Item 1.01. Entry into a Material Definitive Agreement.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 to the extent required herein. As
approved by its stockholders at the special meeting (defined below), on
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03 to the extent required herein. As
approved by its stockholders at the special meeting, on
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The final results for each of the matters submitted to a vote of the Company's stockholders at the special meeting are as follows:
1. Charter Amendment Proposal
The stockholders approved the proposal to amend the Company's Charter (the
"Charter Amendment") , to extend the date by which the Company has to consummate
a business combination (the "Extension") for an additional six months, from
BROKER NON- FOR AGAINST ABSTAIN VOTES 30,849,816 885,387 155,025 6,363,593
2. Trust Amendment Proposal
The stockholders approved the proposal to amend the Investment Management Trust
Agreement, dated as of
BROKER NON- FOR AGAINST ABSTAIN VOTES 30,849,616 885,387 155,225 6,363,593
3. Director Proposal
The stockholders approved the proposal to re-elect two directors to the Board, with each such director to serve until the second annual meeting of stockholders following the special meeting or until his or her successor is elected and qualified. The voting results were as follows:
BROKER NON- FOR WITHHELD VOTES Isabelle Amiel Azoulai 27,387,372 4,502,856 6,363,593 Mikael Breuer-Weil 31,001,524 888,704 6,363,593
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4. Auditor Ratification Proposal
The stockholders approved the proposal to ratify the selection by the Company's
audit committee of
BROKER NON- FOR AGAINST ABSTAIN VOTES 37,308,446 677,267 268,108 0
As there were sufficient votes to approve the proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to stockholders.
Item 8.01. Other Events.
In connection with the votes to approve the Extensions, the holders of
30,291,421 shares of Class A common stock of the Company properly exercised
their right to redeem their shares for cash at a redemption price of
approximately
Item 9.01. Financial Statements and Exhibits
(c) Exhibits: Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation ofGolden Falcon Acquisition Corp. , datedDecember 20, 2022 . 10.1 Amendment to the Investment Management Trust Agreement, datedDecember 20, 2022 , by and betweenGolden Falcon Acquisition Corp. andContinental Stock Transfer & Trust Company . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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