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 Q4 - Annual Report