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Golden Arrow Merger (GAMC) - 2023 Q4 - Annual Report
2024-03-15 20:47
Financial Risks and Liabilities - The company may be unable to complete its initial business combination if funds outside the trust account are insufficient to operate until at least the Extended Date[95]. - Public stockholders may receive approximately $10.00 per share or less upon liquidation of the trust account if the initial business combination is not completed[96]. - The company may depend on loans from its sponsor or management team to fund its search for a target business if net proceeds from the initial public offering are insufficient[97]. - Write-downs, restructuring, and impairment charges could significantly negatively impact the company's financial condition and the value of its securities post-combination[99]. - Stockholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares[103]. - The company may face challenges in obtaining additional financing for the initial business combination, which could lead to restructuring or abandonment of the transaction[141]. - The liquidity condition raises substantial doubt about the company's ability to continue as a going concern, with no adjustments made to asset or liability carrying amounts if liquidation is required[169]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[184]. - The trust account may be reduced below $10.00 per public share due to third-party claims, affecting the redemption amount for stockholders[209]. - The sponsor is liable for claims that reduce the trust account funds below $10.00 per public share, but may not have sufficient funds to satisfy these obligations[210]. Business Combination Challenges - The company may only complete one business combination with the proceeds from its initial public offering, leading to a lack of diversification and increased risks[123]. - Increased competition for attractive targets may raise costs and complicate the ability to find suitable acquisition opportunities[127]. - The company may enter into a business combination with a target that does not meet its general criteria and guidelines, which could affect the success of the combination[109]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues and intense competition[110]. - Geopolitical tensions, such as the invasion of Ukraine and the Israel-Hamas conflict, may adversely affect the company's search for a business combination[147]. - Financial statement requirements may limit the pool of potential target businesses, as some may be unable to provide necessary disclosures in time[149]. - The company may face challenges in assessing the management capabilities of prospective target businesses, which could negatively impact post-combination operations[118]. - The company may face additional risks and complexities if pursuing a business combination with operations outside the United States, including currency fluctuations and compliance with foreign regulations[160]. - The review process by government entities could delay the initial business combination, impacting the company's operational timeline[232]. Shareholder and Stockholder Considerations - The company’s sponsor purchased 7,187,500 founder shares for a capital contribution of $25,000, representing approximately 92.6% of outstanding shares[120]. - Initial stockholders control approximately 92.6% of the outstanding common stock, influencing the election of directors and other significant actions[143]. - There is no specified maximum redemption threshold, allowing the company to complete a business combination even if a substantial majority of stockholders disagree[133]. - The company’s amended and restated certificate of incorporation restricts stockholders from redeeming more than 15% of their shares without prior consent during the initial business combination[176]. - The company may issue a substantial number of new shares in a business combination, potentially diluting existing stockholders' ownership[132]. - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could significantly dilute the equity interest of existing investors[182]. - The potential issuance of additional shares upon exercise of warrants could make the company a less attractive acquisition vehicle[192]. - The company’s securities may not qualify as covered securities if it is no longer listed on Nasdaq, leading to state regulation of its securities[175]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete acquisitions, particularly for a blank check company[150]. - The company is subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control[153]. - The company is exempt from certain SEC rules for blank check companies due to having net tangible assets exceeding $5 million[213]. - If deemed an investment company under the Investment Company Act, the company may face compliance burdens and could abandon business combination efforts[215]. - The company has recognized $2,870,720 in excise tax payable related to share redemptions as of December 31, 2023[230]. - A 1% U.S. federal excise tax on stock repurchases will apply to the company starting January 1, 2023, impacting its financial strategy[229]. - The company remains a "smaller reporting company" until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[227]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies[226]. Operational and Management Concerns - Key personnel may not remain with the company after the initial business combination, which could affect operations and profitability[113]. - The company may need to negotiate employment agreements with key personnel, which could create conflicts of interest[116]. - The company does not have full-time employees prior to completing its initial business combination, which may lead to conflicts of interest among its officers and directors[198]. - The company may engage in business combinations with entities affiliated with its sponsor, officers, or directors, raising potential conflicts of interest[205]. - The company’s management team has significant experience, but past performance may not guarantee future success in identifying suitable business combinations[197]. Market and Economic Conditions - Geopolitical events, including the Russia-Ukraine conflict and the Israel-Hamas situation, have created significant economic uncertainty and risks[220][221]. - Inflation has increased in recent years, impacting economic activity and potentially making financing more difficult for the company[223]. - The market for the company’s securities may not fully develop or be sustained, affecting liquidity and price[194]. - The company expects that if its Class A common stock fails to meet Nasdaq's continued listing requirements, its units and warrants will also fail to meet those requirements[172]. Miscellaneous - The company’s amended and restated certificate of incorporation includes provisions that may inhibit takeovers, potentially limiting the price investors are willing to pay for Class A common stock[152]. - The company has 192,374,563 authorized but unissued shares of Class A common stock and 19,860,000 shares of Class B common stock available for issuance as of the date of the Annual Report[181]. - The company issued warrants to purchase 9,583,333 shares of Class A common stock at an exercise price of $11.50 per share[191]. - The company has the ability to redeem outstanding warrants at a price of $0.01 per warrant if the Class A common stock price equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period[188]. - The company may redeem outstanding warrants at a price of $0.10 per warrant if the Class A common stock price equals or exceeds $10.00 on the trading day prior to the redemption notice[189]. - The company’s warrants are classified as liabilities, which may lead to fluctuations in financial results due to changes in fair value[195].
Golden Arrow Merger (GAMC) - 2023 Q3 - Quarterly Report
2023-11-13 16:00
Business Combination and Agreements - The company entered into a Business Combination Agreement with Bolt Threads, with an aggregate equity consideration of $250,000,000[139][141]. - The company plans to extend the deadline for consummating a Business Combination to September 19, 2024, pending stockholder approval[151]. - The company plans to extend the Termination Date for the business combination up to December 19, 2023[173]. Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $881,650, with operational costs amounting to $914,406[153]. - For the nine months ended September 30, 2023, the company had a net income of $257,309, primarily from interest earned on marketable securities of $2,981,638[154]. - The company has neither engaged in operations nor generated revenues to date, with non-operating income derived from interest on marketable securities[152]. Initial Public Offering (IPO) - The initial public offering generated gross proceeds of $250,000,000, with an additional $37,500,000 from the underwriters' over-allotment option[157][159]. - The company incurred $14,246,969 in IPO-related costs, including $5,000,000 in underwriting fees[158]. - The Sponsor has committed to purchase 800,000 shares of Class A common stock for an aggregate price of $8,000,000[144]. Cash and Investments - As of September 30, 2023, the company held investments in the Trust Account amounting to $22,275,986[163]. - The company withdrew $271,793,225 from the Trust Account for redemption payments and tax obligations through September 30, 2023[163]. - The company had cash of $80,462 as of September 30, 2023, intended for evaluating target businesses and due diligence[165]. - The company had cash used in operating activities of $1,376,750 for the nine months ended September 30, 2023[161]. Debt and Obligations - An aggregate of $1,300,000 was outstanding under three Convertible Promissory Notes as of September 30, 2023[169]. - The company issued an unsecured promissory note to the Sponsor for $567,130 on March 17, 2023, with $504,120 deposited into the Trust Account for Extension Payments[170]. - The company has no long-term debt or capital lease obligations as of September 30, 2023[175]. Management and Concerns - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by the Extended Date[173]. - The company incurred $20,500 in consulting fees for target business search services for the three and nine months ended September 30, 2023[176]. Accounting Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[182].
Golden Arrow Merger (GAMC) - 2023 Q2 - Quarterly Report
2023-08-16 16:00
Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $247,093, consisting of interest earned on marketable securities of $196,773 and a change in fair value of warrant liability of $291,666[139]. - For the six months ended June 30, 2023, the company had a net income of $1,138,959, with interest earned on marketable securities amounting to $2,771,356[140]. - The company had cash used in operating activities of $1,267,642 for the six months ended June 30, 2023[148]. Investments and Cash Position - As of June 30, 2023, the company held investments in the Trust Account totaling $21,916,659[150]. - As of June 30, 2023, the company had cash of $338,615 available for identifying and evaluating target businesses[152]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination[151]. Initial Public Offering and Costs - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 units at $10.00 per unit[143]. - The company incurred $14,246,969 in Initial Public Offering related costs, including $5,000,000 in underwriting fees[144]. - The company issued a total of $1,300,000 in Convertible Promissory Notes, which were valued at par[156]. Business Combination and Deadlines - On March 15, 2023, stockholders approved an extension of the business combination deadline to December 19, 2023, with an aggregate redemption amount of approximately $270,769,687[136]. - The company has until December 19, 2023, to complete a business combination, with a potential mandatory liquidation if unable to raise additional funds[160]. Liabilities and Financial Arrangements - As of June 30, 2023, the company has no off-balance sheet arrangements or long-term liabilities[161]. - The company has no long-term debt or capital lease obligations, with a deferred fee of $10,062,500 payable to underwriters upon successful business combination[162]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[161]. Consulting and Other Expenses - The company incurred $20,500 in consulting fees for target business search services during the three and six months ended June 30, 2023[163]. Accounting and Financial Reporting - Common stock subject to possible redemption is classified as temporary equity, reflecting uncertain future events[166]. - The company accounts for warrants as liabilities, adjusting their fair value at each reporting period[165]. - The adoption of ASU 2020-06 is being assessed, with no significant impact on financial statements anticipated[168]. - The company adopted ASU 2016-13 on January 1, 2023, with no material impact on its financial statements[170]. Going Concern - Management has substantial doubt about the company's ability to continue as a going concern if a business combination does not occur[160].
Golden Arrow Merger (GAMC) - 2023 Q1 - Quarterly Report
2023-05-14 16:00
Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $1,071,496, which included interest earned on marketable securities of $2,574,583[140]. - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying a target company for a Business Combination[139]. - The company has until December 19, 2023, to complete a business combination, with substantial doubt about its ability to continue as a going concern if unable to raise additional funds[160]. Cash and Investments - The company had cash of $992,464 as of March 31, 2023, which will be used primarily for identifying and evaluating target businesses[151]. - As of March 31, 2023, the Trust Account held investments amounting to $21,467,825 after redemptions[149]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination[150]. Initial Public Offering (IPO) - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 units at $10.00 per unit[143]. - The company incurred $14,246,969 in costs related to the Initial Public Offering, including $5,000,000 in underwriting fees[144]. - The holders of 26,649,519 shares of Class A common stock redeemed their shares for cash at a price of approximately $10.16 per share, totaling approximately $270,869,315[146]. Business Combination and Deadlines - The company extended the deadline for consummating a business combination to December 19, 2023, with an option for monthly extensions[135]. - The company has no long-term debt or capital lease obligations, with a deferred fee of $10,062,500 payable to underwriters only upon completion of a business combination[162]. Accounting and Financial Reporting - The company accounts for warrants as liabilities, adjusting their fair value at each reporting period, with changes recognized in the statements of operations[165]. - Common stock subject to possible redemption is classified as temporary equity, presented at redemption value outside of stockholders' deficit[166]. - Net income (loss) per common share is calculated by dividing net income by the weighted average number of common stock outstanding, with accretion associated with redeemable shares excluded from earnings per share[167]. - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[169]. - Management does not anticipate any material effect on financial statements from recently issued accounting standards that are not yet effective[170]. - The company does not have any quantitative and qualitative disclosures about market risk as it is classified as a smaller reporting company[171]. Consulting and Other Expenses - Consulting fees incurred for the three months ended March 31, 2023, amounted to $20,500, with the consulting agreement terminated on February 20, 2023[163]. Off-Balance Sheet Arrangements - As of March 31, 2023, the company has no off-balance sheet arrangements, obligations, assets, or liabilities[161]. Convertible Notes - The company has issued convertible promissory notes totaling $900,000, with a fair value of $109,220 as of March 31, 2023[156].
Golden Arrow Merger (GAMC) - 2022 Q4 - Annual Report
2023-03-30 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40223 GOLDEN ARROW MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 86-1256660 (State or other jurisdiction of incorpo ...
Golden Arrow Merger (GAMC) - 2022 Q3 - Quarterly Report
2022-11-13 16:00
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 September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40223 GOLDEN ARROW MERGER CORP. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or ...
Golden Arrow Merger (GAMC) - 2022 Q2 - Quarterly Report
2022-08-14 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40223 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GOLDEN ARROW MERGER CORP. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or orga ...
Golden Arrow Merger (GAMC) - 2022 Q1 - Quarterly Report
2022-05-15 16:00
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, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40223 GOLDEN ARROW MERGER CORP. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or org ...
Golden Arrow Merger (GAMC) - 2021 Q4 - Annual Report
2022-03-30 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40223 GOLDEN ARROW MERGER CORP. 10 E. 53rd Street, 13th Floor New York, NY 10022 (Address of principal executive offices) (Zip Code) (212) 430-221 ...
Golden Arrow Merger (GAMC) - 2021 Q3 - Quarterly Report
2021-11-11 16:00
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 September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 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 perio ...