10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file

number: 001-39816

GOLDEN FALCON ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		85-2738750
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

850 Library Avenue, Suite 204

Newark, Delaware 19711

(Address of principal executive offices)

(970) 315-2644

(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2of

the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2of

the Exchange Act). Yes ☒ No ☐

As of May 22, 2023, there were 4,208,579 shares of Class A common stock, par value $0.0001 per share, and 8,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

GOLDEN FALCON ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023


	Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		1
Unaudited Condensed Statements of Operations for the three months ended March 31, 2023 and 2022		2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2023 and 2022		3
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022		4
Notes to Condensed Unaudited Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 4. Controls and Procedures		23
Part II. Other Information
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		26
Signatures		27

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

GOLDEN FALCON ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	March 31, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current Assets:
Cash	$	103,968		$	23,935
Prepaid expenses		114,012			91,508

Total Current Assets		217,980			115,443
Cash and marketable securities held in Trust Account		42,940,237			42,563,076

TOTAL ASSETS	$	43,158,217		$	42,678,519

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	3,079,327		$	2,176,154
Income taxes payable		442,279			365,164

Total Current Liabilities		3,521,606			2,541,318
Non-current Liabilities:
Convertible promissory note – related party, at fair value		713,300			482,600
Deferred underwriting fee payable		5,709,133			5,709,133
Warrant liabilities		6,276,000			3,922,500

Total Liabilities		16,220,039			12,655,551

Commitments and Contingencies
Class A common stock subject to possible redemption; 4,208,579 shares at redemption value at March 31, 2023 and December 31, 2022, respectively		42,447,959			42,157,863
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 4,208,579 shares subject to possible redemption) at March 31, 2023 and December 31, 2022		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2023 and December 31, 2022		863			863
Additional paid-in capital		4,092,335			4,258,331
Accumulated deficit		(19,602,979	)		(16,394,089	)

Total Stockholders’ Deficit		(15,509,781	)		(12,134,895	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	43,158,217		$	42,678,519

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

GOLDEN FALCON ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended March 31,
	2023			2022
Formation and operational costs	$	1,187,689		$	387,608

Loss from operations		(1,187,689	)		(387,608	)
Other income (expense):
Interest income – bank		3			—
Interest earned on marketable securities held in Trust Account		417,211			174,761
Unrealized gain on marketable securities held in Trust Account		—			65,646
Change in fair value of convertible promissory note		(7,800	)		132,122
Change in fair value of warrant liabilities		(2,353,500	)		9,398,310

Other income (expense), net		(1,944,086	)		9,770,839
(Loss) income before provision for income taxes		(3,131,775	)		9,383,232
Provision for income taxes		(77,115	)		—

Net (loss) income	$	(3,208,890	)	$	9,383,232

Basic and diluted weighted average shares outstanding, Class A common stock		4,208,579			34,500,000

Basic and diluted net (loss) income per share, Class A common stock	$	(0.25	)	$	0.22

Basic and diluted weighted average shares outstanding, Class B common stock		8,625,000			8,625,000

Basic and diluted net (loss) income per share, Class B common stock	$	(0.25	)	$	0.22

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

GOLDEN FALCON ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2023


	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance – January 1, 2023		—	$	—		8,625,000	$	863	$	4,258,331		$	(16,394,089	)	$	(12,134,895	)
Proceeds received in excess of initial fair value of convertible promissory note		—		—		—		—		124,100			—			124,100
Remeasurement for Class A common stock to redemption amount		—		—		—		—		(290,096	)		—			(290,096	)
Net loss		—		—		—		—		—			(3,208,890	)		(3,208,890	)

Balance – March 31, 2023		—	$	—		8,625,000	$	863	$	4,092,335		$	(19,602,979	)	$	(15,509,781	)

FOR THE THREE MONTHS ENDED MARCH 31, 2022


	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2022		—	$	—		8,625,000	$	863	$	—	$	(28,675,106	)	$	(28,674,243	)
Remeasurement for Class A common stock to redemption amount		—		—		—		—		—		(161,196	)		(161,196	)
Proceeds received in excess of initial fair value of convertible promissory note		—		—		—		—		—		139,378			139,378
Net income		—		—		—		—		—		9,383,232			9,383,232

Balance – March 31, 2022		—	$	—		8,625,000	$	863	$	—	$	(19,313,692	)	$	(19,312,829	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

GOLDEN FALCON ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended March 31,
	2023			2022
Cash Flows from Operating Activities:
Net (loss) income	$	(3,208,890	)	$	9,383,232
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liabilities		2,353,500			(9,398,310	)
Change in fair value of convertible promissory note		7,800			(132,122	)
Interest earned on marketable securities held in Trust Account		(417,211	)		(174,761	)
Unrealized loss (gain) on marketable securities held in Trust Account		—			(65,646	)
Changes in operating assets and liabilities:
Prepaid expenses		(22,504	)		53,124
Accounts payable and accrued expenses		903,173			237,975
Income taxes payable		77,115			—

Net cash used in operating activities		(307,017	)		(96,508	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay taxes		40,050			—

Net cash provided by investing activities		40,050			—

Cash Flows from Financing Activities:
Proceeds from convertible promissory note – related party		347,000			300,000

Net cash provided by financing activities		347,000			300,000

Net Change in Cash		80,033			203,492
Cash—Beginning of period		23,935			11,880

Cash—End of period	$	103,968		$	215,372

Non-cash Investing and Financing Activities:
Remeasurement for Class A common stock to redemption amount	$	290,096		$	161,196

Proceeds received in excess of initial fair value of convertible promissory note	$	124,100		$	139,378

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Golden Falcon Acquisition Corp. (the “Company”) was incorporated in Delaware on August 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

On December 12, 2022, the Company filed a Form

8-K

with the Securities and Exchange Commission to report that on December 6, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (“MNG”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNG (“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”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by the Company’s stockholders, and the Business Combination is subsequently completed, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company after the Merger, as a result of which the Company will become an indirect, wholly-owned subsidiary of MNG (the “proposed transaction”). At the effective time of the merger, each issued and outstanding share of Class A Common Stock (other than any shares of the Company’s Class A Common Stock held in treasury or owned by MNGA, Merger Sub or any wholly-owned subsidiary of MNGA or the Company immediately prior to the Effective Time) will be converted automatically into, and the holder of such shares of Class A Common Stock will be entitled to receive, for each share of Class A Common Stock, one MNGA ADS (and the MNGA Ordinary Share represented thereby) after giving effect to the Stock Split.

In connection with the proposed transaction, MNGA filed a Registration Statement on Form

F-4

with the U.S. Securities and Exchange Commission, which included a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of the Company’s common stock in connection with the Company’s solicitation of proxies for the vote by its stockholders with respect to the proposed transaction and other matters as 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 of the Company’s stockholders as of a record date to be established for voting on the transaction. Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, MNG and additional holders of founder shares entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor Persons agreed to (a) support and vote their founder shares in favor of the Business Combination Agreement and the other transaction agreements to which the Company is or will be a party and the Business Combination; (b) subject their founder shares to certain transfer restrictions; and (c) after the Effective Time, for as long as the Sponsor (or a permitted transferee of Sponsor) holds MNG Warrants, any exercise by Sponsor (or a Permitted Transferee of the Sponsor) of such MNG Warrants will only be done on a cash (and not a cashless) basis. Concurrently with the execution and delivery of the Business Combination Agreement, MNG, the Sponsor and the other parties thereto entered into the Registration Rights and

Lock-up

Agreement, pursuant to which MNG agreed, among other things, to file a registration statement to register the resale of certain securities of MNG held by the Holders and to provide the parties thereto customary demand, shelf and piggy-back rights on secondary offerings, subject to customary

cut-back

provisions and coordinated offerings. MNG Ordinary Shares or MNG ADSs beneficially owned or owned of record by the holders are subject to

lock-up

provisions as set forth in the Registration Rights and

Lock-Up

Agreement. A copy of each of the foregoing agreements was included as an exhibit to the Current Report on Form

8-K

filed with the SEC on December 12, 2022. A copy of each of the amendments to the Sponsor Support Agreement and the Registration Rights and

Lock-Up

Agreement were included as exhibits to the Current Report on Form

8-K

filed with the SEC on February 21, 2023.

As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023 relates to the Company’s formation, the proposed initial public offering (“Initial Public Offering”), and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination, and after entering into the Business Combination Agreement, completing the proposed transaction. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income from the marketable securities held in the Trust Account (as defined below), along with

non-operating

income or expense related to the change in fair value of the warrant liabilities and the convertible promissory note. Golden Falcon Sponsor Group, LLC (the “Sponsor”) may provide additional funds to the Company for working capital purposes for identifying and performing due diligence on potential targets for a Business Combination. Based on the foregoing, on September 13, 2021, the Company issued a convertible promissory note for working capital purposes in the amount of $1,000,000 with a warrant conversion option (see Note 5). On May 1, 2023, in the amended and restated convertible promissory note, effective March 1, 2023, the Sponsor agreed to increase the aggregate amount to be drawn on the convertible promissory note for working capital purposes to $2,000,000.

The registration statements for the Company’s Initial Public Offering were declared effective on December 17, 2020. On December 22, 2020, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Golden Falcon Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 4.

Transaction costs amounted to $19,455,706, consisting of $6,900,000 of underwriting fees, net of reimbursement, $12,075,000 of deferred underwriting fees and $480,706 of other offering costs. On December 6, 2022, the representatives in the Initial Public Offering, agreed, on behalf of the underwriters, to a reduction of their deferred underwriting fee of $0.35 per Unit. Pursuant to an amendment to the underwriting agreement, the deferred underwriting fee from any remaining funds on deposit in the Trust Account and/or any other funds available in connection with the Business Combination, which will be payable at closing of the Business Combination is as follows: (i) $5,000,000 of the deferred underwriting fee (the “Minimum Deferred Underwriting Fee”) will be due and payable in cash to the underwriters, upon the closing of the Business Combination irrespective of the amount of Available Cash (as defined in the Business Combination Agreement); (ii) if the Available Cash is equal to or greater than $30.0 million and up to $100.0 million, an additional amount equal to up to $4.0 million of the deferred underwriting fee will be due and payable in cash to the underwriters upon the closing of the Business Combination, which additional amount will be linearly determined in relation to the amount of the Available Cash and will be at least $0 and up to $4.0 million; and (iii) if the Available Cash is equal to or greater than $100.0 million and up to $345.0 million, an additional amount of up to $3,075,000 of the deferred underwriting fee will be due and payable in cash to the underwriters upon the closing of the Business Combination, which additional amount will be linearly determined in relation to the amount of the Available Cash and will be at least $0 and up to $3,075,000 (such additional amounts in clauses (ii) and (iii) being referred to herein as an “Incremental Deferred Underwriting Commission,” and together with the Minimum Deferred Underwriting Fee, the “Deferred Underwriting Fee”). As a result of the amendment, the reduction in deferred fees was split on a pro rata basis between additional

paid-in

capital and other income based upon the original amount of the deferred underwriting fee’s allocation to the liability-classified instruments in the Initial Public Offering. Therefore, the deferred underwriting fee was reduced by $6,365,867

during t

he three months ended December 31, 2022, of which $350,123

was s

hown in th

e s

tatement of operations for the year ended December 31, 2022, as the partial reversal of transaction costs incurred in connection with the Initial Public Offering and $6,015,744

was c

harged to additional

paid-in

capital in the statement of stockholders’ deficit. As a result of the reduction, the outstanding deferred underwriting fee payable was reduced to $5,709,133.

Following the closing of the Initial Public Offering on December 22, 2020, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of

Rule 2a-7of

the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination (ii) by means of a tender offer (iii) or in connection with an extension vote (see Note 5). The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

Table of Contents

GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the other holders of Founder Shares prior to the Initial Public Offering (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights

or-pre-initial

business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

On December 20, 2022, the Company held a special meeting in lieu of its 2022 annual meeting of stockholders (the “Special Meeting”) at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) and an amendment to the Investment Management Trust Agreement, dated as of December 17, 2020 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, (the “Trust Amendment”). The Charter Amendment and the Trust Amendment extend the date by which the Company must consummate its initial business combination (the “Extension”) from December 22, 2022 to June 22, 2023, or such earlier date as determined by the Company’s board of directors (such later date, the “Extended Date”).

In connection with the stockholder vote to approve the Extension, the holders of 30,291,421 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.11 per share, for an aggregate redemption amount of approximately $306.3 million, leaving approximately $42.6 million in the Trust Account, after this redemption.

The Company has until the Extended Date to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than

ten

business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has withdrawn from the Trust Account amounts totaling $1,017,482 and $40,050 during the year ended December 31, 2022 and for the three months ended March 31, 2023, respectively, to pay the Company’s franchise and income tax obligations.

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus

(COVID-19)

as a pandemic which continues to spread throughout the United States and the World. As of the date the condensed unaudited financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible thatCOVID-19could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Liquidity and Capital Resources; Going Concern

As of March 31, 2023, the Company had $103,968 in its operating bank account, $42,940,237 in cash held in the Trust Account to be used for a Business Combination, or to repurchase or redeem its stock in connection therewith and a working capital deficit of $2,811,347, which excludes the permitted withdrawal should the Company elect to withdraw from the Trust Account for additional franchise taxes payable of $50,000 or income taxes payable of $442,279. As of March 31, 2023, $417,211 of the amount on deposit in the Trust Account represented interest income. Interest income earned on the Trust Account is available to pay the Company’s tax obligations. The Company has withdrawn from the Trust Account amounts totaling $1,017,482 and $40,050 for the year ended December 31, 2022 and for the three months ended March 31, 2023, respectively, to pay the Company’s franchise and income tax obligations.

The Company may raise additional capital through loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain of its directors and officers. The Sponsor may but is not obligated to (except as described below), lend the Company funds, from time to time in whatever amounts it deems reasonable in its sole discretion, to meet the Company’s working capital needs. On September 13, 2021, the Sponsor agreed to lend the Company an aggregate of up to $1,000,000 for working capital purposes pursuant to a convertible promissory note. On May 1, 2023, in the amended and restated convertible promissory note, effective March 1, 2023, the Sponsor agreed to increase the aggregate amount to be drawn on the convertible promissory note for working capital purposes to $2,000,000. The Company had drawn an aggregate of $1,107,495 under the convertible promissory note as of March 31, 2023, which includes drawdowns of $120,000 on September 13, 2021, $114,311 on October 5, 2021, $70,800 on October 26, 2021, $15,000 on November 29, 2021, $150,000 on January 31, 2022, $150,000 on March 31, 2022, $27,384 on November 9, 2022, $113,000 on December 27, 2022, $59,000 on January 17, 2023, and $288,000 on March 24, 2023. There can be no assurance that the Company will be able to obtain additional financing prior to completing the Business Combination, however. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of its Business Combination.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements – Going Concern, pursuant to its Amended and Restated Certificate of Incorporation, the Company has until June 22, 2023, or such earlier date as determined by our board of directors, to consummate a Business Combination. If a Business Combination is not consummated by June 22, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before June 22, 2023, it is uncertain that the Company will be able to consummate a Business Combination by June 22, 2023. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 22, 2023.

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to

Form 10-Q

and Article 10 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K,

for the year ended December 31, 2022, as filed with the SEC on March 27, 2023. The accompanying condensed balance sheet as of December 31, 2022 has been derived from the audited financial statements included in the Form

10-K.

The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods.

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the public and private placement warrant liabilities as well as the fair value of the convertible promissory note. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

Marketable Securities Held in Trust Account

At March 31, 2023, substantially all of the assets held in the Trust Account were held in a money market fund which is primarily invested in U.S. Treasury securities. At December 31, 2022, the entirety of the trust account, after the redemption payments, was deposited into a cash operating account maintained by the trustee. On January 5, 2023, the Company reinvested $42,563,076 of funds previously held in the trustee’s cash operating account as of December 31, 2022 into a money market fund which is primarily invested in U.S Treasury Bills. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Interest income is included in interest earned on the marketable securities held in the Trust Account whereas the gains and losses resulting from the change in fair value of the securities held in the Trust Account are included in unrealized gains and losses on marketable securities in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Convertible Promissory Note—Related Party

The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under ASC

815-15-25,

the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory note. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, each drawdown date, and each balance sheet date thereafter. Differences between the face value of the note and fair value at each drawdown date are recognized as either an expense in the statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as

non-cash

gains or losses in the statements of operations. Changes in the estimated fair value of the note are recognized as

non-cash

change in the fair value of the convertible promissory note in the statements of operations. The fair value of the option to convert into private warrants was valued utilizing the closed-form model.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Class A common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units on February 8, 2021, is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The fair value of the private placement warrants was initially estimated principally using a binomial lattice simulation approach (see Note 9).

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional

paid-in

capital, to the extent available and accumulated deficit. Changes in the carrying value of redeemable Class A common stock due to interest earned on the Trust Account (net of amounts withdrawn to pay taxes and amounts available to pay current tax liabilities) resulted in charges against additional

paid-in

capital, to the extent available and accumulated deficit.

At December 31, 2022 and March 31,

2023

, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


	Value			Shares
Class A common stock subject to possible redemption – December 31, 2021	$	345,000,000			34,500,000
Less:
Redemptions		(306,349,500	)		(30,291,421	)
Plus:
Remeasurement of carrying value to redemption amount		3,507,363			—

Class A common stock subject to possible redemption – December 31, 2022		42,157,863			4,208,579
Plus:
Remeasurement of carrying value to redemption amount		290,096			—

Class A common stock subject to possible redemption – March 31, 2023	$	42,447,959			4,208,579

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements carrying amounts and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rates were (2.46%) and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rates differ from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, respectively, due to changes in fair value of warrant liability, changes in fair value of convertible promissory note, and the valuation allowance on the deferred tax assets.

While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in the current period based on

740-270-25-3

which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2023.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

Net (Loss) Income Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. The Company applies the

two-class

method in calculating (loss) income per common share.

Re-measurement

associated with the redeemable shares of Class A common stock is excluded from (loss) income per common share as the redemption value approximates fair value.

The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events, and (iii) any warrants that could be acquired through conversion of convertible debt. As of March 31, 2023 and 2022, there were 4,208,579 and 34,500,000 shares of Class A common stock in the aggregate which does not include the warrants that could be issued as a result of the conversion option in the convertible promissory note. As of March 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented.

The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts):


	For the Three Months Ended March 31,
	2023						2022
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per common share
Numerator:
Allocation of net (loss) income	$	(1,052,307	)	$	(2,156,583	)	$	7,506,586		1,876,646
Denominator:
Basic and diluted weighted average shares outstanding		4,208,579			8,625,000			34,500,000		8,625,000
Basic and diluted (loss) income per common share	$	(0.25	)	$	(0.25	)	$	0.22	$	0.22

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities and convertible promissory note (see Note 9).

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

Fair Value Measurements

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are remeasured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-13

– Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU

2016-13”). This

update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU

2016-13

on January 1, 2023. The adoption of ASU

2016-13

did not have a material impact on its financial statements. The marketable securities held in the trust account primarily consist of money market funds which the Compan

y classifies a

s trading securities and are accounted for under ASC 320, Debt and Equity Securities. ASC 320 requires any unrealized gain/loss to be recognized through earnings. Based on the guidance referenced above, financial assets in which the fair value is measured through net incom

e are n

ot within the scope of ASC 326, thus the marketable securities held in the trust account are excluded.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06—“Contracts

in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)”,to

simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and

one-half

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 8).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The amount by which the initial fair value of the Private Placement Warrants exceeded the aggregate purchase price was included in the statement of operations for the period from August 24, 2020 (inception) through December 31, 2020.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On September 2, 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. In December 2020, the Company effected a

1,437,500-stock

dividend, resulting in an aggregate of 8,625,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 1,125,000 shares of Class B common stock that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an

as-converted

basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The initial stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

In September 2020, we issued 7,187,500 founder shares to our Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share. In December 2020, we effected a stock dividend and, as a result, our Sponsor currently holds 8,445,000 founder shares and each of our five independent directors currently holds 36,000 founder shares, such that our initial stockholders own an aggregate of 8,625,000 founder shares.

Administrative Support Agreement

The Company entered into an agreement, commencing on December 22, 2020, pursuant to which the Company will pay an affiliate of the Sponsor a total of up to $10,000 per month, for up to 24 months, for certain administrative, research, transaction and other support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023, administrative fees were $30,000 of which $20,000 were unpaid in accrued expenses and accounts payable. For the three months ended March 31, 2022, administrative fees were $30,000 of which $20,000 were unpaid in accrued expenses.

Convertible Promissory Note—Related Party

On September 13, 2021, the Sponsor agreed to loan the Company an aggregate of up to $1,000,000 pursuant to the convertible promissory note. On May 1, 2023, in the amended and restated convertible promissory note, effective March 1, 2023, the Sponsor agreed to increase the aggregate amount to be drawn on the convertible promissory note for working capital purposes to $2,000,000. The convertible promissory note is

non-interest

bearing and payable upon consummation of the Company’s initial Business Combination. At the Company’s discretion, the convertible promissory note may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. At March 31, 2023, there was $1,107,495 of cumulative cash advanced under the convertible promissory note. The convertible promissory note was valued using the fair value method. The change in the fair value of the note recorded in the statements of operations for the period ended March 31, 2023, was $7,800, resulting in a fair value of the convertible note of $713,300. The increase in fair value from the prior valuation a

s of either t

he latest drawdown date of March 24, 202

3 or December 31, 2022, as applicable, w

as appropriately booked to th

e condensed s

tatement of operations. For the year ended December 31, 2022, change in fair value of convertible promissory note – related party was $11,080, resulting in a fair value of the convertible note of $482,600 (see Note 9).

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022,

amount was outstanding under the Working Capital Loans other than the amounts discussed under the Convertible Promissory note above.

Non-redemption

Agreement

On December 15, 2022, the Sponsor entered into

Non-Redemption

Agreements with various stockholders of the Company pursuant to which these stockholders have committed not to redeem their Golden Falcon shares in connection with the Special Meeting held on December 16, 2022, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 230,000 shares of Class A Common Stock. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B Common Stock to the

Non-Redeeming

Stockholders at the closing of the Business Combination. Each Stockholder committed to maintain at least 9.9% of the identified stock and in return will obtain 50% of the identified stock as Class B common Stock. The Company estimated the aggregate fair value of the 115,000 founders shares attributable to the

Non-Redeeming

Stockholders to be $747,500 or $6.50 per share. Each

Non-Redeeming

Stockholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional

paid-in

capital to recognize the fair value of the shares transferred as an offering cost during the three months ended December 31, 2022.

The fair value of the founders shares was based on the following significant inputs:


	December 22, 2022
Risk-free interest rate		4.68	%
Remaining life of SPAC (assuming the Extended Date)		0.44
Value in no De-SPAC scenario	$	10.00
Probability of transaction		65.00	%

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights Agreement

Pursuant to a registration rights agreement entered into on December 17, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register the sale of any of its securities held by them pursuant to a registration rights agreement. The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include the securities in other registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

lock-up

agreement (as amended, the “Registration Rights and

Lock-Up

Agreement”), pursuant to which MNG agreed, among other things, to file a registration statement to register the resale of certain securities of MNG held by the Holders and to provide the parties thereto customary demand, shelf and piggy-back rights on secondary offerings, subject to customary

cut-back

provisions and coordinated offerings. MNG Ordinary Shares or MNG ADSs beneficially owned or owned of record by the holders are subject to

lock-up

provisions as set forth in the Registration Rights and

Lock-Up

Agreement.

Underwriting Agreement

The underwriters were initially entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate contingent upon the consummation of the Initial Business Combination.

On December 6, 2022, the representatives in the Initial Public Offering, agreed, on behalf of the underwriters, to a reduction of their deferred underwriting fee of $0.35 per Unit. Pursuant to an amendment to the underwriting agreement, the deferred underwriting fee from any remaining funds on deposit in the Trust Account and/or any other funds available in connection with the Business Combination, which will be payable at closing of the Business Combination is as follows: (i) $5,000,000 of the deferred underwriting fee (the “Minimum Deferred Underwriting Fee”) will be due and payable in cash to the underwriters, upon the closing of the Business Combination irrespective of the amount of Available Cash (as defined in the Business Combination Agreement); (ii) if the Available Cash is equal to or greater than $30.0 million and up to $100.0 million, an additional amount equal to up to $4.0 million of the deferred underwriting fee will be due and payable in cash to the underwriters upon the closing of the Business Combination, which additional amount will be linearly determined in relation to the amount of the Available Cash and will be at least $0 and up to $4.0 million; and (iii) if the Available Cash is equal to or greater than $100.0 million and up to $345.0 million, an additional amount of up to $3,075,000 of the deferred underwriting fee will be due and payable in cash to the underwriters upon the closing of the Business Combination, which additional amount will be linearly determined in relation to the amount of the Available Cash and will be at least $0 and up to $3,075,000 (such additional amounts in clauses (ii) and (iii) being referred to herein as an “Incremental Deferred Underwriting Commission,” and together with the Minimum Deferred Underwriting Fee, the “Deferred Underwriting Fee”). As a result of the amendment, the reduction in deferred fees was split on a pro rata basis between additional

paid-in

during t

he three months

ended December 31, 2022

, of which $350,123

was s

hown in th

e s

tatement of operations

for the year ended December 31, 2022

, as the partial reversal of transaction costs incurred in connection with the Initial Public Offering and $6,015,744

was c

harged to additional

paid-in

capital in the statement of stockholders’ deficit. As a result of the reduction, the outstanding deferred underwriting fee payable was reduced to $5,709,133.

The Deferred Underwriting Fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, as amended as discussed above.

Right of First Refusal

The Company has agreed that until the earlier of (i) September 15, 2023 and (ii) the consummation of a Business Combination, UBS Securities LLC shall have a right of first refusal to act as exclusive capital markets advisor, placement agent, or book-running lead manager, as the case may be, in connection with any private placement or public offering of equity, equity-linked or debt (including, without limitation, asset-backed) securities.

Allocation of Securities to Affiliates of Underwriters

Two members of the Sponsor are affiliated with one of the underwriters participating in the Initial Public Offering and will be allocated an aggregate of 80,000 Founder Shares and 40,000 Private Placement Warrants as a result of their membership in the Sponsor. The securities allocated to these members have been deemed compensation by FINRA and are therefore subject to a

lock-up

for a period of 180 days immediately following the effective date of the Initial Public Offering pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the Initial Public Offering or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Initial Public Offering or commencement of sales of the Initial Public Offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock

—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

Class

A Common Stock

—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 4,208,579, respectively, shares of Class A common stock issued and outstanding, all of which are subject to possible redemption, and are presented as temporary equity.

Class

B Common Stock

—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 8,625,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a

one-for-one

basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued or issuable to any seller in a Business Combination). However, in no event will the conversion rate be less than

one-for-one.

If the proposed transaction is consummated, pursuant to the Sponsor Support Agreement, the initial stockholders agreed to, among other things, subject the MNG ADSs (and the MNG Ordinary Shares represented thereby) received in the Merger to a vesting schedule. See the Form

F-4

(defined below) filed with the SEC for more information.

NOTE 8. WARRANT LIABILITIES

As of March 31, 2023 and December 31, 2022, there were 17,250,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $18.00

. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within

a30-tradingday

period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $10.00

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

•

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

As of March 31, 2023 and December 31, 2022, there were 8,900,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the proposed transaction in consummated, the Private Placement Warrants will not be cancelled but will be converted to private placement warrants of MNG.

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		March 31, 2023		Level		December 31, 2022 (1)
Assets:
Investments held in Trust Account – Money Market Fund		1	$	42,940,237		1	$	—
Liabilities:
Warrant liabilities—Public Warrants		1		4,140,000		1	$	2,587,500
Warrant liabilities—Private Placement Warrants		2		2,136,000		2	$	1,335,000
Convertible promissory note– related party		3		713,300		3	$	482,600

(1)	As of December 31, 2022, the entirety of the marketable securities held in the trust account were deposited into the cash operating account maintained by the trustee.

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.

The Warrants were initially valued as of the Initial Public Offering date using a binomial lattice simulation model, which is considered to be a Level 3 fair value measurement. The binomial lattice simulation model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. For periods subsequent to the detachment of the warrants from the Units, which occurred on February 8, 2021, the close price of the Public Warrants on the New York Stock Exchange was used as the primary input to the fair value of the Public Warrants as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

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GOLDEN FALCON ACQUISITION CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2023

The estimated fair value of the convertible promissory note was based on the following significant inputs:


	December 31, 2022			March 31, 2023
Risk-free interest rate		4.12	%		3.75	%
Time to Expiration (in years)		0.4			0.2
Expected volatility		1.7	%		3.6	%
Exercise price	$	11.50		$	11.50
Dividend yield		0.00	%		0.00	%
Stock Price	$	10.00		$	10.13
Probability of transaction		65.00	%		65.00	%

The following table presents the changes in the fair value of the Level 3 convertible promissory note for the period ended March 31, 2023:


	March 31, 2023
Fair value as of January 1, 2023	$	482,600
Borrowings as of January 31, 2023		59,000
Borrowings as of March 31, 2023		288,000
Proceeds received in excess of initial fair value of convertible promissory note		(124,100	)
Change in fair value		7,800

Fair value as of March 31, 2023	$	713,300

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2023 for the convertible promissory note.

The following table presents the changes in the fair value of the Level 3 convertible promissory note for the period ended March 31, 2022:


	March 31, 2022
Fair value as of January 1, 2022	$	259,600
Borrowings as of January 31, 2022		150,000
Borrowings as of March 31, 2022		150,000
Proceeds received in excess of initial fair value of convertible promissory note		(139,378	)
Change in fair value		(132,122	)

Fair value as of March 31, 2022	$	288,100

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except as set forth below:

On April 10, 2023, MNGA filed a registration statement on Form

F-4

(File

No. 333-271206)

(the “Form

F-4”)

with the SEC relating to the proposed transaction. On May 8, 2023, MNGA filed Amendment No. 1 to the Form

F-4.

On May 1, 2023, the Company issued to the Sponsor an amended and restated Sponsor Convertible Promissory Note, effective March 1, 2023, which increased the aggregate principal amount that can be withdrawn under the Sponsor Convertible Promissory Note for working capital purposes to $2,000,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Golden Falcon Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Golden Falcon Sponsor Group, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of 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 (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations and the potential business combination, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2023, as well as Item 1A, Part II of this Quarterly Report. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a Delaware corporation structured as a blank check company formed on August 24, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We intend to effectuate our business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

On December 20, 2022, we held a special meeting at which our stockholders approved an amendment to our amended and restated certificate of incorporation (the “Charter Amendment”) and an amendment to the Investment Management Trust Agreement, dated as of December 17, 2020 (the “trust agreement”), by and between us and Continental Stock Transfer & Trust Company (the “Trust Amendment”. The Charter Amendment and the Trust Amendment extend the date by which we must consummate our initial business combination (the “Extension”) from December 22, 2022 to June 22, 2023, or such earlier date as determined by the our board of directors.

In connection with the stockholder vote to approve the Extension, the holders of 30,291,421 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.11 per share, for an aggregate redemption amount of approximately $306.3 million, leaving approximately $42.6 million in the trust account immediately following the redemptions.

Proposed Business Combination

Business Combination Agreement

On December 6, 2022, we entered into a business combination agreement (as amended, the “Business Combination Agreement”) with MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (“MNG”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNG (“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”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by our stockholders, and the Business Combination is subsequently completed, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company after the Merger, as a result of which the Company will become an indirect, wholly-owned subsidiary of MNG (the “Proposed Business Combination”).

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement we, the Sponsor, MNG and additional holders of founder shares (collectively, the “Sponsor Persons”) entered into a sponsor support agreement (as amended, the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor Persons agreed to (a) support and vote their founder shares in favor of the Business Combination Agreement and the other transaction agreements to which the Company is or will be a party and the Business Combination; (b) subject their founder shares to certain transfer restrictions; and (c) after the Effective Time (as defined in the Sponsor Support Agreement), for as long as the Sponsor (or a permitted transferee of Sponsor) holds MNG warrants, any exercise by Sponsor (or a permitted transferee of the Sponsor) of such MNG warrants will only be done on a cash (and not a cashless) basis.

Registration Rights and Lock-Up Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, MNG, the Sponsor and the other parties thereto (together with the Sponsor, the “Holders”) entered into a registration rights and lock-up agreement (as amended, the “Registration Rights and Lock-Up Agreement”), pursuant to which MNG agreed, among other things, to file a registration statement to register the resale of certain securities of MNG held by the Holders and to provide the parties thereto customary demand, shelf and piggy-back rights on secondary offerings, subject to customary cut-back provisions and coordinated offerings. MNG ordinary shares or MNG American depositary shares beneficially owned or owned of record by the holders are subject to lock-up provisions as set forth in the Registration Rights and Lock-Up Agreement.

Shareholders Statement

Concurrently with the execution and delivery of the Business Combination Agreement, the MNG Shareholders (as defined in the MNG Shareholders Statement) executed the MNG Shareholders Statement, pursuant to which, among other things, the MNG Shareholders agreed to support and vote their MNG ordinary shares in favor of the proposals that the MNG Shareholders shall be required to approve in connection with the Business Combination.

Amendments

On February 14, 2023, each of the Business Combination Agreement, Registration Rights and Lock-Up Agreement and Sponsor Support Agreement were amended to, among other things, reflect that at the effective time of the Merger, holders of outstanding warrants to purchase shares of Class A common stock would receive warrants to purchase MNG ordinary shares (represented by MNG’s American depositary shares) instead of receiving MNG warrants in the form of MNG’s American depositary warrants, as previously provided.

The Proposed Business Combination, the Business Combination Agreement, the Sponsor Support Agreement, the Registration Rights and Lock-Up Agreement and the Shareholders Statement are more fully described in Note 1 to the condensed unaudited financial statements. A copy of each of the foregoing agreements was included as an exhibit to the Current Report on Form 8-K filed with the SEC on December 12, 2022, and were also filed as exhibits to the Form F-4. A copy of each of the amendments to the Business Combination Agreement, the Sponsor Support Agreement and the Registration Rights and Lock-Up Agreement was included as an exhibit to the Current Report on Form 8-K filed with the SEC on February 21, 2023, and are also filed as exhibits to this Annual Report.

Registration Statement on Form F-4

MNG filed a registration statement on Form F-4 (File No. 333-271206) (the “Form F-4”) with the SEC on April 10, 2023, in connection with the Business Combination. The consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions, representations and warranties, covenants and closing conditions in the Business Combination Agreement, including, but not limited to, approval by the Company’s stockholders of the Business Combination Agreement, the effectiveness of the Form F-4, and other customary closing conditions. On May 8, 2023, MNG filed Amendment No. 1 to the Form F-4.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through March 31, 2023 were organizational activities, those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a target company for a business combination and, after signing the Business Combination Agreement, completing the Proposed Business Combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account, along with non-operating income or expense related to the change in fair value of the warrant liabilities and the Sponsor Convertible Promissory Note (defined below). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2023, we had a net loss of $3,208,890, which consisted of change in fair value of convertible promissory note – related party of $7,800, change in fair value of warrant liabilities of $2,353,500, formation and operational costs of $1,187,689 and provision for income taxes of $77,115, partially offset by interest earned on marketable securities held in the trust account of $417,211, and interest income on bank of $3.

For the three months ended March 31, 2022, we had a net income of $9,383,232, which consists of interest earned on marketable securities held in the trust account of $174,761, unrealized gain on marketable securities held in the trust account of $65,646, change in fair value of convertible promissory note – related party of $132,122 and change in fair value of warrant liabilities of $9,398,310, partially offset by formation and operational costs of $387,608.

Liquidity and Capital Resources

On December 22, 2020, we consummated the initial public offering of 34,500,000 units, at $10.00 per unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 units, generating gross proceeds of $345,000,000. Simultaneously with the closing of the initial public offering and the full over-allotment option, we consummated the sale of 8,900,000 private placement warrants to the sponsor at a price of $1.00 per warrant, generating gross proceeds of $8,900,000.

Following the initial public offering, the full exercise of the over-allotment option, and the sale of the private placement warrants, a total of $345,000,000 was placed in the trust account. Transaction costs amounted to $19,455,706, consisting of $6,900,000 of underwriting fees, net of reimbursement, $12,075,000 of deferred underwriting fees and $480,706 of other offering costs.

For the three months ended March 31, 2023, net cash used in operating activities was $307,017. Net loss of $3,208,890 was affected by the change in fair value of convertible promissory note – related party of $7,800, change in fair value of warrant liabilities of $2,353,500, and interest earned on marketable securities held in Trust Account of $417,211. Changes in operating assets and liabilities provided $957,784 of cash from operating activities due primarily to an increase in accounts payable and accrued liabilities.

For the three months ended March 31, 2022, net cash used in operating activities was $96,508. Net income of $9,383,232 was affected by the change in fair value of warrant liabilities of $9,398,310, change in fair value of convertible promissory note – related party of $132,122, interest earned on marketable securities held in Trust Account of $174,761 and an unrealized gain on marketable securities held in Trust Account of $65,646. Changes in operating assets and liabilities provided $291,099 of cash from operating activities due primarily to an increase in accounts payable and accrued liabilities.

For the three months ended March 31, 2023, net cash provided by investing activities was $40,050 as a result of a withdrawal of interest earned on the Trust Account to pay tax obligations.

For the three months ended March 31, 2022, there were no cash transactions in investing activities.

For the three months ended March 31, 2023, net cash provided by financing activities was $347,000 as a result of the drawdowns on the Sponsor Convertible Promissory note.

For the three months ended March 31, 2022, net cash provided by financing activities was $300,000 as a result of the drawdowns on the Sponsor Convertible Promissory Note.

At March 31, 2023 we had cash held in the Trust Account of $42,940,237. Interest income on the balance in the Trust Account may be used by us to pay taxes. As of March 31, 2023, net cash provided by investing activities was $40,050 as a result of withdrawals of interest earned on the Trust Account to pay our tax obligations.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions, franchise taxes, and income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At March 31, 2023, we had cash of $103,968 outside of the Trust Account, accounts payable and accrued expenses of $3,079,327, and income taxes payable of $442,279. We intend to use the funds held outside the Trust Account in addition to the remaining amount unborrowed on the related party convertible promissory note of $891,505 after total draws of $1,017,495, primarily to complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor or an affiliate of the sponsor or certain of our directors and officers may, but are not obligated to, lend us funds as may be required. If we complete a business combination, we would repay such lent amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such lent amounts but no proceeds from our Trust Account would be used for such repayment. On September 13, 2021, our sponsor agreed to lend us an aggregate of up to $1,000,000 pursuant to a convertible promissory note for working capital purposes (as amended, the “Sponsor Convertible Promissory Note”). On May 1, 2023, in the amended and restated convertible promissory note, effective March 1, 2023, the Sponsor agreed to increase the aggregate amount to be drawn on the Sponsor Convertible Promissory Note for working capital purposes to $2,000,000. At March 31, 2023, there was $1,107,495 of cumulative cash advanced under the Sponsor Convertible Promissory Note.

Going Concern

As of March 31, 2023, the Company had $103,968 in its operating bank account, $42,940,237 in cash held in the Trust Account to be used for a Business Combination, or to repurchase or redeem its stock in connection therewith and a working capital deficit of $2,811,347, which excludes the permitted withdrawal should the Company elect to withdraw from the Trust Account for additional franchise taxes payable of $50,000 or income taxes payable of $442,279. As of March 31, 2023, $417,211 of the amount on deposit in the Trust Account represented interest income. Interest income earned on the Trust Account is available to pay the Company’s tax obligations. The Company has withdrawn from the Trust Account amounts totaling $1,017,482 and $40,050 as of December 31, 2022 and March 31, 2023, respectively, to pay the Company’s franchise and income tax obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2023.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our sponsor a monthly fee of $10,000 for certain administrative, research, transaction and other support services. We began incurring these fees on December 22, 2020 and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation. For the three months ended March 31, 2023, administrative fees were $30,000 of which $20,000 were unpaid in accrued expenses and accounts payable. For the three months ended March 31, 2022, administrative fees were $30,000 of which $20,000 were unpaid in accrued expenses.

The underwriters are entitled to the Deferred Underwriting Fee. The Deferred Underwriting Fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement, as amended. Refer above to the discussion on the reduction to the deferred fees as of December 31, 2022.

Critical Accounting Policies

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management.

There have been no material changes to our critical accounting policies and estimates from those disclosed in our financial statements and the related notes and other financial information included in our Form 10-K for the year ended December 31, 2022, on file with the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report, as of March 31, 2023, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)under the Exchange Act). Based on such evaluation, our CEO and CFO concluded that, as of March 31, 2023, our disclosure controls and procedures were not effective, due solely to the material weaknesses in our internal control over financial reporting related to our accounting for complex financial instruments, as previously disclosed in our quarterly reports and our Form 10-K. As a result, we performed additional analysis as deemed necessary to ensure that our condensed financial statements were prepared in accordance with GAAP. Accordingly, management believes that the condensed financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter of the fiscal year covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Form 10-K . Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On December 22, 2020, we consummated the Initial Public Offering of 34,500,000 Units, inclusive of 4,500,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option at a price of $10.00 per Unit, generating total gross proceeds of $345,000,000. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-251058 and 333-251448). The SEC declared the registration statements effective on December 17, 2020.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


Exhibit No.		Description

2.1⁽¹⁾		Amendment to Business Combination Agreement.

10.1⁽¹⁾		Amendment to Sponsor Support Agreement.

10.2⁽²⁾		Amended and Restated Promissory Note.

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

32.1**		Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2**		Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

101.INS*		XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File – The cover page XBRL tags are embedded within the inline XBRL document.

(1)	Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-39816), filed with the SEC on February 21, 2023.

(2)	Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-39816), filed with the SEC on May 2, 2023.

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	GOLDEN FALCON ACQUISITION CORP.

Date: May 22, 2023	By:	/s/ Makram Azar
	Name:	Makram Azar
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: May 22, 2023	By:	/s/ Eli Muraidekh
	Name:	Eli Muraidekh
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Golden Falcon Acquisition Corp.