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:
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).
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 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 8, 2023, Golden
Arrow Merger Corp. (the “Company”) issued an unsecured promissory note (the “Note”), in the amount of
up to $750,000 to Golden Arrow Sponsor, LLC (the “Sponsor”). The proceeds of the Note, may be drawn down from time to time
prior to the Maturity Date (as defined below) upon request by the Company.
The Note bears no
interest and the principal balance is payable on the date of the consummation of the Company’s initial business combination
(the “Maturity Date”). On or before the Maturity Date, the Sponsor has the option to convert any portion of the
principal outstanding under the Note into warrants (“Working Capital Warrants”) pursuant to the terms of the Note, at a
conversion price of $1.50 per warrant. The terms of the Working Capital Warrants, if any, would be identical to the terms of the
private placement warrants issued by the Company at the time of its initial public offering (the “IPO”), as described in
the prospectus for the IPO dated March 16, 2021 and filed with the U.S. Securities and Exchange Commission, including the transfer
restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which
automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming
immediately due and payable.
The issuance of the Note
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description
of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
Supplement to the
Definitive Proxy Statement
On February 17, 2023,
the Company filed a definitive proxy statement (the “definitive proxy statement”) for the solicitation of proxies in connection
with a special meeting of the Company’s stockholders to be held on March 15, 2023 (the “Special Meeting”) to consider
and vote on, among other proposals, a proposal to extend the date by which the Company has to consummate a business combination (the “Extension”)
for an additional nine months, from March 19, 2023 to December 19, 2023 or such earlier date as determined by the Company’s board
of directors (the “Board”) (such later date, the “Extended Date”, and such proposal, the “Charter Amendment
Proposal”). On March 8, 2023, the Company filed an Amendment and Supplement to the Definitive Proxy Statement to modify the terms
of the Charter Amendment Proposal and to confirm that the proceeds placed in the trust account in connection with the Company’s
initial public offering and any Extension Payments, as well as any interest earned thereon (collectively, the “IPO Funds”),
will not be used to pay for any excise tax payable pursuant to the Inflation Reduction Act of 2022 (the “IR Act”). The Company
further seeks to clarify its treatment and planned use of the funds held in the trust account. Accordingly, the Company has determined
to further amend and supplement the definitive proxy statement as described in this Current Report on Form 8-K.
SECOND AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE
PROXY STATEMENT
1. Certain
disclosure on page 2 of the Notice of Special Meeting and page 2 of the definitive proxy statement is hereby amended and restated to read
as follows:
Holders of shares of our Class A common stock, par value
$0.0001 per share (“Class A common stock”), included as part of the units sold in the IPO (“public
shares”, and such holders, the “public stockholders”) may elect to redeem all or a portion of their shares for
their pro rata portion of the funds available in the trust account in connection with the Charter Amendment Proposal and the Trust
Amendment Proposal (the “Election”) regardless of whether such public stockholders vote “FOR” or
“AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal, and the Election can also be made by public
stockholders who abstain, do not vote, or do not instruct their broker or bank how to vote, at the special meeting. Public
stockholders may make the Election regardless of whether such public stockholders were holders as of the record date. We believe
that such redemption right protects the public stockholders from having to sustain their investments for an unreasonably long period
if we do not consummate a suitable initial business combination in the timeframe initially contemplated by our charter. In addition,
regardless of whether public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal and the
Trust Amendment Proposal, abstain, do not vote, or do not instruct their broker or bank how to vote, at the special meeting, if the
Charter Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders and the Extension is
implemented, the remaining public stockholders will retain their right to redeem their public shares for their pro rata portion of
the funds available in the trust account upon consummation of an initial business combination.
On August 16, 2022,
the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things,
a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases of stock by publicly traded U.S. domestic corporations
and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemption
of our shares of Class A common stock on or after January 1, 2023, such as the redemptions discussed herein, may be subject to the
Excise Tax. We confirm that the proceeds placed in the trust account in connection with our IPO and any Extension Payments, as well as
any interest earned thereon (collectively, the “IPO Funds”), will not be used to pay for any Excise Tax payable pursuant to
the IR Act.
In
addition, until the earliest of (a) the consummation of our initial business combination, (b) the liquidation of the trust
account and (c) 24 months from the anniversary of the effective date of the registration statement relating to the our initial public
offering, we will maintain the investment of funds held in the trust account in U.S. government securities within the meaning set forth
in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
of 185 days or less or in money market funds investing solely in United States government treasury obligations and meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act (or any successor rule). In the
event that the Extension is implemented as described in this definitive proxy statement, then following the 24-month anniversary of the
effective date of the registration statement relating to our initial public offering, the Company plans to maintain the remaining amount
in the trust account in an interest-bearing demand deposit account at a bank, which is currently expected to yield approximately 3.5%
per annum.
2. Certain
disclosure on page 16 of the definitive proxy statement under the “Risk Factors” section is hereby amended and restated to
read as follows:
If we instruct the trustee to liquidate the securities held in the
trust account and instead to hold the funds in the trust account in cash in order to seek to mitigate the risk that we could be deemed
to be an investment company for purposes of the Investment Company Act , we would likely receive minimal interest, if any, on the funds
held in the trust account, which would reduce the dollar amount the public stockholders would receive upon any redemption or liquidation
of the Company.
The funds in the trust account
have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money
market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under
the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under
the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, we may, at any time, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement,
instruct the trustee with respect to the trust account to liquidate the U.S. government treasury obligations or money market funds
held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of an initial
business combination or liquidation of the Company. Following such liquidation of the securities held in the trust account, we would
likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held
in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any
decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce
the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company. As of the date of
this proxy statement, we have not yet made any such determination to liquidate the securities held in the trust account.
In addition, even prior
to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company.
The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market
funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered
an unregistered investment company, in which case we may be required to liquidate the Company. In the event that the Extension is implemented
as described in this definitive proxy statement, then following the 24-month anniversary of the effective date of the registration statement
relating to our initial public offering, the Company plans to maintain the remaining amount in the trust account in an interest-bearing
demand deposit account at a bank, which is currently expected to yield approximately 3.5% per annum. Accordingly, we may determine,
in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary, and
instead hold all funds in the trust account in cash, which would further reduce the dollar amount the public stockholders would receive
upon any redemption or liquidation of the Company.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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: |
/s/ Timothy Babich |
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Name: |
Timothy Babich |
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Title: |
Chief Executive Officer |
Date: March 10, 2023
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