UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the special meeting, on June 22, 2023, Golden Falcon Acquisition Corp. (the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation, as amended (the “Charter”) which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 22, 2023, the Company held a special meeting of stockholders (the “special meeting”). On May 30, 2023, the record date for the special meeting, there were an aggregate of 12,833,579 shares of Class A common stock and Class B common stock of the Company entitled to be voted at the special meeting, approximately 84.48% of which were represented in person or by proxy at the special meeting.
The final results for the matter submitted to a vote of the Company’s stockholders at the special meeting are as follows:
Charter Amendment Proposal
The stockholders approved the proposal to amend the Company’s Charter, in the form set forth as Annex A to the proxy statement (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination (the “Extension”) from June 22, 2023 to July 24, 2023, and to allow the Company, if needed, without another stockholder vote, upon request by Golden Falcon Sponsor Group, LLC and approval by the Company’s board of directors (the “Board”), to further extend the date by which the Company has to consummate a business combination from July 24, 2023 to August 24, 2023, or such earlier date as determined by the Board (such date actually extended being referred to as the “Extended Date”). The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 10,840,071 | 1,601 | 0 | 0 |
As there were sufficient votes to approve the Charter Amendment Proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.
Item 8.01. Other Events.
In connection with the votes to approve the Extension, the holders of 3,130,990 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Golden Falcon Acquisition Corp., dated June 22, 2023. | |
| 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.
| GOLDEN FALCON ACQUISITION CORP. | ||
| By: | /s/ Makram Azar | |
| Name: Makram Azar Title: Chief Executive Officer | ||
Date: June 28, 2023