Golden Arrow Merger Corp. Files Amendment to Annual Report

TL;DR

<b>Golden Arrow Merger Corp. has filed an amendment to its 2023 annual report on Form 10-K.</b>

AI Summary

Golden Arrow Merger Corp. (BSLKW) filed a Amended Annual Report (10-K/A) with the SEC on April 23, 2024. Amendment No. 1 to Form 10-K filed for the fiscal year ended December 31, 2023. The company is incorporated in Delaware and has its principal executive offices in New York, NY. Class A common stock (GAMC), warrants (GAMCW), and units (GAMCU) are registered on The Nasdaq Stock Market LLC. Golden Arrow Merger Corp. is not a well-known seasoned issuer and is a non-accelerated filer. The filing indicates the company has submitted all required reports for the preceding 12 months and 90 days.

Why It Matters

For investors and stakeholders tracking Golden Arrow Merger Corp., this filing contains several important signals. This amendment suggests potential updates or corrections to the original annual filing, which could impact investor understanding of the company's financial and operational status for the fiscal year 2023. The filing confirms the company's securities are listed on Nasdaq, providing a key reference point for investors tracking its market performance.

Risk Assessment

Risk Level: low — Golden Arrow Merger Corp. shows low risk based on this filing. The filing is an amendment to a 10-K, indicating it's a procedural update rather than a new event, thus posing low immediate risk.

Analyst Insight

Review the specific changes in Amendment No. 1 to the 10-K filing to understand any updated disclosures regarding Golden Arrow Merger Corp.'s financial or operational status.

Key Numbers

• 10-K/A — Form Type (Amendment No. 1 to Form 10-K)
• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 001-40223 — Commission File Number (Registrant's commission file number)
• GAMC — Trading Symbol (Class A common stock)
• GAMCW — Trading Symbol (Warrants)
• GAMCU — Trading Symbol (Units)

Key Players & Entities

• Golden Arrow Merger Corp. (company) — Filer name and exact name of registrant
• Nasdaq Stock Market LLC (company) — Name of each exchange on which registered
• 2023 (date) — Fiscal year ended
• 2024-04-23 (date) — Filed as of date

FAQ

Industry Context

The filing pertains to a SPAC (Special Purpose Acquisition Company) which is in the process of identifying and merging with a target company.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 13 or 15(d), requiring annual reports.

What Investors Should Do

1. Review the specific amendments made in this 10-K/A filing.
2. Monitor future filings for updates on Golden Arrow Merger Corp.'s business activities and potential merger targets.
3. Track the trading performance of GAMC, GAMCW, and GAMCU on the Nasdaq.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the annual report
• 2024-04-23: Filing Date — Date of the amended 10-K filing

Year-Over-Year Comparison

This is an amended filing (10-K/A), indicating updates or corrections to the previously filed annual report for the fiscal year ended December 31, 2023.

Key Financial Figures

• $0.0001 — Which Registered Class A common stock, $0.0001 par value per share GAMC The Nasdaq Sto
• $25,000 — er shares for a capital contribution of $25,000. In February 2021, our sponsor transfer
• $25,000 b — he initial investment in the company of $25,000 by our sponsor, we had no assets, tangibl
• $10.71 — at a redemption price of approximately $10.71 per share, for an aggregate redemption
• $16.3 m — gate redemption amount of approximately $16.3 million, leaving approximately $6.2 milli
• $6.2 million — ly $16.3 million, leaving approximately $6.2 million in the trust account. See "First Extens
• $250,000,000 — 000 units, generating gross proceeds of $250,000,000. Each unit consists of one share of Cla
• $11.50 — A common stock at an exercise price of $11.50 per share. Simultaneously with the cons
• $1.50 — t warrants to our sponsor at a price of $1.50 per private placement warrant, generati
• $6,750,000 — ant, generating total gross proceeds of $6,750,000. On May 6, 2021, the underwriters exer
• $10.00 — 000 units at a public offering price of $10.00 per unit. In addition, we consummated t
• $750,000 — t warrant, generating gross proceeds of $750,000. After giving effect to the exercise an
• $287,500,000 — ering, with aggregate gross proceeds of $287,500,000. A total of $287,500,000 (or $10.00 pe
• $21.3 million — lementation of the First Extension, the $21.3 million of remaining trust funds were deposited
• $100,000 — able and for dissolution expenses up to $100,000, as applicable. Our units began tradin

Filing Documents

• ea0203310-10ka1_golden.htm (10-K/A) — 1062KB
• ea020331001ex10-17_golden.htm (EX-10.17) — 21KB
• ea020331001ex10-20_golden.htm (EX-10.20) — 32KB
• ea020331001ex10-21_golden.htm (EX-10.21) — 23KB
• ea020331001ex31-1_golden.htm (EX-31.1) — 11KB
• ea020331001ex32-1_golden.htm (EX-32.1) — 4KB
• ea020331001ex97_golden.htm (EX-97.1) — 34KB
• 0001213900-24-035055.txt (&nbsp;) — 5245KB
• gamc-20231231.xsd (EX-101.SCH) — 57KB
• gamc-20231231_cal.xml (EX-101.CAL) — 30KB
• gamc-20231231_def.xml (EX-101.DEF) — 270KB
• gamc-20231231_lab.xml (EX-101.LAB) — 411KB
• gamc-20231231_pre.xml (EX-101.PRE) — 260KB
• ea0203310-10ka1_golden_htm.xml (XML) — 438KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 12 Item 1B. Unresolved Staff Comments 47 Item 1C. Cybersecurity 47 Item 2.

Properties

Properties 47 Item 3.

Legal Proceedings

Legal Proceedings 47 Item 4. Mine Safety Disclosures 47 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48 Item 6. [Reserved] 48 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 49 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 54 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 54 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 54 Item 9A.

Controls and Procedures

Controls and Procedures 54 Item 9B. Other Information 55 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 55 PART III Item 10. Directors, Executive Officers and Corporate Governance 56 Item 11.

Executive Compensation

Executive Compensation 60 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61 Item 13. Certain Relationships and Related Transactions, and Director Independence 62 Item 14. Principal Accountant Fees and Services 64 PART IV Item 15. Exhibits and Financial Statement Schedules 65 Item 16. Form 10-K Summary 66

SIGNATURES

SIGNATURES 67 i CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K or unless the context otherwise requires, references to: "amended and restated certificate of incorporation" are to our certificate of incorporation in effect as of the date hereof; "common stock" are to our Class A common stock and our Class B common stock; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; "founder shares" are to shares of our Class B common stock and the shares of our Class A common stock issued upon the conversion thereof; "Golden Arrow," "we," "us," "our" or the "company" are to Golden Arrow Merger Corp., a Delaware corporation; "initial stockholders" are to our sponsor and the other holders of our founder shares prior to our initial public offering; "management" or our "management team" are to our officers and directors; "private placement warrants" are to the warrants issued in a private placement simultaneously with the closing of our initial public offering; "public shares" are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a "public stockholder" shall only exist with respect to such public shares; "public warrants" are to (1) our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and (2) any private

BUSINESS

ITEM 1. BUSINESS General We are a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector, or geography, we initially focused our search on identifying a prospective target business in the healthcare or healthcare-related infrastructure industries in the United States and other developed countries, but remained open to evaluating other potential targets. In January 2021, our sponsor purchased 7,187,500 founder shares for a capital contribution of $25,000. In February 2021, our sponsor transferred 35,000 founder shares to each of our directors. Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per-share purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Up to 937,500 founder shares were subject to forfeiture by our initial stockholders depending on the extent to which the underwriters' over-allotment option was exercised so that the number of founder shares would remain equal to 20% of our common stock after our initial public offering. The over-allotment option was exercised in full on May 6, 2021; thus, these shares are no longer subject to forfeiture. In connection with the votes to approve the Second Extension (as defined herein), the holders of 1,522,544 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.71 per share, for an aggregate redemption amount of approximately $16.3 million, leaving approximately $6.2 million in the trust account. See "First Extension" and "Second Extension"

View Full Filing

View this 10-K/A filing on SEC EDGAR