Current Report Filing (8-k)
December 08 2021 - 4:31PM
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2021-12-07
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2021-12-07
2021-12-07
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GAMC:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): December 7, 2021
Golden Arrow Merger
Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-40223
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86-1256660
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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10 E. 53rd Street, 13th Floor
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New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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(212) 430-2214
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A Common Stock and one-third of one redeemable Warrant
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GAMCU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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GAMC
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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GAMCW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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.
Item 4.02.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In light of recent comment letters issued
by the U.S. Securities and Exchange Commission (the “SEC”), the management of Golden Arrow Merger Corp. (the “Company”)
has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of its redeemable
shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in
the Company’s initial public offering (the “IPO”) in March 2021. The Company has determined that, at the closing of
its IPO, and in all of its subsequent periodic reports filed with the SEC, through and including the Form 10-Q for the quarterly
period ended September 30, 2021, it had improperly valued its Class A common stock subject to possible redemption. The Company
previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share
of Class A common stock, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001.
Management determined that the Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered
outside of the Company’s control. Therefore, management concluded that the redemption value should include all Class A common
stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to its redemption
value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity as of the IPO
date and all subsequent reporting periods. This resulted in a restatement to the initial carrying value of the Class A common stock
subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated
deficit and Class A common stock.
As a result of the foregoing, on December
7, 2021, the audit committee of the Company’s board of directors concluded, after discussion with the Company’s management,
that the Company’s previously issued (i) audited balance sheet as of March 19, 2021, as previously restated in the Company’s
quarterly report on Form 10-Q for the quarterly period ended March 31, 2021 (the “Q1 Form 10-Q”), filed with the SEC on June
4, 2021, (ii) unaudited interim financial statements and other financial data included in the Q1 Form 10-Q, (iii) unaudited interim financial
statements and other financial data included in the Company’s quarterly report on Form 10-Q for the quarterly period ended June
30, 2021 (the “Q2 Form 10-Q”), filed with the SEC on August 16, 2021 and (iv) unaudited interim financial statements and other
financial data included in the quarterly report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”),
filed with the SEC on November 12, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares
as temporary equity and should no longer be relied upon. As such, the Company intends to restate its financial statements for the Affected
Periods in Amendment No. 1 to the Company’s Q3 Form 10-Q, to be filed with the SEC (the “Q3 Form 10-Q/A”).
The Company’s management has concluded
that in light of the error described above, a material weakness exists in the Company’s internal control over financial reporting
related to the Company’s accounting for complex financial instruments and that, because of this material weakness, the Company’s
disclosure controls and procedures were not effective as of September 30, 2021. The Company’s remediation plan with respect
to such material weakness will be described in more detail in the Q3 Form 10-Q/A.
The Company does not expect any of the above
changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.
The Company has discussed the
matters disclosed in this Current Report on Form 8-K with its independent registered public accounting firm, WithumSmith+Brown, PC.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Golden Arrow Merger Corp.
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By:
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/s/ Timothy Babich
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Name:
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Timothy Babich
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Title:
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Chief Executive Officer
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Date: December 8, 2021
2
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