GFX.U / Golden Falcon Acquisition Corp. Units, each consisting of one share of Class A and one- - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39816 Golden Falcon Acquisition Corp. (Exact name of registrant as speci

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 1, 2023 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 05, 2023, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 Golden Falcon Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (Com

TERMINATION OF BUSINESS COMBINATION AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION TERMINATION OF BUSINESS COMBINATION AGREEMENT This Termination of Business Combination Agreement, dated as of August 8, 2023 (this “Termination”) is by and among Golden Falcon Acquisition Corp., a Delaware corporation (“Golden Falcon”), MNG Havayollari ve Taşımacılık A.Ş., a joint stock corporation organized under the laws of Turkey (“MNG”), Merlin HoldCo, LL

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GOLDEN FALCON ACQUISITION CORP. June 22, 2023

EX-3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOLDEN FALCON ACQUISITION CORP. June 22, 2023 Golden Falcon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Golden Falcon Acquisition Corp.” The original certificate of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2023 Golden Falcon Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2023 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39816 GOL

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: March 31, 2023 ☐ Tran

NT 10-Q 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: March 31, 2023 ☐ 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 Rep

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2023 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (Commis

Amended and Restated Promissory Note.

EX-10.1 Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, S

MNG Airlines Announces Filing of a Registration Statement on Form F-4 in Connection with its Proposed Business Combination with Golden Falcon Acquisition Corp. (NYSE: GFX)

Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 001-39816 Date: April 13, 2023 MNG Airlines Announces Filing of a Registration Statement on Form F-4 in Connection with

MNG Airlines Announces Filing of a Registration Statement on Form F-4 in Connection with its Proposed Business Combination with Golden Falcon Acquisition Corp. (NYSE: GFX)

425 Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 001-39816 Date: April 13, 2023 MNG Airlines Announces Filing of a Registration Statement on Form F-4 in Connection w

GFX / Golden Falcon Acquisition Corp - Class A / Senator Investment Group LP - GOLDEN FALCON ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Golden Falcon Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 38102H109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate b

Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S.

Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 001-39816 Date: March 31, 2023 MNG Airlines has a global network covering 4 continents and 41 countries through more tha

Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S.

425 Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 001-39816 Date: March 31, 2023 MNG Airlines has a global network covering 4 continents and 41 countries through more

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39816 GOLDEN FAL

Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S.

Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 0001-39816 Date: March 2, 2023 We wanted to update you on the key developments in our business combination with MNG Airl

Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S.

425 Filed by Golden Falcon Acquisition Corp. and MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 0001-39816 Date: March 2, 2023 We wanted to update you on the key developments in our business combination with MNG

MNG Airlines February 2023

EX-99.7 Exhibit 99.7 MNG Airlines February 2023 Disclaimer Disclaimers and Other Important Information This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between MNG Airlines (“MNGA”) and Golden Falcon Acquisition Corp. (“Golden Falcon”

1

EX-99.6 Exhibit 99.6 Important Information About the Proposed Transaction and Where to Find It As previously announced, on December 6, 2022, Golden Falcon Acquisition Corp., a Delaware corporation (“Golden Falcon”), MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (“MNGA”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholl

MNG Airlines Provides Earthquake Aid, Facilitates Donations and Supplies to Turkey-Syria In partnership with the Turkish Ministry of Interior Department of Disaster and Emergency Management, the Turkish Red Crescent, the World Health Organization, Be

EX-99.4 Exhibit 99.4 MNG Airlines Provides Earthquake Aid, Facilitates Donations and Supplies to Turkey-Syria In partnership with the Turkish Ministry of Interior Department of Disaster and Emergency Management, the Turkish Red Crescent, the World Health Organization, Beşiktaş J.K. and the Turkish Pharmacists’ Association, MNG Airlines is working to supply rescue and relief supplies to southeast T

Investor Presentation February 2023

EX-99.5 Exhibit 99.5 Investor Presentation February 2023 Disclaimer Disclaimers and Other Important Information This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between MNG Airlines (“MNGA”) and Golden Falcon Acquisition Corp. (“Golde

MNG Airlines Announces Strong Preliminary Unaudited Financial Results and Operational Highlights for Full Year 2022

EX-99.2 Exhibit 99.2 MNG Airlines Announces Strong Preliminary Unaudited Financial Results and Operational Highlights for Full Year 2022 ISTANBUL, 23 February 2023 –MNG Havayollari ve Tasimacilik A.S. (“MNG Airlines,” “MNGA” or “the Company”), a global logistics provider and e-commerce enabler today announced strong preliminary unaudited financial results and operational highlights for full year 2

Golden Falcon Acquisition Corp. and MNG Airlines Announce Confidential Submission of F-4 Draft Registration Statement for Proposed Business Combination

EX-99.1 Exhibit 99.1 Golden Falcon Acquisition Corp. and MNG Airlines Announce Confidential Submission of F-4 Draft Registration Statement for Proposed Business Combination ISTANBUL, 23 February 2023 – Golden Falcon Acquisition Corp. (“Golden Falcon”) (NYSE: GFX), a special purpose acquisition company, and MNG Havayollari ve Tasimacilik A.S. (“MNG Airlines,” “MNGA” or “the Company”), a global logi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2023 Golden Falcon A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2023 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2023 Golden Falcon A

425 Filed by MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 0001-39816 Date: February 23, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 1

MNG Airlines Announces Approximately $35 Million Dividend for Fiscal Year 2022

EX-99.3 Exhibit 99.3 MNG Airlines Announces Approximately $35 Million Dividend for Fiscal Year 2022 ISTANBUL, 23 February 2023 The board of directors of MNG Havayolları ve Taşımacılık A.Ş. (“MNGA”) has announced its intent to distribute a cash dividend of TRY 662 million (TRY 16.76 per ordinary share), or approximately $35 million ($0.89 per ordinary share) based on the exchange rate from S&P Capi

Amendment to Business Combination Agreement.

EX-2.2 Exhibit 2.2 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of February 14, 2023, by and among MNG Havayolları ve Taşımacılık A.Ş., a joint stock corporation organized under the laws of Turkey (the “Company”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidi

Amendment to Sponsor Support Agreement.

EX-10.8 Exhibit 10.8 AMENDMENT TO SPONSOR SUPPORT AGREEMENT This AMENDMENT TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of February 14, 2023, by and among Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (“Sponsor”), Golden Falcon Acquisition Corp, a Delaware corporation (“GF”), and MNG Havayollari ve Tasimacilik A.S., a joint stock corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 Golden Falcon A

425 1 d396524d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisd

AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

EX-99.1 Exhibit 99.1 AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Amendment”) is made and entered into as of February 14, 2023, by and among MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (the “Company”), and the parties listed on Schedule A to the Registration Rights Agr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 Golden Falcon A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (

GFX / Golden Falcon Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Golden Falcon Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 38102H109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Ch

GFX / Golden Falcon Acquisition Corp / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2022 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (

Certificate of Amendment to the Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE TO AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOLDEN FALCON ACQUISITION CORP. DECEMBER 20, 2022 Golden Falcon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Golden Falcon Acquisition Corp.? The original certifica

Amendment to the Investment Management Trust Agreement, dated December 20, 2022, between the Registrant and Continental Stock Transfer & Trust Company.

EX-10.1 3 d423976dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of December 20, 2022, by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2022 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (

GOLDEN FALCON ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS TO DECEMBER 20, 2022

Exhibit 99.1 GOLDEN FALCON ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS TO DECEMBER 20, 2022 New York, December 16, 2022 ? Golden Falcon Acquisition Corp. (NYSE: GFX.U, GFX, GFX WS) (the ?Company? or ?Golden Falcon?) today announced that the special meeting in lieu of the 2022 annual meeting of stockholders of the Company (the ?Special Meeting?), originally scheduled

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Turkish Carrier MNG Looks to Expand with SPAC Listing Proceeds Logistics company seeking to grow in US while adding planes CEO shrugs off falling demand for air cargo, SPAC merger deals

Filed by MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 0001-39816 Date: December 13, 2022 Turkish Carrier MNG Looks to Expand with SPAC Listing Proceeds Logistics company seeking to grow in US while adding plane

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2022 Golden Falcon Ac

Filed by MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 0001-39816 Date: December 12, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or

Sponsor Support Agreement, dated as of December 6, 2022, among the Registrant, MNG Havayollari ve Tasimacilik A.S., and the Sponsor Parties.

Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of December 6, 2022 (this ?Agreement?), by and among Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (?Sponsor?), Golden Falcon Acquisition Corp, a Delaware corporation (?GF?), and MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (the

SHAREHOLDERS STATEMENT December 6, 2022

Exhibit 99.2 SHAREHOLDERS STATEMENT December 6, 2022 Subject to the fulfillment of all of the obligations of the Parties under the Business Combination Agreement, dated December 6, 2022 (the ?Business Combination Agreement?), by and among the MNG Havayollar? ve Ta??mac?l?k Anonim ?irketi (?Company?), HoldCo, IntermediateCo, FinCo, Merger Sub and GF, each shareholder of the Company, whose names app

Business Combination Agreement, dated as of December 6, 2022, among the Registrant, MNG Havayollari ve Tasimacilik A.S., Merlin HoldCo, LLC, Merlin IntermediateCo, LLC, Merlin FinCo, LLC and Merlin Merger Sub, Inc.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT BY AND AMONG MNG HAVAYOLLARI VE TA?IMACILIK A.?. MERLIN HOLDCO, LLC, MERLIN INTERMEDIATECO, LLC MERLIN FINCO, LLC, MERLIN MERGER SUB, INC., and GOLDEN FALCON ACQUISITION CORP., DATED AS OF DECEMBER 6, 2022 Table of Contents Page Article I The Closing Transactions 4 Section 1.01 Closing 4 Section 1.02 Closing Statement 4 Section 1.03 Clos

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2022 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (C

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

Exhibit 99.1 EXECUTION VERSION REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this ?Agreement?) is made and entered into as of December 6, 2022 and effective as of the Closing Date (as defined in the Business Combination Agreement (as defined below)), except for Section 5.1.1, which shall be effective as of the date hereof, by and among MNG Havayollari ve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2022 Golden Falcon Ac

425 1 d395850d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2022 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdi

1

Exhibit 99.1 MNG Airlines, a Global Logistics Provider and e-Commerce Enabler, Signs Agreement to Go Public on the New York Stock Exchange Through a Business Combination with Golden Falcon Acquisition Corp. ? MNG Airlines is a global logistics provider and e-commerce enabler, servicing over 15,000 corporate customers across 41 countries through over 3,500 flights per year ? Recently announced fina

Partner & Customers Memo

Exhibit 99.5 Partner & Customers Memo When: December 7, 2022 From: Ali Sedat ?zkazanc To: Key Partners & Customers Subject: MNG Airlines is Going Public! Dear Valued Partner, I am pleased to share with you some exciting news about our company. Today we announced that MNG Airlines has entered into a definitive agreement to become a publicly traded company in the U.S. via a business combination with

Golden Falcon Acquisition Corp.

Exhibit 99.3 Golden Falcon Acquisition Corp. December 07, 2022 Dear All, We are pleased to let you know that today we announced that MNG Havayollari ve Tasimacilik A.S. (?MNG Airlines,? ?MNGA? or ?the Company?), a global logistics provider and e-commerce enabler, has entered into a definitive agreement to become publicly traded via a business combination with Golden Falcon Acquisition Corp. (?Gold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2022 Golden Falcon Ac

Filed by MNG Havayollari Tasimacilik A.S. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Golden Falcon Acquisition Corp. Commission File No.: 0001-39816 Date: December 7, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or

My Dear Colleagues,

Exhibit 99.4 My Dear Colleagues, I would like to share an exciting development with you that concerns our company. As Turkey?s first private air cargo company, we have long been ground breakers in Turkish civil aviation, and we have worked to add value to our country?s economy. Today, I am excited to share that we are now on track to achieve a new milestone. Today, we entered into a definitive agr

Disclaimer Disclaimers and Other Important Information This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential b

December 2022 Investor Presentation Exhibit 99.2 Disclaimer Disclaimers and Other Important Information This presentation (this ?Presentation?) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between MNG Airlines (?MNGA?) and Golden Falcon Acquisition Corp. (?Golden Falcon

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2022 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d378556ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRER14A 1 d378556dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39816

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 d378556dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39816 GOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39816 GOL

GFX / Golden Falcon Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Golden Falcon Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 38102H109 (CUSIP Number) March 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39816 GOLDEN FAL

GFX / Golden Falcon Acquisition Corp / ARISTEIA CAPITAL LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Golden Falcon Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38102H109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

JOINT FILING AGREEMENT February 11, 2022

EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there

GFX / Golden Falcon Acquisition Corp / RP Investment Advisors LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Golden Falcon Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 38102H109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

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 ☐

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Promissory Note dated September 13, 2021

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TH

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 16, 2021 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2021 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39816 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39816 GOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 27, 2021 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporation) (Commi

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: March 31, 2021 ☐ Tran

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: March 31, 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 F

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39816 GOLDEN FAL

Description of Securities of the Registrant.

Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following description of the securities of Golden Falcon Acquisition Corp. is a summary and does not purport to be complete. This summary is subject to and qualified in its entirety by reference to the full text of our amended and restated certificate of incorporation and our bylaws, each of which is filed as an exhibit to the Annual Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Golden Falcon Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Golden Falcon Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38102H109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Golden Falcon Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Golden Falcon Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38102H109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriat

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned

Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Joint Filing Agreement (filed herewith).

EXHIBIT 99.1 JOINT FILING AGREEMENT January 22, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Golden Falcon Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Golden Falcon Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 38102H208 (CUSIP Number) January 13, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

Golden Falcon Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Golden Falcon Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 38102H208** (CUSIP Number) December 22, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the

Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2020 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporatio

INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Golden Falcon Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 22, 2020 F-3 Notes to Financial Statement F-4

EX-99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Golden Falcon Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 22, 2020 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Golden Falcon Acquisition Corp. Opi

Form of Indemnity Agreement.

EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2020 Golden Falcon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39816 85-2738750 (State or other jurisdiction of incorporatio

Golden Falcon Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering

EX-99.1 Exhibit 99.1 Golden Falcon Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering NEW YORK, NY, December 17, 2020 – Golden Falcon Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 30,000,000 units, upsized from 25,000,000 units, at $10.00 per unit. The units will be listed on the New York Stock Exchange (“NYSE”) and

Investment Management Trust Agreement, dated December 17, 2020, between the Registrant and Continental Stock Transfer & Trust Company.

EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of December 17, 2020 by and between Golden Falcon Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File Nos. 333-251058 and 333-251448 (“Registration Statement

Registration Rights Agreement, dated December 17, 2020, among the Company, Golden Falcon Sponsor Group, LLC and certain securityholders.

EX-10.5 Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 17, 2020, by and among Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (ea

Golden Falcon Acquisition Corp. Announces Exercise of Underwriters’ Over-Allotment Option, Resulting in an Aggregate $345 Million Being Raised in Its Initial Public Offering

EX-99.2 Exhibit 99.2 Golden Falcon Acquisition Corp. Announces Exercise of Underwriters’ Over-Allotment Option, Resulting in an Aggregate $345 Million Being Raised in Its Initial Public Offering NEW YORK, NY, December 18, 2020 – Golden Falcon Acquisition Corp. (NYSE: GFX.U) (the “Company”) announced today that the underwriters of its previously announced initial public offering have exercised thei

Underwriting Agreement, dated December 17, 2020, between the Company and UBS Securities LLC and Moelis & Company LLC.

EX-1.1 Exhibit 1.1 GOLDEN FALCON ACQUISITION CORP. 30,000,000 Units Underwriting Agreement December 17, 2020 UBS Securities LLC Moelis & Company LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Moelis & Company LLC 399 Park Avenue, 5th Floor New York, New York 10022 Ladies and Gentlemen: G

Amended and Restated Certificate of Incorporation.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOLDEN FALCON ACQUISITION CORP. December 16, 2020 Golden Falcon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Golden Falcon Acquisition Corp.”. The original certificate of incorporation of t

Letter Agreement, dated December 17, 2020, between the Company and each of the executive officers and directors of the Company.

EX-10.2 Exhibit 10.2 December 17, 2020 Golden Falcon Acquisition Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19711 UBS Securities LLC 11 Wall Street New York, New York 10005 Moelis & Company LLC 399 Park Avenue, 5th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Agreement”) is being delivered to you in accordance with the Unde

Administrative Services Agreement, dated December 17, 2020, between the Company and Full Circle Capital Services Limited.

EX-10.6 Exhibit 10.6 GOLDEN FALCON ACQUISITION CORP. 850 Library Avenue, Suite 204 Newark, Delaware 19711 December 17, 2020 Full Circle Capital Services Limited Palladium House 1-4 Argyll Street London W1F 7LD United Kingdom Re: Administrative Services Agreement This letter agreement by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and Full Circle Capital Ser

Golden Falcon Acquisition Corp. Announces Closing of $345 Million Initial Public Offering

EX-99.3 Exhibit 99.3 Golden Falcon Acquisition Corp. Announces Closing of $345 Million Initial Public Offering NEW YORK, NY, December 22, 2020 – Golden Falcon Acquisition Corp. (NYSE: GFX.U) (the “Company”) announced today that it closed its initial public offering of 34,500,000 units, which included the full exercise of the underwriters’ over-allotment option. The offering was priced at $10.00 pe

Warrant Agreement, dated December 17, 2020, between the Registrant and Continental Stock Transfer & Trust Company.

EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT ( “Agreement”) is made as of December 17, 2020 between Golden Falcon Acquisition Corp., a Delaware corporation, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”

Letter Agreement, dated December 17, 2020, between the Company and Golden Falcon Sponsor Group, LLC.

EX-10.1 Exhibit 10.1 December 17, 2020 Golden Falcon Acquisition Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19711 UBS Securities LLC 11 Wall Street New York, New York 10005 Moelis & Company LLC 399 Park Avenue, 5th Floor New York, New York 10022 Re: Initial Public Offering Gentlemen: This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Ag

Private Placement Warrants Purchase Agreement, dated December 17, 2020, between the Company and Golden Falcon Sponsor Group, LLC.

EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This Private Placement Warrants Purchase Agreement (as it may from time to time be amended, “Agreement”), dated as of December 17, 2020, is entered into by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”)

Joint Book-Running Managers UBS Investment Bank Moelis & Company Lead Manager EarlyBirdCapital, Inc. December 17, 2020

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251058 and 333-251448 PROSPECTUS Golden Falcon Acquisition Corp. $300,000,000 30,000,000 Units Golden Falcon Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,

- S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on December 17, 2020 Registration No.

- 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GOLDEN FALCON ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2738750 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide

UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019

UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 December 15, 2020 VIA EDGAR Division of Corporation Finance U.

GOLDEN FALCON ACQUISITION CORP. 850 Library Avenue, Suite 204 Newark, Delaware 19711

GOLDEN FALCON ACQUISITION CORP. 850 Library Avenue, Suite 204 Newark, Delaware 19711 December 15, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Erin Burnett Re: Golden Falcon Acquisition Corp. Registration Statement on Form S-1 Filed December 1, 2020, as amended File No. 333-251058 Dear Ms. Burn

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 14, 2020 Registration No.

- S-1/A

S-1/A As filed with the Securities and Exchange Commission on December 9, 2020 Registration No.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT ( “Agreement”) is made as of [●], 2020 between Golden Falcon Acquisition Corp., a Delaware corporation, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”). WHERE

* * *

Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] December 9, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Erin Purnell Re: Golden Falcon Acquisition Corp. Registration Statement on Form S-1 Filed December 1, 2020 File No. 333-251058 Dear Ms. Purnell: On behalf of Golden Falcon Acquisi

BY LAWS GOLDEN FALCON ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I

EX-3.3 Exhibit 3.3 BY LAWS OF GOLDEN FALCON ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered a

Form of Administrative Services Agreement.**

EX-10.9 Exhibit 10.9 GOLDEN FALCON ACQUISITION CORP. 850 Library Avenue, Suite 204 Newark, Delaware 19711 [●], 2020 Full Circle Capital Services Limited Palladium House 1-4 Argyll Street London W1F 7LD United Kingdom Re: Administrative Services Agreement This letter agreement by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and Full Circle Capital Services Li

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT ( “Agreement”) is made as of [●], 2020 between Golden Falcon Acquisition Corp., a Delaware corporation, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”). WHERE

Consent of Xavier Rolet KBE.**

EX-99.8 Exhibit 99.8 Consent of Director Nominee Golden Falcon Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Golden Falcon Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described

Certificate of Incorporation.**

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GOLDEN FALCON ACQUISITION CORP. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such corporat

Form of Private Placement Warrants Purchase Agreement.**

EX-10.7 Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This Private Placement Warrants Purchase Agreement (as it may from time to time be amended, “Agreement”), dated as of [●], 2020, is entered into by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”). WHEREA

Form of Registration Rights Agreement.**

EX-10.6 Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2020, by and among Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such

Subscription Agreement, dated September 2, 2020, between the Registrant and Golden Falcon Sponsor Group, LLC.

EX-10.5 Exhibit 10.5 Golden Falcon Acquisition Corp. September 2, 2020 Golden Falcon Sponsor Group, LLC RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Golden Falcon Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common S

Form of Letter Agreement between the Registrant and the Sponsor.**

EX-10.1 Exhibit 10.1 [●], 2020 Golden Falcon Acquisition Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19711 UBS Securities LLC 11 Wall Street New York, New York 10005 Moelis & Co. 399 Park Avenue, 5th Floor New York, New York 10022 Re: Initial Public Offering Gentlemen: This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Un

Form of Audit Committee Charter.**

EX-99.1 Exhibit 99.1 GOLDEN FALCON ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. Purpose The purposes of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Golden Falcon Acquisition Corp. (the “Company”) shall be to provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the quality and integrity of the Company’s financial stat

Power of Attorney (included on signature page of the initial filing of this Registration Statement).**

S-1 Table of Contents As filed with the Securities and Exchange Commission on December 1, 2020 Registration No.

Consent of Mikael Breuer-Weil.**

EX-99.5 Exhibit 99.5 Consent of Director Nominee Golden Falcon Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Golden Falcon Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described

Consent of I. Martin Pompadur.**

EX-99.7 Exhibit 99.7 Consent of Director Nominee Golden Falcon Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Golden Falcon Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described

Form of Nominating and Corporate Governance Committee Charter.**

EX-99.3 Exhibit 99.3 GOLDEN FALCON ACQUISITION CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER 1. Purpose The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Golden Falcon Acquisition Corp. (the “Company”) shall be to: (a) identify and to recommend individuals qualified to serve as directors of the Company and o

Form of Compensation Committee Charter.**

EX-99.2 Exhibit 99.2 GOLDEN FALCON ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER 1. Purpose The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Golden Falcon Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-co

Specimen Warrant Certificate.

EX-4.3 Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS GOLDEN FALCON ACQUISITION CORP. CUSIP 38102H 117 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), exp

Specimen Class A Common Stock Certificate.

EX-4.2 Exhibit 4.2 NUMBER SHARES C GOLDEN FALCON ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 38102H 109 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF GOLDEN FALCON ACQUISITION CORP. (the “Company”) transferable on the books

Form of Underwriting Agreement.**

EX-1.1 Exhibit 1.1 GOLDEN FALCON ACQUISITION CORP. 25,000,000 Units Underwriting Agreement [•], 2020 UBS Securities LLC Moelis & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Moelis & Co. 399 Park Avenue, 5th Floor New York, New York 10022 Ladies and Gentlemen: Golden Falcon Acquisition

Specimen Unit Certificate.

EX-4.1 Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS GOLDEN FALCON ACQUISITION CORP. CUSIP 38102H 208 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A c

Consent of Isabelle Amiel Azoulai.**

EX-99.4 Exhibit 99.4 Consent of Director Nominee Golden Falcon Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Golden Falcon Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described

Consent of Dominique D’Hinnin.**

EX-99.6 Exhibit 99.6 Consent of Director Nominee Golden Falcon Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Golden Falcon Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described

Form of Amended and Restated Certificate of Incorporation.**

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOLDEN FALCON ACQUISITION CORP. , 2020 Golden Falcon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Golden Falcon Acquisition Corp.”. The original certificate of incorporation of the Corporat

Form of Letter Agreement among the Registrant and each officer, director and director nominee.**

EX-10.2 Exhibit 10.2 [●], 2020 Golden Falcon Acquisition Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19711 UBS Securities LLC 11 Wall Street New York, New York 10005 Moelis & Co. 399 Park Avenue, 5th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreeme

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of [●], 2020 by and between Golden Falcon Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. [●] (“Registration Statement”) for its initial public offeri

Form of Code of Ethics.**

EX-14 Exhibit 14 GOLDEN FALCON ACQUISITION CORP. CODE OF BUSINESS CONDUCT AND ETHICS 1. Introduction The Board of Directors (the “Board”) of Golden Falcon Acquisition Corp. (the “Company”) has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors, officers and employees (to the extent tha

Promissory Note, dated September 2, 2020, issued to Golden Falcon Sponsor Group, LLC.

EX-10.4 Exhibit 10.4 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO

Form of Indemnity Agreement.**

EX-10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with

This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. As confidentially submitted to the Securities and Exchange Commission on September 15

Table of Contents This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.