Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP: 38102H109
|
1
|
NAME OF REPORTING PERSON
RP Investment Advisors LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
799,999
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
799,999
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
799,999
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% (1)
|
|
12
|
TYPE OF REPORTING PERSON
PN, IA, FI
|
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based
upon 34,500,000 shares of Class A common stock issued and outstanding as of December 22, 2021, as reported by the Issuer in its
amendment to its annual report on Form 10-K/A filed with the Securities and Exchange Commission on December 22, 2021.
|
CUSIP: 38102H109
|
1
|
NAME OF REPORTING PERSON
RP Select Opportunities Master Fund Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
450,904
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
450,904
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,904
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3% (1)
|
|
12
|
TYPE OF REPORTING PERSON
FI
|
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based
upon 34,500,000 shares of Class A common stock issued and outstanding as of December 22, 2021, as reported by the Issuer in its
amendment to its annual report on Form 10-K/A filed with the Securities and Exchange Commission on December 22, 2021.
|
CUSIP: 38102H109
|
1
|
NAME OF REPORTING PERSON
RP Debt Opportunities Fund Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
55,548
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
55,548
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,548
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (1)
|
|
12
|
TYPE OF REPORTING PERSON
FI
|
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based
upon 34,500,000 shares of Class A common stock issued and outstanding as of December 22, 2021, as reported by the Issuer in its
amendment to its annual report on Form 10-K/A filed with the Securities and Exchange Commission on December 22, 2021.
|
CUSIP: 38102H109
|
1
|
NAME OF REPORTING PERSON
RP Alternative Global Bond Fund
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
24,514
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
24,514
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,514
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1)
|
|
12
|
TYPE OF REPORTING PERSON
FI
|
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based
upon 34,500,000 shares of Class A common stock issued and outstanding as of December 22, 2021, as reported by the Issuer in its
amendment to its annual report on Form 10-K/A filed with the Securities and Exchange Commission on December 22, 2021.
|
CUSIP: 38102H109
|
1
|
NAME OF REPORTING PERSON
RP SPAC Fund
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
269,033
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
269,033
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,033
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% (1)
|
|
12
|
TYPE OF REPORTING PERSON
FI
|
|
|
(1)
|
This calculation is rounded to the nearest tenth and is based
upon 34,500,000 shares of Class A common stock issued and outstanding as of December 22, 2021, as reported by the Issuer in its
amendment to its annual report on Form 10-K/A filed with the Securities and Exchange Commission on December 22, 2021.
|
ITEM
1(a): Name of Issuer:
Golden Falcon Acquisition
Corp. (the “Issuer”)
ITEM
1(b): Address of Issuer’s Principal Executive Offices:
850 Library Avenue,
Suite 204, Newark, DE 19711
ITEM
2(a): Name of Person Filing:
This statement is jointly
filed by and on behalf of each of RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund
Ltd., RP Alternative Global Bond Fund and RP SPAC Fund. RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd.,
RP Alternative Global Bond Fund and RP SPAC Fund (the “Funds”) are the record and direct beneficial owners of the securities
covered by this statement. RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities
owned by, the Funds.
Each reporting person
declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is,
for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this
statement.
Each of the reporting
persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section
13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose,
(i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate,
or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the
Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
ITEM
2(b): Address of Principal Business Office or, if None, Residence:
The address of the
principal business office of each of the reporting persons is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3.
ITEM
2(c): Citizenship:
See Item 4 on the cover
page(s) hereto.
ITEM
2(d): Title of Class of Securities:
Class A common stock
ITEM
2(e): CUSIP Number:
38102H109
ITEM
3: If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a)
|
|
☐
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
(b)
|
|
☐
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
(c)
|
|
☐
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
(d)
|
|
☐
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
|
|
(e)
|
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
|
☐
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
(i)
|
|
☐
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
|
|
|
|
(j)
|
|
☐
|
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
|
(k)
|
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable.
ITEM
4: Ownership.
(a) Amount Beneficially Owned: See
Item 9 on the cover page(s) hereto.
(b) Percent of Class: See Item 11
on the cover page(s) hereto.
(c) Number of Shares as to which such
person has:
(i) Sole power to vote or to direct
the vote: See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct
the vote: See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct
the disposition of: See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct
the disposition of: See Item 8 on the cover page(s) hereto.
|
|
*
|
The Class A common stock, par value $0.0001 per share (the “Shares”)
of Golden Falcon Acquisition Corp., a blank check company incorporated in Delaware (the “Issuer”), reported herein are held
by RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP SPAC Fund (the “Funds”),
which are managed by RP Investment Advisors LP, an Ontario limited partnership (the “Advisor”). The Advisor, in its capacity
as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all Shares held by the Funds.
Accordingly, for the purposes of Reg. Section 240.13d-3, the Advisor may be deemed to beneficially own an aggregate of 799,999 Shares,
or 2.3% of the 34,500,000 Shares issued and outstanding as of December 22, 2021, as reported by the Issuer in its amendment to its annual
report on Form 10-K/A filed with the Securities and Exchange Commission on December 22, 2021.
|
This report shall not be deemed an admission that the Advisor, the
Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange
Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported
herein except to the extent of the reporting person’s pecuniary interest therein.
ITEM
5: Ownership of Five Percent or Less of a Class:
If this statement is being
filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent
of the class of securities, check the following ☒.
ITEM
6: Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
ITEM
7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
Not applicable.
ITEM
8: Identification and Classification of Members of the Group:
Not applicable.
ITEM
9: Notice of Dissolution of a Group:
Not applicable.
ITEM
10: Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Dated: February 11, 2022
|
RP Investment Advisors LP
|
|
|
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
|
Name: Richard Pilosof
|
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
|
|
|
|
|
|
RP Select Opportunities Master Fund Ltd.
|
|
|
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
|
Name: Richard Pilosof
|
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
|
|
|
|
|
|
RP Debt Opportunities Fund Ltd.
|
|
|
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
|
Name: Richard Pilosof
|
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
|
|
|
|
|
|
RP ALTERNATIVE GLOBAL BOND FUND
|
|
|
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
|
Name: Richard Pilosof
|
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
|
|
|
|
|
|
RP SPAC FUND
|
|
|
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
|
Name: Richard Pilosof
|
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
EXHIBIT INDEX
11
