Golden Arrow Merger (GAMC)
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Golden Arrow Merger (GAMC) - 2022 Q4 - Annual Report
2023-03-30 16:00
Financial Condition and Capital Needs - The company expects to incur significant costs in pursuit of its acquisition plans and may depend on loans from affiliates if funds outside the trust account are insufficient[89]. - Upon closing of the initial public offering, the company believes available funds will allow operations for at least 24 months, but this estimate may not be accurate[90]. - If the net proceeds from the initial public offering are insufficient, the company may rely on loans from the sponsor or management team to fund its search for a target business[91]. - The company may need to seek additional capital through loans or may be forced to liquidate if it cannot complete its initial business combination[92]. - The company faces substantial doubt about its ability to continue as a "going concern" due to liquidity conditions and mandatory liquidation[157]. - The company must maintain a minimum stockholders' equity of $2,500,000 and a minimum of 300 public holders to continue listing its securities on Nasdaq[158]. - The company may face challenges in obtaining additional financing for business combinations, which could lead to restructuring or abandonment of proposed transactions[130]. - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and stockholder value[172]. - The company may face limitations on its ability to pay dividends and obtain additional financing if it incurs debt[173]. Business Combination Risks - Post-combination, the company may face write-downs or impairments that could negatively impact financial condition and stockholder value[93]. - If bankruptcy occurs after distributing trust account proceeds, stockholders may face claims for recovery of those proceeds[94]. - The company may be held liable for claims by third parties against it to the extent of distributions received by stockholders upon redemption of shares[96]. - The registration rights granted to initial stockholders may complicate the completion of the initial business combination and adversely affect the market price of Class A common stock[98]. - The company is not limited to evaluating target businesses in specific industries or geographic areas, making it difficult to assess the merits or risks of potential acquisitions[99]. - The company may pursue acquisitions outside of management's areas of expertise, which could hinder the evaluation of significant risk factors[100]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues and intense competition[102]. - If the initial business combination is not completed, public stockholders may receive approximately $10.00 per share or less upon liquidation of the trust account[105]. - Increased competition among special purpose acquisition companies may make attractive targets scarcer and could raise the costs of initial business combinations[119]. - Changes in the market for directors and officers liability insurance could complicate negotiations for initial business combinations and increase costs[121]. - The company may attempt to complete multiple business combinations simultaneously, which could hinder the ability to finalize any initial business combination[117]. - The company may not maintain control of a target business after the initial business combination, potentially affecting management's ability to operate profitably[124]. - There is no specified maximum redemption threshold, allowing the company to complete a business combination even if a substantial majority of stockholders disagree[125]. - Amendments to the company's charter or governing instruments may be made with the approval of at least 65% of outstanding common stock, facilitating easier completion of business combinations[127]. - Initial stockholders control approximately 77.4% of the outstanding common stock, influencing the election of directors and other significant actions[132]. Regulatory and Compliance Challenges - Compliance with the Sarbanes-Oxley Act may increase the time and costs of completing an acquisition, requiring substantial financial and management resources[140]. - The development of internal controls to comply with the Sarbanes-Oxley Act may increase the time and costs necessary to complete acquisitions[141]. - The company is exempt from certain SEC rules for blank check companies due to having net tangible assets exceeding $5 million at IPO[202]. - Proposed SEC rules could impose additional disclosure requirements and increase costs related to business combinations involving SPACs[207]. - The company is classified as an emerging growth company, allowing it to take advantage of reduced disclosure obligations, which may affect investor attractiveness[208]. - The company has not opted out of the extended transition period for new financial accounting standards, potentially complicating financial comparisons with other public companies[209]. - As a smaller reporting company, the company can provide only two years of audited financial statements, which may hinder financial comparisons[210]. Market and Economic Factors - Geopolitical tensions, particularly from the invasion of Ukraine by Russia, may adversely affect the company's search for business combinations and market conditions[136]. - The company may face challenges in completing an initial business combination with a U.S. target company due to potential CFIUS review and regulations[213]. - If the initial business combination is delayed or prohibited by CFIUS, the company may be required to liquidate, potentially returning only $10.00 per public share to stockholders[214]. - The review process by CFIUS could be lengthy, limiting the time available for the company to complete its initial business combination[214]. - The excise tax implications could affect the attractiveness of certain initial business combination opportunities for the company[213]. - The company’s ability to compete for potential targets may be adversely affected due to foreign ownership issues compared to other special purpose acquisition companies[213]. Cybersecurity and Operational Risks - Data privacy and security breaches could lead to operational disruption and financial loss, as the company relies on digital technologies and third-party services[147]. - The company may not have sufficient resources to protect against cyber incidents, which could adversely affect its business and lead to reputational harm[148]. Shareholder and Stock Structure - The company has authorized the issuance of up to 200 million shares of Class A common stock, with 190,852,019 shares available for issuance as of the report date[168]. - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could dilute existing stockholders' interests[169]. - The company has not registered shares of Class A common stock issuable upon exercise of warrants, which may limit investors' ability to exercise their warrants[165]. - The company’s unit structure, which includes one-third of one redeemable warrant per unit, may cause the units to be worth less than those of other blank check companies[180]. - The company may face conflicts of interest due to its officers and directors being involved in other business activities[188]. - The company does not have employment agreements or key-man insurance for its officers and directors, which could adversely affect operations if key individuals depart[187]. - The trust account may be reduced below $10.00 per public share due to third-party claims, impacting stockholder redemption amounts[198]. - The sponsor is liable for claims that reduce trust account funds below $10.00 per public share, but may not have sufficient funds to satisfy these obligations[199]. - Public stockholders can only access trust account funds upon completion of the initial business combination or specific redemption events[200]. Warrant and Shareholder Rights - The company issued warrants to purchase 9,583,333 shares of Class A common stock at a price of $11.50 per share[178]. - The company has the ability to redeem outstanding warrants at a price of $0.01 per warrant if the last reported sales price of Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period[175]. - The company may redeem outstanding warrants at a price of $0.10 per warrant if the last reported sale price of Class A common stock equals or exceeds $10.00 per share on the trading day prior to the notice of redemption[176]. - The company’s warrants are classified as liabilities on the balance sheet, and changes in their value could materially affect financial results[182]. - The company’s financial statements may fluctuate quarterly due to the recurring fair value measurement of warrants, potentially resulting in significant non-cash gains or losses[183]. - The potential issuance of additional shares of Class A common stock upon exercise of warrants could make the company a less attractive acquisition vehicle[179]. - The issuance of additional shares could significantly dilute the equity interest of investors and may adversely affect market prices for its securities[171]. - The public float of Class A common stock may be reduced due to potential purchases by sponsors or affiliates, complicating the maintenance of its securities listing[164].
Golden Arrow Merger (GAMC) - 2022 Q3 - Quarterly Report
2022-11-13 16:00
Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $1,482,941, driven by interest earned on marketable securities of $1,440,695 and changes in fair value of warrant liability and convertible notes[131]. - For the nine months ended September 30, 2022, the company achieved a net income of $7,495,141, with significant contributions from the change in fair value of warrant liability amounting to $6,412,286[132]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[130]. Investments and Cash Position - As of September 30, 2022, the company held investments in the Trust Account totaling $289,095,065, which may be used to complete a Business Combination[140]. - As of September 30, 2022, the company had cash of $355,544 available for operational activities and identifying target businesses[142]. 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[135]. - The company incurred $14,246,969 in costs related to the Initial Public Offering, including $5,000,000 in underwriting fees[136]. Business Combination - The company has until March 19, 2023, to consummate a Business Combination, with a potential extension to March 19, 2024, pending stockholder approval[129][148]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[141]. Financial Instruments and Accounting - Warrants are classified as liabilities at fair value and adjusted at each reporting period, with changes recognized in the statements of operations[152]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' deficit[153]. - Net income per common share is calculated by dividing net income by the weighted average shares of common stock outstanding, with two classes of shares sharing income pro rata[154]. - The adoption of ASU 2020-06, effective after December 15, 2023, is being assessed, but no significant impact on financial statements is anticipated[155]. - Management believes that recently issued accounting standards will not materially affect the condensed financial statements[156]. Debt Obligations - The company has outstanding promissory notes totaling $900,000, which may be converted into warrants at the lender's option[145].
Golden Arrow Merger (GAMC) - 2022 Q2 - Quarterly Report
2022-08-14 16:00
Financial Performance - For the three months ended June 30, 2022, the company reported a net income of $2,345,241, primarily due to a change in fair value of warrant liability of $2,382,072 [123]. - For the six months ended June 30, 2022, the company achieved a net income of $6,012,200, with a significant contribution from the change in fair value of warrant liability amounting to $6,174,345 [124]. Investments and Cash Position - As of June 30, 2022, the company held investments in the Trust Account totaling $287,654,370, which may be used to complete a Business Combination [132]. - As of June 30, 2022, the company had cash of $240,636 available for operational activities and identifying target businesses [134]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 Units at $10.00 per Unit [127]. - Following the Initial Public Offering, the company incurred $14,246,969 in related costs, including $5,000,000 in underwriting fees [128]. Business Combination and Going Concern - The company has until March 19, 2023, to consummate a business combination, raising concerns about its ability to continue as a going concern if unsuccessful [140]. - The company intends to use substantially all funds in the Trust Account for the Business Combination and related operational financing [133]. Debt and Financial Structure - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2022, indicating a clean balance sheet [141]. - The company issued a promissory note to its sponsor allowing for borrowing up to $500,000, which may convert into warrants at the sponsor's discretion [136]. Accounting Standards and Market Risk - The company is assessing the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, but anticipates no significant impact on financial statements [148]. - Management believes that recently issued accounting standards, if adopted, would not materially affect condensed financial statements [149]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies [150].
Golden Arrow Merger (GAMC) - 2022 Q1 - Quarterly Report
2022-05-15 16:00
Financial Performance - For the three months ended March 31, 2022, the company reported a net income of $3,666,959, primarily due to a change in fair value of warrant liability of $3,792,273 [125]. - Cash used in operating activities for the three months ended March 31, 2022 was $330,757, with net income affected by changes in fair value of warrant liability [130]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from the Initial Public Offering of 25,000,000 Units at $10.00 per Unit on March 19, 2021 [127]. - The company incurred $14,246,969 in Initial Public Offering related costs, including $5,000,000 of underwriting fees [128]. - The underwriters are entitled to a deferred fee of $0.35 per unit, totaling $10,062,500, payable only upon completion of a business combination [142]. Trust Account and Cash Position - As of March 31, 2022, the company held investments in the Trust Account amounting to $287,524,093 [132]. - As of March 31, 2022, the company had cash of $535,855 available for identifying and evaluating target businesses [134]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination [133]. Business Combination and Going Concern - The company has until March 19, 2023, to consummate a business combination, raising substantial doubt about its ability to continue as a going concern if unsuccessful [139]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2022 [141].
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 ...
Golden Arrow Merger (GAMC) - 2021 Q2 - Quarterly Report
2021-08-15 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 June 30, 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. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or orga ...
Golden Arrow Merger (GAMC) - 2021 Q1 - Quarterly Report
2021-06-03 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, 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. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or org ...