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 Q4 - Annual Report