UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
|
|
|
|
|
(Check One):
|
|
☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
|
|
|
|
|
|
|
For Period Ended: September 30, 2021
|
|
|
|
|
|
|
☐ Transition Report on Form 10-K
|
|
|
|
|
|
|
☐ Transition Report on Form 20-F
|
|
|
|
|
|
|
☐ Transition Report on Form 11-K
|
|
|
|
|
|
|
☐ Transition Report on Form 10-Q
|
|
|
|
|
|
|
☐ Transition Report on Form N-SAR
|
|
|
|
|
|
|
For the Transition Period Ended:
|
|
|
|
|
|
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
N/A
PART I — REGISTRANT
INFORMATION
Golden Falcon Acquisition Corp.
Full Name of Registrant
N/A
Former Name if Applicable
850 Library Avenue, Suite 204
Address of Principal Executive Office (Street and Number)
Newark, Delaware 19711
City, State and Zip Code
PART II — RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
|
|
|
|
|
|
|
☒
|
|
(a)
|
|
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|
|
|
(b)
|
|
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
|
|
|
(c)
|
|
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART III —
NARRATIVE
State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed).
Golden Falcon Acquisition Corp. (the “Company”)
has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”) by the prescribed due date because the Company
needed additional time to finalize the Company’s financial statements to be included in its Form 10-Q. In light of recent comment letters issued by the U.S. Securities and Exchange Commision (the "SEC"), the Company’s management 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 December 2020. 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 June 30, 2021, it had improperly valued its Class A common stock subject to possible redemption. As a result, the Company’s management has noted a reclassification error related to temporary equity and permanent equity.
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.
In connection with this determination, the Company has considered the change to the Company’s financial statements that will result from the
classification of all Public Shares as temporary equity on the Company’s balance sheet. The classification of all Public Shares as temporary equity and the resulting effect on the Company’s financial statements to be included in the
Company’s Q3 Form 10-Q, as well as the restatements of the Company’s previously issued (i) audited balance sheet as of December 22, 2020, as previously restated in the Company’s amended Annual Report on Form 10-K filed with the SEC on
May 27, 2021 (the “Form 10-K/A”), (ii) audited financial statements included in the Company’s Form 10-K/A, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2021, filed with the SEC on May 27, 2021, and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August
16, 2021, to classify all Public Shares as temporary equity, has caused a delay in the completion of the Q3 Form 10-Q.
PART IV — OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
|
Name and telephone number of person to contact in regard to this notification
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Makram Azar
|
|
|
|
(970)
|
|
|
|
315-2644
|
|
|
|
|
|
(Name)
|
|
|
|
(Area Code)
|
|
|
|
(Telephone Number)
|
|
|
|
|
|
(2)
|
|
|
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
|
|
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☐ Yes ☒ No
|
|
|
|
|
|
|
|
|
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
|
Golden Falcon Acquisition Corp.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
|
November 16, 2021
|
|
|
|
By:
|
|
|
|
/s/ Makram Azar
|
|
|
|
|
|
|
|
|
|
|
|
Makram Azar, Chief Executive Officer
|
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the
representative’s authority to sign on behalf of the registrant shall be filed with the form.
|
|
|
|
|
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
