employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against MNGA or against Golden Falcon related to the merger agreement or the proposed transaction; failure to realize the anticipated benefits of the proposed transaction; the inability to meet and maintain the listing of Golden Falcon’s securities (or the securities of MNGA) on the NYSE; the risk that the price of Golden Falcon’s or MNGA’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting MNGA’s business and changes in the combined capital structure; the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; the risk that MNGA will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; negative economic conditions that could impact MNGA and the air cargo business in general; factors that affect air cargo companies generally; changes in, and MNGA’s ability to comply with, laws and government regulations, particularly, the civil aviation regulatory framework; competition in the air cargo industry; reduction in demand for MNGA’s cargo or charter operations, including as a result of reductions in global trade growth or e-commerce activity, government reduction or limitation of operating capacity; risks associated with MNGA doing business in emerging markets; conflict and uncertainty in neighbouring countries; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Golden Falcon’s Annual Report on Form 10-K which was filed by Golden Falcon on March 31, 2022 (the “2021 Form 10-K”) and subsequently filed Quarterly Reports on Form 10-Q, as such factors may be updated from time to time in Golden Falcon’s filings with the SEC, the Form F-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Golden Falcon and MNGA caution that the foregoing list of factors is not exclusive.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Golden Falcon nor MNGA gives any assurance that either Golden Falcon or MNGA or the combined company will achieve its expected results. Neither Golden Falcon nor MNGA undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Participants in the Solicitation

MNGA and Golden Falcon and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Golden Falcon’s stockholders with the proposed transaction and the other matters set forth in the proxy statement/prospectus. Information about Golden Falcon’s directors and executive officers is set forth in Golden Falcon’s filings with the SEC, including the 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”

No Offer or Solicitation

This press release is for information purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. 

 

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Contacts

For Golden Falcon Media Inquiries

Salamander Davoudi, Tancredi Intelligent Communication, fullcirclecapital@tancredigroup.com

For MNGA Media Inquiries

Ipek Akyildiz, Corporate Communications Manager, ipek.akyildiz@mngairlines.com

Michael Bowen, Managing Director, ICR Inc, MNGAirlines@icrinc.com

 

6

Exhibit 99.3

 

Golden Falcon Acquisition Corp.

December 07, 2022

Dear All,

We are pleased to let you know that today we announced that MNG Havayollari ve Tasimacilik A.S. (“MNG Airlines,” “MNGA” or “the Company”), a global logistics provider and e-commerce enabler, has entered into a definitive agreement to become publicly traded via a business combination with Golden Falcon Acquisition Corp. (“Golden Falcon”). The transaction is expected to have a pro-forma enterprise value of $676 million, assuming gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of 30 September 2022.

Throughout 2021 and 2022, we have vetted over 500 companies as potential combination partners. We have conducted in-depth due diligence on a number of them and were well positioned to combine with some of those other companies. That being said, as we stressed to you at our IPO, we were focused on combining with a company that we believed would be an attractive investment in both the short-term and long-term. Specifically, we said we were focused on combining with a company that had a set of specific attributes. As you can see, we believe MNG Airlines as an investment opportunity reflects the attributes we sought to achieve:

 

•

Established company with a track record: MNGA has 25 years of operating experience servicing over 15,000 corporate customers across 41 countries on 4 continents

 

•

In the Europe, Middle East, and Israel region: MNGA is strategically located at the heart of the modern Silk Road, and in one of the largest and fastest-growing air cargo markets globally

 

•

Secular market tailwinds: increasing demand for express air cargo coupled with historical air freight growth at a 3x multiple of global GDP growth (1973-2019, according to IATA data); supply-side constraints on meeting global need for dedicated freighter capacity

 

•

Strong growth profile: for the last twelve-month period ending 30 September 2022, MNGA’s revenue grew by 39% year-on-year to $353 million. MNGA e-Commerce revenue grew to $82 million in the last twelve months ended 30 September 2022, from zero in 2020

 

•

Cash flow generation: MNGA has been net-income positive for the last 10 years, and for the last twelve-month period ending 30 September 2022, MNGA delivered net income of $61 million, and adjusted EBITDA of $116 million (33% margin)

 

•

Clear transatlantic nexus: MNGA has recently started flying to both New York and Toronto, and has identified multiple growth levers in North America, namely through potential long-term capacity agreements with leading logistics players and/or potential complementary acquisitions

 

•

Committed shareholders: MAPA Group has been a supportive shareholder of MNGA since inception, and is expected to continue to retain a significant stake in the Company

MNG Airlines is a global logistics provider and e-commerce enabler, servicing over 15,000 customers across 41 countries through over 3,500 flights per year. The Company’s business model has four complementary segments: Scheduled & Block Space, Charter, aircraft, maintenance, crew and insurance (ACMI), and Warehouse & Handling. The Company’s cost base is mostly variable, with cost of goods sold representing 95% of its overall cost base in 2021. Company contracts have limited exposure to fuel costs, which are either 100% pass-through to the end customer (for charter flights and ACMI) or updated every two weeks (for scheduled flights). Revenues are generated in USD, EUR and GBP, collectively accounting for 98% of the total. The Company has been net income-positive for the last 10 years.

We believe the Company is well positioned for future growth as it sits on top of attractive secular trends. E-commerce tailwinds, an increasing focus on supply chain security, and a need for larger and more efficient dedicated freighter capacity are driving air freight demand. Global air freight has historically grown at more than 3x global GDP growth (1973-2019). More specifically, express air cargo market is forecasted to grow at 5% per year, 1.8x the rate of general cargo (2019-2041, according to Airbus data). Additionally, MNGA is strategically based in one of the largest and fastest-growing air cargo markets globally; air transport freight has increased in the region at ~10x the global rate, growing at a CAGR of 23% from 2009 to 2019 (vs. 2% worldwide), according to World Bank data.

 

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We’ve been engaged with the Company for ten months and are pleased that financial success has continued, most recently in the third quarter of 2022. For the three months ended 30 September 2022, the Company’s revenue grew by 47% year-on-year to $90 million, net income of $26 million and adjusted EBITDA of $27 million (30% margin). Last twelve months revenue grew by 39% year-on-year to $353 million, net income of $61 million and adjusted EBITDA of $116 million (33% margin). Revenue has grown at a 37% compound annual growth rate between 2019 and the twelve-month period ended 30 September 2022 during this period.

As you may know, we filed a definitive proxy statement with the Securities and Exchange Commission on November 21, 2022, to seek our stockholders’ approval to extend our business combination deadline, and the special meeting of stockholders will be held on December 16, 2022. We urge you to read the definitive proxy statement carefully and vote in favor of the extension. Additionally, we believe that MNGA is a compelling investment opportunity. Notwithstanding the Company’s 30%+ revenue growth rate and 30%+ EBITDA margin on a scale business with $100m+ EBITDA in the last twelve-month period ending 30 September 2022, we’ve secured a valuation that we believe is the lowest multiple of EBITDA of closed DeSPAC business combinations to date in 2022, and offers a compelling value proposition even in the context of the close to 7,000 publicly listed companies in the U.S. We therefore hope that, subject to your diligence, you will not redeem your shares in connection with the stockholder vote and that you will be a continuing stockholder of GFX and MNGA should the business combination close as expected in the first half of 2023. In light of the fact that we expect there will be another opportunity to redeem by June 2023, we urge you not to redeem until you have reviewed the merits of the proposed transaction. We’re excited about bringing the proposed business combination with MNGA to you and we hope that you will share our enthusiasm.

For your convenience, please see below links containing additional information:

 

•

Press release

 

•

Investor presentation

 

•

GFX website

Yours sincerely,

 

Makram Azar

CEO of Golden Falcon Acquisition Corp.

 

Scott Freidheim

Charmain of Golden Falcon Acquisition Corp.

 

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Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Golden Falcon with the Securities and Exchange Commission (“SEC”) and will be available on the Golden Falcon website at www. goldenfalconcorp.com, MNG Airlines website at www.mngairlines.com and at www.sec.gov.

Advisors

UBS Investment Bank and EarlyBirdCapital, Inc. are acting as capital markets advisors to Golden Falcon. Moelis & Company is acting as financial advisor to Golden Falcon. Appolonia Advisors is acting as financial advisor to MNG Airlines shareholders. Greenberg Traurig, LLP and Herdem are acting as legal advisors to Golden Falcon. White & Case LLP and Göksu Safi Işık (GSI) are acting as legal advisors to MNG Airlines. Paul Hastings LLP is serving as legal counsel to UBS Investment Bank and Moelis & Company.

About MNG Airlines

MNG Airlines is a global logistics provider. The company started operations in 1996, having conducted its first transatlantic flight in 1998, and now services over 15,000 corporate customers across 41 countries through over 3,500 flights per year. MNG Airlines offers charter services with customized plane and capacity options in addition to scheduled flights and aircraft, maintenance, crew and insurance (ACMI) services. MNG Airlines also has a fully equipped and EU standards-compliant warehouse since 2000.

About Golden Falcon Acquisition Corp.

Golden Falcon Acquisition Corp. (Golden Falcon) is a New York Stock Exchange-listed special purpose acquisition company.

Golden Falcon management’s combined experience includes over 100 years of investment banking, private equity and executive management experience and over 230 transactions with an aggregate value of over $450 billion. Golden Falcon brings a transatlantic network of relationships with entrepreneurs, family-owned businesses, large corporations, sovereign wealth funds, private equity, venture capital and asset management firms to help finance, support and grow its business combination partner.

In addition, Golden Falcon’s board members and strategic advisory group bring extensive expertise in operating, financing, and investing in leading companies. They have held leadership positions with multinational corporations, where they established a proven track record of creating shareholder value, organically as well as through strategic transactions.

Important Information About the Proposed Transaction and Where to Find It

This communication relates to a proposed transaction between MNGA and Golden Falcon pursuant to a business combination agreement, dated as of December 06, 2022, by and among MNGA, Golden Falcon, Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNGA (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“FinCo”) and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (“Merger Sub”) (the “proposed transaction”). In connection with the proposed transaction, MNGA intends to file a registration statement on Form F-4 (the “Form F-4”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of Golden Falcon’s common stock in connection with Golden Falcon’s solicitation of proxies for the vote by its stockholders with respect to the proposed transaction and other matters as may be described in the definitive proxy statement, as well as a prospectus relating to the offer and sale of the securities of MNGA to be issued in the proposed transaction. The definitive proxy statement/prospectus will be sent to all Golden Falcon stockholders as of a record date to be established for voting on the transaction. Golden Falcon also will file other documents regarding the proposed transaction with the SEC.

Before making any voting decision, investors and security holders of Golden Falcon are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Golden Falcon’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Golden Falcon, MNGA and the proposed transaction.

 

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Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by MNGA and Golden Falcon through the website maintained by the SEC at www.sec.gov.

The documents filed by MNGA and Golden Falcon with the SEC also may be obtained free of charge at Golden Falcon’s website at www. goldenfalconcorp.com or upon written request to: Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204, Newark, DE 19711.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This communication contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this communication, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the intention to offer redemption alternatives to Golden Falcon stockholders, the anticipated growth and expansion of MNGA’s business, trends and developments in air cargo industry, MNGA’s addressable market, competitive position, potential market opportunities expected synergies, anticipated future financial and operating performance and results and the expected management and governance of MNGA , are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Golden Falcon and its management, and MNGA and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Golden Falcon’s securities; Golden Falcon’s potential failure to obtain an extension of the deadline for the proposed transaction; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the business combination agreement by the stockholders of Golden Falcon; failure to satisfy the minimum cash amount following redemptions by Golden Falcon’s public stockholders in connection with the stockholder vote to extend the business combination deadline and the stockholder vote to approve the business combination agreement and the transactions contemplated thereby; failure to receive certain governmental and regulatory approvals; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; costs related to the proposed transaction; actual or potential conflicts of interest of Golden Falcon’s management with its public stockholders; the effect of the announcement or pendency of the proposed transaction on MNGA’ business relationships, performance, and business generally; risks that the proposed transaction disrupts current plans of MNGA and potential difficulties in MNGA’s employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against MNGA or against Golden Falcon related to the merger agreement or the proposed transaction; failure to realize the anticipated benefits of the proposed transaction; the inability to meet and maintain the listing of Golden Falcon’s securities (or the securities of MNGA) on the NYSE; the risk that the price of Golden Falcon’s or MNGA’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting MNGA’s business and changes in the combined capital structure; the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; the risk that MNGA will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; negative economic conditions that could impact MNGA and the air cargo business in general; factors that affect air cargo companies generally; changes in, and MNGA’s ability to comply with, laws and government regulations, particularly, the civil aviation regulatory framework; competition in the air cargo industry; reduction in demand for MNGA’s cargo or charter operations, including as a result of reductions in global trade growth or e-commerce activity, government reduction or limitation of operating capacity; risks associated with MNGA doing

 

4

business in emerging markets; conflict and uncertainty in neighboring countries; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Golden Falcon’s 2021 Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, as such factors may be updated from time to time in Golden Falcon’s filings with the SEC, the registration statement on Form F-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Golden Falcon and MNGA caution that the foregoing list of factors is not exclusive.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Golden Falcon nor MNGA gives any assurance that either Golden Falcon or MNGA or the combined company will achieve its expected results. Neither Golden Falcon nor MNGA undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Participants in the Solicitation

MNGA and Golden Falcon and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Golden Falcon’s stockholders with the proposed transaction and the other matters set forth in the proxy statement/prospectus. Information about Golden Falcon’s directors and executive officers is set forth in Golden Falcon’s filings with the SEC, including the 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”

No Offer or Solicitation

This communication is for information purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. 

Contacts

For Golden Falcon Media Inquiries

Salamander Davoudi, Tancredi Intelligent Communication, fullcirclecapital@tancredigroup.com

For MNGA Media Inquiries

Ipek Akyildiz, Corporate Communications Manager, ipek.akyildiz@mngairlines.com

Michael Bowen, Managing Director, ICR Inc, MNGAirlines@icrinc.com

 

5

Exhibit 99.4

My Dear Colleagues,

I would like to share an exciting development with you that concerns our company.

As Turkey’s first private air cargo company, we have long been ground breakers in Turkish civil aviation, and we have worked to add value to our country’s economy. Today, I am excited to share that we are now on track to achieve a new milestone.

Today, we entered into a definitive agreement to become publicly traded in the U.S. via a business combination with Golden Falcon Acquisition Corp. (“Golden Falcon”). As MNG Airlines, we will be the third Turkish company to be listed on the New York Stock Exchange. We expect to close the business combination in the first half of 2023 and trade on the NYSE under the ticker symbol “MNGA”.

There are a few points I would like you to pay attention about this process. We are not yet a public company. As we work to complete this transaction, it’s crucial that no team member speaks about it on behalf of the company to media, vendors, partners, organizations, or, even, individuals (including customers, colleagues, family, and friends). Please refrain from discussing any and all details related to Golden Falcon, our financial performance, or the deal announcement. This silence also applies to social media.

Additionally, all company communications must remain internal and are not to be shared with anyone outside of the company. If you are contacted by media, industry analysts, or investors regarding this transaction, please direct them to reach out via email to media@mngairlines.com and their request will be routed to the appropriate individuals.

Undoubtedly, an announcement like this will spark many questions. I strongly encourage you to take time to read the “Frequently Asked Questions” that we will provide and the press release that will be distributed which you can find on our website.

I would like to thank you, my loyal teammates, who contributed to this success, and I wish all of us good luck on this ambitious journey we have embarked on.

Respects,

Ali Sedat Özkazanc

CEO of MNG Airlines

Exhibit 99.5

Partner & Customers Memo

 

When: December 7, 2022

From: Ali Sedat Özkazanc

To: Key Partners & Customers

Subject: MNG Airlines is Going Public!

Dear Valued Partner,

I am pleased to share with you some exciting news about our company. Today we announced that MNG Airlines has entered into a definitive agreement to become a publicly traded company in the U.S. via a business combination with Golden Falcon Acquisition Corp. (“Golden Falcon”) (NYSE: GFX), a special purpose acquisition company. The transaction is expected to close in the first half of 2023 subject to the satisfaction or waiver of customary closing conditions. Once public in the U.S., we expect MNG Airlines to be listed on the New York Stock Exchange (the “NYSE”) under the new ticker symbol “MNGA”. As a public company, we anticipate gaining increased financial flexibility, and being even more strongly positioned to unlock new growth avenues and maximizing value creation. Ultimately, we look forward to deploying our increased capital to become even stronger partners to you.

The full press release announcing the transaction is included below and can also be seen on our website.

While our company’s ownership structure will change upon the closing of the transaction, please know there will be no changes to our management team or how we do business. The company will continue to operate as “MNG Airlines” under my direction as Chief Executive Officer, with the support of our experienced management team.

As we enter this exciting new phase of our growth, we are focused on continuing to provide you with the same great service and experience we’ve delivered since founding MNG Airlines 25 years ago. None of this would have been possible without the support of our loyal partners and customers and the hard work and dedication of our world-class employees.

Thank you for being a part of our growth story. We look forward to sharing this exciting new chapter with you. Please don’t hesitate to reach out with any questions.

Sincerely,

Ali Sedat Özkazanc

CEO of MNG Airlines

Press Release

MNG Airlines, a Global Logistics Provider and e-Commerce Enabler, Signs Agreement to Go Public on the New York Stock Exchange Through a Business Combination with Golden Falcon Acquisition Corp.

 

•

MNG Airlines is a global logistics provider and e-commerce enabler, servicing over 15,000 corporate customers across 41 countries through over 3,500 flights per year

 

•

Recently announced financials for the third quarter ended 30 September 2022 reflected last twelve months (LTM) revenue grew by 39% year over year to $353 million, net income of $61 million and Adjusted EBITDA1 of $116 million (33% margin)

 

1	Adjusted EBITDA is a non-IFRS measure. See the appendix at the end of the Investor Presentation for a reconciliation to the nearest IFRS measures

•

The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of 30 September 2022

NEW YORK, 07 December 2022 – MNG Havayollari ve Tasimacilik A.S. (“MNG Airlines,” “MNGA” or “the Company”), a global logistics provider and e-commerce enabler, has entered into a definitive agreement to become publicly traded via a business combination with Golden Falcon Acquisition Corp. (“Golden Falcon”) (NYSE: GFX), a special purpose acquisition company. The transaction is expected to close in the first half of 2023, after which MNGA will be listed on the New York Stock Exchange (the “NYSE”) under the new ticker symbol “MNGA”. As a public company, MNGA is expected to gain increased financial flexibility, and to be well positioned to unlock new growth avenues and maximize value creation.

Management Comments

Ali Sedat Özkazanc, CEO of MNGA, commented, “We see significant value creation potential from becoming a publicly listed company in the U.S., with the expectation that it will enable transformative commercial agreements, create an acquisition currency, and align management incentives with shareholders.”

Murathan Gunal, Chairman of MNGA and CEO of MAPA Group, added, “Today, MNGA is an international company with a global presence including multinational corporate clients in the U.S., Europe and Asia. In the year that we celebrate 25 years of operational excellence, listing on the NYSE feels like a natural next step in our company’s history. We’re excited about delivering on the anticipated value creation opportunity ahead.”

Makram Azar, CEO of Golden Falcon, commented, “We screened over 500 companies and conducted in-depth due diligence on many companies and our process resulted in identifying a company that offers the market a differentiated, high-quality business. We believe MNGA is an exceptional opportunity among DeSPAC business combinations, with a strong growth profile, profitability, cash flow generation, and priced at what we believe is the lowest EBITDA multiple of any business combination closed to date in 2022, which is why we believe it is such a compelling investment opportunity.”

Scott Freidheim, Chairman of Golden Falcon, added, “At our initial public offering in December 2020, we communicated to investors that we intended to bring to them an established company in the Europe, Middle East and Israel region with a compelling track record, cash flow-generation, a clear transatlantic expansion nexus, a strong growth profile, and benefitting from secular market tailwinds. We’re delighted to bring this differentiated investment opportunity to our investors as we believe MNGA meets the attributes we laid out as key business combination criteria.”

Investment Highlights

 

•

A Global Logistics Provider and E-Commerce Enabler

 

•

25 years of operating experience with flights to 41 countries on 4 continents

 

•

Sector Tailwinds Due to Increasing Demand Combined with Supply-Side Constraints

 

•

E-commerce tailwinds, an increasing focus on supply chain security, and a need for larger and more efficient dedicated freighter capacity

 

•

Global air freight has historically grown at more than 3x global GDP growth (1973-2019)2

 

•

Express air cargo market is forecasted to grow at 5% per year, 1.8x the rate of general cargo (2019-2041)3

 

•

Established Track Record, with Close Partnerships and Longstanding Ongoing Contracts

 

•

20+ year commercial relationships with some of the largest global logistics providers, airlines, freight forwarders and e-commerce operators, across Europe, the U.S. and Asia

 

•

Strategically Based in One of the Largest and Fastest-Growing Air Cargo Markets Globally

 

•

Air transport freight has increased in the region at ~10x the global rate, growing at a CAGR of 23% from 2009 to 2019 (vs. 2% worldwide)4

 

•

Multiple Potential Growth Levers including E-Commerce Integration, Expanded Network and Increasing Penetration in Key Markets Through Vertical Integration

 

2	According to IATA data

3	According to Airbus data

4	According to World Bank data

•

MNGA e-Commerce revenue grew to $82 million in the last twelve months ended 30 September 2022, from zero in 2020

 

•

Ability to expand warehouse operations in key destinations such as the EU and the U.S.

 

•

Barriers to Entry Driven by Slots Guaranteed at Some of the Most Desirable Airports Globally

 

•

Including in the U.S., China, Germany, United Kingdom, France, the Netherlands, Spain, and Israel

 

•

Operational Excellence Evidenced by Multiple Awards from Airbus and Governmental Agencies

 

•

Consistent outperformance of global benchmarks for dispatch reliability every year over the past decade for both A300s and A330s

 

•

Approved supplier to leading authorities such as the U.N., NATO, and U.S. military and non-military organizations, accredited by IATA (International Air Transport Association) and ISO (International Organization for Standards), and multiple awards from Airbus over the past two decades

 

•

Executive Team with 185+ Years’ Experience, Including 70+ Years with MNGA and 35+ Years with MAPA Group, the Long-Term Single Shareholder

Financial Highlights

For the three months ended 30 September 2022, the Company’s revenue grew by 47% year-on-year to $90 million, net income of $26 million and Adjusted EBITDA⁵ of $27 million (30% margin). Last twelve months⁶ revenue grew by 39% year-on-year to $353 million, net income of $61 million and Adjusted EBITDA of $116 million (33% margin). Adjusted EBITDA margin for the last twelve months has improved by 400 basis points as compared with 2019, and revenue has grown at a 37% compound annual growth rate during this period.

The Company’s business model has four complementary segments: Scheduled & Block Space, Charter, ACMI⁷, and Warehouse & Handling. The Company’s cost base is mostly variable, with COGS (cost of goods sold) representing 95% of its overall cost base in 2021. Company contracts have limited exposure to fuel costs, which are either 100% pass-through to the end customer (for charter flights and ACMI) or updated every two weeks (for scheduled flights). Revenues are generated in USD, EUR and GBP, collectively accounting for 98% of the total. The Company has been net income-positive for the last 10 years. The Company has net debt⁸ of $25 million as of 30 September 2022.

Transaction Overview

The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of 30 September 2022.

All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of Golden Falcon. The Company benefits from significant positive cash flow generation and a capex-light business model, being able to organically fund its growth plans. Its current business plan is fully funded regardless of transaction proceeds. Net proceeds from the transaction will therefore be distributed to the Company’s existing shareholders, who are expected to continue to retain a significant stake in the Company.

The Golden Falcon management team screened over 500 potential targets since its IPO in December 2020. Prior to executing the Business Combination Agreement with MNGA, the Golden Falcon team conducted extensive due diligence throughout the course of the past ten months, supported by its advisor UBS Investment Bank. In order to closely align incentives with the Company and existing shareholders, the Golden Falcon team has agreed to subject over 90% of sponsor shares received as merger consideration to a vesting schedule.

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, is expected to close in the first half of 2023, subject to approval by Golden Falcon’s stockholders and other customary closing conditions.

 

5	Adjusted EBITDA is a non-IFRS measure. See the appendix at the end of the Investor Presentation for a reconciliation to the nearest IFRS measures.

6	As of 30 September 2022

7	Aircraft, Crew, Maintenance and Insurance

8	Defined as the sum of short-term debt, long-term debt and leases minus cash and equivalents

Subject to agreement on terms that are satisfactory to the Company and Golden Falcon, in order to provide certain redemption alternatives in connection with Golden Falcon’s stockholder vote to approve the business combination,

the Company and Golden Falcon intend to make available to Golden Falcon stockholders some or all of the following options: (i) continue to hold their shares of Golden Falcon Class A Common Stock (“Common Stock”), (ii) elect to redeem their shares of Common Stock in accordance with the Golden Falcon Certificate of Incorporation or (iii) convert their shares of Common Stock into a newly issued security to be comprised of a combination of shares of Common Stock and convertible notes. The Company and Golden Falcon intend for the newly issued security referred to in (iii) above to entitle such Golden Falcon stockholder to receive a portion of the value of its shares in the form of shares of Common Stock and a portion in the form of registered convertible notes, with both a cash coupon, a conversion premium, and other material terms that are expected to be mutually agreed by the Company and Golden Falcon.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Golden Falcon with the Securities and Exchange Commission (“SEC”) and will be available on the Golden Falcon website at www.goldenfalconcorp.com, MNG Airlines website at www.mngairlines.com, and at www.sec.gov.

Advisors

UBS Investment Bank and EarlyBirdCapital, Inc. are acting as capital markets advisors to Golden Falcon. Moelis & Company is acting as financial advisor to Golden Falcon. Greenberg Traurig, LLP and Herdem are acting as legal advisors to Golden Falcon. Appolonia Advisors is acting as financial advisor to MNG Airlines shareholders. White & Case LLP and Göksu Safi Işık (GSI) are acting as legal advisors to MNG Airlines. Paul Hastings LLP is serving as legal counsel to UBS Investment Bank and Moelis & Company.

About MNG Airlines

MNG Airlines is a global logistics provider. The company started operations in 1996, having conducted its first transatlantic flight in 1998, and now services over 15,000 corporate customers across 41 countries through over 3,500 flights per year. MNG Airlines offers charter services with customized plane and capacity options in addition to scheduled flights and aircraft, maintenance, crew and insurance (ACMI) services. MNG Airlines also has a fully equipped and EU standards-compliant warehouse since 2000.

About Golden Falcon Acquisition Corp.

Golden Falcon Acquisition Corp. (Golden Falcon) is a New York Stock Exchange-listed special purpose acquisition company.

Golden Falcon management’s combined experience includes over 100 years of investment banking, private equity and executive management experience and over 230 transactions with an aggregate value of over $450 billion globally. Golden Falcon brings a transatlantic network of relationships with entrepreneurs, family-owned businesses, large corporations, sovereign wealth funds, private equity, venture capital and asset management firms to help finance, support and grow its business combination partner.

In addition, Golden Falcon’s board members and strategic advisory group bring extensive expertise in operating, financing, and investing in leading companies. They have held leadership positions with multinational corporations, where they established a proven track record of creating shareholder value, organically as well as through strategic transactions.

Important Information About the Proposed Transaction and Where to Find It

This press release relates to a proposed transaction between MNGA and Golden Falcon pursuant to a business combination agreement, dated as of December 06, 2022, by and among MNGA, Golden Falcon, Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNGA (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (the “proposed transaction”). In connection with the proposed transaction, MNGA intends to file a registration statement on Form F-4 (the “Form F-4”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of Golden Falcon’s common stock in connection with Golden Falcon’s solicitation of proxies for the vote by its stockholders with respect to the proposed transaction and other matters as may be described in the definitive proxy statement, as well as a prospectus relating to the offer and sale of the securities of MNGA to be issued in the proposed transaction. The definitive proxy statement/prospectus will be sent to all Golden Falcon stockholders as of a record date to be established for voting on the transaction. Golden Falcon also will file other documents regarding the proposed transaction with the SEC.

Before making any voting decision, investors and security holders of Golden Falcon are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Golden Falcon’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Golden Falcon, MNGA and the proposed transaction.

Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by MNGA and Golden Falcon through the website maintained by the SEC at www.sec.gov. The documents filed by MNGA and Golden Falcon with the SEC also may be obtained free of charge at Golden Falcon’s website at www. goldenfalconcorp.com or upon written request to: Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204, Newark, DE 19711.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the intention to offer redemption alternatives to Golden Falcon stockholders, the anticipated growth and expansion of MNGA’s business, trends and developments in air cargo industry, MNGA’s addressable market, competitive position, potential market opportunities, expected synergies and anticipated future financial and operating performance and results and the expected management and governance of MNGA, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Golden Falcon and its management, and MNGA and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Golden Falcon’s securities; Golden Falcon’s potential failure to obtain an extension of the deadline for the proposed transaction; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the business combination agreement by the stockholders of Golden Falcon; failure to satisfy the minimum cash amount following redemptions by Golden Falcon’s public stockholders in connection with the stockholder vote to extend the business combination deadline and the stockholder vote to approve the business combination agreement and the transactions contemplated thereby; failure to receive certain governmental and regulatory approvals; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; costs related to the proposed transaction; actual or potential conflicts of interest of Golden Falcon’s management with its public stockholders; the effect of the announcement or pendency of the proposed transaction on MNGA’s business relationships, performance, and business generally; risks that the proposed transaction disrupts current plans of MNGA and potential difficulties in MNGA’s employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against MNGA or against Golden Falcon related to the merger agreement or the proposed transaction; failure to realize the anticipated benefits of the proposed transaction; the inability to meet and maintain the listing of Golden Falcon’s securities (or the securities of MNGA) on the NYSE; the risk that the price of Golden Falcon’s or MNGA’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting MNGA’s business and changes in the combined capital structure; the inability to implement business plans, forecasts, and other expectations after the completion of the

proposed transaction, and identify and realize additional opportunities; the risk that MNGA will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; negative economic conditions that could impact MNGA and the air cargo business in general; factors that affect air cargo companies generally; changes in, and MNGA’s ability to comply with, laws and government regulations, particularly, the civil aviation regulatory framework; competition in the air cargo industry; reduction in demand for MNGA’s cargo or charter operations, including as a result of reductions in global trade growth or e-commerce activity, government reduction or limitation of operating capacity; risks associated with MNGA doing business in emerging markets; conflict and uncertainty in neighbouring countries; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Golden Falcon’s Annual Report on Form 10-K which was filed by Golden Falcon on March 31, 2022 (the “2021 Form 10-K”) and subsequently filed Quarterly Reports on Form 10-Q, as such factors may be updated from time to time in Golden Falcon’s filings with the SEC, the Form F-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Golden Falcon and MNGA caution that the foregoing list of factors is not exclusive.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Golden Falcon nor MNGA gives any assurance that either Golden Falcon or MNGA or the combined company will achieve its expected results. Neither Golden Falcon nor MNGA undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Participants in the Solicitation

MNGA and Golden Falcon and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Golden Falcon’s stockholders with the proposed transaction and the other matters set forth in the proxy statement/prospectus. Information about Golden Falcon’s directors and executive officers is set forth in Golden Falcon’s filings with the SEC, including the 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”

No Offer or Solicitation

This press release is for information purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. 

Contacts

For Golden Falcon Media Inquiries

Salamander Davoudi, Tancredi Intelligent Communication, fullcirclecapital@tancredigroup.com

For MNGA Media Inquiries

Ipek Akyildiz, Corporate Communications Manager, ipek.akyildiz@mngairlines.com

Michael Bowen, Managing Director, ICR Inc, MNGAirlines@icrinc.com

Important Information About the Proposed Transaction and Where to Find It

This communication relates to a proposed transaction between MNGA and Golden Falcon pursuant to a business combination agreement, dated as of December 06, 2022, by and among MNGA, Golden Falcon, Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNGA (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (the “proposed transaction”). In connection with the proposed transaction, MNGA intends to file a registration statement on Form F-4 (the “Form F-4”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of Golden Falcon’s common stock in connection with Golden Falcon’s solicitation of proxies for the vote by its stockholders with respect to the proposed transaction and other matters as may be described in the definitive proxy statement, as well as a prospectus relating to the offer and sale of the securities of MNGA to be issued in the proposed transaction. The definitive proxy statement/prospectus will be sent to all Golden Falcon stockholders as of a record date to be established for voting on the transaction. Golden Falcon also will file other documents regarding the proposed transaction with the SEC.

Before making any voting decision, investors and security holders of Golden Falcon are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Golden Falcon’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Golden Falcon, MNGA and the proposed transaction.

Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by MNGA and Golden Falcon through the website maintained by the SEC at www.sec.gov. The documents filed by MNGA and Golden Falcon with the SEC also may be obtained free of charge at Golden Falcon’s website at www. goldenfalconcorp.com or upon written request to: Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204, Newark, DE 19711.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This communication contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this communication, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the intention to offer redemption alternatives to Golden Falcon stockholders, the anticipated growth and expansion of MNGA’s business, trends and developments in air cargo industry, MNGA’s addressable market, competitive position, potential market opportunities, expected synergies and anticipated future financial and operating performance and results and the expected management and governance of MNGA, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Golden Falcon and its management, and MNGA and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Golden Falcon’s securities; Golden Falcon’s potential failure to obtain an extension of the deadline for the proposed transaction; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the business combination agreement by the stockholders of Golden Falcon; failure to satisfy the minimum cash amount following redemptions by Golden Falcon’s public stockholders in connection with the stockholder vote to extend the business combination deadline and the stockholder vote to approve the business combination agreement and the transactions contemplated thereby; failure to receive certain governmental and regulatory approvals; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; costs related to the proposed transaction; actual or potential conflicts of interest of Golden Falcon’s management with its public stockholders; the effect of the announcement or pendency of the proposed transaction on MNGA’s business relationships, performance, and business generally; risks that the proposed transaction disrupts current plans of MNGA and potential difficulties in MNGA’s employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against MNGA or against Golden Falcon related to the merger agreement or the proposed transaction; failure to realize the anticipated benefits of the proposed transaction; the inability to meet and maintain the listing of Golden Falcon’s securities (or the securities of MNGA) on the NYSE; the risk that the price of Golden Falcon’s or MNGA’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting MNGA’s business and changes in the combined capital structure; the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; the risk that MNGA will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; negative economic conditions that could impact MNGA and the air cargo business in general; factors that affect air cargo companies generally; changes in, and MNGA’s ability to comply with, laws and government regulations, particularly, the civil aviation regulatory framework; competition in the air cargo industry; reduction in demand for MNGA’s cargo or charter operations, including as a result of reductions in global trade growth or e-commerce activity, government reduction or limitation of operating capacity; risks associated with MNGA doing business in emerging markets; conflict and uncertainty in neighbouring countries; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Golden Falcon’s Annual Report on Form 10-K which was filed by Golden Falcon on March 31, 2022 (the “2021 Form 10-K”) and subsequently filed Quarterly Reports on Form 10-Q, as such factors may be updated from time to time in Golden Falcon’s filings with the SEC, the Form F-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Golden Falcon and MNGA caution that the foregoing list of factors is not exclusive.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Golden Falcon nor MNGA gives any assurance that either Golden Falcon or MNGA or the combined company will achieve its expected results. Neither Golden Falcon nor MNGA undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Participants in the Solicitation

MNGA and Golden Falcon and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Golden Falcon’s stockholders with the proposed transaction and the other matters set forth in the proxy statement/prospectus. Information about Golden Falcon’s directors and executive officers is set forth in Golden Falcon’s filings with the SEC, including the 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”

No Offer or Solicitation

This communication is for information purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.