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As filed with the Securities and Exchange Commission on April 10, 2023

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MNG HAVAYOLLARI VE TASIMACILIK A.S.

(Exact name of registrant as specified in its charter)

 

 

MNG Airlines

and Transportation

(Translation of registrant name into English)

 

 

 

Turkey   4513   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

MNG Havayollari ve Tasimacilik A.S.

Headquarter WOW Convention Center İDTM

Yesilkoy/Bakirkoy, İstanbul/Turkey 34149

Telephone: +90 212 465 0500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Nehir Yardimci

800 Connecticut Ave. N.W. Suite: 888 Washington D.C. 20006

Telephone: +1(202) 855-1112

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to of all communications, including communications sent to agent for service, should be sent to:

 

Elliot Smith, Esq.

Matthew Kautz,

Esq

White & Case LLP

1221 Avenue of the

Americas

New York, NY

10020

Tel: (212) 819-8200

 

Alan I. Annex, Esq.

Jason T. Simon,

Esq.

Greenberg Traurig,

LLP

1750 Tysons

Boulevard

Suite 1000

McLean, VA 22102

Tel: (703) 749-1300

 

Emre Ulcaylı

Goksu Safi Isik

Attorney

Partnership

iTower Bomonti

Merkez Mahallesi

Akar Cad. No: 3

Kat: 26-27

34381 Bomonti,

Sisli / İstanbul

Turkey

Tel: + 90 212 381 8000


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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED APRIL 10, 2023

PROXY STATEMENT FOR THE SPECIAL MEETING OF

GOLDEN FALCON ACQUISITION CORP.

PROSPECTUS FOR

12,833,579 ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES

26,150,000 WARRANTS TO PURCHASE ORDINARY SHARES AND

26,150,000 ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES ISSUABLE UPON THE EXERCISE OF WARRANTS OF

MNG Havayollari ve Tasimacilik A.S.

 

 

To the Stockholders of Golden Falcon Acquisition Corp.:

You are cordially invited to attend a special meeting (the “Special Meeting”) of Golden Falcon Acquisition Corp., a Delaware corporation (“Golden Falcon,” “we,” “us” or “our”), which will be held at [●]., Eastern Time, on [●], 2023 at the offices of Greenberg Traurig, LLP at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.

On December 6, 2022, Golden Falcon entered into a business combination agreement (as amended on February 14, 2023, the “Business Combination Agreement”) with MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (“MNG”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNG (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“FinCo”), and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (“Merger Sub”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by our stockholders, and the Business Combination is subsequently completed, Merger Sub will merge with and into Golden Falcon (the “Merger”), with Golden Falcon continuing as the surviving company after the Merger, as a result of which Golden Falcon will become an indirect, wholly-owned subsidiary of MNG. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.”

In connection with the closing of the Merger (the “Closing”), (1) each outstanding share of class A common stock of Golden Falcon, par value $0.0001 per share (the “Class A Common Stock”) will be converted into the right to receive one American Depositary Share (an “MNG ADS”) representing one ordinary share of MNG (a “MNG Ordinary Share”) and (2) each outstanding and unexercised warrant of Golden Falcon (a “Warrant”) to purchase one share of Class A Common Stock will automatically become a warrant of MNG to purchase one MNG ADS (an “MNG Warrant”).

In addition, in connection with the Closing, the shares of class B common stock (the “Class B Common Stock”) of Golden Falcon, par value $0.0001 per share, issued prior to Golden Falcon’s initial public offering (the “Founder Shares”) and held by our sponsor, Golden Falcon Sponsor Group, LLC (the “Sponsor”), and our independent directors (together with the Sponsor, the “Initial Stockholders”), will automatically convert into shares of Class A Common Stock on a one-for-one basis, which, as a result of the Merger, will convert into the right to receive one MNG ADS (and the MNG Ordinary Share represented thereby). In addition, as further described in the accompanying proxy statement/prospectus, the Initial Stockholders entered into a sponsor support agreement (as amended on February 14, 2023, the “Sponsor Support Agreement”) pursuant to which, among other things, they agreed to vote in favor of the Merger and the transactions contemplated by the Business Combination Agreement, subject their Founder Shares to transfer restrictions, and after the Closing exercise any Warrants held by them on a cash (and not a cashless) basis, and subject the MNG ADSs (and the MNG Ordinary Shares represented thereby) received in the Merger to a vesting schedule.

It is anticipated that, upon consummation of the Business Combination, MNG’s existing shareholders, Golden Falcon’s public stockholders (“Public Stockholders”), and the Initial Stockholders, will own approximately 94.1%, 4.7% and 1.2%, respectively, of the issued and outstanding share capital of MNG under the “Maximum Redemption Scenario,” and 91.8%, 6.6% and 1.6%, respectively, of the issued and outstanding share capital of MNG under the “Minimum Redemption Scenario,” each as described in the accompanying proxy statement/prospectus.


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The percentages referred to above do not include any other transactions that may be entered into after the date of the proxy statement/prospectus or any exercise or conversion of the Warrants. If equity or debt financings are entered in connection with the Business Combination, or if any of the other assumptions are not true, these percentages will be different. You should read “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying proxy statement/prospectus for further information.

This proxy statement/prospectus covers the MNG ADSs and MNG Warrants issuable to the security holders of Golden Falcon as described above. Accordingly, we are registering up to an aggregate of 12,833,579 MNG Ordinary Shares (to be represented by MNG ADSs), 26,150,000 Warrants held by Golden Falcon stockholders and 26,150,000 MNG Ordinary Shares (to be represented by MNG ADSs) issuable upon the exercise of the Warrants held by Golden Falcon stockholders. We are not registering the MNG Ordinary Shares and the MNG Preferred Share held by MNG’s security holders. Following the Business Combination, we will have two classes of shares, the MNG Ordinary Shares and the MNG Preferred Share. The rights of the holders of MNG Ordinary Shares and the MNG Preferred Share are identical, except with respect to nomination rights. MNG Ordinary Shares are the ordinary shares, having nominal value of TL 1.00, of MNG prior to the consummation of the Business Combination and the Class B shares of MNG upon the consummation of the Business Combination. The MNG Preferred Share is a Class A share of MNG. The holder of the MNG Preferred Share and holders of MNG Ordinary Shares will be entitled to one vote per share held on all matters submitted to a shareholder vote. The holder of the MNG Preferred Share will be entitled to nominate five members to the Board of Directors at each general assembly in which directors are to be elected. Upon completion of the Business Combination, there will be 63,929,775 MNG Ordinary Shares outstanding and 1 MNG Preferred Share outstanding, assuming the maximum redemption scenario stated in this proxy statement/prospectus.

MNG expects to qualify as a foreign private issuer under applicable U.S. federal securities laws. As a foreign private issuer whose shares will be listed on the New York Stock Exchange (the “NYSE”), MNG will be permitted to follow certain home country corporate governance practices in lieu of certain NYSE stock exchange requirements. MNG intends to take advantage of the exemptions available to it as a foreign private issuer so long as it continues to qualify as a foreign private issuer. In addition, the rules governing the information that MNG must disclose differ from those governing U.S. corporations pursuant to the Exchange Act of 1934 (the “Exchange Act”). MNG will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. Moreover, MNG is not required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission (the “SEC”) as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. MNG will not be required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. Finally, MNG’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act.

A “controlled company” under the NYSE rules is a company of which more than 50% of the voting power is held by an individual, group or another company. It is anticipated that, upon consummation of the Business Combination, in the “Minimum Redemption Scenario” and in the “Maximum Redemption Scenario” described herein, Mapa Insaat ve Ticaret A.S. (“Mapa”) will own 66.1% and 68.4%, respectively, of MNG’s voting rights and Mehmet Nazif Gunal, as the beneficial owner of Mapa, will own 88.8% and 99.1%, respectively of MNG’s voting rights. Therefore, because following the consummation of the Business Combination Mapa is expected to control a majority of the voting power of MNG’s outstanding shares, MNG will be a “controlled company” within the meaning of the corporate governance standards of the NYSE listing rules. Under these corporate governance standards, a company may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Each of Golden Falcon and MNG is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012. As such, MNG is eligible to take


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advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find MNG’s securities less attractive as a result, there may be a less active trading market for MNG’s securities and the prices of MNG’s securities may be more volatile.

MNG will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the date on which MNG ADSs were offered in connection with the Business Combination, (b) in which it has total annual gross revenues of at least $1.235 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which it has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

The Class A Common Stock, Warrants and units, each consisting of one share of Class A Common Stock and one-half of one Warrant (the “Units”) of Golden Falcon are currently listed on the NYSE under the symbols “GFX,” “GFX WS” and “GFX.U,” respectively. MNG intends to apply to list the MNG ADSs and MNG Warrants on the NYSE under the symbols “MNGA” and “MNGA.WS,” respectively, to be effective upon the day following the consummation of the Business Combination. We cannot assure you that the MNG ADSs or the MNG Warrants will be approved for listing on the NYSE or that a viable and active trading market will develop.

Golden Falcon is holding the Special Meeting in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Special Meeting, unless postponed or adjourned to a later date, Golden Falcon will ask its stockholders to approve and adopt the Business Combination Agreement, thereby approving the Merger and the other transactions contemplated by the Business Combination, and approve the other proposals described in this proxy statement/prospectus.

After careful consideration, the Golden Falcon Board has unanimously approved the Business Combination Agreement and the Merger, has determined that it is advisable to consummate the Business Combination and has approved the proposals described in this proxy statement/prospectus. The Golden Falcon Board recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

More information about Golden Falcon, MNG and the Business Combination is contained in this proxy statement/prospectus. MNG and Golden Falcon urge you to read this proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 48 OF THE PROXY STATEMENT/PROSPECTUS.

If you have any questions or need assistance voting your shares, please call Golden Falcon’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

On behalf of the Golden Falcon Board, I thank you for your support and look forward to the successful completion of the Business Combination.

 

   Sincerely,
   Scott J. Freidheim, Chairman of the Board of Directors
[●], 2023   

This proxy statement/prospectus is dated [●], 2023, and is first being mailed to the stockholders of Golden Falcon on or about [●], 2023.


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NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE PROPOSED TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTIONS OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.


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Golden Falcon Acquisition Corp.

850 Library Avenue, Suite 204

Newark, Delaware 19711

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [], 2023

To the Stockholders of Golden Falcon Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of Golden Falcon Acquisition Corp., a Delaware corporation (the “Company,” “Golden Falcon,” “we,” “us” or “our”), will be held at [●], Eastern Time, on [●], 2023, at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.

You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

1. Proposal No. 1 — The Business Combination Proposal — to consider and vote on a proposal to approve and adopt the Business Combination Agreement (as amended on February 14, 2023, the “Business Combination Agreement”) by and among Golden Falcon, MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (“MNG”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNG (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“FinCo”), and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (“Merger Sub”). If the Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) are adopted and approved by our stockholders, and the Business Combination is subsequently completed, Merger Sub will merge with and into Golden Falcon (the “Merger”), with Golden Falcon continuing as the surviving company after the Merger, as a result of which Golden Falcon will become an indirect, wholly-owned subsidiary of MNG. A copy of the Business Combination Agreement is attached as Annex A to the proxy statement/prospectus (the “Business Combination Proposal”);

2. Proposal Nos. 2A through 2F — The Governance Proposals — to consider and vote on, on a non-binding advisory basis, six separate governance proposals relating to the following material changes between Golden Falcon’s existing charter and MNG’s proposed charter (collectively, the “Governance Proposals”):

 

  a)

a proposal to change the name of Golden Falcon to “MNG Havayollari ve Tasimacilik A.S.” from “Golden Falcon Acquisition Corp.” (Proposal No. 2A);

 

  b)

a proposal to eliminate certain provisions related to Golden Falcon’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (the “Closing”) (Proposal No. 2B);

 

  c)

a proposal to declassify the Board of Directors from three classes to one class and cause all directors to be elected for a maximum term of three years (Proposal No. 2C);

 

  d)

a proposal to remove the provision renouncing the corporate opportunity doctrine (Proposal No. 2D);

 

  e)

a proposal to eliminate the rights and privileges of Golden Falcon’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” or “Founder Shares”), and redesignate Golden Falcon’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Golden Falcon Class B Common Stock as MNG Ordinary Shares (after giving effect to the automatic conversion of each outstanding share of Class B Common Stock upon Closing into one share of Class A Common Stock (Proposal No. 2E);

 

  f)

a proposal to add a class of Class A shares (the “MNG Preferred Share”) that will be entitled to nominate five members to the Board of Directors at each general assembly in which directors are to be elected (Proposal No. 2F); and

 

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3. Proposal No. 3 — The Adjournment Proposal — to consider and vote on a proposal to authorize the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or Golden Falcon stockholders have elected to redeem an amount of Public Shares such that the Available Cash condition to the obligation to Closing would not be satisfied (the “Adjournment Proposal”).

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and each of the proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

Only holders of record of shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.0001 per share, of Golden Falcon (the “Class B Common Stock” or “Founder Shares”) at the close of business on [●], 2023, are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting. On the record date, there were 4,208,579 outstanding shares of Class A Common Stock and 8,625,000 shares of Class B Common Stock, together referred to as our “Golden Falcon Common Stock.”

All holders of Golden Falcon Common Stock are cordially invited to attend the Special Meeting. All holders of Golden Falcon Common Stock may attend, vote and examine the list of stockholders entitled to vote at the Special Meeting. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

After careful consideration, Golden Falcon’s board of directors (“Golden Falcon Board”) has determined that each of the Business Combination Proposal, the Governance Proposals and the Adjournment Proposal is in the best interests of Golden Falcon and its stockholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Golden Falcon’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of Golden Falcon and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for these proposals. See the section titled “The Business Combination Proposal — Interests of Golden Falcons Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion.

In addition, as further described in the accompanying proxy statement/prospectus, Golden Falcon Sponsor, LLC (the “Sponsor”), and our independent directors (together with the Sponsor, the “Initial Stockholders”) entered into a Sponsor Support Agreement, pursuant to which, among other things, they agreed to vote their shares in favor of the Business Combination, subject the shares of Class B Common Stock to transfer restrictions, and after the Closing of the Business Combination, exercise any warrants held by them on a cash (and not a cashless) basis, and subject MNG ADSs (and the MNG Ordinary Shares represented thereby) received in the Merger to a vesting schedule. The Initial Stockholders currently own approximately 67.2% of the outstanding shares of Golden Falcon Common Stock, including all of the Founder Shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

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Thank you for your participation. We look forward to your continued support.

 

   By Order of the Board of Directors,
[●], 2023    Scott J. Freidheim
   Chairman of the Board of Directors

If you return your signed proxy without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

Other than the Initial Stockholders, all holders of Class A Common Stock (the “Public Stockholders”) have the right to have their Public Shares redeemed for cash in connection with the proposed Business Combination. Public Stockholders are not required to affirmatively vote for or against the Business Combination Proposal or to vote on the Business Combination Proposal at all in order to have their shares redeemed for cash.

To exercise redemption rights, holders must tender their shares to Continental Stock Transfer & Trust Company (“CST”), Golden Falcon’s transfer agent, no later than two (2) business days prior to the Special Meeting. You may tender your stock by either delivering your stock certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit Withdrawal at Custodian System. If the Business Combination is not completed, these shares will not be redeemed for cash. If you hold the shares in street name, you will need to instruct your bank or broker to withdraw the shares from your account in order to exercise your redemption rights. See “The Special Meeting of Golden Falcon Stockholders — Redemption Rights” in the accompanying proxy statement/prospectus for more specific instructions.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on [], 2023: This notice of meeting and the accompany proxy statement/prospectus are available at

https://www.cstproxy.com/[].

 

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TABLE OF CONTENTS

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     1  

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS MEASURES

     1  

INDUSTRY AND MARKET DATA

     1  

FREQUENTLY USED TERMS

     3  

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE RELATED PROPOSALS

     10  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     27  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     46  

RISK FACTORS

     48  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     103  

SPECIAL MEETING OF STOCKHOLDERS

     116  

PROPOSAL NO. 1 - THE BUSINESS COMBINATION PROPOSAL

     124  

THE BUSINESS COMBINATION AGREEMENT

     160  

CERTAIN AGREEMENTS RELATED TO THE PROPOSED TRANSACTIONS

     176  

PROPOSAL NOS. 2A THROUGH 2F— THE GOVERNANCE PROPOSALS

     178  

PROPOSAL NO. 3 - THE ADJOURNMENT PROPOSAL

     181  

INFORMATION ABOUT MNG AIRLINES

     182  

MNG DIRECTOR AND EXECUTIVE COMPENSATION

     206  

MNG MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     207  

CERTAIN MNG RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     227  

INFORMATION ABOUT GOLDEN FALCON

     230  

GOLDEN FALCON’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     242  

CERTAIN GOLDEN FALCON RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     248  

MANAGEMENT OF MNG FOLLOWING THE BUSINESS COMBINATION

     251  

DESCRIPTION OF MNG SECURITIES

     260  

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

     268  

COMPARISON OF STOCKHOLDER RIGHTS

     276  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF MNG

     290  

MARKET PRICE AND DIVIDEND INFORMATION

     293  

ADDITIONAL INFORMATION

     295  

ENFORCEABILITY OF CIVIL LIABILITIES

     296  

WHERE YOU CAN FIND MORE INFORMATION

     298  

INDEX TO FINANCIAL STATEMENTS

     F-1  

ANNEX A-1—BUSINESS COMBINATION AGREEMENT

     A-1-1  

ANNEX A-2—AMENDMENT TO BUSINESS COMBINATION AGREEMENT

     A-2-1  


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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by MNG (File No. 333-[●]), constitutes a prospectus of MNG under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of Golden Falcon at which the stockholders of Golden Falcon will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters (the “Special Meeting”).

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS MEASURES

MNG’s audited financial statements included in this proxy statement/prospectus as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) and referred to in this proxy statement/prospectus as “IFRS.”

We refer in various places within this proxy statement/prospectus to non-IFRS financial measures, including Adjusted EBITDA and Adjusted Cash Conversion, which are more fully explained in “MNGs Managements Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Metrics and Non-IFRS Measures.” The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for the Company’s audited financial results prepared in accordance with IFRS.

FINANCIAL STATEMENT PRESENTATION

Golden Falcon

The financial statements of Golden Falcon included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP and are denominated in U.S. dollars (“dollars”).

MNG

The financial statements of MNG included in this proxy statement/prospectus have been prepared in accordance with IFRS and are denominated in U.S. dollars.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning MNG’s industry, including MNG’s general expectations and market position, market opportunity and market share, is based on information obtained from various independent publicly available sources and reports as well as management estimates. MNG has not independently verified the accuracy or completeness of any third-party

information. In addition, assumptions and estimates of MNG’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors-Risks Related to MNG Airlines,” “Cautionary Statement Regarding Forward-Looking Statements” and “MNGs Managements Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

MNG and its subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business, including “MNG,” and “MNG Airlines.” In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, and SM symbols.

 

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FREQUENTLY USED TERMS

In this proxy statement/prospectus, unless indicated otherwise or the context requires, the following terms have the meanings set forth below.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting or Public Stockholders have elected to redeem an amount of Public Shares such that the Available Cash condition to the obligation to Closing would not be satisfied.

“ACC3” means the authorisation as an Air Cargo/Mail Carrier providing services to the European Union from a Third Country Airport.

“ACMI” means Aircraft, Crew, Maintenance and Insurance.

“Aircraft Lease Agreement” means the dry lease agreement with Solinair, as amended and restated on August 15, 2022.

“AOC” means Air Operator’s Certificate.

“APAC” means the Asia Pacific region.

“Available Cash” means at least thirty million dollars ($30,000,000).

“ATO” means Approved Training Organization.

“BNYM” means Bank of New York Mellon.

“Board of Directors” means the board of directors of the post-Business Combination company.

“Broker Non-Vote” means the failure of a Public Stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of December 6, 2022, as amended on February 14, 2023, by and among Golden Falcon, MNG, HoldCo, IntermediateCo, FinCo, and Merger Sub.

“Business Combination Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the Business Combination Agreement and the transactions contemplated thereby.

“Business Day” means any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York, or İstanbul, Turkey are authorized or required by applicable laws to close.

“CAGR” means compound annual growth rate.

“CFIUS” means the Committee on Foreign Investment in the United States.

 

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“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of Golden Falcon.

“Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of Golden Falcon.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“CMB” means the Capital Markets Board of Turkey (Sermaye Piyasası Kurulu).

“CO” means carbon monoxide.

“CO2” means carbon dioxide.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company,” “our,” “we” or “us” refers to Golden Falcon, unless otherwise indicated in this proxy statement/prospectus.

“COP” means Communication on Progress.

“CORSIA” means Carbon Offsetting and Reduction Scheme for International Aviation.

“CST” means Continental Stock Transfer and Trust Company.

“COVID-19” means the new strain of infectious disease caused by the virus “SARS-CoV-2” which was initially reported in China in December 2019.

“DGCL” means the Delaware General Corporation Law, as amended.

“DHMI” means General Directorate of State Airports Authority.

“dollars” or “$” means U.S. dollars.

“DTC” means Depositary Trust Company.

“DWAC System” means DTC’s Deposit/Withdrawal at Custodian System.

“EASA” means European Aviation Safety Agency.

“EBISMO” means a software developed in-house by Mapa.

“ECAC” means European Civil Aviation Conference.

“Effective Time” means the time at which the Merger becomes effective.

“EU” means European Union.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

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“Existing Charter” means Golden Falcon’s current Amended and Restated Certificate of Incorporation, as amended.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977.

“FinCo” means Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo.

“Founder Shares” means shares of Class B Common Stock initially purchased by the Sponsor, of which an aggregate of 180,000 were transferred to Golden Falcon’s independent directors, in a private placement prior to the Golden Falcon IPO and the shares of Class A Common Stock that will be issued upon the automatic conversion of the Class B Common Stock at the time of the Closing.

“Golden Falcon” means Golden Falcon Acquisition Corp., a Delaware corporation.

“Golden Falcon Board” means Golden Falcon’s board of directors.

“Golden Falcon Class B Conversion” means the automatic conversion, at the Effective Time, of each share of Class B Common Stock into one share of Class A Common Stock.

“Golden Falcon Common Stock” means shares of the Class A Common Stock and the Class B Common Stock, collectively.

“Golden Falcon IPO” means Golden Falcon’s initial public offering of Units, consummated on December 22, 2020.

“Golden Falcon Stockholders” means all holders of Class A Common Stock and Class B Common Stock.

“Governmental Entity” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory, taxing or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“GSA” means general sales agents.

“Gunal Insaat” means Gunal Insaat Ticaret ve Sanayi Anonim Sirketi.

“HoldCo” means Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNG.

“IASB” means International Accounting Standards Board.

“IATA” means International Air Transport Association.

“ICAO” means International Civil Aviation Organization.

“IGA” means the İstanbul Grand Airport.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“IMF” means International Monetary Fund.

“Initial Stockholders” means the Sponsor and the holders of Founder Shares at the time of Golden Falcon IPO.

 

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“Initially Vested ADSs” means that number of MNG ADSs equal to the (i) total amount of Available Cash less $1,000,000 multiplied by (ii) Twenty-Six Percent (26%), with such product divided by $10.00.

“Intercompany Loan” means a loan to Mapa in the amount of TRY 918,219,600 ($49,328,720 million as of the date of the Intercompany Loan Agreement).

“Intercompany Loan Agreement” means the loan agreement with Mapa in order to agree on the payment and disbursement terms of the outstanding Intercompany Loan amount.

“IntermediateCo” means Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IOSA” means IATA Operational Safety Audit.

“İstanbul Airport” means İstanbul Grand Airport.

“IT Systems” means Information Technology Systems.

“JAA TO” means Joint Aviation Authorities Training Organization.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“KPMG” means KPMG Bagimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik A.S.

“L2” means International Logistics Certificate.

“LOV” means Limit of Validity.

“Mapa” means Mapa Insaat ve Ticaret Anonim Sirketi, a joint stock corporation organized under the laws of Turkey and MNG’s majority shareholder.

“Mapa Group” means Mapa together with its consolidated subsidiaries.

“Marcum” means Marcum, LLP, Golden Falcon’s independent registered public accounting firm.

“Merger” means the merging of Merger Sub with and into Golden Falcon, with Golden Falcon surviving the Merger as a wholly owned subsidiary of MNG.

“Merger Sub” means Merlin Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo.

“MNG” or “MNG Airlines” means MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey, individually or collectively with its consolidated subsidiaries, as the context suggests.

“MNG ADS” means an American Depositary Share, representing one MNG Ordinary Share.

“MNG Board” means the board of directors of MNG.

“MNG Holding” means MNG Holding A.S.

 

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“MNG Ordinary Shares” means the ordinary shares, having a nominal value TL 1.00, of MNG prior to the Closing and the Class B shares of MNG following the Closing.

“MNG Preferred Share” means the Class A share of MNG.

“MNG Private Warrants” means each outstanding Private Placement Warrant that will be exchanged for the issuance by MNG of one private warrant at the consummation of the Business Combination giving the holder the right to purchase one MNG Ordinary Share.

“MNG Public Warrants” means each outstanding Public Warrant that will be exchanged for the issuance by MNG of one public warrant at the consummation of the Business Combination giving the holder the right to purchase one MNG Ordinary Share.

“MNG Shareholder” means a holder of MNG Ordinary Shares or the MNG Preferred Share.

“MNG Shareholders Statement” means the Shareholders Statement dated as of December 6, 2022, by and among MNG and certain MNG Shareholders, a copy of which is included as Exhibit 99.2 to Golden Falcon’s Current Report on Form 8-K, dated December 12, 2022.

“MNG Warrants” means the MNG Public Warrants and MNG Private Warrants.

“MRO” means Maintenance Repair Overhaul.

“MTOM” means Maximum Take-Off Mass.

“NATO” means North Atlantic Treaty Organization.

“New Economic Program” means a new medium term economic program for the 2021 to 2023 period announced by the Turkish Treasury and Finance Minister.

“NYSE” means The New York Stock Exchange.

“Occupational Health and Safety Law” means Occupational Health and Safety Law (Is Sagligi ve Guvenligi Kanunu) No. 6331, published in the Official Gazette no. 28339 dated June 30, 2012.

“OEM” means original equipment manufacturer.

“OFAC” means Office of Foreign Assets Control.

“Outside Date” means September 30, 2023, if the Business Combination has not yet been consummated.

“PANEP” means Pan-European Partners.

“PBH” means Power By Hour.

“Per Share Company Value” means the quotient obtained by dividing (a) the Company Value (as defined in the Business Combination Agreement) by (b) the total number of issued and outstanding MNG Ordinary Shares prior to the consummation of the Stock Split.

“Potential Financing” means any subscription agreement, forward purchase agreement, non-redemption agreement or backstop agreement that Golden Falcon may execute with potential investors in order to satisfy certain Closing conditions.

 

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“Private Placement Warrants” means the warrants to purchase shares of Class A Common Stock purchased in a private placement in connection with the Golden Falcon IPO.

“Proposed Charter” means the proposed Amended and Restated Articles of Association of MNG.

“Public Shares” means the Class A Common Stock issued as part of the Units sold in the Golden Falcon IPO.

“Public Stockholder” means each holder of shares of Class A Common Stock.

“Public Warrants” means the warrants included in the Units sold in Golden Falcon’s IPO, each of which is exercisable for one share of Class A Common Stock, in accordance with its terms.

“Registration Rights and Lock-Up Agreement” means the Registration Rights and Lock-Up Agreement dated December 6, 2022, as amended on February 14, 2023, by and among MNG, Golden Falcon, Sponsor, and certain stockholders of Golden Falcon, copies of which are included as exhibits to the registration statement of which this proxy statement/prospectus forms a part.

“RR” means Rolls – Royce.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SAW” means Sabiha Gökçen Airport.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SHY-6A” means Civil Aviation Law and the Regulation on Commercial Air Carriers of the Turkish DGCA.

“Slot Instruction” means the DHMI Slot Instruction.

“Solinair” means Solinair d.o.o.

“Special Meeting” means the Special Meeting to take place on [●], 2023.

“Split Factor” means the quotient obtained by dividing (a) the Per Share Company Value by (b) $10.00.

“Sponsor” means Golden Falcon Sponsor Group, LLC, a Delaware limited liability company.

“Sponsor Persons” means the Sponsor and additional holders of shares of Class B Common Stock that are parties to the Sponsor Support Agreement.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of December 6, 2022, as amended on February 14, 2023, by and among MNG, Golden Falcon, Sponsor, and certain stockholders of Golden Falcon, a copy of which is included as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

“STC” means Supplemental Type Certificate.

“Stock Split” means the stock split under which each MNG Ordinary Share that is issued and outstanding immediately prior to the Effective Time shall be split into a number of MNG Ordinary Shares determined by multiplying each such MNG Ordinary Share by the Split Factor.

 

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“Turkish Commercial Code” means the Turkish Commercial Code (Turk Ticaret Kanunu) no. 6102, published in the Official Gazette no. 27846 on February 14, 2011.

“TL” means Turkish Lira.

“TPTO” means Turkish Patent and Trademark Office.

“Trust Account” means the Trust Account that holds a portion of the proceeds of the Golden Falcon IPO and the concurrent sale of the Private Placement Warrants.

“Turkey” means the Republic of Turkey.

“Turkish DGCA” means Turkish Directorate General of Civil Aviation.

“Turkish Law” means the laws and all secondary regulations of Turkey.    

“U.S. dollars,” “USD”, and “$” mean the legal currency of the United States.

“U.S. GAAP” means United States generally accepted accounting principles.

“UNGC” means United Nations Global Compact.

“Units” means, one share of Class A Common Stock and one-half of one Warrant sold in Golden Falcon’s IPO.

“Unvested ADSs” means all remaining MNG ADSs held by the Sponsor Persons (or any of their permitted transferees (as defined in the Sponsor Support Agreement) that are not Initially Vested ADSs, or otherwise vested pursuant to a Liquidity Event.

“VAT” means value-added tax.

“Warrant Agreement” means that certain warrant agreement, dated December 17, 2020, by and between Golden Falcon and CST.

“Warrants” means warrants to purchase Class A Common Stock as contemplated under the Warrant Agreement, with each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50.

“Working Capital Loans” means any loan made to Golden Falcon by the Sponsor, any affiliate of the Sponsor, or any of Golden Falcon’s or the Sponsor’s officers or directors for the purpose of financing costs incurred in connection with an initial business combination.

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE RELATED PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the Business Combination. The following questions and answers may not include all the information that is important to Golden Falcon Stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

 

Q.

Why am I receiving this proxy statement/prospectus?

 

A.

Golden Falcon has entered into the Business Combination Agreement with MNG, HoldCo, IntermediateCo, FinCo, and Merger Sub. If the Business Combination is adopted and approved by Golden Falcon Stockholders, and is subsequently completed, Merger Sub will merge with and into Golden Falcon, with Golden Falcon continuing as the surviving company after the Merger, as a result of which Golden Falcon will become an indirect, wholly-owned subsidiary of MNG. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. Golden Falcon Stockholders are being asked to consider and vote on the Business Combination Proposal to approve the adoption of the Business Combination Agreement and approve the Business Combination, among other proposals.

There currently are 12,833,579 shares of Golden Falcon Common Stock issued and outstanding, consisting of 4,208,579 Public Shares and 8,625,000 Founder Shares. In addition, there currently are 26,150,000 Warrants issued and outstanding, consisting of 17,250,000 Public Warrants and 8,900,000 Private Placement Warrants. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share. The Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. Under the Existing Charter, Golden Falcon must provide all Public Stockholders with the opportunity to have their Public Shares redeemed for cash upon the consummation of Golden Falcon’s initial business combination in conjunction with a stockholder vote.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of MNG with respect to the MNG ADSs and MNG Warrants issuable in connection with the Business Combination.

 

Q.

Why is Golden Falcon proposing the Business Combination Proposal?

 

A.

Golden Falcon was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While Golden Falcon may pursue an initial business combination with any target business and in any sector or geographical location, Golden Falcon focused its search on companies operating in the technology, media, telecom, and fintech sectors headquartered in Europe, Israel, the Middle East or North America, but remained open to evaluating other potential targets that met its identified business combination criteria.

Golden Falcon received $345,000,000 from the Golden Falcon IPO (including net proceeds from the exercise by the underwriters of their over-allotment option), which was placed into the Trust Account immediately following the Golden Falcon IPO. As a result of stockholder redemptions in connection with the Charter Amendment (as defined herein), as of December 31, 2022, there was $42.6 million remaining in the Trust Account. In accordance with the Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

 

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We identified several criteria and guidelines we believe are important for evaluating acquisition opportunities at the time of the Golden Falcon IPO. Since that time, we have sought to acquire a company that we believe: (a) has significant revenue and earnings growth potential, (b) can benefit from our relationships and experience, (c) has the potential to benefit from the fourth industrial revolution, namely businesses which currently, or have the potential to, benefit from digital disruption positioning them to disintermediate or disrupt in their industry vertical, including the transition from brick-and-mortar businesses to e-commerce and (d) has a strong transatlantic nexus. Based on our due diligence investigations of MNG and the industry in which it operates, including the financial and other information provided by MNG in the course of negotiations, we believe that MNG meets most of the criteria and guidelines listed above, as follows: (a) significant revenue and earnings growth potential, as demonstrated by MNG’s long operating history of over 25 years and profitability at the net income level for each of the last 10 years, a strong balance sheet, and positive cash flow generation, (b) a target that can benefit from Golden Falcon’s relationships and experience, as demonstrated by the fact that members of Golden Falcon’s management intend to continue to serve on the MNG Board following the Closing and to leverage certain relationships for the benefit of the combined company, (c) has the potential to benefit from the fourth industrial revolution, as demonstrated by the fact that e-commerce did not account for any of MNG’s revenue in 2020, however, comprised $82 million of MNG’s revenue in 2022, and (d) has a strong transatlantic nexus, as demonstrated by MNG’s current business in the United States with further growth planned in the region and the fact that Istanbul, Turkey occupies a unique geographic position, lying partly in Europe and partly in Asia. Please see the section titled “The Business Combination Proposal—Golden Falcon Board of Directors Reasons for Approval of the Business Combination” for additional information.

 

Q.

What matters will stockholders consider at the Special Meeting?

 

A.

At the Special Meeting, stockholders are being asked to vote on the following proposals:

 

   

The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

 

   

The Governance Proposals — to approve, on a non-binding advisory basis, separate governance proposals relating to certain material changes between the Existing Charter and MNG’s Proposed Charter.

 

   

The Adjournment Proposal — a proposal to authorize the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or Golden Falcon Stockholders have elected to redeem an amount of Public Shares such that the Available Cash condition to the obligation to Closing would not be satisfied.

 

Q.

Are any of the proposals conditioned on one another?

 

A.

None of the proposals are conditioned on one another. The Governance Proposals and Adjournment Proposal are not conditioned on, and therefore do not require the approval of, the Business Combination Proposal and Business Combination to be effective. It is important for you to note that in the event that the Business Combination Proposal is not approved, then Golden Falcon will not consummate the Business Combination. If Golden Falcon does not consummate the Business Combination and fails to complete an initial business combination by June 22, 2023 (or such earlier date as determined by the Golden Falcon Board) or obtain the approval of stockholders to further extend the deadline for Golden Falcon to consummate an initial business combination, then Golden Falcon will be required to dissolve and liquidate.

 

Q.

What will happen upon the consummation of the Business Combination?

 

A.

Pursuant to the Business Combination Agreement, and upon the terms and subject to the conditions set forth therein, MNG will acquire Golden Falcon in a series of transactions we collectively refer to as the Business

 

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  Combination. At the Closing, Merger Sub will merge with and into Golden Falcon, with Golden Falcon continuing as the surviving company after the Merger, as a result of which Golden Falcon will become an indirect, wholly-owned subsidiary of MNG.

 

Q.

What will Golden Falcon Stockholders receive in the Business Combination?

 

A.

As a result of the Merger, (1) each outstanding share of Class A Common Stock (including Founder Shares that will automatically convert into Class A Common Stock at the Closing) will be converted into the right to receive one MNG ADS representing one MNG Ordinary Share and (2) each outstanding and unexercised Warrant to purchase one share of Class A Common Stock will automatically become an MNG Warrant to purchase one MNG ADS (representing one MNG Ordinary Share). A portion of such MNG ADSs will be subject to vesting conditions pursuant to the Sponsor Support Agreement. For details on such vesting conditions, see “Certain Agreements Related to the Proposed Transactions—Sponsor Support Agreement.”

 

Q.

What will MNG Shareholders receive in the Business Combination?

Prior to the Effective Time, MNG will effect the stock split under which each MNG Ordinary Share that is issued and outstanding immediately prior to the Effective Time will be split into a number of MNG Ordinary Shares determined by multiplying each such MNG Ordinary Share by the Split Factor. In addition, one of the MNG Ordinary Shares held by Mapa will be converted to a newly-designated MNG Preferred Share. For further details on the MNG Preferred Share, see “Description of MNG Securities—Share Classes—Privileges attached to the MNG Preferred Share.”

 

Q.

Who is MNG?

 

A.

MNG is a global logistics provider. The company started operations in 1996, having conducted its first transatlantic flight in 1998, and now services over 15,000 corporate customers across 42 countries through over 3,500 flights per year. MNG offers charter services with customized plane and capacity options in addition to scheduled flights and aircraft, maintenance, crew and insurance (ACMI) services. MNG Airlines also has had a fully equipped and EU standards-compliant warehouse since 2000.

 

Q.

Following the consummation of the Business Combination, will MNG securities trade on a stock exchange?

 

A.

Yes. The Class A Common Stock, Warrants and Units are currently listed on the NYSE under the symbols “GFX,” “GFX WS” and “GFX.U,” respectively. MNG intends to apply to list the MNG ADSs and MNG Warrants on the NYSE under the symbols “MNGA” and “MNGA WS,” respectively, upon the Closing. All outstanding Units will be separated into their component securities immediately prior to the Closing. We cannot assure you that the MNG ADSs or the MNG Warrants will be approved for listing on the NYSE or that a viable and active trading market will develop.

 

Q.

How has the announcement of the Business Combination Agreement affected the trading price of the Public Shares?

 

A.

On December 6, 2022, the last trading date before the public announcement of the Business Combination, the Units, Public Shares and Public Warrants closed at $10.04, $10.04 and $0.07, respectively. On April 6, 2023, the trading date immediately prior to the date of this proxy statement/prospectus, the Units, Public Shares and Public Warrants closed at $10.11, $10.11 and $0.23, respectively.

 

Q:

What differences will there be between the Proposed Charter and the Existing Charter that Golden Falcon Stockholders will consider at the Special Meeting?

 

A:

If the Business Combination is consummated, the Existing Charter will effectively be replaced by the Proposed Charter of MNG given that Golden Falcon Stockholders will, effective as of the consummation of

 

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  the Business Combination (and assuming Public Stockholders do not redeem their Public Shares) hold MNG ADSs subject to the Proposed Charter. Stockholders are asked to consider and vote upon and to approve, on an advisory basis, six separate proposals in connection with the replacement of the Existing Charter with the Proposed Charter.

The Proposed Charter differs materially from the Existing Charter. See “Comparison of Stockholders’ Rights” for a summary of the principal changes proposed between the Existing Charter and the Proposed Charter. The summary is qualified by reference to the complete text of the Existing Charter and the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Exhibit A to Annex A-1. Stockholders are urged to carefully read the relevant provisions of the Proposed Charter that will be in effect as of the Closing.

 

Q.

How much dilution may non-redeeming Golden Falcon Stockholders experience in connection with the Business Combination and what equity stake will current Golden Falcon Stockholders and MNG Shareholders have in MNG after the Closing?

 

A.

Golden Falcon Stockholders are not required to vote “FOR” the Business Combination Proposal in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Golden Falcon Stockholders are reduced as a result of redemptions by Public Stockholders.

If a Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any Public Warrants that it may hold. We cannot predict the ultimate value of the Public Warrants following the consummation of the Business Combination, but assuming that 1,208,579 shares of Class A Common Stock held by the Golden Falcon Stockholders were redeemed (maximum redemption scenario), the 17,250,000 retained outstanding Public Warrants would have an aggregate value of $3,967,500 based on the price per warrant of $0.23 on April 6, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, on April 6, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the price per share of Class A Common Stock closed at $10.11. If the shares of Class A Common Stock are trading above the exercise price of $11.50 per warrant, the Warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to the non-redeeming Golden Falcon Stockholders that the Warrants will be exercised, which would result in immediate dilution to the non-redeeming Golden Falcon Stockholders.

 

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The tables below illustrate the anticipated relative ownership of Golden Falcon Stockholders, the Initial Stockholders (being the Sponsor and the current independent directors of Golden Falcon) and MNG Shareholders upon completion of the Business Combination without and after giving effect to the additional dilution that may be caused by the exercise of the outstanding Public Warrants or Private Placement Warrants, the extension of loans under the Sponsor Convertible Promissory Note (as defined herein) and the exercise of any Warrants convertible from the Sponsor Convertible Promissory Note, under various redemption scenarios. In the minimum redemption scenario as described below in the sensitivity table, the residual equity value owned by the non-redeeming Golden Falcon Stockholders is assumed to be the deemed value of $10.00 per share and the implied total equity value of MNG following the Business Combination, assuming no dilution from any additional dilution sources described in the table below, would be $642.4 million. As a result of the redemption amount in the maximum redemption scenario as described below in the sensitivity table, the implied total equity value of MNG following the Business Combination, assuming no dilution from any additional dilution sources, would be $639.3 million in the contractual maximum redemption scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the additional dilution sources in each redemption scenario. Golden Falcon Stockholders will experience additional dilution to the extent MNG issues any such additional securities after the Closing.

 

Holders    Minimum
Redemption
Scenario(1)
    % of
Total
    Maximum
Redemption
Scenario(2)
    % of
Total
 

Golden Falcon Public Stockholders

     4,208,579       6.55     3,000,000       4.69

Sponsor

     1,045,183       1.63     754,000       1.18

MNG Shareholders

     58,990,353       91.82     60,175,775       94.13
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Shares Outstanding

     64,244,115       100.00     63,929,775       100.00
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Equity Value Post-Redemptions

   $ 642,441,150 (3)      $ 639,297,750 (3)   
  

 

 

     

 

 

   

 

Additional Dilution Sources    Minimum
Redemption
Scenario(1)
     % of
Total(8)
    Per
Share
Value(9)
     Maximum
Redemption
Scenario (2)
     % of
Total(8)
    Per
Share
Value(9)
 

Sponsor Convertible Promissory Note(4)

     1,000,000        1.53   $ 10.02        1,000,000        1.54   $ 10.02  

Public Warrants(5)

     17,250,000        21.17   $ 10.32        17,250,000        21.25   $ 11.55  

Private Warrants(6)

     8,900,000        12.17   $ 10.18        8,900,000        12.22   $ 10.85  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Additional Dilution Sources(7)

     27,150,000        34.87   $ 10.45        27,150,000        35.01   $ 10.45  

 

1)

This scenario assumes that no shares of Class A Common Stock are redeemed from the Public Stockholders subsequent to the redemptions that occurred through December 31, 2022.

2)

This scenario assumes that approximately 1,208,579 shares of Class A Common Stock are redeemed from the Public Stockholders.

3)

This scenario assumes that the Total Shares Outstanding have a value of $10.00 per share.

4)

This row assumes that the maximum amount permitted under the Sponsor Convertible Promissory Note in the aggregate amount of $1,000,000 is fully drawn down by Golden Falcon and elected by Sponsor to be converted into Public Warrants at a price of $1.00 per warrant, and such converted warrants are all exercised, although, as of the date of this proxy statement/prospectus, the Sponsor intends for the note to be repaid in cash. Percentages in this row represent (a) the 1,000,000 shares of Class A Common Stock underlying such warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 1,000,000 shares of Class A Common Stock underlying such warrants.

5)

This row assumes exercise of all Public Warrants outstanding as of December 31, 2022, to purchase 17,250,000 shares of Class A Common Stock. Percentages in this row represent (a) the 17,250,000 shares of Class A Common Stock underlying the Public Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 17,250,000 shares of Class A Common Stock underlying the Public Warrants.

 

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6)

This row assumes exercise of all Private Warrants outstanding as of December 31, 2022, to purchase 8,900,000 shares of Class A Common Stock. Percentages in this row represent (a) the 8,900,000 shares of Class A Stock underlying the Private Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 8,900,000 shares of Class A Common Stock underlying the Private Warrants.

7)

This row assumes the issuance of all MNG Ordinary Shares in connection with each of the additional dilution sources, which equals 27,150,000 MNG Ordinary Shares in the minimum redemption scenario or 27,150,000 MNG Ordinary Shares in the maximum redemption scenario, in each case, following the consummation of the Business Combination. Percentages in this row represent (a) the foregoing share amounts, as applicable, divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 64,244,115 MNG Ordinary Shares in the minimum redemption scenario or 63,929,775 MNG Ordinary Shares in the maximum redemption scenario. The numbers of shares and percentage interests set forth in the tables above are based on a number of assumptions described in the footnotes to the tables and that neither Golden Falcon nor MNG issues any additional equity securities prior to the Business Combination, including in a Potential Financing, as described below. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

8)

The Percentage of Total with respect to each additional dilution source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.

9)

Calculation of value per share assumes the issuance of the maximum amount of MNG Ordinary Shares in connection with the additional dilution sources. In addition, calculation of value per share in the rows entitled “Sponsor Convertible Promissory Note,” “Public Warrants” and “Private Warrants,” is based on the applicable Total Equity Value Post-Redemptions in the Minimum Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Warrants at $11.50 per share for a total cash exercise price of approximately $653.9 million in the row entitled “Sponsor Convertible Promissory Note,” $840.8 million in the row entitled “Public Warrants” and approximately $744.8 million in the row entitled “Private Warrants.” Calculation of value per share in the row entitled “Total Additional Dilution Sources” is based on the applicable Total Equity Value Post-Redemptions in the Minimum Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Warrants at $11.50 per share in the rows entitled “Sponsor Convertible Promissory Note,” “Public Warrants” and “Private Warrants.”

The numbers of shares and percentage interests set forth in the tables above are based on a number of assumptions described in the footnotes to the tables and that neither Golden Falcon nor MNG issues any additional equity securities prior to the Business Combination, including in a Potential Financing, as described below. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. As of the date of this filing, Golden Falcon has not yet entered into any Potential Financings in connection with the Business Combination. Golden Falcon paid UBS Securities LLC and Moelis & Company LLC, the representatives in Golden Falcon’s IPO, an underwriting discount of $0.20 per Unit offered or $6.9 million in the aggregate, and agreed to pay them a deferred underwriting fee of $0.35 per Unit upon the consummation of its initial business combination. On December 6, 2022, UBS Securities LLC and Moelis & Company LLC and Golden Falcon entered into an amendment to the underwriting agreement, pursuant to which they agreed to a reduction of the deferred underwriting fee. For more information about the terms of such reduction in the deferred underwriting fee, see “Golden Falcon’s Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” In the event that none of the Public Stockholders elect to redeem their shares of Class A Common Stock in connection with the Business Combination, these fees of $5,709,133 will be borne by all of the Public Stockholders. However, in the event that the maximum number of Public Stockholders choose to redeem their shares of Class A Common Stock, the aggregate fees, which total $5,000,000, would be borne by the remaining Public Stockholders, the Sponsor and MNG Shareholders. By way of example, the Deferred Underwriting Fee (as defined herein) would represent approximately 13.4% of the amounts in the

Trust Account if none of the Public Stockholders redeem their shares, or 18.8% of the amounts in the Trust Account after giving effect to redemptions if the maximum number of Public Stockholders redeem their shares.

 

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Q.

Will Golden Falcon obtain new financing in connection with the Business Combination?

 

A.

During the period from the signing of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement and the Closing, Golden Falcon may execute subscription agreements, forward purchase agreements, non-redemption agreements or backstop agreements (each, a “Potential Financing”) with potential investors in order to satisfy certain Closing conditions. Golden Falcon may execute a Potential Financing without the prior written consent of MNG if the potential investor agrees to purchase or invest in, for cash or cash equivalents, shares of Class A Common Stock at $10.00 per share or MNG Ordinary Shares at $10.00 per share assuming that the Stock Split has occurred (each, a “Common Equity Financing”). If Golden Falcon enters into a Potential Financing, including a Common Equity Financing, Golden Falcon Stockholders will experience additional dilution. As of the date of this filing, Golden Falcon has not yet entered into any Potential Financings or Common Equity Financings in connection with the Business Combination. Golden Falcon does not currently have any plans to obtain more than the Available Cash amount in Potential Financings, including Common Equity Financings, nor is it pursuing a higher range, however, should such financing opportunities become available, Golden Falcon may consider obtaining above the Available Cash amount.

 

Q.

Are there any arrangements to help ensure that Golden Falcon will have sufficient funds, together with the proceeds in its Trust Account, to fund the aggregate purchase price?

 

A.

Unless waived by MNG, the Business Combination Agreement provides that the obligation of MNG to consummate the Business Combination is conditioned on the Available Cash of Golden Falcon equaling or exceeding $30,000,000 by the 40th day after the registration statement, of which this proxy statement/prospectus forms a part, is declared effective by the SEC. Available Cash consists of: (1) the amount in the Trust Account, after giving effect to redemptions of Public Shares, (2) without the prior written consent of MNG, the proceeds from any Potential Financing pursuant to which the potential investor agrees to purchase or invest in, for cash or cash equivalents, shares of Class A Common Stock at $10.00 per share or MNG Ordinary Shares at $10.00 per share assuming that the Stock Split has occurred, and (3) with the prior written consent of MNG, any other Potential Financing pursuant to which the investor agrees to purchase or invest in, for cash or cash equivalents, shares of Class A Common Stock or MNG Ordinary Shares.

 

Q.

Who will be the officers and directors of MNG if the Business Combination is consummated?

 

A.

Upon the Closing, it is anticipated that the MNG Board will be composed of seven members.

Immediately following the consummation of the Business Combination, MNG expects that the current senior management of MNG will continue to comprise the senior management of MNG.

See “Management of MNG Following the Business Combination” for additional information.

 

Q.

What conditions must be satisfied to complete the Business Combination?

 

A.

There are a number of Closing conditions in the Business Combination Agreement, including that Golden Falcon Stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

 

Q.

What happens if I sell my shares of Class A Common Stock before the Special Meeting?

 

A.

The record date for the Special Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Class A Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will

 

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  retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Class A Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

 

Q.

What vote is required to approve the proposals presented at the Special Meeting?

 

A.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the then-outstanding shares of Golden Falcon Common Stock voting together as a single class. The approval of the Adjournment Proposal and Governance Proposals (on an advisory basis) require the affirmative vote of at least a majority of the shares of Golden Falcon Common Stock entitled to vote thereon and voted in person or by proxy at the Special Meeting. Accordingly, a Public Stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or a Broker Non-Vote will have the same effect as a vote “against” the Business Combination Proposal and no effect on the Governance Proposals and the Adjournment Proposal.

 

Q.

How do Golden Falcon’s Initial Stockholders intend to vote on the proposals?

 

A.

The Sponsor and Golden Falcon’s directors have agreed to vote any Founder Shares and any Public Shares held by them as of the record date in favor of each of the proposals presented at the Special Meeting. As of the record date, the Sponsor and Golden Falcon’s directors beneficially owned an aggregate of approximately 67.2% of the outstanding shares of Golden Falcon Common Stock.

 

Q.

Do the MNG Shareholders need to approve the Business Combination?

 

A.

Yes. Concurrently with the execution of the Business Combination Agreement, the MNG Shareholders executed an MNG Shareholders Statement, pursuant to which, among other things, they agreed to support and vote their MNG Ordinary Shares in favor of the proposals that the MNG Shareholders are required to approve in connection with the Business Combination. For further information, please see the section entitled “Certain Agreements Related to the Business Combination —MNG Shareholders Statement.”

 

Q.

May the Sponsor or Golden Falcon’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

 

A.

The Sponsor and Golden Falcon’s directors, officers, advisors or their affiliates may privately negotiate transactions to purchase Public Shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for cash in conjunction with the Business Combination for a per share pro rata portion of the Trust Account without the prior written consent of MNG. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Golden Falcon Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares for cash. The purpose of these purchases would be to increase the amount of cash available to Golden Falcon for use in the Business Combination.

Any shares purchased by the Sponsor or Golden Falcon’s directors, officers, advisors or their affiliates would be purchased at a price no higher than the per share pro rata portion of the Trust Account. Any shares so purchased would not be voted in favor of the Business Combination Proposal at the Special Meeting and would not be redeemable by the Sponsor or Golden Falcon’s directors, officers, advisors or their affiliates.

 

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As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Golden Falcon will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of shares or warrants purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Business Combination Proposal will be approved, the identity (if not purchased in the open market) or nature of the security holders who sold to the Sponsor or Golden Falcon’s directors, officers, advisors or their affiliates, and the number of Public Shares then redeemed.

 

Q.

How many votes do I have at the Special Meeting?

 

A.

Golden Falcon Stockholders are entitled to one vote at the Special Meeting for each share of Golden Falcon Common Stock held of record as of the record date. As of the close of business on the record date, there were 12,833,579 outstanding shares of Golden Falcon Common Stock, consisting of 4,208,579 Public Shares and 8,625,000 Founder Shares.

 

Q.

What interests do Golden Falcon’s current officers and directors have in the Business Combination?

 

A.

Golden Falcon Board and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

 

   

the beneficial ownership of the Sponsor, which is controlled by Makram Azar, Golden Falcon’s chief executive officer and director, and Scott Freidheim, chairman of the Golden Falcon Board, of an aggregate of 17,345,000 shares of Golden Falcon Common Stock, consisting of:

 

   

8,625,000 Founder Shares purchased by the Sponsor for an aggregate price of approximately $25,000 (of which an aggregate of 180,000 shares were transferred to Golden Falcon’s independent directors), which shares will be converted into shares of Class A Common Stock immediately prior to the Closing; and

 

   

8,900,000 shares of Class A Common Stock underlying Private Placement Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $8.9 million.

All of the above Founder Shares and Warrants would become worthless if Golden Falcon does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption and liquidation with respect to these shares. Such shares and warrants have an aggregate market value of approximately $87,198,750 million and $2,047,000, respectively, based on the closing price of Class A Common Stock of $10.11 and the closing price of Warrants of $0.23 on the NYSE on April 6, 2023;

 

   

the beneficial ownership of Golden Falcon’s independent directors, Xavier Rolet, KBE, Dominique D’Hinnin, I. Martin Pompadur, Isabelle Amiel Azoulai and Mikael Breuer-Weil, who each hold 36,000 Founder Shares with a market value of approximately $363,960 based on the closing price of Class A Common Stock of $10.11 on the NYSE on April 6, 2023. The Founder Shares would become worthless if Golden Falcon does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

 

   

the fact that given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Units sold in the Golden Falcon IPO and the substantial number of shares of Class A Common Stock that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the MNG ADSs trade below the price initially paid for the Units in the Golden Falcon IPO and the Golden Falcon Stockholders experience a negative rate of return following the completion of the Business Combination;

 

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the agreement by the Sponsor and Golden Falcon’s directors to vote any shares of Golden Falcon Common Stock held by them in favor of the Business Combination Proposal;

 

   

the fact that if the Trust Account is liquidated, including in the event Golden Falcon is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Golden Falcon to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Golden Falcon has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Golden Falcon, but only if such a vendor or target business has not executed a waiver (other than Golden Falcon’s independent public accountants) of any and all rights to amounts held in the Trust Account;

 

   

the fact that the Sponsor has made available to Golden Falcon a loan of up to $1,000,000 pursuant to the Sponsor Convertible Promissory Note, of which $1,048,495 was advanced by the Sponsor to Golden Falcon as of the date of this proxy statement/prospectus, and that the note will mature on the date on which Golden Falcon consummates its initial business combination (and as such, such loan is expected to be repaid in connection with the Closing). At the option of Golden Falcon, the Sponsor Convertible Promissory Note may be converted into MNG Warrants at a price of $1.00 per warrant;

 

   

the fact that Golden Falcon’s officers, directors, Initial Stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations Although these individuals have negotiated the repayment of any such expenses upon completion of an initial business combination, as of the record date no such expenses or any other fees have been incurred by them. However, if they were to incur such reimbursable expenses, and Golden Falcon fails to consummate a business combination, they will not have any claim against the Trust Account for reimbursement. Accordingly, Golden Falcon will most likely not be able to reimburse these expenses if the Business Combination is not completed. Although as of the record date, Golden Falcon’s officers, directors, Initial Stockholders and their affiliates had not incurred any unpaid reimbursable expenses, they may incur such expenses in the future. There are no fees contingent upon a business combination payable to the Sponsor or its affiliates upon consummation of the Business Combination;

 

   

The Existing Charter provides that the doctrine of corporate opportunity will not apply with respect to Golden Falcon or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Golden Falcon does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Golden Falcon’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Golden Falcon as well as the other entities with which they are affiliated. Golden Falcon’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Golden Falcon’s management has a pre-existing fiduciary obligation will be presented the opportunity before Golden Falcon is presented with it. Golden Falcon does not believe, however, that the fiduciary duties or contractual obligations of Golden Falcon’s officers or directors or waiver of corporate opportunity materially affected Golden Falcon’s search for a Business Combination. Golden Falcon is not aware of any such corporate opportunity not being offered to Golden Falcon and does not believe the renouncement of Golden Falcon’s interest in any such corporate opportunities impacted Golden Falcon’s search for an acquisition target;

 

   

the anticipated continuation of Scott Freidheim, Chairman of the Golden Falcon Board and Makram Azar, Golden Falcon’s Chief Executive Officer and director, as independent directors of MNG following the Closing; and

 

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the continued indemnification of current directors and officers of Golden Falcon and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence Golden Falcon Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should also read the section entitled “The Business Combination — Interests of Golden Falcons Directors and Officers in the Business Combination.”

 

Q.

Did Golden Falcon Board obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination?

 

A.

Golden Falcon Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Golden Falcon Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to Golden Falcon Stockholders. Golden Falcon Board also determined, without seeking a valuation from a financial advisor, that MNG’s fair market value was at least 80% of Golden Falcon’s net assets, excluding any taxes payable on interest earned. The Golden Falcon Board’s determination was partially based on quantitative factors such as historical financial results of MNG’s business, comparable company analysis based on selected publicly-traded companies, as discussed under the heading “Proposal No. 1 – The Business Combination Proposal – The Business Combination – The Background of the Business Combination.” The Golden Falcon Board also made qualitative judgements based on information regarding (i) MNG’s business, prospects, financial condition, operations, technology, products, offerings, management, competitive position, and strategic business goals and objectives, (ii) general economic, industry, regulatory, and financial market conditions, and (iii) opportunities and competitive factors within MNG’s industry. Accordingly, investors will be relying on the judgment of Golden Falcon Board as described above in valuing MNG’s business and assuming the risk that Golden Falcon Board may not have properly valued such business.

 

Q.

What happens if the Business Combination Proposal is not approved?

 

A.

If the Business Combination Proposal is not approved and Golden Falcon does not consummate a business combination by June 22, 2023 (or such earlier date as determined by the Golden Falcon Board), or amend the Existing Charter to extend the date by which Golden Falcon must consummate an initial business combination, Golden Falcon will be required to dissolve and liquidate the Trust Account.

 

Q.

Do I have redemption rights?

 

A.

If you are a holder of Public Shares, you have the right to demand that Golden Falcon redeem your Public Shares for a pro rata portion of the cash held in the Trust Account (including interest earned and not previously released to Golden Falcon to pay its taxes), which holds the proceeds of the Golden Falcon IPO, calculated as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. We refer to these rights to demand redemption of the Public Shares as “redemption rights.” Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor and each of Golden Falcon’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after the Golden Falcon IPO, in connection with the completion of Golden Falcon’s initial Business Combination. These shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $42.6 million as of December 31, 2022, the estimated per share redemption price would have been approximately $10.11. This is greater than the $10.00 Golden Falcon IPO price of Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be

 

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  entitled to a pro rata portion of the Trust Account (including interest earned and not previously released to Golden Falcon to pay its taxes), in connection with the liquidation of the Trust Account.

If a Public Stockholder does not redeem its shares of Class A Common Stock, but other Public Stockholders do elect to redeem, the non-redeeming Public Stockholder would own shares with a lower book value per share.

 

Q.

Is there a limit on the number of shares I may redeem?

 

A.

A Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without Golden Falcon’s prior consent. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Stockholder who holds 15% or less of the Public Shares may redeem all of the Public Shares held by it for cash.

 

Q.

Will how I vote affect my ability to exercise redemption rights?

 

A.

No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less-liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of the NYSE.

 

Q.

How do I exercise my redemption rights?

 

A.

A holder of Public Shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that Golden Falcon redeem your Public Shares for cash, and deliver your Public Shares to CST, Golden Falcon’s transfer agent, physically or electronically using the DTC’s DWAC System no later than two (2) business days prior to the Special Meeting. Holders of Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact CST directly and instruct them to do so. Any holder of Public Shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Golden Falcon to pay its taxes. Such amount will be paid promptly upon consummation of the Business Combination.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to CST and later decide prior to the Special Meeting not to elect redemption, you may request that CST return the shares (physically or electronically). You may make such request by CST at the address listed under the question “Who can help answer my questions?” below.

Any written demand of redemption rights must be received by CST at least two (2) business days prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to CST.

If you are a holder of Public Shares (including through the ownership of Units) and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold (including those contained

 

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in any Units you hold). Your Warrants will become exercisable to purchase one MNG Ordinary Share for a purchase price of $11.50 beginning 30 days after consummation of the Business Combination.

 

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A.

For a discussion of the material U.S. federal income tax consequences of exercising your redemption rights, see the section entitled “Material U.S. Federal Income Tax Considerations.”

 

Q.

If I hold Warrants, can I exercise redemption rights with respect to my warrants?

 

A.

No. Holders of Warrants do not have any redemption rights with respect to such warrants.

 

Q.

If I hold Units, can I exercise redemption rights with respect to my Units?

 

A.

No. Holders of Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Units into the underlying Public Shares and Public Warrants, or if you hold Units registered in your own name, you must contact CST directly and instruct them to do so. If you fail to cause your Units to be separated and delivered to CST prior to 4:30 p.m., Eastern time, on [●], 2023, you will not be able to exercise your redemption rights with respect to your Public Shares.

 

Q.

Do I have appraisal rights if I object to the Business Combination?

 

A.

No. There are no appraisal rights available to holders of shares of Class A Common Stock in connection with the Business Combination.

 

Q.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A.

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Public Stockholders who properly exercise their redemption rights and (ii) tax obligations of Golden Falcon prior to the Closing. Any additional funds available for release from the Trust Account will be used for the cost of the purchase of MNG Ordinary Shares from Mapa to be delivered to Golden Falcon Stockholders at the Closing in connection with the Merger.

 

Q.

What happens if the Business Combination is not consummated?

 

A.

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement — Termination for information regarding the parties specific termination rights and — Does MNG have to pay anything to Golden Falcon if the Business Combination Agreement is terminated? for additional information.

If, as a result of the termination of the Business Combination Agreement or otherwise, Golden Falcon is unable to complete a Business Combination by June 22, 2023 (or such earlier date as determined by the Golden Falcon Board), or obtain the approval of Golden Falcon Stockholders to extend the deadline for Golden Falcon to consummate an initial business combination, the Existing Charter provides that Golden Falcon will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to Golden Falcon to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Golden Falcon Stockholders’ rights as stockholders (including the right to receive

 

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further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Golden Falcon’s remaining stockholders and Golden Falcon Board, liquidate and dissolve, subject, in each case, to Golden Falcon’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — Golden Falcon may not be able to consummate an initial Business Combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate” and “ Golden Falcon Stockholders may be held liable for claims by third parties against Golden Falcon to the extent of distributions received by them.” The Sponsor and each of Golden Falcon’s officers and directors have waived any right to any liquidation distribution with respect to the Founder Shares.

In the event of liquidation, there will be no distribution with respect to outstanding Warrants. Accordingly, the Warrants will expire worthless.

 

Q.

Does MNG have to pay anything to Golden Falcon if the Business Combination Agreement is terminated?

 

A.

No.

 

Q.

When is the Business Combination expected to be completed?

 

A.

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement —Conditions to Closing.

 

Q.

What do I need to do now?

 

A.

You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q.

How do I vote?

 

A.

If you were a holder of record of Golden Falcon Common Stock on [●], 2023, the record date for the Special Meeting, you may vote with respect to the applicable proposals in person or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed postage-paid envelope, you are authorizing the individuals named on the proxy card to vote your shares of Golden Falcon Common Stock at the Special Meeting in the manner you indicate. Golden Falcon encourages you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on [●], 2023.

Voting at the Special Meeting. If your shares of Golden Falcon Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the

 

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Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. For additional information, please see the section entitled “The Special Meeting of Golden Falcon Stockholders.”

 

Q.

What will happen if I abstain from voting or fail to vote at the Special Meeting?

 

A.

At the Special Meeting, Golden Falcon will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote “against” the Business Combination Proposal and will have no effect on the other proposals. Failure to vote by proxy or to vote in person at the Special Meeting will have the same effect as a vote “against” the Business Combination Proposal and will have no effect on the other proposals.

 

Q

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A.

Signed and dated proxies received by Golden Falcon without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

 

Q.

Do I need to attend the Special Meeting to vote my shares?

 

A.

No. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Golden Falcon encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

 

Q.

If I am not going to attend the Special Meeting, should I return my proxy card instead?

 

A.

Yes. Whether you plan to attend the Special Meeting or not, please read and consider the information contained in this proxy statement/prospectus carefully and vote your shares of Golden Falcon Common Stock by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on the Business Combination Proposal. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “Broker Non-Vote.” Broker Non-Votes will not be counted for purposes of determining the presence of a quorum at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a Broker Non-Vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a Broker Non-Vote occurs will be redeemed in connection with the Business Combination.

 

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Q.

May I change my vote after I have mailed my signed proxy card?

 

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to Golden Falcon’s secretary at the address listed below prior to the vote at the Special Meeting, or attend the Special Meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Golden Falcon’s secretary, provided such revocation is received prior to the vote at the Special Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

 

Q.

What should I do if I receive more than one set of voting materials?

 

A.

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q.

What is the quorum requirement for the Special Meeting?

 

A.

A quorum will be present at the Special Meeting if a majority of the Golden Falcon Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy.

As of the record date for the Special Meeting, [●] shares of Golden Falcon Common Stock are required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person (which would include presence at a virtual meeting) at the Special Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, the chairman of the Special Meeting may adjourn the Special Meeting to another date.

 

Q.

What happens to the Warrants I hold if I vote my shares of Golden Falcon Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

 

A.

Properly exercising your redemption rights as a Public Stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your Warrants, and if Golden Falcon does not otherwise consummate an initial Business Combination by June 22, 2023 (or such earlier date as determined by the Golden Falcon Board), or obtain the approval of Golden Falcon Stockholders to extend the deadline for Golden Falcon to consummate an initial business combination, Golden Falcon will be required to dissolve and liquidate, and your Warrants will expire worthless.

 

Q.

Who will solicit and pay the cost of soliciting proxies?

 

A.

Golden Falcon will pay the cost of soliciting proxies for the Special Meeting. Golden Falcon has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. Golden Falcon has agreed to pay Morrow Sodali LLC a fee of $[●]. Golden Falcon will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Golden Falcon also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Golden Falcon Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Golden Falcon Common Stock and in obtaining voting instructions from those owners. Golden Falcon’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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Q.

Who can help answer my questions?

 

A.

If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact Golden Falcon’s proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Telephone: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: [●].info@investor.morrowsodali.com

You may also contact Golden Falcon at:

Golden Falcon Acquisition Corp.

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attention: Makram Azar, Chief Executive Officer

To obtain timely delivery, Golden Falcon Stockholders and warrantholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about Golden Falcon from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to CST prior to 4:30 p.m., New York time, on the second business day prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Special Meeting, you should read this proxy statement/prospectus carefully and in its entirety, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Golden Falcon Acquisition Corp.

Golden Falcon is a Delaware corporation structured as a blank check company formed on August 24, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. While Golden Falcon may pursue an initial business combination with any target business and in any sector or geographical location, it initially intended to focus its search on companies operating in the technology, media, telecom, and fintech sectors that are headquartered in Europe, Israel, the Middle East or North America.

Golden Falcon’s Units, Class A Common Stock, and Warrants trade on the NYSE under the symbols “GFX.U,” “GFX” and “GFX WS,” respectively. At the Closing, the outstanding shares of Golden Falcon Common Stock will be exchanged into MNG ADSs and the outstanding Warrants will be converted into MNG Warrants.

The mailing address of Golden Falcon’s principal executive office is 850 Library Avenue, Suite 204, Newark, Delaware, and its telephone number is (970) 315-2644.

HoldCo

HoldCo is a Delaware limited liability company. HoldCo is a direct, wholly-owned subsidiary of MNG and the owner of all of the limited liability company interests of IntermediateCo and FinCo. HoldCo was formed on December 2, 2022 for the purpose of consummating the Business Combination and has not carried on any activities other than in connection with the Business Combination.

The address of HoldCo’s registered office is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

IntermediateCo

IntermediateCo is a Delaware limited liability company. IntermediateCo is a direct, wholly-owned subsidiary of HoldCo and the owner of all the corporation interests of Merger Sub. IntermediateCo was formed on December 2, 2022 for the purpose of consummating the Business Combination and has not carried on any activities other than in connection with the Business Combination.

The address of IntermediateCo’s registered office is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

FinCo

FinCo is a Delaware limited liability company. FinCo is a direct, wholly-owned subsidiary of HoldCo. FinCo was formed on December 2, 2022 for the purpose of consummating the Business Combination and has not carried on any activities other than in connection with the Business Combination.

 

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The address of FinCo’s registered office is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

Merger Sub

Merger Sub is a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo. Merger Sub was formed on December 2, 2022 for the purpose of consummating the Business Combination and has not carried on any activities other than in connection with the Business Combination.

The address of Merger Sub’s registered office is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

MNG Havayollari ve Tasimacilik A.S.

MNG, a joint stock corporation organized under the laws of Turkey, is a global logistics provider. The company started operations in 1996, having conducted its first transatlantic flight in 1998, and now services over 15,000 corporate customers across 42 countries through over 3,500 flights per year. MNG offers charter services with customized plane and capacity options in addition to scheduled flights and aircraft, maintenance, crew and insurance (ACMI) services. MNG also has had a fully equipped and EU standards-compliant warehouse since 2000.

The mailing address of MNG’s principal executive office is WOW Convention Center İDTM, Yesilkoy/Bakirkoy, Istanbul/Turkey 34149, and its telephone number is +90 212 465 0500.

Emerging Growth Company

Each of Golden Falcon and MNG is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, they are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find MNG’s securities less attractive as a result, there may be a less active trading market for MNG’s securities and the prices of MNG’s securities may be more volatile.

MNG will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the date on which MNG ADSs were offered in connection with the Business Combination, (b) in which it has total annual gross revenues of at least $1.235 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which it has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

MNG expects to qualify as a foreign private issuer under applicable U.S. federal securities laws. As a foreign private issuer whose shares will be listed on the NYSE, MNG will be permitted to follow certain home country corporate governance practices in lieu of certain NYSE stock exchange requirements. MNG intends to take advantage of the exemptions available to it as a foreign private issuer so long as it continues to qualify as a

 

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foreign private issuer. In addition, the rules governing the information that MNG must disclose differ from those governing U.S. corporations pursuant to the Exchange Act of 1934 (the “Exchange Act”). MNG will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. Moreover, MNG is not required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission (the “SEC”) as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic Issuers. MNG will not be required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. Finally, MNG’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act.

Controlled Company

A “controlled company” under the NYSE rules is a company of which more than 50% of the voting power is held by an individual, group or another company. It is anticipated that, upon consummation of the Business Combination, in the “Minimum Redemption Scenario” and in the “Maximum Redemption Scenario” described herein, Mapa will own 66.1% and 68.4%, respectively, of MNG’s voting rights and Mehmet Nazif Gunal, as the beneficial owner of Mapa will own 88.8% and 99.1%, respectively of MNG’s voting rights. Therefore, because following the consummation of the Business Combination Mapa is expected to control a majority of the voting power of MNG’s outstanding shares, MNG will be a “controlled company” within the meaning of the corporate governance standards of the NYSE listing rules. Under these corporate governance standards, a company may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements.

The Business Combination Agreement

On December 6, 2022, Golden Falcon, MNG, HoldCo, IntermediateCo, FinCo, and Merger Sub entered into the Business Combination Agreement, pursuant to which, among other things, Merger Sub will merge with and into Golden Falcon (the “Merger”), with Golden Falcon continuing as the surviving company after the Merger, as a result of which Golden Falcon will become an indirect, wholly-owned subsidiary of MNG (the “Business Combination”).

The terms and conditions of the Merger are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Merger.

Structure of the Business Combination

 

   

Prior to the Effective Time, MNG will effect a Pre-Closing Reorganization (as defined below) and a Stock Split (as defined below);

 

   

At the Effective Time, each share of Class B Common Stock will be automatically converted into one share of Class A Common Stock in accordance with the terms of the Existing Charter and, after giving effect to such automatic conversion at the Effective Time, as a result of the Merger, (a) issued and outstanding shares of Class A Common Stock will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one MNG ADS (and the MNG Ordinary Share

 

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represented thereby), a portion of which will be subject to vesting conditions pursuant to the Sponsor Support Agreement; and (b) each outstanding warrant to purchase one share of Class A Common Stock will automatically become an MNG Warrant and all rights with respect to shares of Class A Common Stock underlying the Warrants will be automatically converted into rights to purchase MNG Ordinary Shares and thereupon assumed by MNG.

 

   

Immediately following the Pre-Closing Reorganization and the Stock Split and at the Effective Time, upon the terms and subject to the conditions of the Business Combination Agreement and in accordance with the DGCL, Merger Sub will merge with and into Golden Falcon, with Golden Falcon continuing as the surviving company after the Merger, as a result of which, Golden Falcon will become an indirect, wholly-owned subsidiary of MNG;

 

   

Immediately after the Merger, Golden Falcon, HoldCo, IntermediateCo, FinCo, and MNG Shareholders will effect certain post-merger transactions; and

Pre-closing Reorganization; Stock Split

 

   

Prior to the Effective Time, MNG will effect a reorganization in accordance with certain steps and transactions (the “Pre-Closing Reorganization”), which includes, among other things, the purchase by IntermediateCo of a certain number of MNG Ordinary Shares from Mapa, pursuant to a share purchase agreement, which will allow IntermediateCo to deposit such MNG Ordinary Shares with the Depositary Bank immediately prior to the Effective Time in connection with the transactions contemplated herein;

 

   

Prior to the Effective Time, MNG will effect the stock split under which each MNG Ordinary Share that is issued and outstanding immediately prior to the Effective Time will be split into a number of MNG Ordinary Shares determined by multiplying each such MNG Ordinary Share by the Split Factor (as defined in the Business Combination Agreement) (the “Stock Split”); and

Prior to the Effective Time, one MNG Ordinary Share held by Mapa will be converted to a newly-designated MNG Preferred Share, which shall entitle Mapa to nominate five directors to the MNG Board (for further details, see “Description of MNG Securities—Share Classes—Privileges attached to the MNG Preferred Share”). For more information, please see the section entitled “The Business Combination Agreement”. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Effect of the Merger on Securities of Golden Falcon and Merger Sub.

Upon the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the parties or any other person, the following will occur:

 

   

Units. Immediately prior to the Effective Time, the Class A Common Stock and the Warrants comprising each issued and outstanding Unit immediately prior to the Effective Time will be automatically separated (the “Unit Separation”) and the holder thereof will be deemed to hold one share of Class A Common Stock and one-half of one Warrant, provided, that, no fractional Warrants will be issued in connection with the Unit Separation such that if a holder of Units would be entitled to receive a fractional Warrant upon the Unit Separation, the number of Warrants to be issued to such holder upon the Unit Separation will be rounded down to the nearest whole number of Warrants.

 

   

Golden Falcon Shares.

 

  i.

At the Effective Time, the Golden Falcon Class B Conversion will be effected. Following the Golden Falcon Class B Conversion, each share of Class B Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist, and each former holder of shares of Class B Common Stock will thereafter cease to have any rights with respect to such securities.

 

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  ii.

At the Effective Time, each issued and outstanding share of Class A Common Stock (other than any Excluded Shares (as defined below) will be converted automatically into a right to receive, for each share of Class A Common Stock, one MNG ADS (and the MNG Ordinary Share represented thereby) after giving effect to the Stock Split, following which, each share of Class A Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist by virtue of the Merger and each former holder(s) of certificates, if any, evidencing ownership of shares of Class A Common Stock or shares of Class A Common Stock held in book-entry form issued and outstanding immediately prior to the Effective Time will thereafter cease to have any rights with respect to such securities, except as otherwise provided herein or by Applicable Legal Requirements (as defined in the Business Combination Agreement).

 

  iii.

Each share of Class A Common Stock held in Golden Falcon’s treasury or owned by MNG or Merger Sub or any other wholly-owned subsidiary of MNG or Golden Falcon immediately prior to the Effective Time (each an “Excluded Share”), will be cancelled and will cease to exist, and no consideration will be paid or payable with respect thereto.

 

   

Merger Sub Shares. At the Effective Time, each share of common stock, par value $0.0001 per share, of Merger Sub (the “Merger Sub Shares”) that is issued and outstanding immediately prior to the Effective Time will automatically convert into one share of common stock, par value $0.0001 per share, of the Surviving Company. The share of common stock of the surviving company will have the same rights, powers and privileges as the shares so converted and will constitute the only issued and outstanding share capital of the Surviving Company.

 

   

Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of a Warrant, each Warrant that is issued and outstanding immediately prior to the Effective Time will automatically and irrevocably be converted into the right to receive one MNG Warrant exercisable for MNG Ordinary Shares in accordance with its terms. From and after the Effective Time, the holders of Warrants prior to the Effective Time will cease to have any rights with respect to such warrants as provided for herein or by Applicable Legal Requirements.

 

   

Adjustment to Merger Consideration. The Split Factor will be adjusted to reflect appropriately the effect of any stock split, split-up, reverse stock split, stock dividend or stock distribution (including any dividend or distribution of securities convertible into MNG Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change (in each case, other than the Stock Split) with respect to MNG Ordinary Shares occurring on or after the date hereof and prior to the Closing.

Merger Consideration

At the Effective Time, each issued and outstanding share of Class A Common Stock (other than any Excluded Shares) will be converted automatically into a right to receive, for each share of Class A Common Stock, one MNG ADS (and the MNG Ordinary Share represented thereby) after giving effect to the Stock Split.

Representations, Warranties and Covenants

The Business Combination Agreement contains customary representations, warranties and covenants of MNG, Merger Sub and Golden Falcon relating to, among other things, their ability to enter into the Business Combination Agreement and their outstanding capitalization. The Business Combination Agreement also contains covenants by MNG and its subsidiaries to conduct their businesses in the ordinary course and consistent with past practice during the period between the execution of the Business Combination Agreement and consummation of the Business Combination and to refrain from taking certain actions specified in the Business Combination Agreement. MNG has agreed to customary “no shop” obligations.

 

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For more information, please see the section entitled “The Business Combination AgreementRepresentations, Warranties and Covenants”.

Closing of Business Combination

The Closing will take place no later than the third Business Day after the satisfaction or waiver of the Closing conditions of the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time, date and location as MNG and Golden Falcon agree in writing (the date on which the Closing occurs, the “Closing Date”).

Conditions to Closing

Mutual Conditions

The obligations of the respective parties to the Business Combination Agreement to effect the Merger and the other transactions will be subject to the satisfaction at or prior to the Closing or waiver of the following conditions:

 

   

Approval by the required stockholders of Golden Falcon and MNG of the Business Combination Agreement and the Business Combination.

 

   

Golden Falcon will have at least $5,000,001 of net tangible assets immediately after giving effect to the redemptions of Golden Falcon Stockholders upon the Closing.

 

   

No provision of any Applicable Legal Requirement prohibiting, enjoining or making illegal the consummation of the Business Combination will be in effect and no temporary, preliminary or permanent restraining order prohibiting, enjoining or making illegal the consummation of the Business Combination will be in effect or will be threatened in writing by a Governmental Entity.

 

   

The MNG ADSs and MNG Warrants to be issued in connection with the Closing will be approved for listing upon the Closing on the NYSE, subject only to official notice of issuance thereof.

 

   

The Registration Statement will have become effective in accordance with the provisions of the Securities Act, no stop order will have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order will have been threatened or initiated by the SEC which remains pending.

 

   

The required regulatory approvals will have been obtained. See section titled “Regulatory Approvals Required for the Business Combination”.

Golden Falcon Conditions

The obligations of MNG and Merger Sub to consummate, or cause to be consummated, and effect the Merger and the Business Combination will be subject to the satisfaction at or prior to the Closing or waiver of each of the following conditions:

 

   

The Fundamental Representations of Golden Falcon will be true and correct in all material respects, and all other representations and warranties of Golden Falcon (other than the representation that there has not been a GF Material Adverse Effect (as defined in the Business Combination Agreement) will be true and correct, except where the failure of such representations and warranties of Golden Falcon to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a GF Material Adverse Effect, in each case (without giving effect to any limitation as to “materiality” or “GF Material Adverse Effect” or any similar limitation contained in the Business Combination Agreement) on and as of the date of the Business Combination Agreement and on and as of the Closing

 

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Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date); and the representation that there has not been a GF Material Adverse Effect will be true and correct as of the date of the Business Combination Agreement.

 

   

Golden Falcon will have performed or complied with all agreements and covenants required by the Business Combination Agreement to be performed or complied by it on or prior to the Closing Date, in each case in all material respects.

 

   

Golden Falcon will have delivered a certificate, signed by an authorized officer of Golden Falcon and dated as of the Closing Date, certifying Golden Falcon’s satisfaction of its Closing conditions as set forth above, to MNG.

 

   

The Available Cash will be at least thirty million dollars ($30,000,000).

 

   

Golden Falcon will deliver to MNG the Closing deliverables to be delivered to MNG on or prior to the Closing.

MNG and Merger Sub Conditions

The obligations of Golden Falcon to consummate and effect the Merger and the other transactions will be subject to the satisfaction at or prior to the Closing or waiver of each of the following conditions:    

 

   

The Fundamental Representations of MNG will be true and correct in all material respects and all other representations and warranties of MNG set forth in the Business Combination Agreement (other than the representation that there has not been a Company Material Adverse Effect (as defined in the Business Combination Agreement)) will be true and correct, except where the failure of such representations and warranties of MNG to be so true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect, in each case (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained in the Business Combination Agreement) on and as of the date of the Business Combination Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date); and the representation that there has not been a Company Material Adverse Effect will be true and correct as of the date of the Business Combination Agreement.

 

   

MNG will have performed or complied with all agreements and covenants required by the Business Combination Agreement to be performed or complied by it at or prior to the Closing Date, in each case, in all material respects.

 

   

No change, event, state of facts, development or occurrence will have occurred since the date of the Business Combination Agreement, that, individually or in the aggregate with all other changes, events, state of facts, developments or occurrences, has had or would reasonably be expected to have a Company Material Adverse Effect that is continuing.

 

   

MNG will have delivered, or caused to be delivered, a certificate, signed by an executive officer of MNG and dated as of the Closing Date, certifying MNG’s satisfaction of its Closing conditions as set forth above, to Golden Falcon.

 

   

The Pre-Closing Reorganization will have been completed.

 

   

The Stock Split will have been completed in accordance with the Business Combination Agreement and MNG’s Organizational Documents.

 

   

MNG will have delivered, or caused to be delivered, payoff letters and termination agreements to the existing three credit facility agreements with Halkbank A.S., duly executed by Halkbank A.S.

 

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MNG will deliver to Golden Falcon those Closing deliverables set forth in the Business Combination Agreement to be delivered to Golden Falcon on or prior to the Closing.

For more information, please see the section entitled “The Business Combination AgreementConditions to Closing”.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing:

 

   

by mutual written agreement of Golden Falcon and MNG at any time;

 

   

by either Golden Falcon or MNG if (i) the Business Combination shall not have been consummated prior to Outside Date; provided, however, that the right to terminate the Business Combination Agreement will not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Business Combination to occur on or before such date and such action or failure to act constitutes a material breach of the Business Combination Agreement;

 

   

by either Golden Falcon or MNG if a Governmental Entity (as defined in the Business Combination Agreement) will have issued an Order (as defined in the Business Combination Agreement) or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, including the Merger, which Order or other action is final and nonappealable;

 

   

by MNG, upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of Golden Falcon, or if any representation or warranty of Golden Falcon will have become untrue, in either case certain Closing conditions of Golden Falcon would not be satisfied; provided, that, if such breach by Golden Falcon is curable by Golden Falcon prior to the Closing, then MNG should first provide written notice of such breach and may not terminate the Business Combination Agreement until the earlier of: (i) 30 days after delivery of written notice from MNG to Golden Falcon of such breach; and (ii) the Outside Date; provided, further, that Golden Falcon continues to exercise reasonable best efforts to cure such breach (it being understood that MNG may not terminate the Business Combination Agreement if: (A) it will have materially breached the Business Combination Agreement and such breach has not been cured; or (B) such breach by Golden Falcon is cured during such 30-day period such that the applicable conditions set forth in such certain Closing conditions of Golden Falcon will be satisfied);

 

   

by Golden Falcon, upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of MNG or Merger Sub or if any representation or warranty of MNG or Merger Sub will have become untrue, in either case such that the conditions set forth in certain Closing conditions of MNG would not be satisfied; provided, that, if such breach is curable by MNG or Merger Sub prior to the Closing, then Golden Falcon must first provide written notice of such breach and may not terminate the Business Combination Agreement until the earlier of: (i) 30 days after delivery of written notice from Golden Falcon to MNG of such breach; and (ii) the Outside Date; provided, further, that MNG or Merger Sub, as applicable, continues to exercise reasonable best efforts to cure such breach (it being understood that Golden Falcon may not terminate the Business Combination Agreement if: (A) it will have materially breached the Business Combination Agreement and such breach has not been cured; or (B) such breach by MNG or Merger Sub, as applicable, is cured during such 30-day period such that the applicable conditions set forth in such certain Closing conditions of MNG will be satisfied);

 

   

by either Golden Falcon or MNG, if, at the Special Meeting, the Business Combination is not duly adopted by Golden Falcon Stockholders by the requisite vote under the Applicable Legal Requirements and Golden Falcon’s organizational documents;

 

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by either Golden Falcon or MNG, if, at the MNG general assembly meeting (including any adjournments thereof), the Business Combination set forth in the MNG Shareholder Statement is not duly adopted by MNG Shareholders by the requisite vote under any Applicable Legal Requirements and MNG’s Organizational Documents;

 

   

by MNG, if there has been a change in the Golden Falcon Board recommendation to vote in favor of the Business Combination;

 

   

by MNG on and after the date that is forty (40) days following the effectiveness of the Registration Statement, if Available Cash is not at least $30,000,000;

 

   

by Golden Falcon, if MNG has not delivered to Golden Falcon, by March 31, 2023, the Required Financial Statements (as defined in the Business Combination Agreement); or

 

   

by MNG or Golden Falcon, on and after the date that is thirty (30) days following the date in which Golden Falcon receives a notification from the NYSE that MNG will not be eligible to be listed on the NYSE prior to the Outside Date.

For more information, please see the section entitled “The Business Combination AgreementTermination”.

Potential Financing Arrangements

During the period from the signing of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement and the Closing, Golden Falcon may execute subscription agreements, forward purchase agreements, non-redemption agreements or backstop agreements (each, a “Potential Financing”) with potential investors in order to satisfy certain Closing conditions. Golden Falcon may execute a Potential Financing without the prior written consent of MNG if the potential investor agrees to purchase or invest in, for cash or cash equivalents, shares of Class A Common Stock at $10.00 per share or MNG Ordinary Shares at $10.00 per share assuming that the Stock Split has occurred. As of the date of this proxy statement/prospectus, no Potential Financings have been entered into. There is no assurance that Golden Falcon will be able to enter into any Potential Financing.

Subject to agreement on terms that are satisfactory to MNG and Golden Falcon, in order to provide certain redemption alternatives in connection with Golden Falcon Stockholder vote to approve the adoption of the Business Combination Agreement and the Business Combination, MNG and Golden Falcon may make available to Golden Falcon Stockholders the option to (i) continue to hold their shares of Class A Common Stock, (ii) elect to redeem their shares of Class A Common Stock in accordance with the Existing Charter, or (iii) convert their shares of Class A Common Stock into a newly issued security to be comprised of a combination of shares of Class A Common Stock and convertible notes. MNG and Golden Falcon intend for the newly issued security referred to in (iii) to entitle such stockholder to receive a portion of the value of its shares in the form of shares of Class A Common Stock and a portion in the form of registered convertible notes, with both a cash coupon, a conversion premium, and other material terms that will be mutually agreed by MNG and Golden Falcon to do any activity that could have a material impact, including ordinary business activities over a certain threshold dollar amount.

Deposit Agreement

Prior to the Closing, MNG will arrange for a sponsored American depositary shares (“ADS”) facility (the “ADS Facility”) to be established with a reputable bank reasonably acceptable to Golden Falcon (such bank or any successor depositary bank, the “Depositary Bank”) for the purpose of issuing the MNG ADSs, and take necessary actions related thereto, including entering into one or more customary deposit agreements with the

Depositary Bank in form and substance reasonably acceptable to Golden Falcon, to be effective as of the Effective Time, and filing with the SEC a registration statement on form F-6 relating to the registration under the Securities Act of the issuance of the MNG ADSs.

 

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Management Agreement

Immediately after Closing, Golden Falcon and MNG will enter into a management agreement, in the form to be mutually agreed (in good faith) by Golden Falcon and MNG, pursuant to which Golden Falcon will provide certain services to MNG in consideration for arm’s length management fees.

Other Agreements

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, Golden Falcon, MNG and additional holders of shares of Class B Common Stock (such additional holders together with the Sponsor, the “Sponsor Persons”) entered into a Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to (a) support and vote its Founder Shares in favor of the Business Combination Agreement and the other transaction agreements to which Golden Falcon is or will be a party and the Business Combination; (b) subject their Founder Shares to certain transfer restrictions; and (c) after the Effective Time, for as long as Sponsor (or a Permitted Transferee (as defined in the Sponsor Support Agreement) of Sponsor) holds MNG Warrants, any exercise by Sponsor (or a Permitted Transferee of the Sponsor) of such MNG Warrants will only be done on a cash (and not a cashless) basis.

In addition, the Sponsor Persons agreed to subject certain of the MNG ADSs received by the Sponsor Persons in the Merger to vesting as follows:

 

   

At the Effective Time, all of the Initially Vested ADSs held by the Sponsor Persons (or any of their Permitted Transferees) as of immediately prior to the Effective Time will vest.

 

   

All remaining MNG ADSs held by the Sponsor Persons (or any of their Permitted Transferees) that are not Initially Vested ADSs or otherwise vested pursuant to a Liquidity Event as described below (“Unvested ADSs”) will be subject to vesting from time to time upon:

 

  i.

any Transfer (as defined in the Sponsor Support Agreement) by (A) Mapa, (B) any other direct or indirect shareholder of MNG, other equityholder of MNG or other beneficial owner of outstanding equity of MNG as of immediately prior to the Closing or (C) any of their respective affiliates, associates or family members (collectively, “Company Related Persons”), of any MNG ADSs at a price per MNG ADS equal to or greater than $10.00 per MNG ADS (reflecting appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change occurring on or after the date of the Sponsor Support Agreement); or

 

  ii.

any special dividends paid or otherwise distributed to any Company Related Person that are funded through any capital raise or other financing by MNG or any of its affiliates (each of clauses (i) and (ii), a “Liquidity Event”);

in each case during the two (2) years following the Closing (the “Vesting Period”). “Vesting Date” means the date on which any Liquidity Event occurs. MNG shall provide the Sponsor persons with prompt notice of the occurrence of any Liquidity Event.

 

   

The total number of Unvested ADSs that will vest upon the first and each subsequent Liquidity Event that occurs during the Vesting Period will be equal to (i) the Vesting Percentage (as defined in the Sponsor Support Agreement) multiplied by (ii) an amount equal to (A) the gross proceeds to the Company Related Persons from any such Liquidity Event divided by (B) the per MNG ADS price of MNG ADSs as of 4:00 pm Eastern time on the Vesting Date.

Registration Rights and Lock-Up Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, MNG, the Sponsor and the other parties thereto (together with the Sponsor, the “Holders”) entered into a Registration Rights and

 

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Lock-Up Agreement, pursuant to which MNG agreed, among other things, to file a registration statement to register the resale of certain securities of MNG held by the Holders and to provide the parties thereto customary demand, shelf and piggy-back rights on secondary offerings, subject to customary cut-back provisions and coordinated offerings. MNG Ordinary Shares or MNG ADSs beneficially owned or owned of record by New Holders (as defined therein) will be locked-up for a period of one hundred eighty (180) days from the Closing Date and from the date of the Business Combination through the Closing Date. MNG Ordinary Shares or MNG ADSs beneficially owned or owned of record by previous holders of shares of Class B Common Stock will be locked-up for a period ending on the earliest of: (i) one (1) year after the Closing Date or (ii) subsequent to the Closing Date, (A) if the last reported sale price of any MNG ADSs equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred fifty (150) days after the Closing Date or (B) the date on which MNG completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Golden Falcon Stockholders having the right to exchange their MNG ADSs for cash, securities or other property. The MNG Warrants will be locked-up for a period of thirty (30) days following the Closing Date.

Shareholders Statement

Concurrently with the execution and delivery of the Business Combination Agreement, the MNG Shareholders executed the MNG Shareholders Statement, pursuant to which, among other things, the MNG Shareholders agreed to support and vote their MNG Ordinary Shares in favor of the proposals that the MNG Shareholders shall be required to approve in connection with the Business Combination.

Amended and Restated Warrant Agreement

Immediately prior to the Effective Time, MNG, Golden Falcon and CST will enter into an assignment, assumption and amendment agreement pursuant to which Golden Falcon will assign to MNG all of its rights, interests, and obligations in and under the Warrant Agreement and the terms and conditions of the Warrant Agreement will be amended and restated to, among other things, reflect the assumption of the Warrants by MNG as set forth in the Business Combination Agreement.

For more information regarding the other agreements, please see the section entitled “Certain Agreements Related to the Business Combination”.

Matters Being Voted On

The Golden Falcon Stockholders will be asked to consider and vote on the following proposals at the Special Meeting:

 

  1.

to approve the Business Combination Proposal. See “Proposal No. 1—The Business Combination Proposal”;

 

  2.

to approve, on a non-binding advisory basis, separate governance proposals relating to certain material changes between the Existing Charter and the Proposed Charter. See “Proposal No. 2—The Governance Proposals”; and

 

  3.

to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or Public Stockholders have elected to redeem an amount of Public Shares such that the Available Cash condition to the obligation to Closing would not be satisfied. See “Proposal No. 3—The Adjournment Proposal”.

Recommendation of the Golden Falcon Board and Reasons for Approval of the Business Combination

After careful consideration, the Golden Falcon Board has unanimously determined that it is in the best interests of Golden Falcon to enter into the Business Combination Agreement and the transaction agreements

 

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providing for the Business Combination contemplated by the Business Combination Agreement and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The Board unanimously recommends that Golden Falcon Stockholders vote “FOR” the Business Combination Proposal, “FOR” each of the Governance Proposals and “FOR” the Adjournment Proposal (if necessary).

Interests of Golden Falcon’s Directors and Officers in the Business Combination

When considering the recommendation of the Golden Falcon Board that the stockholders vote in favor of the approval of the Business Combination Proposal, Golden Falcon Stockholders should be aware that certain of Golden Falcon’s Sponsor, officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Golden Falcon Stockholders. These interests include:

 

   

the beneficial ownership of the Sponsor, which is controlled by Makram Azar, Golden Falcon’s chief executive officer and director, and Scott Freidheim, chairman of the Golden Falcon Board, of an aggregate of 17,345,000 shares of Class A Common Stock, consisting of:

 

   

8,625,000 Founder Shares purchased by the Sponsor for an aggregate price of approximately $25,000 (of which an aggregate of 180,000 shares were transferred to Golden Falcon’s independent directors), which shares will be converted into shares of Class A Common Stock immediately prior to the Closing; and

 

   

8,900,000 shares of Class A Common Stock underlying Private Placement Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $8.9 million.

All of the above Founder Shares and Warrants would become worthless if Golden Falcon does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption and liquidation with respect to these shares. Such shares and warrants have an aggregate market value of approximately $87,198,750 million and $2,047,000, respectively, based on the closing price of Class A Common Stock of $10.11 and the closing price of Warrants of $0.23 on the NYSE on April 6, 2023;

 

   

the fact that the Sponsor has made available to Golden Falcon a loan of up to $1,000,000 pursuant to the Sponsor Convertible Promissory Note, $1,048,495 was advanced by the Sponsor to Golden Falcon as of the date of this proxy statement/prospectus, and that the note will mature on the date on which Golden Falcon consummates its initial business combination (and as such, such loan is expected to be repaid in connection with the Closing). At the option of Golden Falcon, the Sponsor Convertible Promissory Note may be converted into MNG Warrants at a price of $1.00 per warrant. If the Business Combination is not completed and Golden Falcon winds up, there may not be sufficient assets to repay the Sponsor Convertible Promissory Note and it will be worthless;

 

   

the beneficial ownership of Golden Falcon’s independent directors, Xavier Rolet, KBE, Dominique D’Hinnin, I. Martin Pompadur, Isabelle Amiel Azoulai and Mikael Breuer-Weil, who each hold 36,000 Founder Shares with a market value of approximately $363,960 based on the closing price of Class A Common Stock of $10.11 on the NYSE on April 6, 2023. The Founder Shares would become worthless if Golden Falcon does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

 

   

the fact that given the difference in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Units sold in the Golden Falcon IPO and the substantial number of shares of Class A Common Stock that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the MNG ADSs trade below the price initially paid for the Units in the Golden Falcon IPO and the Golden Falcon Stockholders experience a negative rate of return following the completion of the Business Combination;

 

   

the agreement by the Sponsor and Golden Falcon’s directors to vote any shares of Golden Falcon Common Stock held by them in favor of the Business Combination Proposal;

 

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the fact that if the Trust Account is liquidated, including in the event Golden Falcon is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Golden Falcon to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Golden Falcon has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Golden Falcon, but only if such a vendor or target business has not executed a waiver (other than Golden Falcon’s independent public accountants) of any and all rights to amounts held in the Trust Account;

 

   

the fact that Golden Falcon’s officers, directors, Initial Stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. Although these individuals have negotiated the repayment of any such expenses upon completion of an initial business combination, as of the record date no such expenses or any other fees have been incurred by them. However, if they were to incur such reimbursable expenses, and Golden Falcon fails to consummate a business combination, they will not have any claim against the Trust Account for reimbursement. Accordingly, Golden Falcon will most likely not be able to reimburse these expenses if the Business Combination is not completed. Although as of the record date, Golden Falcon’s officers, directors, Initial Stockholders and their affiliates had not incurred any unpaid reimbursable expenses, they may incur such expenses in the future. There are no fees contingent upon a business combination payable to the Sponsor or its affiliates upon consummation of the Business Combination;

 

   

The Existing Charter provides that the doctrine of corporate opportunity will not apply with respect to Golden Falcon or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Golden Falcon does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Golden Falcon’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Golden Falcon as well as the other entities with which they are affiliated. Golden Falcon’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Golden Falcon’s management has a pre-existing fiduciary obligation will be presented the opportunity before Golden Falcon is presented with it. Golden Falcon does not believe, however, that the fiduciary duties or contractual obligations of Golden Falcon’s officers or directors or waiver of corporate opportunity materially affected Golden Falcon’s search for a Business Combination. Golden Falcon is not aware of any such corporate opportunity not being offered to Golden Falcon and does not believe the renouncement of Golden Falcon’s interest in any such corporate opportunities impacted Golden Falcon’s search for an acquisition target;

 

   

the anticipated continuation of Scott Freidheim, Chairman of the Golden Falcon Board and Makram Azar, Golden Falcon’s Chief Executive Officer and director, as independent directors of MNG following the Closing; and

 

   

the continued indemnification of current directors and officers of Golden Falcon and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may have influenced Golden Falcon’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Regulatory Approvals Required for the Business Combination

Neither MNG nor Golden Falcon are aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “The Business Combination Proposal — The Business Combination Agreement — Additional Agreements” and as described below.

 

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The Business Combination is subject to certain filings, notices, waiver requests, applications and other submissions advisable as disclosed below:

 

  1.

Consent of the Turkish Aviation Authority for the contemplated transfer of MNG Ordinary Shares to IntermediateCo.

 

  2.

Consent of the Turkish Aviation Authority to the establishment of an ADS Facility for the MNG Ordinary Shares and to the transfer of the MNG Ordinary Shares to the Depositary Bank as contemplated under the Agreement.

 

  3.

Consent of the Turkish Aviation Authority for the MNG ADSs to be listed for trading on the New York Stock Exchange.

 

  4.

Notice to the Turkish Aviation Authority of the formation of HoldCo, IntermediateCo, FinCo and Merger Sub and the Merger.

 

  5.

Notice to the Ministry of Treasury and Finance of the guarantee provided by the Company for the FinCo Intercompany Loan.

 

  6.

Filings and notices to the İstanbul Trade Registry Directorate in connection with the Business Combination, including, but not limited to, the registration of the Proposed Charter and notifications to be made as required by Article 198 of the Turkish Commercial Code.

 

  7.

E-TUYS Notifications to the General Directorate of Incentive Implementation and Foreign Investment in connection with the direct investment in the MNG Ordinary Shares as a result of the Business Combination.

It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Listing of MNG securities

Golden Falcon’s shares of Class A Common Stock are listed on the NYSE under the symbol “GFX” and its Public Warrants are listed on the NYSE under the symbol “GFX WS”. Following the consummation of the Business Combination, MNG ADSs (including MNG ADSs issuable in the Business Combination) and MNG Warrants are expected to be listed on the NYSE under the symbols “MNGA” and “MNGA WS”, respectively.

Appraisal Rights

Under Section 262 of the DGCL, Golden Falcon Stockholders will not have appraisal rights in connection with the Business Combination.

 

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ORGANIZATION STRUCTURE PRE-COMPLETION OF THE PROPOSED TRANSACTIONS

Prior to the Business Combination

The following diagram depicts a simplified version of the organizational structure of Golden Falcon before the consummation of the Business Combination.

 

LOGO

The following diagram depicts a simplified version of the organizational structure of MNG before the consummation of the Business Combination.

 

LOGO

 

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ORGANIZATION STRUCTURE POST-COMPLETION OF THE PROPOSED TRANSACTIONS

Following the Business Combination

The following diagram depicts the organizational structure of MNG and Golden Falcon after the consummation of the Business Combination.

 

LOGO

Special Meeting of Golden Falcon Stockholders

See “Questions and Answers About the Special Meeting of Golden Falcon Stockholders and the Related Proposals” above and “The Special Meeting of Golden Falcon Stockholders” below for information regarding the Special Meeting.

Comparison of Stockholders’ Rights

See the section entitled “Comparison of Stockolders Rights” herein for a comparison of material differences between the rights of Golden Falcon Stockholders under the Existing Charter and current bylaws and the DGCL, and the rights of MNG Shareholders under the MNG Proposed Charter, a form of which is attached to this proxy statement/prospectus as Exhibit A to Annex A-1, and Turkish law.

Risk Factors

Summary Risk Factors

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Special Note Regarding Forward-Looking Statements”, you should carefully consider all of the risks and uncertainties described in the section of this proxy statement/prospectus captioned “Risk Factors” immediately following this Summary. These risks include, but are not limited to, the following:

 

   

Risks related to MNG, including that:

 

   

An aviation accident or similar public incident may adversely affect MNG.

 

   

Any change in economic conditions and continued negative economic conditions may adversely affect MNG.

 

   

MNG may be affected by its presence in international emerging markets;

 

   

MNG may experience reduction in demand for cargo, governmental reduction or limitation of operating capacity or other factors beyond its control.

 

   

Significant governmental regulation and changes in laws and regulations and MNG’s ability to obtain, renew or maintain the permits and approvals may adversely affect its business.

 

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MNG operates in a competitive industry and actions by its competitors may adversely affect MNG.

 

   

A failure to implement significant capital investments and its growth strategy may adversely affect MNG.

 

   

MNG relies on efficient daily aircraft utilization, which makes it vulnerable to delays, cancellations or aircraft unavailability.

 

   

MNG relies on the strength of its reputation and the reputation of Mapa.

 

   

MNG depends upon Airbus aircraft and third-party suppliers for its aircraft and aircraft engines as well as aircraft fuel.

 

   

A material disruption at its main hub, İstanbul Grand Airport, could adversely affect MNG.

 

   

Any inability to attract and retain key management and qualified personnel and increases in labor benefits, and other worker-related disturbances in addition to a failure to maintain good employee relations may negatively affect MNG.

 

   

Unexpected increases in the price or a shortage or disruption in the supply of aircraft fuel may adversely affect MNG

 

   

The outbreak of COVID-19 and its consequences or the outbreak of another disease or similar public health threat may have an adverse effect on MNG.

 

   

MNG’s inability to reduce its costs to respond to shortfalls in expected revenue may harm its ability to achieve its strategic goals.

 

   

A possible consolidation in the Turkish and global air cargo industry may adversely affect MNG.

 

   

Technical and operational problems in the Turkish civil aviation infrastructure may have a material adverse effect on MNG.

 

   

Any violation or alleged violation of anti-corruption, anti-bribery, anti-money laundering and antitrust laws and regulations could adversely affect MNG.

 

   

MNG could be adversely affected by expenses or stoppages associated with maintenance on its aircraft, as well as any inability to obtain spare parts on time.

 

   

MNG is, and may in the future be, involved in litigation that may have a material adverse affect.

 

   

Any expansion of its business activities may be impacted by several factors, which may adversely affect MNG.

 

   

MNG’s level of indebtedness may affect its operations and business.

 

   

Increases in insurance costs or reductions in insurance coverage may adversely affect MNG.

 

   

Any inability to protect its intellectual property rights may adversely affect MNG.

 

   

A delay or failure to identify and devise, invest in and implement certain important technology, business, and other initiatives in addition to the disruptions on its IT systems could have a material impact on MNG.

 

   

MNG has entered into, and will continue to enter into, related party transactions with its parent company, as well as other related parties.

 

   

Risks related to Turkey, including that:

 

   

MNG is subject to risks associated with doing business in an emerging market.

 

   

MNG’s headquarters and facilities are located in Turkey and, therefore, political or economic instability in Turkey may adversely affect MNG.

 

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Turkey’s economy has been undergoing a significant transformation and remains subject to ongoing structural and macroeconomic risks.

 

   

The internal and external unrest and the threat of future terrorist acts may adversely affect MNG.

 

   

Conflict and uncertainty in neighboring and nearby countries may have a material adverse effect on MNG.

 

   

Risks related to the Business Combination, including that:

 

   

Golden Falcon Stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

 

   

Subsequent to the consummation of the Business Combination, MNG may be required to take write-downs or write-offs, or be subject to restructuring, impairment or other charges.

 

   

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Golden Falcon’s securities or, following the Closing, MNG’s securities, may decline.

 

   

The unaudited pro forma financial information included herein may not be indicative of what MNG’s actual financial position or results of operations would have been.

 

   

Golden Falcon Board did not obtain a fairness opinion in determining whether to proceed with the Business Combination and whether the terms of the Business Combination is fair from a financial point of view to the Golden Falcon Stockholders.

 

   

Golden Falcon’s directors have potential conflicts of interest in recommending that stockholders vote to approve the Business Combination Proposal and the other transaction proposals.

 

   

There may be U.S. federal income tax consequences of the Business Combination that adversely affect holders of Class A Common Stock or Public Warrants.

 

   

Risks related to ownership of MNG securities following the Business Combination, including that:

 

   

The market price of MNG securities may be volatile, and the value of its securities may decline.

 

   

Future sales of securities after the consummation of the Business Combination may cause the market price of MNG ADSs to drop significantly.

 

   

There can be no assurance that the Business Combination will achieve MNG’s objectives of providing the company with sufficient capital or that MNG will be able to obtain additional capital on attractive terms or at all, and you may experience dilution as a result.

 

   

As a “foreign private issuer” under the rules and regulations of the SEC, MNG is permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers.

 

   

Upon the consummation of the Business Combination, MNG will be a “controlled company” within the meaning of the NYSE listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

 

   

The IRS may not agree that MNG should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

 

   

If MNG is characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, U.S. holders may suffer adverse U.S. federal income tax consequences.

 

   

Holders of MNG ADSs will be required to waive their right to a jury trial of any claims they may have against MNG or the Depositary Bank.

 

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Risks related to redemption of Public Shares, including that:

 

   

The absence of a specified maximum redemption threshold may make it easier for Golden Falcon to consummate the Business Combination even if a substantial majority of Public Stockholders elect to redeem their shares.

 

   

Public Stockholders who wish to redeem their shares of Class A Common Stock in connection with the Business Combination will need to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

 

   

A new 1% U.S. federal excise tax could be imposed on Golden Falcon in connection with redemptions of Class A Common Stock.

Redemption Rights

Under the Existing Charter, holders of Public Shares may demand that Golden Falcon redeem such shares for a pro rata portion of the cash held in the Trust Account (including interest earned and not previously released to Golden Falcon to pay its taxes), which holds the proceeds from the Golden Falcon IPO, calculated as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. However, Golden Falcon will not redeem any Public Shares to the extent that such redemption would cause Golden Falcon’s net tangible assets to be less than $5,000,001 upon consummation of the Business Combination. Under the Existing Charter, in connection with an initial business combination, a Public Stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert of as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the Public Shares.

If a holder exercises its redemption rights and the Business Combination is consummated, then Golden Falcon will redeem such holder’s Public Shares for a pro rata portion of funds deposited in the Trust Account and such holder will no longer own these shares following the Business Combination. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Golden Falcon’s transfer agent in accordance with the procedures described herein. See the section entitled “The Special Meeting of Golden Falcon Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Expected Accounting Treatment for the Business Combination

The Business Combination will be accounted for as a capital reorganization in accordance with International Financial Reporting Standards (“IFRS”). Under this method of accounting, Golden Falcon has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on existing MNG Shareholders comprising a relative majority of the voting power of the post-combination company, MNG’s operations prior to the acquisition comprising the only ongoing operations of post-combination company, MNG’s senior management comprising a majority of the senior management of post-combination company, and MNG initially designating a majority of the Board of Directors. Accordingly, for accounting purposes, the financial statements of the combined company will represent a continuation of the financial statements of MNG with the Business Combination being treated as the equivalent of MNG issuing stock for the net assets of Golden Falcon, accompanied by a recapitalization. The net assets of Golden Falcon will be stated at historical costs, with no goodwill or other intangible assets recorded. The Business Combination, which is not within the scope of IFRS 3 Business Combinations (“IFRS 3”) since Golden Falcon does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2 Share-based Payment (“IFRS 2”). Any excess of consideration transferred over the fair value of Golden Falcon’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. These statements are based on the beliefs and assumptions of the respective management teams of MNG and Golden Falcon. Although MNG and Golden Falcon believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither MNG nor Golden Falcon can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Forward-looking statements generally relate to future events or future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern MNG’s and Golden Falcon’s expectations, strategy, plans or intentions. Forward-looking statements contained in this proxy statement/prospectus include statements about:

 

   

the anticipated benefits of the Business Combination;

 

   

the ability of Golden Falcon and MNG to complete the Business Combination and the occurrence of any event, change or other cisumstance that could give rise to the termination of the Business Combination Agreement;

 

   

the ability to obtain and maintain the listing of the MNG ADSs and MNG Warrants on the NYSE following the Business Combination;

 

   

the anticipated costs associated with the Business Combination;

 

   

MNG’s financial and business performance following the Business Combination, including financial projections;

 

   

MNG’s operational performance;

 

   

changes in MNG’s strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

 

   

MNG’s opportunities and strategies for growth;

 

   

MNG’s estimated total addressable market and other industry projections, including MNG’s projected market share;

 

   

MNG’s services, route network, existing customers and aircraft fleet;

 

   

regulatory requirements in the air transportation industry;

 

   

interest rates and inflation;

 

   

competition and competitive pressures from other companies worldwide in MNG’s industry;

 

   

future capital requirements;

 

   

the outcome of any known and unknown litigation and regulatory proceedings; and

 

   

the U.S. federal income tax impact of the Business Combination.

The foregoing list may not contain all of the forward-looking statements made in this proxy statement/prospectus.

You should not rely upon forward-looking statements as predictions of future events. Golden Falcon and MNG have based the forward-looking statements contained in this proxy statement/prospectus primarily on current expectations and projections about future events and trends that they believe may affect business, operating results, financial condition and prospects. The outcome of the events described in these forward-

 

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looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus. Moreover, MNG operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for Golden Falcon or MNG to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this proxy statement/prospectus. Golden Falcon and MNG cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Neither Golden Falcon nor MNG nor any other person assume responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this proxy statement/prospectus relate only to events as of the date on which the statements are made. Golden Falcon and MNG undertake no obligation to update any forward-looking statements made in this proxy statement/prospectus to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. Golden Falcon and MNG may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements and you should not place undue reliance on forward-looking statements. Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “Golden Falcon believes” and “MNG believes” and similar statements reflect Golden Falcon’s beliefs and opinions and MNG’s beliefs and opinions, respectively, on the relevant subject. These statements are based upon information available to Golden Falcon and MNG, respectively as of the date of this proxy statement/prospectus and while Golden Falcon and MNG believe such information forms a reasonable basis for such statements, such information may be limited or incomplete and Golden Falcon’s and MNG’s respective statements should not be read to indicate that Golden Falcon or MNG has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Within this proxy statement/prospectus, MNG references information and statistics regarding the airline industry. MNG has obtained this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources. Some data and other information contained in this proxy statement/prospectus are also based on management’s estimates and calculations, which are derived from MNG’s review and interpretation of internal surveys and independent sources. Data regarding the industries in which MNG competes and its market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but MNG believes they generally indicate size, position and market share within this industry. While MNG believes such information is reliable, MNG has not independently verified any third-party information. While MNG believes its internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of MNG and MNG’s industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause MNG’s future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. Neither MNG nor Golden Falcon can guarantee the accuracy or completeness of any such information contained in this proxy statement/prospectus.

 

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RISK FACTORS

You should carefully consider the risks described below and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals described herein. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, cash flows, financial condition and results of operations of Golden Falcon and MNG Airlines. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Golden Falcon and MNG Airlines following the Business Combination. Additional risks not presently known to us or that we currently deem immaterial may also impair MNG’s business operations. MNG’s business, financial condition or results of operations could be materially and adversely affected by any of these risks.

Unless the context otherwise requires, all references in this section to “we,” “us” or “MNG’s” refer to the businesses of MNG Airlines, collectively, prior to the consummation of the Business Combination, or to the businesses of MNG Airlines, collectively, following the consummation of the Business Combination as applicable.

Risks Related to MNG’s Business and Industry

Business and Business Development Risks

MNG’s reputation and business could be adversely affected in the event of an aviation accident or similar public incident involving MNG’s aircraft or personnel.

MNG is exposed to potential significant losses and adverse publicity in the event that any of its aircraft or personnel is involved in an accident, terrorist incident or other similar public incident, which could result in significant reputational harm and potential legal liability as well as repair or replacement of a damaged aircraft and its consequential temporary or permanent loss from service. Although MNG is not a commercial passenger airline, its customers may choose not to use MNG for their needs following such an incident. MNG cannot assure you that it will not be affected by such events or that the amount of MNG’s insurance coverage will be adequate in the event such circumstances arise and any such event could cause a substantial increase in MNG’s insurance premiums. For example, in 2020, one of MNG’s A300-600F aircraft (MSN 525, TC-MCE) was involved in a tail strike accident, causing significant damage to the tail section of the aircraft. The damage was reported to Airbus and the aircraft temporarily repaired and flown back to Istanbul in 20 days. The total cost of the repair design, required materials (including fuselage panels, hardware, chemicals, expendables etc.), tools and equipment, hangar rental, and labor costs exceeded the insured value of the aircraft. Therefore, an agreement was reached with the insurers and the aircraft was withdrawn from service and scrapped. In addition, any future accident or similar incident involving MNG’s aircraft or personnel, even if fully covered by insurance or even if it does not involve MNG’s airline, may create an adverse public perception about MNG’s air cargo or that the equipment MNG flies is less safe or reliable than other cargo alternatives, or, in the case of MNG’s aircraft, could cause MNG to perform time-consuming and costly inspections on its aircraft or engines, any of which could have a material adverse effect on MNG’s business, results of operations and financial condition.

MNG and the air cargo industry in general are particularly sensitive to changes in economic conditions and continued negative economic conditions that could adversely affect us and MNG’s ability to obtain financing on acceptable terms.

MNG’s operations and the air cargo industry in general are affected by changes in economic conditions. Unfavorable economic conditions, such as a constrained credit market, low or negative GDP growth, inflation, unfavorable exchange rates and increased business operating expenses, have historically reduced retail and thus

 

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cargo demand. Furthermore, most of the revenue from MNG’s charter services is generated from ad hoc or short-term contracts with repeat customers, and these customers may cease using MNG’s services or seek to negotiate more aggressive pricing during periods of unfavorable economic conditions. Any reduction in revenues from scheduled and block space or charter services during such periods could also increase MNG’s unit costs and thus have a material adverse effect on MNG’s business, results of operations and financial condition. A reduction in the demand for air cargo services due to unfavorable economic conditions also limits MNG’s ability to raise fares or fees for cargo services to counteract increased fuel, labor and other costs. If Turkish or global economic conditions are unfavorable or uncertain for an extended period of time, it could have a material adverse effect on MNG’s business, results of operations and financial condition.

In addition, a significant instability of the credit, capital and financial markets, could result in increasing MNG’s borrowing costs and adversely affect us. MNG typically finances its aircraft through financial leases and debt-finance. MNG may not be able to continue to obtain financing on terms attractive to it, or at all. To the extent, MNG cannot obtain such financing on acceptable terms or at all, it may be required to modify MNG’s aircraft acquisition plans or to incur higher than anticipated financing costs, which would adversely affect the Company and its growth strategy. These factors could also adversely affect MNG’s ability to obtain financing on acceptable terms and its liquidity in general.

Although MNG provides a majority of its services outside of Turkey, its main hub and the majority of its assets are located in Turkey. As a result, its business and results of operations are affected by economic conditions in Turkey. Turkey’s economic condition has weakened since the second half of 2018 due to a number of macroeconomic factors, including the depreciation of the Turkish Lira, higher interest rates, increasing inflation, increasing political uncertainties and global developments, see “Risk Factors— Risks Related to Turkey.” Challenging macroeconomic conditions in Turkey may adversely affect the general demand for imports and exports, which in turn, may adversely affect the demand for the Turkish air cargo sector. Accordingly, continued weakness in Turkish economic conditions due to domestic or international factors could have a material adverse effect on MNG’s business, financial condition, results of operations and prospects. Furthermore, global macroeconomic conditions such as increased global inflationary pressures could result in an increase in MNG’s operational costs and adversely affect the Company. For the year ended December 31, 2022, MNG generated 77% of its total revenue and incurred 65% of its total operating expenses (including cost of sales, administrative expenses, marketing expenses and other operating expenses) in U.S. Dollars. Therefore, although MNG is focusing on aligning its pricing rates with current market rates, diversifying its business across different geographies and currencies to reduce its exposure to one currency, and enhancing its financial flexibility by maintaining liquidity and optimizing debt levels, increased inflation rates, especially in the United States, may also have an adverse effect on MNG’s business, financial condition, results of operations and prospects.

Air cargo companies are often affected by factors beyond their control including: air traffic congestion at airports; air traffic control inefficiencies; adverse weather conditions, such as hurricanes or blizzards; terrorist activities; increased security measures; new logistics related taxes or the outbreak of disease, any of which could have a material adverse effect on MNG’s business, results of operations and financial condition.

Like other air cargo companies, MNG’s business may be adversely affected by factors beyond its control, including air traffic congestion at airports, air traffic control inefficiencies, increased security measures, new logistics related taxes and fees, adverse weather conditions, natural disasters and the outbreak of disease. Factors that cause flight delays frustrate clients and increase operating costs and decrease revenues, which in turn could adversely affect profitability.

Adverse weather conditions and natural disasters, such as hurricanes, winter snowstorms or earthquakes, can cause flight cancellations or significant delays. Cancellations or delays due to adverse weather conditions or natural disasters, air traffic control problems or inefficiencies, breaches in security or other factors may affect MNG to a greater degree than other, larger air cargo companies that may be able to recover more quickly from these events, and therefore could have a material adverse effect on MNG’s business, results of operations and financial condition to a greater degree than other air carriers.

 

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Moreover, any actual or threatened terrorist attack or security breach, even if not directly against an air cargo company, could have a material adverse effect on MNG’s business, results of operations and financial condition. Security concerns resulting in increased regulation governing cargo and other similar restrictions on passenger travel and cargo may further increase passenger inconvenience and reduce the demand for air cargo or increase costs associated with providing cargo service. In addition, increased or enhanced security measures have tended to result in higher governmental fees imposed on airlines, resulting in higher operating costs, which MNG may not be able to pass on to customers in the form of higher prices. Terrorist attacks, or the fear of such attacks or other hostilities (including elevated national threat warnings or selective cancellation or redirection of flights due to terror threats), even if not made directly on or involving the air cargo industry, could have a negative impact on the air cargo industry and could have a material adverse effect on MNG’s business, results of operations and financial condition.

Risks associated with MNG’s presence in international emerging markets, including political or economic instability, and failure to adequately comply with existing legal requirements, may materially adversely affect the Company.

Some of MNG’s target growth markets include countries with less developed economies, legal systems, financial markets and business and political environments are vulnerable to economic and political disruptions, such as significant fluctuations in gross domestic product, interest and currency exchange rates, civil disturbances, government instability, nationalization and expropriation of private assets, trafficking and the imposition of taxes or other charges by governments. The occurrence of any of these events in markets served by MNG now or in the future and the resulting instability may have a material adverse effect on its business, results of operations and financial condition.

MNG emphasizes compliance with all applicable laws and regulations and have implemented and continue to implement and refresh policies, procedures and certain ongoing training of MNG’s employees, third-party specialists and partners with regard to business ethics and key legal requirements; however, MNG cannot assure you that its employees, third-party specialists or partners will adhere to its code of ethics, other policies or other legal requirements. If MNG fails to enforce its policies and procedures properly or maintain adequate recordkeeping and internal accounting practices to record its transactions accurately, MNG may be subject to sanctions. In the event MNG believes or has reason to believe its employees, third-party specialists or partners have or may have violated applicable laws or regulations, MNG may incur investigation costs, potential penalties and other related costs which in turn may materially adversely affect its reputation and could have a material adverse effect on its business, results of operations and financial condition.

MNG is subject to significant governmental regulation and changes to the civil aviation regulatory framework may adversely affect the Company, its business and results of operations, including its competitiveness and compliance costs.

All interstate air carriers, including MNG, are subject to regulations by aviation authorities, who monitor and influence the developments in the air cargo industry. These requirements are complex, subject to frequent changes and have tended to become more stringent over time. There can be no assurance that the requirements of such laws and regulations will not change in the future or that the associated cost of compliance will not increase. Such cost increases could have a material adverse effect on MNG’s business, financial condition, results of operations or prospects.

Changes to the aviation regulatory framework, including the policies of the Turkish DGCA as well as other aviation supervisory authorities could increase MNG’s costs and change the competitive dynamics of MNG’s industry and may adversely affect the Company. MNG cannot predict whether it will be able to comply with all present and future laws, rules, regulations and certification requirements or that the cost of continued compliance

 

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will not have a material adverse effect on its operations. MNG incurs substantial costs in maintaining its current certifications and otherwise complying with the laws, rules and regulations to which it is subject. A decision by the Turkish DGCA to ground, or require time consuming inspections of or maintenance on, all or any of MNG’s aircraft for any reason may have a material adverse effect on its operations. In addition, MNG cannot guarantee that any of the operating concessions that it holds will be renewed or that it will obtain new concession. Any change that requires MNG to dedicate a significant level of resources on compliance with new aviation regulations would result in additional expenditure on compliance and consequently adversely affect the Company. MNG cannot predict the impact of potential regulatory changes or action by the regulatory agencies, including the potential impact of tariffs or changes in international trade treaties on the cost and timing of parts and aircraft. MNG’s business may be subject to additional costs as a result of potential regulatory changes, which could have an adverse effect on its operations and financial results.

MNG is subject to a number of environmental, health and safety and tax laws and regulations, and the cost of compliance with, and any liabilities under, current and future laws and regulations may have a material adverse effect on MNG’s business, financial condition, results of operations or prospects.

The air cargo industry is, and is expected to continue to be, subject to a wide range of environmental laws and regulations relating to the protection of the environment and noise, including those relating to emissions to the air, discharges (including storm water discharges) to surface and subsurface waters, safe drinking water and the use, management, disposal and release of, and exposure to, hazardous substances, oils and waste materials. MNG is or may be subject to new or proposed laws and regulations that may have a direct effect (or indirect effect through MNG’s third-party specialists or airport facilities at which we operate) on its operations.

Similarly, MNG is subject to environmental laws and regulations that require MNG to investigate and remediate soil or groundwater to meet certain remediation standards. Under certain laws, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of waste directly attributable to MNG.

Concerns about climate change and greenhouse gas emissions may result in additional regulation or taxation of aircraft emissions in Turkey, the United States or Europe. Future operations and financial results may vary as a result of the adoption of such regulations in Turkey, the United States or Europe.

The air cargo industry is subject to extensive government fees and taxation that negatively impact MNG’s revenue and profitability. Existing domestic and foreign tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us (possibly with retroactive effect), which could require MNG to change its pricing policies and pay additional tax amounts, fines or penalties, surcharges and interest charges for past amounts due, the amounts and timing of which are difficult to discern. Existing tax laws, statutes, rules, regulations or ordinances could also be interpreted, changed, modified or applied adversely to MNG’s customers (possibly with retroactive effect) and, if MNG’s customers are required to pay additional surcharges, it could adversely affect demand for MNG’s services. In Turkey, tax legislation may set out upper and lower limits for the corporate tax rate. For example, for the years 2018 to 2020, the President was authorised to set corporate tax rate between 20% and 22%. Such upper and lower limit was not provided for 2021 and the corporate tax rate was set at 25% for 2021 and 23% for 2022. The actual rates of corporate tax applicable for any given year may vary and are determined by the broad authority of the Council of Ministers, the Ministry of Finance or the President. The costs associated with compliance with these laws and regulations are substantial and possible future laws and regulations or changes to existing laws and regulations (including the imposition of higher taxes) could require MNG to incur additional expenses or capital expenditures or result in restrictions on or suspensions of MNG’s operations. Any such cost increases could have a material adverse effect on MNG’s business, financial condition, results of operations or prospects.

 

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The cost of compliance with and any liabilities under, current and future laws and regulations relating to the environment, health and safety or tax laws could have a material adverse effect on MNG’s business, financial condition, results of operations or prospects.

MNG operates in a competitive industry and actions by its competitors could adversely affect MNG. MNG faces

competition on certain routes with respect to fares and services both in Turkey and across the globe from air cargo operators, global integrators, global logistics and freight forwarders and potential new entrants in its market. In particular, MNG faces strong competition in routes and markets where its network overlaps with that of its main competitors. In addition, air cargo companies increase or decrease capacity in markets based on perceived profitability. Decisions by MNG’s competitors that increase overall industry capacity or capacity dedicated to a particular region, market or route, as well as any other management decisions that increase a potential competitor’s market share, could have a material adverse impact on the Company. MNG’s growth and the success of its business model could stimulate competition in MNG’s markets through the development of similar strategies by MNG’s competitors. If these competitors adopt and successfully execute similar business models, MNG could be adversely affected.

Each year MNG may face increased competition from existing and new participants in the market. The air cargo sector is highly sensitive to pricing policies. Other factors, such as flight frequency, schedule availability, brand recognition, and quality of offered services also have a significant impact on market competitiveness. In addition, MNG’s competitors may choose to commence or expand their existing charter and cargo operations, which could adversely affect its ability to obtain or renew charter and cargo contracts, especially in periods of low demand. This could result in decreases in MNG’s charter services market share and reduced frequencies for its cargo operations, which would have a material adverse effect on MNG’s business, results of operations and financial condition.

In addition to competition among scheduled cargo and charter operators, the air cargo industry also faces competition from ground transportation alternatives, such as interstate cargo companies. Finally, Turkey’s role in the air cargo industry is increasing every year due to its geo-strategic location, and therefore global competitors are increasingly interested in having greenfield investments including a multi-diverse business model (a Turkish AOC, airside warehouse, multimodal logistics) in Turkey. The Turkish government and regulators could give preference to new entrants or provide support to MNG’s competitors, for example, when granting new and current slots in Turkish airports, which may adversely affect MNG’s business, financial condition and results of operations.

Reduction in demand for MNG’s cargo or charter operations, or governmental reduction or limitation of operating capacity, could harm MNG’s business, results of operations and financial condition.

A significant portion of MNG’s operations is conducted in Europe, Asia, the Middle East, North America, and North Africa. MNG’s business, results of operations and financial condition could be harmed if we lose MNG’s authority to fly to these markets, by any circumstances causing a reduction in demand for air cargo or charter operations, or by governmental reduction or limitation of operating capacity, in these markets, such as adverse changes in local economic or political conditions, public health restrictions, including testing or vaccination requirements associated with COVID-19 or any other pandemic, negative public perception of these destinations, unfavorable weather conditions, public health concerns, civil unrest, violence or terrorist-related activities. Furthermore, MNG’s business could be harmed if jurisdictions that currently limit competition allow additional airlines to compete on routes we serve.

MNG relies on efficient daily aircraft utilization to address peak demand, which makes the Company vulnerable to delays, cancellations or aircraft unavailability.

In order to successfully execute MNG’s strategy, MNG aims to optimize its daily utilization of MNG’s aircraft. Achieving high aircraft utilization allows us to maximize the amount of revenue that we generate from each

 

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aircraft and dilute fixed costs. Aircraft utilization is block hours divided by number of days in the period divided by average aircraft. High daily aircraft utilization is achieved, in part, by reducing turnaround times at airports and developing schedules that enable us to fly more hours on average per day. MNG’s aircraft utilization rate could be adversely affected by a number of factors that we cannot control, including air traffic and airport congestion, interruptions in the service provided by air traffic controllers, adverse weather conditions and delays by third-party service providers in respect of matters such as fueling and ground handling. Such delays could result in a disruption in MNG’s operating performance, leading to lower daily aircraft utilization rates and customer dissatisfaction due to any resulting delays or missed connections, which could adversely affect us.

Due to the relatively small size of MNG’s fleet and the limited and changing nature of MNG’s scheduled service and MNG’s point-to-point network, the unexpected unavailability of one or more aircraft and resulting reduced capacity could have a material adverse effect on MNG’s business, results of operations and financial condition. In the event MNG experiences a series of aircraft out of service, MNG would experience a decline in revenue and potentially customer satisfaction. Furthermore, in the event MNG is unable to procure aircraft at the price-point necessary to allow for lower utilization during weak demand periods, MNG’s costs will be higher and could have a material adverse effect on MNG’s business, results of operations and financial condition.

Failure to obtain, renew or maintain the permits and approvals required to operate MNG’s businesses may have an adverse effect on MNG’s business, financial condition, results of operations and prospects.

MNG requires permits and approvals that are regulated by the International Civil Aviation Organization (“ICAO”) and Turkish Directorate General of Civil Aviation (“Turkish DGCA”) to operate MNG’s scheduled flights and charter cargo services. As of December 31, 2022, MNG holds permits for MNG’s scheduled flights to 42 countries. In the future, MNG may be required to renew such permits and approvals or to obtain new permits and approvals. While MNG believes that it will be able to obtain such permits and approvals, there can be no assurance that the relevant authorities will issue any such permits or approvals in the timeframe anticipated by MNG, or at all. For example, MNG has experienced difficulties to maintain a permit for MNG’s scheduled flights to Hong-Kong due to the diplomatic problems between the Chinese and Turkish civil aviation authorities.

MNG also requires additional licenses to continue MNG’s other operations, such as a self-handling license, air operator, continuing airworthiness, approved training organization, transportation security, ACC3, EAASA and IOSA certificates. Any failure to renew, maintain or obtain the required permits and approvals and operational licenses may interrupt MNG’s operations, and may have an adverse effect on MNG’s business, financial condition, results of operations and prospects.

MNG flies and depends upon Airbus aircraft, and it could suffer if it does not receive timely deliveries of aircraft, if aircraft from this company become unavailable or subject to significant maintenance or if the public negatively perceives MNG’s aircraft.

As MNG’s fleet has grown, MNG’s reliance on Airbus has also grown. MNG’s operating fleet as of the date of this proxy statement/prospectus consists of six Airbus A300-600F aircraft, one Airbus A330-200F aircraft and two Airbus A330-P2F300 aircraft, totaling nine aircraft. Risks relating to Airbus include: (i) MNG’s failure or inability to obtain Airbus aircraft, parts or related support services on a timely basis because of high demand or other factors, (ii) the issuance by the aviation authorities of directives restricting or prohibiting the use of Airbus aircraft, (iii) the adverse public perception of Airbus as a result of an accident or other negative publicity or (iv) delays in the time it takes MNG to arrange for Airbus or a third-party provider to deliver an aircraft.

All Airbus aircraft have an operational life limit, which is known as Limit of Validity (“LOV”). This is the period of time, up to which it has been demonstrated that damage to the aircraft structure is unlikely to occur. However, this only applies as long as the manufacturer’s design is not changed. In some cases aircraft and/or aircraft parts and components may be modified by using non-original equipment manufacturer (“OEM”) design

 

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organizations’ approved engineering data, such as converting a passenger aircraft into a full freighter aircraft or replacing the aircraft’s existing weather radar system with a new system. These types of non-OEM modifications are referred to as Supplemental Type Certificate (“STC”) modifications. In such cases, depending on what is modified on the aircraft, these modifications may impact the LOV which is determined by the manufacturer. The change of LVO or new additional operational limitations imposed by the STCs or extensions of such limitations are analyzed and approved by the engineering design company and the authority approving the STCs. These modifications may cause delay or unexpected rejection of the extension requests by the relevant engineering design company or the authority approving the STCs, which will adversely affect MNG’s ability to utilize MNG’s aircraft.

MNG’s ability to obtain new aircraft from Airbus may be affected by several factors, including (i) Airbus may refuse to, or be financially limited in its ability to, fulfil the obligations it assumed under aircraft delivery contracts, (ii) the occurrence of a fire, strike or other event affecting Airbus’s ability to fulfil its contractual obligations in a complete and timely fashion and (iii) any inability on MNG’s part to obtain aircraft financing or any refusal by Airbus to provide financial support. MNG may also be affected by any failure or inability of Airbus (or other suppliers) to supply sufficient replacement parts in a timely fashion, which may cause the suspension of operations of certain aircraft because of unscheduled or unplanned maintenance. Any such suspension of operations would decrease MNG’s revenue from air cargo services and adversely affect us and MNG’s growth strategy.

The occurrence of any one or more of these factors could restrict MNG’s ability to use aircraft to generate profits, respond to increased demands, or could limit MNG’s operations and adversely affect us.

MNG is highly dependent on MNG’s main hub at Istanbul Airport, as MNG’s primary hub, especially for MNG’s e-commerce integration, and as such, a material disruption at MNG’s main hub could adversely affect us.

MNG’s business is heavily dependent on MNG’s operations at MNG’s main hub at Istanbul Airport. Many of MNG’s routes operate through Istanbul Airport, which account for a significant part of MNG’s daily arrivals and departures. Like other companies, we are subject to delays caused by factors beyond MNG’s control and that could affect Istanbul Airport. Due to this geographical capacity concentration, MNG may not be able to react as quickly or efficiently as MNG’s competitors to any delays, interruption or disruption in service or fuel at Istanbul Airport, which could have a material adverse impact on MNG.

A failure to implement MNG’s growth strategy may adversely affect MNG.

MNG’s growth strategy includes, among other objectives, increasing the number of markets it serves, introducing new services to increase MNG’s depth and breadth of relationships in the e-commerce ecosystem and increasing the frequency of the flights we provide. MNG faces numerous challenges in implementing MNG’s growth strategy, including MNG’s ability to enter into relationships with third parties to carry their cargo on terms that are acceptable to us. MNG may be unsuccessful in entering into relationships with integrated logistics companies to carry cargo on terms that are acceptable to it.

These objectives are also dependent on obtaining approvals for operating new routes from local regulators and obtaining adequate access to the necessary airports. Certain airports that MNG serves or that it may want to serve in the future are subject to capacity constraints and impose landing rights and slot restrictions during certain periods of the day. MNG cannot assure you that it will be able to maintain MNG’s current landing rights and slots and obtain a sufficient number of landing rights and slots and other facilities at airports to expand MNG’s services as we propose. It is also possible that airports not currently subject to capacity constraints may become so in the future. In addition, an air cargo company must use its slots on a regular and timely basis or risks having those slots reallocated to other air cargo companies. Where landing rights and slots or other airport resources are not available or their availability is restricted in some way, MNG may have to modify its schedules, change routes or reduce aircraft utilization.

 

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Some of the airports to which MNG flies impose various restrictions, including limits on aircraft noise levels, limits on the number of average daily departures and curfews on runway use. In addition, MNG cannot assure you that airports at which there are no such restrictions may not implement restrictions in the future or that, where such restrictions exist, they may not become more onerous. Such restrictions may limit MNG’s ability to continue to provide or to increase services at such airports, which may adversely affect MNG.

Furthermore, MNG’s business is capital intensive and therefore MNG’s growth plans have required, and may continue to require, ongoing and significant capital investments to expand MNG’s fleet and renovate, convert, maintain or upgrade existing aircraft, or make major acquisitions or investments and to ensure compliance with new regulatory requirements. There can be no assurance that we will have the financial resources to make all the investments we have planned, and, as a result, we may be subject to delays in aircraft deliveries and resulting delays in implementing MNG’s growth strategy. Additionally, if growth in air cargo demand, the price levels and MNG’s revenues fail to keep pace with the planned expansion of MNG’s fleet, we could suffer from overcapacity and MNG’s results of operations and the MNG’s ability to fund scheduled aircraft purchases and service MNG’s debt could be materially adversely affected.

Any inability to attract and retain key management and qualified personnel may negatively affect MNG’s business.

MNG’s success depends, and will continue to depend, on the efforts, abilities, experience and expertise of MNG’s executive leadership and senior management teams, and on recruiting, retaining, motivating, effectively communicating with and developing highly skilled and competent people at all levels of the organization. This includes retaining certain key employees. There can be strong competition for personnel from other companies and organizations and there may at any time be shortages in the availability of appropriately skilled people at all levels. If MNG was to lose the services of some of MNG’s existing management, MNG may be unable to find and integrate suitable replacement personnel, which could significantly impair MNG’s ability to develop and implement MNG’s business strategies. While MNG has employment or service contracts, which provide for cash based awards with MNG’s key executives, MNG cannot guarantee the retention of such key executives. Failing to hire and retain sufficient numbers of management and qualified personnel for functions such as finance, marketing and sales and operations, could have an adverse effect on MNG’s business, financial condition, results of operations and prospects.

Certain parts of MNG’s business are dependent on the availability of skilled and semi-skilled employees. A shortage of labor owing to MNG’s inability to attract and retain such employees could have a material adverse effect on MNG’s business, financial condition, operating results or prospects.

Increases in labor benefits, and other worker-related disturbances may adversely affect us, including MNG’s ability to carry out MNG’s normal business operations.

MNG’s business is labor intensive, with labor costs representing 12% and 13% of MNG’s total operating costs for the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, we employed 877 and 845 employees on average each year, respectively.

While wages in Turkey are typically significantly below levels in more mature markets, in the future, MNG may be forced to raise wages due to new labor laws or regulations, general wage increases across the industry or in any particular region in which MNG operates its business. MNG currently expect above inflation wage increases in some of MNG’s operations. Any inflationary pressures or an increase in labor costs, deterioration of employee relations, slowdowns or work stoppages at any of MNG’s locations, whether due to employee turnover or otherwise, could have a material adverse effect on MNG’s business, financial condition, results of operations and prospects. A work slowdown or other labor unrest could, in some cases, impair MNG’s ability to supply MNG’s products to customers, which could result in reduced revenues.

 

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Labor disputes, adverse employee relations and disruptions of business operations due to strikes or similar measures by any of MNG’s significant suppliers may have a material adverse effect on MNG’s business, financial condition and results of operations.

Unexpected increases in the price of aircraft fuel or a shortage or disruption in the supply of aircraft fuel and MNG’s inability to mitigate the risk of future volatility in fuel prices could have a material adverse effect on MNG’s business, results of operations and financial condition.

Historically, international and local fuel prices have been subject to wide price fluctuations based on geopolitical issues and supply and demand. Fuel expenses constitute a significant portion of MNG’s total operating expenses, representing 40% and 26% of MNG’s total operating costs for the year ended December 31, 2022 and 2021, respectively. Over the past several years, the price of aircraft fuel, which is mainly affected by international price fluctuations for oil and the real/U.S. dollar exchange rate, has fluctuated substantially and prices continue to be highly volatile and could increase significantly at any time.

MNG’s business is also dependent on the availability of aircraft fuel (or crude oil), which is not predictable. Weather-related events, natural disasters, terrorism, wars, political disruption or instability involving oil-producing countries, changes in governmental or cartel policy concerning crude oil or aircraft fuel production, labor strikes or other events affecting refinery production, transportation, taxes or marketing, environmental concerns, market manipulation, price speculation, changes in currency exchange rates and other unpredictable events may drive actual or perceived fuel supply shortages. For example, exports from Russia have been reduced due to the war in Ukraine. Many European countries imposed new sanctions against Russia in retaliation for the invasion of Ukraine, resulting in increased prices that were already high because of tight supply as global economies recovered from the COVID-19. Although MNG has not experienced any shortages as a result of the Russian-Ukraine war, the Company cannot assure you that Russian-Ukraine war or any future political tension will not affect the availability or prices of aircraft fuel in the future. Shortages in the availability of, or increases in demand for, crude oil in general, other crude oil-based fuel derivatives and aircraft fuel in particular could result in increased fuel prices and could have a material adverse effect on MNG’s business, results of operations and financial condition.

MNG may not be able to increase MNG’s fares sufficiently to cover increased fuel costs, particularly when fuel prices rise quickly. MNG’s ability to increase MNG’s fares to offset an increase in fuel costs is limited by the competitive nature of the air cargo industry and the price sensitivity associated with air cargo and any increases in fares may reduce the general demand for MNG’s services. Additionally, MNG’s cargo and charter customers may also choose to refuse fuel pass-through contracts, which could drive down the profitability of those agreements.

Although MNG does not have any fuel derivative contracts as of the date of this proxy statement/prospectus, it may, from time to time, enter into fuel derivative contracts in order to mitigate the risk to MNG’s business from future volatility in fuel prices but such contracts may not fully protect itself from all related risks. MNG’s hedging strategy to date has been designed to protect MNG’s liquidity position in the event of a rapid and/or sustained rise in fuel prices that does not allow for immediate response in MNG’s fares. Although MNG is able to pass on fuel price increases to MNG’s customers to a certain extent in MNG’s scheduled and block space services, charter services and special cargo services, and fuel costs are completely borne by MNG’s customers in MNG’s ACMI services, changes in fuel prices have had, and are expected to continue to have, a significant impact on MNG’s costs and, in turn, on the results of its operations. We may enter into derivatives that do not qualify for hedge accounting, which can impact MNG’s results of operations and increase the volatility of MNG’s earnings due to recognizing the mark-to-market impact of MNG’s hedge portfolio as a result of changes in the forward markets for oil and/or jet fuel. MNG cannot assure you that it will be able to pass on fuel price increases to MNG’s customers or MNG’s fuel-hedging program will be effective or that we will maintain a fuel-hedging program. Even if it is able to hedge portions of MNG’s future fuel requirements, MNG cannot guarantee that MNG’s hedge contracts will provide an adequate level of protection against increased fuel costs or that the counterparties to MNG’s hedge contracts will be able to perform.

 

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The outbreak of a disease, such as COVID-19, or similar public health threat in the future could also have an adverse effect on MNG’s business, operating results, financial condition and liquidity.

Although the COVID-19 outbreak adversely impacted passenger airline companies, causing constrained capacity, disruption to services, and destabilized freight rates, freight forwarders and cargo airlines experienced a rise in demand for air cargo, which was initially driven by their pivotal role in the transport of essential goods ranging from protective personal equipment, medications and vaccines, and later by challenges in the ocean-shipping supply chain and strong growth in e-commerce sales. Despite the increased demand, 2020 was a challenging year both for air cargo and the aviation sector in general and significant short-term and long-term challenges remain unpredictable. The demand for air cargo services in the global air cargo industry started to experience a decline in 2022, and MNG cannot assure you that demand for MNG’s services will remain stable, at the level of 2020 or that the pandemic will not have an adverse impact on demand for MNG’s services in the future. MNG may also experience disruptions in the supply of aircraft spare parts and maintenance service, slowdowns in MNG’s operations or cost increases as a result of the pandemic. For example, as of the date of this proxy statement/prospectus, MNG still experiences service disruptions in Chinese airports, from time to time, due to the government’s actions to mitigate COVID-19, including suspensions of work and labor activities at the airports and transportation restrictions. The extent of the impact of COVID-19 on us is highly uncertain due to the unknown duration and severity of the outbreak.

In addition, an outbreak of another disease or similar public health threat, or fear of such an event, that affects cargo demand or adversely affects supply chains, which would affect MNG’s cargo business, could have a material adverse impact on MNG’s business, operating results, liquidity and financial condition. Outbreaks of other diseases could also result in increased government restrictions and regulation, such as those actions described above or otherwise, which could adversely affect MNG’s business, operating results, financial condition and liquidity.

Because the air cargo industry is characterized by high fixed costs, airlines cannot quickly reduce their costs to respond to shortfalls in expected revenue and this may harm MNG’s ability to attain MNG’s strategic goals.

MNG has limited control over high fixed costs, such as the price and availability of aircraft fuel, aviation insurance, aircraft ownership and leasing, headquarters facility and personnel, IT system license costs, training and insurance expenses, taxes, the cost of meeting changing regulatory requirements, the cost of capable talent at market wages and MNG’s cost to access capital or financing.

As a function of MNG’s fixed costs, we may (i) have limited ability to obtain additional financing, (ii) be required to dedicate a significant part of MNG’s cash flow to fixed costs resulting from financial leases and debt for aircraft, (iii) incur higher interest or leasing expenses for the event that interest rates increase or (iv) have a limited ability to plan for, or react to, changes in MNG’s businesses, the civil aviation sector generally and overall macroeconomic conditions. In addition, volatility in global financial markets may make it difficult for us to obtain financing to manage MNG’s fixed costs on favorable terms or at all.

As a result of the foregoing, MNG may be unable to quickly adjust MNG’s fixed costs in response to changes in MNG’s revenues. A shortfall from expected revenue levels could have a material adverse effect on MNG.

A possible consolidation in the Turkish and global air cargo industry may adversely affect MNG.

As a result of the competitive environment in which we operate, there may be consolidations in the Turkish and global air cargo industry, whether by means of acquisitions, joint ventures, partnerships or strategic alliances. MNG cannot predict the effects of a possible consolidation on the industry. MNG’s competitors could increase their scale, diversity and financial strength and may have a competitive advantage over MNG, which would adversely affect the Company. Consolidations in the air cargo industry and changes in international alliances are likely to affect the competitive landscape in the industry and may result in the formation of airlines and alliances with increased financial resources, more extensive global networks and reduced cost structures than MNG.

 

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MNG routinely engages in analysis and discussions regarding MNG’s own strategic position, investments and acquisitions, along with the discussions with other airlines regarding similar arrangements. To the extent MNG acts as consolidators, it may not be able to successfully integrate the business and operations of companies acquired, governmental approvals may be delayed, costs of integration and fleet renovation may be greater than anticipated, synergies may not meet MNG’s expectations, MNG’s costs may increase and MNG’s operational efficiency might be adversely affected. To the extent MNG does not engage in such consolidations, MNG’s competitors may increase their scale, diversity and financial strength and may have a competitive advantage over the Company, which would negatively affect MNG, including MNG’s ability to realize expected benefits from MNG’s own strategic partnerships.

Technical and operational problems in the Turkish civil aviation infrastructure, including air traffic control systems, airspace and airport infrastructure, may have a material adverse effect on MNG’s strategy and, consequently, on MNG.

MNG is dependent on improvements in the coordination and development of Turkish airspace control and airport infrastructure, which, mainly due to the large growth in civil aviation in Turkish in recent years, require substantial improvements and government investments. Technical and operational problems in the Turkish air traffic control systems have led to extensive flight delays, higher than usual flight cancellations and increased airport congestion. The Turkish government and air traffic control authorities have taken measures to improve the Turkish air traffic control systems, but if the changes undertaken by the Turkish government and regulatory authorities may not prove successful, these air traffic control related difficulties might recur or worsen, which may have a material adverse effect on MNG and MNG’s growth strategy.

Any condition that would prevent or delay MNG’s access to airports or routes that are vital to MNG’s strategy, or MNG’s inability to maintain MNG’s existing landing rights and slots, and obtain additional landing rights and slots, could materially adversely affect MNG. New operational and technical restrictions imposed by Turkish authorities in the airports MNG operates or in those we expect to operate may also adversely affect MNG. In addition, MNG cannot assure that any investments will be made by the Turkish government in the Turkey aviation infrastructure to permit a capacity increase at busy airports and consequently additional concessions for new slots to air cargo companies.

MNG is exposed to the risk of inadvertently violating anti-corruption, anti-money laundering, anti-terrorist financing and economic sanctions laws and regulations and other similar laws and regulations and any violation or alleged violation of anti-corruption, anti-bribery, anti-money laundering and antitrust laws and regulations could adversely affect us, including MNG’s brand and reputation.

MNG is subject to anti-corruption, anti-bribery, anti-money laundering, antitrust and other similar or equivalent laws and regulations and are required to comply with the applicable laws and regulations. There can be no assurance that MNG’s employees, agents, and the companies to which we outsource certain of MNG’s business operations, will not take actions in violation of MNG’s anti-corruption, anti-bribery, anti-money laundering and antitrust policies, for which MNG may be ultimately held responsible. Any violations by MNG of anti-bribery and anti-corruption laws or sanctions regulations could have a material adverse effect on MNG’s business, reputation, results of operations and financial condition.

MNG has policies and procedures designed to assist with compliance with applicable laws and regulations in Turkey, and upon becoming a public company in the United States, we will be subject to U.S. anti-money laundering and anti-terrorist financing laws and regulations, including the U.S. Bank Secrecy Act of 1970, the U.S. Money Laundering Control Act of 1986, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and U.S. anti-bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). The FCPA prohibits providing, offering, promising or authorizing, directly or indirectly, anything of value to government officials, political parties or political candidates for the purposes of obtaining or retaining business or

 

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securing any improper business advantage. In addition, MNG’s operations may be subject to economic sanctions laws and regulations imposed by the United States, the European Union, the United Kingdom, or any other relevant jurisdiction. Such laws and regulations may prohibit transactions in, with, involving, or relating to certain countries or regions or certain persons or entities.

MNG maintains internal compliance policies and procedures, but we cannot provide any assurance that these policies and procedures will be complied with or that they will prevent all violations of the applicable laws and regulations and every instance of fraud, money laundering, terrorist financing, bribery and corruption. MNG also cannot provide any assurance that potential violations of MNG’s internal compliance procedures will be uncovered through MNG’s procedures or that violations of the applicable anti-bribery or money laundering, anti-terrorist financing and economic sanctions laws and regulations will not occur. MNG has internal audit, security and other procedures in place, which are designed to prevent instances of fraud, money laundering, terrorist financing, bribery and corruption. However, despite these controls and procedures, there can be no assurance that through these and other procedures MNG uses it will timely and effectively catch any violations of MNG’s internal compliance procedures or any violations of laws and regulations, including those related to fraud, money laundering, terrorist financing, bribery, corruption and economic sanctions. Moreover, MNG has adopted MNG’s internal anti-bribery and anti-corruption policy and sanction compliance policy recently and cannot guarantee that it was previously in compliance with such laws. As a result, MNG may be exposed to potential civil or criminal penalties or associated investigations under the relevant applicable laws and regulations, which may, if not successfully avoided or defended, have an adverse impact on MNG’s business, prospects, financial condition or results of operations. Similarly, actual findings or mere allegations of such violations could negatively impact MNG’s reputation and limit MNG’s future business opportunities, which may cause MNG’s reputation, financial condition and results of operations to be materially adversely affected.

MNG could be adversely affected by expenses or stoppages associated with planned or unplanned maintenance on MNG’s aircraft, as well as any inability to obtain spare parts on time.

As of December 31, 2022, the average age of MNG’s operating fleet (excluding the aircraft leased to Solinair) was 21.71 years, which is considered relatively new compared to industry standards. Therefore MNG’s aircraft require less maintenance now than they will in the future. MNG’s fleet will require more maintenance as it ages and MNG’s maintenance and repair expenses for each of MNG’s aircraft will be incurred at approximately the same intervals. Furthermore, MNG’s Airbus A300-600F aircraft are older than the other aircraft in its fleet, and the base maintenance service and replacement parts providers for these aircraft are limited. In the event we cannot renew MNG’s contracts with those providers on a reasonable basis, MNG’s scheduled and unscheduled aircraft maintenance expenses would increase. Any significant increase in maintenance and repair expenses would have a material adverse effect on MNG.

MNG’s business would be significantly harmed by unplanned stoppages or suspensions of operations associated with planned or unplanned maintenance due to mechanical issues. For example, if a design defect or mechanical problem with Airbus aircraft were to be discovered, this would cause MNG’s aircraft to be grounded while such defect or mechanical problem was being corrected. MNG cannot assure you that we would succeed in obtaining all aircraft and parts to solve such defect or mechanical problem, that we would obtain such parts on time, or that we would succeed in solving such defect or mechanical problem even if MNG obtained such parts. This could result in a suspension of the operations of certain of MNG’s aircraft, potentially for a prolonged period of time, while MNG attempted to obtain such parts and solve such defect or mechanical problem, which could have a materially adverse effect on MNG.

MNG relies on third-party suppliers for MNG’s aircraft and aircraft engines as well as aircraft fuel.

MNG’s success will be dependent upon MNG’s ability to enter into new supplier agreements and maintain MNG’s relationships with suppliers and strategic partners who are critical and necessary to the maintenance of MNG’s aircraft. MNG also relies on suppliers and MNG’s strategic partners to provide us with aircraft fuel. The

 

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supplier agreements MNG have or may enter into with key suppliers and MNG’s strategic partners in the future may have provisions where such agreements can be terminated in various circumstances, including potentially without cause. MNG’s operations could be materially and adversely affected by the failure or inability of these suppliers and strategic partners to provide sufficient parts or related maintenance and support services to us in a timely manner, or the interruption of MNG’s flight operations as a result of unscheduled or unanticipated maintenance requirements for MNG’s aircraft or engines. Also, changes in business conditions, pandemics, governmental changes and other factors beyond MNG’s control or that MNG does not presently anticipate could affect MNG’s ability to receive services or products from MNG’s suppliers and strategic partners.

MNG is, and may in the future be, involved in litigation that may materially adversely affect to the Company.

From time to time, MNG may be subject to claims, lawsuits, government investigations and other proceedings involving product liability, consumer protection, competition and antitrust, intellectual property, privacy, securities, tax, labor and employment, health and safety, environmental claims, commercial disputes, corporate and other matters, which may involve substantial claims for damages or other payments. The outcome of pending or potential future proceedings is difficult to predict with any certainty. There is no way to guarantee that such lawsuits will be ruled favorably to MNG or that the amounts provisioned are sufficient to cover amounts resulting from any unfavorable rulings. Decisions contrary to the interests of MNG that could eventually result in substantial payments, affect MNG’s image or impede the performance of MNG’s business as initially planned may have a material adverse effect on MNG’s business, MNG’s financial condition and MNG’s results of operations. See also “Business—Legal Proceedings.

Any expansion of MNG’s business activities through mergers, acquisitions, joint ventures or strategic alliances may be impacted by antitrust laws, access to capital resources, and the costs and difficulties of integrating future acquired businesses and technologies, which could impede MNG’s future growth and adversely affect its competitiveness.

As part of MNG’s strategy in the ordinary course of business, MNG may seek further growth through acquisitions in order to maintain a competitive position within the industries in which we operate and to enhance MNG’s position in MNG’s core areas of operations. As part of MNG’s growth strategy, MNG may continue to consider acquiring further complementary businesses and MNG’s ability to successfully implement these transactions would depend on a variety of factors, including the approval of MNG’s acquisition target’s major partners, obtaining financing on acceptable terms and compliance with the restrictions contained in MNG’s debt agreements.

This strategy entails risks that could have a material adverse effect on MNG’s business, financial condition, results of operations and prospects, including:

 

   

unidentified or unanticipated liabilities or risks in the operations of the companies which we may acquire;

 

   

the need to incur debt, which may reduce MNG’s cash available for operations and other uses due to increased debt service obligations;

 

   

failure to complete any of MNG’s pending or other future proposed acquisitions;

 

   

inability to successfully integrate the services, products and personnel of the acquisitions into MNG’s operations or to realise any expected cost savings or other synergy benefits from the acquisitions;

 

   

potential failure to achieve the economies of scale, synergies or other benefits sought;

 

   

greater than expected costs and management time and effort involved in completing and integrating the acquisitions;

 

   

potential disruption to MNG’s ongoing businesses and difficulty in maintaining MNG’s internal control environment, information systems technologies and procedures;

 

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for investments over which we do not obtain management and operational control, we may lack influence over the controlling joint venture partner, partner or shareholder, which may prevent us from achieving its strategic goals in such investment;

 

   

inability to retain employees, customers and supplier relationships;

 

   

customer overlap or loss of customers supplied prior to the acquisitions by us or by any acquired entity; and

 

   

lack of return on MNG’s investment.

MNG may not be able to identify suitable acquisition opportunities or make acquisitions on beneficial terms, or obtain financing necessary to complete and support such acquisitions. If MNG is not able to achieve the anticipated benefits of any acquisitions undertaken by it in full or in a timely manner, we may not be able to recoup its investment, and the business, financial position and results of operations of us could be materially adversely affected.

Any additional indebtedness that MNG incurs to finance its acquisitions may also adversely affect MNG’s ability to finance new transactions on acceptable terms that would otherwise advance MNG’s corporate strategy and/or to pay interest and MNG’s financial condition and cash flows. Regulations on merger and acquisition activities by Turkey or other national regulators may also limit MNG’s ability to make future acquisitions or mergers. The impact on us of any of MNG’s future acquisitions or investments cannot be fully predicted and any of the risks outlined above, should they materialise, could have a material adverse effect on MNG’s business, financial condition, results of operations and prospects.

Approval of the antitrust authorities in the relevant jurisdictions is required for us to acquire and sell significant businesses or enter into significant joint ventures. MNG cannot assure that the antitrust authorities will authorize MNG’s proposed strategic alliances, joint ventures, sales and acquisitions in the future, or will not order us to divest a portion of MNG’s assets or impose any other condition in order to consummate any proposed joint venture or acquisition, which may adversely affect MNG’s business strategy, financial condition and results of operations.

In addition, the anticipated further expansion of MNG’s operations may place, a significant strain on MNG’s management, systems and resources. In addition to training, managing and integrating its workforce, MNG will need to continue to develop and improve its financial and management controls. MNG makes no assurance that we will be able to efficiently or effectively manage the growth and integration of MNG’s operations and internationally dispersed businesses and any failure to do so may materially and adversely affect MNG’s business, financial condition, results of operations and prospects. In particular, the management of MNG’s personnel across several countries can present logistical and managerial challenges, including difficulties with hiring and dismissing personnel. The impact of acquisitions on us cannot be predicted and any of the risks outlined above, should they materialise, could have a material adverse effect MNG’s business, financial condition and/or results of operations.

The air cargo business is capital intensive and if we are unable to maintain sufficient cash resources, MNG’s existing and future debt obligations, this could impair MNG’s liquidity and financial condition.

The air cargo business is capital intensive. MNG’s capital expenditures primarily result from maintenance expenditures, which comprise expenditures related to maintenance of MNG’s aircraft as well as growth expenditures, which comprise expenditures related to the conversion of aircraft joining MNG’s fleet and financial lease agreements executed for leasing MNG’s aircraft. MNG meets MNG’s liquidity requirements through MNG’s operating cash flow as well as through obtaining short term and long term financing loans from creditors and executing financial lease agreements, mainly in order to finance MNG’s growth capital expenditure

 

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and to finance MNG’s aircraft purchases. As of December 31, 2022, MNG had total consolidated indebtedness of $82.5 million ($106.9 million in 2021), of which $9.7 million ($7.4 million in 2021) was secured indebtedness. During the year ended December 31, 2022, MNG’s principal financial borrowing payments totaled $46.7 million ($38.5 million in 2021), and MNG’s principal financial lease payments totaled $14 million ($19.1 million in 2021).

MNG is subject to various financial covenants under MNG’s financing agreements and financial leases that are typical for credit facilities and leases of this size, type, and tenor. MNG’s ability to comply with these covenants and requirements may be affected by events beyond MNG’s control. MNG’s failure to comply with obligations under MNG’s financing arrangements could result in an event of default. A default, if not cured or waived, could prohibit MNG from obtaining further loans and permit the lenders thereunder to accelerate payment of their loans. If MNG’s debt is accelerated, MNG cannot be certain that we will have funds available to pay the accelerated debt or that MNG will have the ability to refinance the accelerated debt on terms favorable to itself, or at all.

Furthermore, to the extent that MNG incurs additional indebtedness and MNG’s level of indebtedness increases, MNG’s vulnerability to adverse economic and industry conditions, including increases in interest rates, foreign currency exchange rate fluctuations and market volatility may increase, and such increase in the level of indebtedness may limit cash flow available to fund MNG’s working capital, capital expenditures or other general corporate requirements, and MNG’s flexibility in planning for, or reacting to, changes in MNG’s business and the industry, MNG’s ability to obtain additional financing. Failure to generate additional funds, whether from operations or additional debt or equity financing, may require us to delay or abandon some or all of MNG’s anticipated capital expenditures or to modify MNG’s growth strategy, which could have a material adverse effect on MNG’s business and results of operations.

Increases in insurance costs or reductions in insurance coverage may have a material adverse effect on MNG’s business, results of operations and financial condition.

MNG believes that it maintains adequate levels of insurance, which we believe are typical in MNG’s industry. However, if any of MNG’s aircraft were to be involved in a significant accident or if MNG’s property or operations were to be affected by a significant natural catastrophe or other event, we could be exposed to material liability or loss. If insurance markets harden due to other global incidents, general aviation incidents or other economic factors, MNG could be unable to obtain sufficient insurance (including aviation hull and liability insurance and property and business interruption coverage) to cover such liabilities or losses, MNG’s business could be materially adversely affected.

In line with global industry practice, MNG leaves some business risks uninsured, including business interruption, loss of profit or revenue and consequential business losses arising from mechanical breakdown. To the extent that uninsured risks materialize, we could be materially and adversely affected. In addition, there is no assurance that MNG’s coverage will cover all potential risks associated with MNG’s operations and activities. To the extent that actual losses incurred by us exceed the amount insured, MNG may have to bear substantial losses, which will have an adverse impact on us.

Failure to maintain good employee relations may affect MNG’s operations and the success of MNG’s business.

Maintaining good employee relations is important for the smooth operations of MNG’s services. Whilst MNG’s relations with MNG’s employees and work councils have historically been good, future developments in relation to MNG’s business or otherwise could adversely affect relations between us and MNG’s employees and work councils. There can be no assurance that there will not be any future disputes or ballots in favor of future industrial action at any facility belonging to MNG. If industrial action were to occur, MNG’s operations could be curtailed significantly, which would have a material adverse effect on MNG’s business, financial condition, results of operations and prospects.

 

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MNG has entered into, and will continue to enter into, related party transactions with MNG’s parent company, as well as other related parties.

In the ordinary course of business, MNG has engaged in, and intend to continue to engage in, transactions with MNG’s subsidiaries and the Mapa Group, see “Certain MNG Airlines Relationships and Related Person Transactions”. The majority of these transactions are sales that are related to sub-charter income generated from Solinair and purchases of services regarding software development and lease charges incurred by the Mapa Group. Furthermore, MNG is party to a loan agreement with Mapa, pursuant to which we agreed to extend a loan to Mapa in the amount of TRY 918,219,600 ($49,328,720 million as of the Intercompany Loan Agreement as defined below) to be repaid on December 5, 2024. MNG believes that MNG’s prior and existing contracts and other transactions with related parties have been negotiated on an arm’s length basis and are in line with market terms. However, the tax authorities may conduct audits on MNG’s related party transactions and could allege that MNG’s related party transactions are not on an arm’s length basis. Furthermore, related party transactions may involve conflicts of interests, which may be detrimental to MNG. Therefore, any such issues relating to MNG’s related party transactions, individually or in the aggregate, could have a material adverse effect on MNG’s business, financial condition and results of operations. See “Related Party Transactions.”

Risks Related to MNG’s Technology and Intellectual Property

MNG relies on the strength of MNG’s reputation and the reputation of MNG’s parent company Mapa. If MNG and/or MNG’s parent company are unable to maintain and enhance MNG’s brand and capture additional market share or if the reputation and business of us and/or MNG’s parent company are harmed, it could have a material adverse impact on MNG’s business, financial condition, results of operations and prospects.

MNG’s business and prospects will heavily depend on MNG’s ability to develop, maintain and strengthen the “MNG Airlines” brand to be associated with operational excellence. Promoting and positioning MNG’s brand will likely depend significantly on MNG’s ability to provide a consistently high-quality customer experience. To promote MNG’s brand, MNG may be required to change MNG’s customer development and branding practices, which could result in substantially increased expenses, including the need to use traditional media such as television, radio and print advertising. In particular, any negative publicity, whether or not true, can quickly proliferate on social media and harm consumer perception and confidence in MNG’s brand. MNG’s ability to successfully position MNG’s brand could also be adversely affected by perceptions about the quality of MNG’s competitors’ services or MNG’s competitors’ success.

In addition, MNG’s success, to an extent, depends on the reputation of Mapa. Mapa, which is MNG’s parent company, is one of Turkey’s leading conglomerates and operates in different sectors including construction, tourism, air transportation, renewable energy, finance and mining. Mapa receives considerable public attention in Turkey. Events affecting the reputation of Mapa are beyond MNG’s control and any negative publicity concerning Mapa could have an adverse impact on MNG’s brand and have a negative impact on MNG’s operations, which in turn could have a material adverse effect on MNG’s business and financial condition.

MNG’s intellectual property rights, particularly MNG’s branding rights, are valuable, and any inability to protect them may adversely affect MNG’s business and financial results.

MNG depends on the recognition of MNG’s brand for the successful operation of MNG’s business. MNG’s brand recognition is, in turn, dependent on MNG’s intellectual property rights. We protect MNG’s intellectual property rights through a combination of trademark and other forms of legal protection, contractual agreements and policing of third-party misuses of MNG’s intellectual property. MNG’s trademark, “MNG Airlines Cargo INC.” is registered in Turkey with the Turkish Patent and Trademark Office (“TPTO”) in MNG’s name, as well as in the U.S. with the United States Patent and Trademark Office, the U.K. with the United Kingdom Intellectual Property Office, and the EU with European Union Intellectual Property Office under the World Intellectual

 

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Property Organization (WIPO) Madrid International Trademark System, in MNG’s name. MNG’s “MNG Airlines” brand is also protected as a registered trademark with the TPTO in MNG’s name. We have also registered several domain names, including, among others “mngairlines.com”, “mngairlines.de”, “mnghavayollari.de”, “mngyerhizmetler.com” and “mng.aero”.

MNG’s ability to compete effectively is dependent in part upon MNG’s ability to obtain, maintain, enforce and protect MNG’s intellectual property, proprietary technology and licensing rights, but we may not be able to prevent third parties from the unauthorized use of MNG’s intellectual property and proprietary technology, which could harm MNG’s business and competitive position. MNG’s failure to obtain or adequately protect MNG’s intellectual property or any change in law that lessens or removes the current legal protections of MNG’s intellectual property may diminish MNG’s competitiveness and adversely affect MNG’s business and financial results. Any litigation or disputes regarding intellectual property may be costly and time-consuming and may divert the attention of MNG’s management and key personnel from MNG’s business operations, either of which may adversely affect MNG’s business and financial results.

A delay or failure to identify and devise, invest in and implement certain important technology, business, and other initiatives could have a material impact on MNG’s business, financial condition and results of operations.

In order to operate MNG’s business, achieve MNG’s goals, and remain competitive, MNG continuously seeks to identify and devise, invest in, implement and pursue technology, business and other important initiatives, such as those relating to aircraft fleet structuring, business processes, information technology systems (“IT Systems”), initiatives seeking to ensure high quality service experience, and others.

MNG’s business and the aircraft we operate are characterized by changing technology, introductions and enhancements of models of aircraft and services and shifting customer demands, including technology preferences. MNG’s future growth and financial performance will depend in part upon MNG’s ability to develop, market and integrate new services and to accommodate the latest technological advances and customer preferences. In addition, the introduction of new technologies or services that compete with MNG’s product and services could result in MNG’s revenues decreasing over time. If MNG is unable to upgrade MNG’s operations or fleet with the latest technological advances in a timely manner, or at all, MNG’s business, financial condition and results of operations could suffer.

MNG depends significantly on automated systems and cyber security threats continue to increase in frequency and sophistication, and a successful cyber security attack could interrupt or disrupt MNG’s IT Systems, or those of MNG’s third-party service providers, which could, among other adverse effects, disrupt MNG’s business, force MNG to incur costs or cause reputational harm.

MNG depends on MNG’s IT Systems to operate MNG’s businesses, including MNG’s fleet and network management system, telecommunications system and website. Significant or repeated breakdowns of these systems may impede MNG’s customers’ access to MNG’s services, which may cause them to use another service provider, adversely affecting MNG’s net revenues. In addition, any internal technological error or failure or large-scale external interruption in the technological infrastructure MNG depends on may disrupt MNG’s internal network. Any individual, sustained or repeated failure of MNG’s technology or that of MNG’s major partners could impact MNG’s ability to conduct MNG’s business, lower the utilization of MNG’s aircraft and result in the loss of important data, increase MNG’s expenses and generally harm MNG.

These interruptions may include but are not limited to computer hackings, computer viruses, worms or other disruptive software, or other malicious activities. In particular, both unsuccessful and successful cyber-attacks on companies have increased in frequency, scope and potential harm in recent years. The costs associated with a major cyber-attack could include expensive incentives offered to existing customers to retain their business, increased expenditures on cyber security measures, lost revenues from business interruption, litigation and

 

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damage to MNG’s reputation. In addition, MNG’s information technology networks and systems process, transmit and store personal and financial information, proprietary information of MNG’s business in accordance with the data protection and privacy laws to which MNG is subject to such as Data Protection Regulation (EU) 2016/679 and Turkish Personal Data Protection Law No. 6698, and also allow MNG to coordinate MNG’s business across MNG’s operation bases, and allow MNG to communicate with MNG’s employees and externally with customers, suppliers, partners and other third parties. As a part of MNG’s ordinary business operations, MNG collects and stores sensitive data, including personally identifiable information of MNG’s employees. While MNG believes it takes reasonable steps to secure these information technology networks and systems, and the data processed, transmitted, and stored thereon, such networks, systems, and data may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, MNG’s proprietary information, customers’ or business partners’ information, or MNG’s employees’ personal information. MNG may also implement certain changes to MNG’s systems that may result in breakdowns, fleet and network mismanagement or telecommunications interruptions, all of which would negatively affect the Company. Furthermore, the compromise of MNG’s technology systems resulting in the loss, disclosure, misappropriation of, or access to, customers’, employees’ or business partners’ information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information or disruption to MNG’s operations. Any of these occurrences could result in damage to MNG’s reputation, which could adversely impact customer and investor confidence.

Risks Related to Turkey

The catastrophic earthquakes in February 2023 could have a material adverse effect on Turkey and in turn on MNG’s business, results of operations and financial condition.

In early February 2023, Turkey and neighboring countries suffered a catastrophic earthquake centered near Gaziantep in southern Turkey followed by several aftershocks. These geological events caused significant damage and loss of life in the areas of Turkey directly impacted. The region’s infrastructure has suffered significant damage. On February 8, 2023, the government impose a state of emergency for a term of three months. As of the date of this proxy statement/prospectus, none of MNG’s headquarters and facilities are located in the areas directly impacted by the earthquake. However, the full impact of the earthquake on Turkey’s economy and impact on the elections to be held in the first half of 2023 remain uncertain. In turn, the extent of the impact on MNG’s business, results of operations and prospects, remains uncertain.

MNG is subject to risks associated with doing business in an emerging market.

MNG is a company established and operating under the laws of Turkey. As a result, MNG’s business, results of operations, financial condition and prospects are significantly affected by the overall level of economic activity and political stability in Turkey. Despite Turkey undergoing significant political and economic reform in recent years that increased stability and led to economic growth, Turkey is still considered by international investors to be an emerging market. Emerging markets such as Turkey are subject to greater risk than more developed markets of being perceived negatively by investors based upon external events, and financial turmoil in any emerging market (or global markets generally) could disrupt the business environment in Turkey. Moreover, financial turmoil in one or more emerging market(s) tends to adversely affect prices for securities in other emerging market countries as investors move their money to countries that are perceived to be more stable and economically developed. An increase in the perceived risks associated with investing in emerging economies could dampen capital flows to Turkey and adversely affect the Turkish economy. As a result, investors’ interest in the securities (and thus their market price) might be subject to fluctuations that might not necessarily be related to economic conditions in Turkey or MNG’s financial performance. Investors’ interest in Turkey might be negatively affected by events in other emerging markets or the global economy in general, which could adversely affect the value of MNG’s business and could have a material adverse effect on MNG’s business, results of operations and prospects.

 

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MNG’s headquarters and facilities are located in Turkey and, therefore, MNG’s prospects, business, financial condition and results of operations may be adversely affected by political or economic instability in Turkey.

Prior to its current presidential republic system, Turkey was a parliamentary republic from 1923 to 2018. Unstable coalition governments have been common and, since the establishment of the parliamentary system, Turkey has had over 60 governments, with political disagreements frequently resulting in early elections. Furthermore, although its role has diminished in recent years, the Turkish military establishment historically has played a significant role in Turkish government and politics, intervening in the political process in 1960, 1971 and 1980. Most recently in July 2016, the Turkish government was subject to a failed coup attempt. As a result of the coup attempt, a nationwide state of emergency was imposed until July 2018.

Following a constitutional referendum on April 16, 2017, the parliamentary system and council of ministers were abolished and replaced with executive presidency and a presidential system. In the presidential election held on June 24, 2018, President Erdogan was re-elected with approximately 52.6% of the vote.

Political uncertainty has affected certain investors’ perception of Turkey and the strength of the Turkish economy. Since 2016, each of Standard & Poor’s, Moody’s and Fitch has repeatedly downgraded Turkey’s sovereign credit rating, although Fitch revised Turkey’s outlook from negative to stable in February 2021. On 2 December 2021, Fitch further revised Turkey’s sovereign rating outlook to negative from stable.

Accordingly, political and economic conditions in Turkey may directly affect MNG’s business. Furthermore, if new developments that are considered to contribute to instability in Turkey emerge, the value of MNG’s ordinary shares could decline.

Turkey’s economy is subject to inflation and risks related to its current account deficit.

Macroeconomic developments in Turkey, in particular those related to current account deficit and inflationary pressures, also affect MNG’s business. The current account deficit in Turkey was (1.7)% and (4.9)% of the GDP in 2021 and 2020,respectively. Turkey’s high current account deficit may reflect both Turkey’s long-standing structural economic problems and current economic and market conditions. Structural economic problems include dependence on imported energy and a high proportion of imports for manufacturing and domestic consumption and a low savings rate. To date, Turkey’s current account deficit has been funded largely through short-term foreign capital borrowings and foreign portfolio investments. Increased uncertainty in the global financial markets could make it more difficult for Turkey to finance its current account deficit, leading to increased volatility in the Turkish economy, which could have a material adverse effect on MNG’s business and results of operations.

The Turkish economy has also experienced significant inflationary pressures in the past with year-over-year consumer price inflation rates as high as 69.7% in the early 2000s. Consumer price inflation was 14.6% in 2020, 36.08% in 2021 and 64.27% in 2022, year-to-year. Although the Central Bank announced in February 2021 that it intends to maintain its existing tight monetary policy stable through 2023, inflationary pressures may result in Turkish inflation exceeding the Central Bank inflation target of 5%, which may cause the Central Bank to take further measures to control inflation. The Central Bank’s policies are subject to change and the possibility of a revision in policies of the Central Bank in this respect cannot be excluded. This tight monetary policy has involved setting high interest rates, thereby restricting the availability of credit and limiting economic growth. Further, these policies may be incapable of preventing increases in the inflation rate, which could adversely affect economic stability.

MNG generates a significant part of its revenue, cost of sales and expenses in U.S. dollars and for the year ended December 31, 2022 only 18% of MNG’s operating expenses were constituted by Turkish Lira denominated expenditures. Although 65% of MNG’s total operating expenses (including cost of sales, administrative

 

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expenses, marketing expenses and other operating expenses) were denominated in U.S. Dollars for the year ended December 31, 2022 and Turkish Lira depreciated against the U.S. Dollar by 40.3% in 2022, therefore provided a natural hedging against the inflation in Turkey, in the event of an increase in inflation and an appreciation of Turkish Lira against the U.S. Dollar, MNG may not be able to adjust the prices MNG charge its customers to offset the effects of inflation on MNG’s cost structure, and MNG may experience an increase in labor costs, which may adversely affect MNG’s business and results of operations. Inflation and government measures to combat inflation that impact macroeconomic stability in Turkey may also lead reductions in consumer confidence, consumer spending and general demand, which could have a material adverse effect on MNG’s business and results of operations. If these events continue, or if new economic developments emerge that have a similar effect, the value of MNG’s ordinary shares could decline.

Turkey’s economy has been undergoing a significant transformation and remains subject to ongoing structural and macroeconomic risks.

Since the mid-1980s, the Turkish economy has moved from a highly protected state-directed system to a market-oriented free enterprise system. Reforms have, among other things, largely removed price controls and reduced subsidies, reduced the role of the public sector in the economy, emphasized growth in the industrial and service sectors, liberalized foreign trade, reduced tariffs, promoted export growth, eased capital transfer and exchange controls, encouraged foreign investment, strengthened the independence of the Central Bank, led to full convertibility of the Turkish Lira by accepting Article VIII of the International Monetary Fund’s (the “IMF”) Articles of Agreement and overhauled the tax system.

However, the Turkish economy has also experienced a succession of financial crises and severe macroeconomic imbalances. These include substantial budget deficits, significant current account deficits, high rates of inflation, depreciation of Turkish Lira and high real rates of interest.

In March 2019, the United States announced that imports from Turkey would no longer be eligible for tariff relief under the “Generalized System of Preferences” program, which seeks to promote economic growth in countries identified as developing countries. The United States cited Turkey’s rapid economic development since its entry into the program and that it thus no longer qualified to benefit from these tariff preferences. Regulatory changes such as these reflect increasing challenges faced by some exporters, which might have a material adverse effect on Turkey’s economy and/or the financial condition or one or more industries within Turkey.

In September 2020, the Turkish Treasury and Finance Minister announced a new medium term economic program named the New Economic Program (“New Economic Program”) for the 2021 to 2023 period. The New Economic Program set GDP growth estimates as 0.3% for 2020, 5.8% for 2021 and 5.0% for each of 2022 and 2023. Furthermore, it has estimated the inflation rate as 10.5%, 8.0%, 6.0% and 4.9% for 2020, 2021, 2022 and 2023, respectively. There can be no assurance that these targets will be reached, that the Turkish government will continue to implement its current and proposed economic and fiscal policies successfully or that the economic growth achieved in recent years will continue considering external and internal circumstances, including the Central Bank’s efforts to curtail inflation and simplify monetary policy while maintaining a lower funding rate, the current account deficit and macroeconomic and political factors, such as changes in oil prices and uncertainty related with conflicts in Iraq and Syria as well as Russia (See “Conflict and uncertainty in neighboring and nearby countries may have a material adverse effect on MNG’s business, financial condition, results of operations or prospects”) and the political developments in Turkey (see “MNG’s headquarters and other operations and facilities are located in Turkey and, therefore, MNG’s prospects, business, financial condition and results of operations may be adversely affected by political or economic instability in Turkey”). Any of these developments might cause Turkey’s economy to experience macro-economic imbalances, which might impair MNG’s business strategies and/or have a material adverse effect on MNG’s business, financial condition and/or results of operations.

 

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Turkey is subject to internal and external unrest and the threat of future terrorist acts, which may adversely affect us.

Turkey is located in a region that has been subject to ongoing political and security concerns. Turkey has been subject to a number of terrorist attacks, resulting in a number of fatalities and casualties. Such incidents have had, and could continue to have, a material adverse effect on the Turkish economy. This, in turn, could have a material adverse effect on MNG’s business, financial condition, results of operations and prospects.

Turkey has been subject to a number of bombings, including tourist-focused centers in Istanbul and the city center in Ankara, which have resulted in a number of fatalities. Such incidents may continue to occur periodically, the most recent incident to result in fatalities in a major town occurred in November 2022. Such internal and external unrest and the threat of future terrorist acts may lead to reductions in consumer confidence, consumer spending, general demand, which would have a material adverse effect on MNG’s business and results of operations.

Conflict and uncertainty in neighboring and nearby countries may have a material adverse effect on MNG’s business, financial condition, results of operations or prospects.

Turkey is located in a region that has been subject to ongoing political and security concerns. Political uncertainty in and tensions regarding certain neighboring and nearby countries has from time to time had an impact on the political and economic environment in Turkey and may affect investors’ perceptions of the risks of investing in the securities of Turkish companies. Any material adverse impact on the Turkish economy or political stability as a result of deteriorations of Turkey’s international relations, especially resulting from the events which affect Turkey’s relationship with the countries or regions described below, could result in a reduction in consumer confidence, consumer spending, general demand for MNG’s services, which would have a material adverse effect on MNG’s business and results of operations.

Risks from events affecting Turkey’s relationship with Russia

Russia has become Turkey’s second largest trading partner and the largest supplier of natural gas to Turkey but tensions between Turkey and Russia have arisen from time to time.

On 24 February 2022, Russia launched a military invasion against Ukraine. This has resulted in a significant increase in tensions between Russia and a number of countries, as well as with the North Atlantic Treaty Organization (“NATO”). The United States, Canada, the United Kingdom and several European countries, among others, have imposed sanctions on Russia which include, among others, the freezing of the assets of the central bank of Russia, the banning of all transactions with the central bank of Russia and the removal of certain Russian banks from the swift messaging system, restrictions on access to financing by Russian entities, and export controls targeting Russia’s energy and defence sectors. Additionally, the United States has imposed additional sanctions targeting Russia’s oil and gas sector and oil and gas exports, by banning Russian imports of oil and gas in the U.S., while similar sanctions are also being considered by the EU and the United Kingdom. Several rounds of peace negotiations have been carried out to date, including with the participation of Turkey as mediator. Turkey’s role as a NATO member and as host to ceasefire negotiations between Ukrainian and Russian negotiators may materially affect Turkey’s global diplomatic position as well as its economy and financial condition.

As of the date hereof, any disruption to energy supplies and regional and global trade flows as a result of the invasion and the subsequent sanctions remains unclear and continues to depend on global and regional economic and political developments. The global economic and political environment and the impact of the sanctions imposed on Russia to the global economy remain highly uncertain.

Following the imposition of sanctions against Russia, thousands of Russians and Ukrainians have fled to Turkey to stay, invest, and hold assets since Turkey has not been imposing any sanctions on Russia except the closure of

 

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the Bosporus and Dardanelles straits to warships. Turkey has not been following the wave of sanctions imposed by many countries, and Turkey’s policy stance with respect to sanctions cannot be predicted with certainty.

Additional sanctions imposed on Russia by other countries may have a material adverse effect on Turkey due to its relations with Russia, Russian people and Russian entities. Although MNG does not have any business operations in Russia, the impact of additional sanctions, or of a deterioration of relations between Turkey and Russia or the United States over events in Ukraine, on the Turkish economy may be significant, which in turn may materially and adversely affect MNG’s business, financial condition and/or results of operations.

Risks from events affecting Turkey’s relationship with the European Union

In recent years, several important natural gas reserves have been discovered in the eastern Mediterranean. The European Union (“EU”) and Turkey have supported conflicting claims to the gas in these waters. On November 11, 2019, the EU adopted a framework for imposing sanctions on individuals or entities responsible for, or involved in, drilling and exploration activities. In October 2020, both France and Greece asked the EU to consider suspending the bloc’s customs union agreement with Turkey. Any decision by the EU to abolish the customs union with Turkey, end Turkey’s EU accession bid or impose additional sanctions on Turkey might cause a deterioration of the relationship between Turkey and the EU, impede Turkey’s access to EU funding and have a material adverse impact on Turkey’s economy.

Risks from events affecting Turkey’s relationship with the United States

The relationship between the US and Turkey has been strained by recent developments in the region, and also by Turkey’s agreement to acquire an air and missile defense system from Russia in December 2017. In response to these events, the United States Congress has considered potential sanctions on Turkey and limited Turkey’s ability to acquire fighter jets from the United States. In December 2020, the United States imposed sanctions that targeted the Presidency of Defense Industries (SSB) of Turkey, its chairman and three other employees.

In 2018, a New York federal court found a former executive at Turkey’s majority state-owned bank Turkey Halk Bankası A.S. guilty on charges that included bank fraud and conspiracies to evade U.S. sanctions against Iran and sentenced him to prison. He was released in July 2019, but the US Department of Justice brought similar allegations against Turkey Halk Bankası A.S., which are ongoing as of the date of this proxy statement/prospectus. As of the date of this proxy statement/prospectus, the final outcome in relation to the judicial process, or whether any sanction, fine or penalty will be imposed by the Office of Foreign Assets Control (“OFAC”) or any other U.S. regulatory body on Turkey Halk Bankası A.S. or any other Turkish bank or person in connection with those matters, as well as the possible reaction of the Turkish Government or the financial markets to any such events, is unknown.

President Biden won the U.S. presidential election held on 3 November 2020 and the Biden administration took office on 20 January 2021. On April 2021, U.S. President Biden referred to the World War I deaths of Armenians in the Ottoman Empire as genocide, which might negatively contribute to Turkey’s relationship with the United States. It is uncertain whether the positions that the new administration might take with respect to Turkey, including relating to any of the aforementioned topics, (including potential additional sanctions), might materially alter the relationship between Turkey and the U.S.

The United States has expressed concern Russian oligarchs are increasingly using Turkey as a haven to shelter assets after the United States imposed Ukraine-related sanctions against Russia. In August 2022, the Biden Administration warned Turkish business associations that Turkish companies could face sanctions if they do business with Russian individuals and institutions. The Turkish government has indicated it seeks to intensify its economic cooperation with Russia.

Actual or perceived political instability in Turkey, escalating diplomatic and political tensions with the United States or other countries, and/or other political circumstances could have a material adverse effect on MNG’s business, financial condition or results of operations or on the market price of MNG’s ordinary shares.

 

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Risks Related to Operating as a Public Company

MNG’s senior management team has limited experience managing a public company, and regulatory compliance obligations may divert their attention from the day-to-day management of MNG’s businesses.

The individuals who now constitute MNG’s senior management team have limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. MNG’s senior management team may not successfully or efficiently manage MNG’s transition to being a public company subject to significant regulatory oversight and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from MNG’s senior management and could divert their attention away from the day-to-day management of MNG’s businesses, which could adversely affect MNG’s businesses. It is possible that MNG will be required to expand MNG’s employee base and hire additional employees to support MNG’s operations as a public company, which will increase MNG’s operating costs in future periods.

As a public reporting company, MNG will be subject to rules and regulations established from time to time by the SEC and Public Company Accounting Oversight Board regarding MNG’s internal control over financial reporting. If MNG fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report MNG’s financial results or report them in a timely manner.

Upon completion of the Business Combination, MNG will become a public reporting company subject to the rules and regulations established from time to time by the SEC and the Public Company Accounting Oversight Board. These rules and regulations will require, among other things that we establish and periodically evaluate procedures with respect to MNG’s internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on MNG’s financial and management systems, processes, and controls, as well as on MNG’s personnel.

In addition, as a public company we will be required to document and test MNG’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) so that MNG’s management can certify as to the effectiveness of MNG’s internal control over financial reporting by the time MNG’s second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to MNG’s internal control over financial reporting. MNG is continuing to develop and refine MNG’s disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to MNG’s principal executive and financial officers. MNG is also continuing to improve MNG’s internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls.

MNG expects to incur costs related to implementing an internal audit and compliance function in the upcoming years to further improve MNG’s internal control environment. If we identify future deficiencies in MNG’s internal control over financial reporting or if MNG is unable to comply with the demands that will be placed upon MNG as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, MNG may be unable to accurately report MNG’s financial results, or report them within the timeframes required by the SEC. MNG also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if MNG is unable to assert that MNG’s internal control over financial reporting is effective, or if MNG’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of MNG’s internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of MNG’s financial reports, MNG may face restricted access to the capital markets and MNG’s share price may be adversely affected.

 

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MNG’s current controls and any new controls that MNG develops may also become inadequate because of changes in MNG’s business, and weaknesses in MNG’s disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could cause us to fail to meet MNG’s reporting obligations, result in a restatement of MNG’s financial statements for prior periods, undermine investor confidence in MNG, and adversely affect the trading price of MNG’s common stock. In addition, if MNG is unable to continue to meet these requirements, MNG may not be able to remain listed on the NYSE.

MNG will incur significant costs as a result of operating as a public company.

MNG currently operates on a private basis. After the closing of the Business Combination, MNG will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the NYSE and other applicable securities laws and regulations. The expenses incurred by public companies generally for reporting and corporate governance purposes are greater than those for private companies. For example, the Exchange Act requires, among other things, that MNG files annual, quarterly, and current reports with respect to MNG’s business, financial condition, and results of operations. Compliance with these rules and regulations will increase MNG’s legal and financial compliance costs, and increase demand on MNG’s systems, particularly after MNG is no longer an emerging growth company. In addition, as a public company, MNG may be subject to stockholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate MNG’s business in ways MNG cannot currently anticipate. As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, MNG’s business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors. MNG expects these rules and regulations to increase MNG’s legal and financial compliance costs and to make some activities more difficult, time-consuming, and costly, although MNG is currently unable to estimate these costs with any degree of certainty.

MNG also expects that being a public company and being subject to new rules and regulations will make it more expensive for MNG to obtain directors and officers liability insurance, and MNG may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult for MNG to attract and retain qualified persons to serve on MNG’s board of directors, MNG’s board committees or as MNG’s executive officers. Furthermore, if MNG is unable to satisfy MNG’s obligations as a public company, MNG could be subject to delisting of MNG’s common stock, fines, sanctions, and other regulatory action and potentially civil litigation. These factors may therefore strain MNG’s resources, divert management’s efforts.

MNG has identified material weaknesses in its internal control over its financial statements for the years ended December 31, 2022 and 2021. If MNG is unable to develop and maintain an effective system of internal control over financial reporting, MNG may not be able to accurately report MNG’s financial results in a timely manner, which may adversely affect investor confidence in MNG and materially and adversely affect MNG’s business and operating results.

In connection with the audits of MNG’s financial statements for the years ended December 31, 2022 and 2021, MNG identified certain control deficiencies in the design and operation of internal control over financial reporting that constituted material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis. The material weaknesses specifically resulted from (i) inadequate risk assessment over certain processes (ii) lack of controls over general IT controls for information systems that are relevant to the preparation of the financial statements, (iii) insufficient design and implementation of processes and controls; lack of written, appropriately defined policies and procedures over business processes and internal controls; including segregation of duties; and lack of documentation of judgments made by management.

 

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Effective internal controls are necessary for MNG to provide reliable financial reports and prevent fraud. MNG continues to evaluate steps to remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

In such case, MNG may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting and MNG’s share price may decline as a result. MNG cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

Risks Related to Golden Falcon and the Business Combination

 

   

Sponsor, and Golden Falcon’s officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

 

   

When considering the recommendation of the Golden Falcon Board that the stockholders vote in favor of the approval of the Business Combination Proposal, Golden Falcon Stockholders should be aware that certain of Sponsor, officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Golden Falcon Stockholders. These interests include:

 

   

the beneficial ownership of the Sponsor, which is controlled by Makram Azar, Golden Falcon’s chief executive officer and director, and Scott Freidheim, chairman of the Golden Falcon Board, of an aggregate of 17,345,000 shares of Golden Falcon Common Stock, consisting of;

 

   

8,625,000 Founder Shares purchased by the Sponsor for an aggregate price of approximately $25,000 (of which an aggregate of 180,000 shares were transferred to Golden Falcon’s independent directors), which shares will be converted into shares of Class A Common Stock immediately prior to the Closing; and

 

   

8,900,000 shares of Class A Common Stock underlying Private Placement Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $8.9 million.

 

   

All of the above Founder Shares and Warrants would become worthless if Golden Falcon does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption and liquidation with respect to these shares. Such shares and warrants have an aggregate market value of approximately $87,198,750 and $2,047,000, respectively, based on the closing price of Class A Common Stock of $10.11 and the closing price of Warrants of $0.23 on the NYSE on April 6, 2023;

 

   

the fact that the Sponsor has made available to Golden Falcon a loan of up to $1,000,000 pursuant to the Sponsor Convertible Promissory Note, of which $1,048,495 was advanced by the Sponsor to Golden Falcon as of the date of this proxy statement/prospectus, and that the note will mature on the date on which Golden Falcon consummates its initial business combination (and as such, such loan is expected to be repaid in connection with the Closing). At the option of Golden Falcon, the Sponsor Convertible Promissory Note may be converted into MNG Warrants at a price of $1.00 per warrant. If the Business Combination is not completed and Golden Falcon winds up, there may not be sufficient assets to repay the Sponsor Convertible Promissory Note and it will be worthless;

 

   

the beneficial ownership of Golden Falcon’s independent directors, Xavier Rolet, KBE, Dominique D’Hinnin, I. Martin Pompadur, Isabelle Amiel Azoulai and Mikael Breuer-Weil, who each hold 36,000 Founder Shares with a market value of approximately $363,960 based on the closing price of Class A Common Stock of $10.11 on the NYSE on April 6, 2023. The Founder Shares would become worthless if Golden Falcon does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

 

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the fact that given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Units sold in the Golden Falcon IPO and the substantial number of shares of Class A Common Stock that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the MNG ADSs trade below the price initially paid for the Units in the Golden Falcon IPO and the Golden Falcon Stockholders experience a negative rate of return following the completion of the Business Combination;

 

   

the agreement by the Sponsor and Golden Falcon’s directors to vote any shares of Golden Falcon Common Stock held by them in favor of the Business Combination Proposal;

 

   

the fact that if the Trust Account is liquidated, including in the event Golden Falcon is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Golden Falcon to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Golden Falcon has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Golden Falcon, but only if such a vendor or target business has not executed a waiver (other than Golden Falcon’s independent public accountants) of any and all rights to amounts held in the Trust Account;

 

   

the fact that Golden Falcon’s officers, directors, Initial Stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. Although these individuals have negotiated the repayment of any such expenses upon completion of an initial business combination, as of the record date no such expenses or any other fees have been incurred by them. However, if Golden Falcon fails to consummate a business combination, they will not have any claim against the Trust Account for reimbursement. Accordingly, Golden Falcon will most likely not be able to reimburse these expenses if the Business Combination is not completed. Although as of the record date, Golden Falcon’s officers, directors, Initial Stockholders and their affiliates had not incurred any unpaid reimbursable expenses, they may incur such expenses in the future. There are no fees contingent upon a business combination payable to the Sponsor or its affiliates upon consummation of the Business Combination;

 

   

The Existing Charter provides that the doctrine of corporate opportunity will not apply with respect to Golden Falcon or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Golden Falcon does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Golden Falcon’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Golden Falcon as well as the other entities with which they are affiliated. Golden Falcon’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Golden Falcon’s management has a pre-existing fiduciary obligation will be presented the opportunity before Golden Falcon is presented with it. Golden Falcon does not believe, however, that the fiduciary duties or contractual obligations of Golden Falcon’s officers or directors or waiver of corporate opportunity materially affected Golden Falcon’s search for a Business Combination. Golden Falcon is not aware of any such corporate opportunity not being offered to Golden Falcon and does not believe the renouncement of Golden Falcon’s interest in any such corporate opportunities impacted Golden Falcon’s search for an acquisition target;

 

   

the anticipated continuation of Scott Freidheim, Chairman of the Golden Falcon Board and Makram Azar, Golden Falcon’s Chief Executive Officer and director, as independent directors of MNG following the Closing; and

 

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the continued indemnification of current directors and officers of Golden Falcon and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may have influenced Golden Falcon’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Golden Falcon Stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Golden Falcon Stockholders currently have the right to vote in the election of the Golden Falcon Board and on certain other matters affecting Golden Falcon. It is anticipated that, immediately following the Business Combination and related transactions, (1) the Golden Falcon Stockholders will own approximately 6.6% of the outstanding MNG ADSs (and the MNG Ordinary Shares represented thereby), (2) MNG Shareholders will own approximately 91.8% of the outstanding MNG ADSs (and the MNG Ordinary Shares represented thereby), and (3) the holders of Founder Shares will collectively own approximately 1.6% of the MNG ADSs (and the MNG Ordinary Shares represented thereby). These percentages assume that no Public Stockholders exercise their redemption rights in connection with the Business Combination. To the extent that any shares are issued in connection with any Potential Financing arrangements of Golden Falcon, Golden Falcon Stockholders’ percentage ownership of MNG ADSs (and the MNG Ordinary Shares represented thereby) will be further diluted. Because of this, Golden Falcon Stockholders, as a group, will have less influence on our Board and the management and policies than they now have on the Golden Falcon Board and the management and policies of Golden Falcon.

Securities of special purpose acquisition companies that have engaged in a business combination transaction, such as the Business Combination, may experience a material decline in price relative to the share price of the special purpose acquisition company prior to such business combination transaction.

As with most initial public offerings of special purpose acquisition companies in recent years, Golden Falcon issued Public Shares for $10.00 per share upon the closing of the Golden Falcon IPO. As with other special purpose acquisition companies, the $10.00 per share price reflected each Public Share having a right to redeem such share for a pro rata portion of the proceeds held in the Trust Account, which is expected to equal approximately $[●] per share prior to the Closing. Following the Closing, the MNG ADSs (and the MNG Ordinary Shares represented thereby) will no longer have any such redemption right and will be solely dependent upon our fundamental value, which, like the securities of other companies formed through business combination transactions with special purpose acquisition companies in recent years, may be significantly less than $10.00 per share.

Because we have no current plans to pay cash dividends on our Golden Falcon Common Stock, you may not receive any return on investment unless you sell your Class A Common Stock for a price greater than that which you paid for it.

Golden Falcon has not paid any cash dividends on the Class A Common Stock to date and does not intend to pay cash dividends prior to the completion of its initial business combination. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of, prior to the Closing, the Golden Falcon Board and, following the Closing, the Board of Directors, and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the respective board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in Class A Common Stock unless you sell Class A Common Stock for a price greater than that which you paid for it. See the section entitled “Market Price and Dividend Information.”

 

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Golden Falcon Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Golden Falcon Stockholders may be forced to sell their securities, potentially at a loss.

Golden Falcon Stockholders will be entitled to receive funds from the Trust Account only (i) in the event of a redemption to Golden Falcon Stockholders prior to any winding up in the event Golden Falcon does not consummate its initial business combination or its liquidation, (ii) if they redeem their shares in connection with an initial business combination that Golden Falcon consummates or, (iii) if they redeem their shares in connection with a stockholder vote to amend the Existing Charter (A) to modify the substance or timing of Golden Falcon’s obligation to redeem 100% of the Public Shares if Golden Falcon does not complete its initial business combination by June 22, 2023 (or such earlier date as determined by its Board) or (B) with respect to any other provision relating to Golden Falcon’s pre-business combination activity and related stockholders’ rights. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the Trust Account. In addition, holders of Warrants will not have any right to the proceeds held in the Trust Account with respect to their Warrants. Accordingly, to liquidate their investment, the Golden Falcon Stockholders may be forced to sell their securities, potentially at a loss.

If we consummate the Business Combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless and the terms of the Public Warrants may be amended.

The exercise price for the Public Warrants is $11.50 per share of Class A Common Stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless. In addition, the terms of the Public Warrants may be amended under certain circumstances. See the risk factor titled “We may amend the terms of the Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding Public Warrants.”

There is no guarantee that a Public Stockholder’s decision to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a Public Stockholder may be able to sell its Class A Common Stock in the future following the completion of the Business Combination or following any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the price of MNG ADSs (and the MNG Ordinary Shares represented thereby), and may result in a lower value realized now than a Public Stockholder might realize in the future had the stockholder not redeemed its shares. Similarly, if a Public Stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the MNG ADSs after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its MNG ADSs (or the MNG Ordinary Shares represented thereby) in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Stockholder should consult its own financial advisor for assistance on how this may affect his, her or its individual situation.

The nominal purchase price paid by the Sponsor and independent directors for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Business Combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsor and independent directors paid to purchase such shares, even if the Business Combination causes the trading price of the MNG ADSs to materially decline.

The Sponsor and independent directors invested an aggregate of $8,925,000 in Golden Falcon, comprised of the $25,000 purchase price for the Founder Shares and the $8,900,000 purchase price paid by the Sponsor for the private placement warrants. The amount of Available Cash required to close the Business Combination is at least $30,000,000, implying a value of approximately $10.00 per Public Share, assuming 3,000,000 Public Shares remain in the Trust Account following redemptions in connection with the Business Combination.

The following table shows the Public Stockholders’ and the Sponsor’s and independent directors’ investment per share and how these compare to the implied value of one MNG ADS (and the MNG Ordinary

 

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Share represented thereby) upon the completion of the Business Combination. The following table assumes that (i) MNG’s valuation is $30,000,000 (which is the amount of Available Cash required to close the Business Combination), (ii) no additional interest is earned on the funds held in the Trust Account, (iii) a maximum of 1,208,579 Public Shares are redeemed in connection with the Business Combination and (iv) all Founder Shares are converted into MNG ADSs and held by the Sponsor and the independent directors upon completion of the Business Combination in line with the Sponsor Support Agreement, which included a cap of Founder Shares equal to 0.9583% of the Company Value and tied post-close vesting to any special dividends paid or otherwise distributed to any Company Related Person that are funded through any capital raise or other financing by the Company or any of its affiliates during the two years following the Closing, and does not take into account other potential impacts on Golden Falcon’s valuation at the time of the Business Combination such as (a) the value of the Warrants, (b) the trading price of Class A Common Stock, (c) the Business Combination transaction costs (including payment of the Deferred Underwriting Fee), (d) any equity issued to MNG’s equityholders, (e) any equity issued as a result of Potential Financing arrangements or to other third party investors, (g) the transfer of 115,000 Transfer Shares (as defined herein) to certain stockholders following the Closing, within 10 days after the expiration of the earliest lockup applicable to the Founder Shares, (h) the vesting conditions to which a portion of the MNG ADSs received by the Sponsor Persons in the Merger will be subject, or (i) MNG’s business itself.

 

Shares held by Public Stockholders

     3,000,000 shares  

Shares held by the Sponsor and independent directors

     754,000 shares  
  

 

 

 

Total shares of Golden Falcon Common Stock

     3,754,000 shares  

Total funds in the Trust Account (1)

   $ 30,000,000  

Public Stockholders’ investment per Public Share(2)

   $ 10.00  

Sponsor’s and independent directors’ investment per Founder Share(3)

   $ 0.003  

Implied value per share of MNG ADS (and MNG Ordinary Share represented thereby) immediately following the Closing

   $ 7.99  

 

(1)

Amount of Available Cash required to close the Business Combination.

(2)

While the Public Stockholders’ investment in Units represents an investment in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

(3)

Calculated based on the Sponsor’s and independent directors’ $25,000 investment in Founder Shares. This does not include the Sponsor’s $8,900,000 investment in the Private Placement Warrants.

Based on these assumptions, each MNG ADS (and the MNG Ordinary Share represented thereby) would have an implied value of $7.99 per share upon completion of the Business Combination, representing an approximately 20.1% decrease from the initial implied value of $10.00 per Public Share. While the implied value of $7.99 per share upon completion of the Business Combination would represent a dilution to the Public Stockholders, this would represent an increase in value for the Sponsor relative to the price it paid for each Founder Share. At $7.99 per share, the 754,000 MNG ADSs of the post-combination company (not taking into account the potential impact of the Transfer Shares and the vesting conditions to which a portion of the MNG ADSs received by the Sponsor Persons in the Merger will be subject) that the Sponsor and the Initial Stockholders holding Founder Shares would own upon completion of our initial business combination would have an aggregate implied value of $6,024,460. As a result, even if the trading price of MNG ADSs significantly declines, the value of the Founder Shares held by the Sponsor and independent directors will be significantly greater than the amount they paid to purchase such shares. As a result, the Sponsor and independent directors are likely to earn a substantial profit on their investment in us upon disposition of the MNG ADSs of the post-combination company even if the trading price of the MNG ADSs of the post-combination company declines after we complete our initial business combination. The Sponsor and independent directors holding Founder Shares may therefore be economically incentivized to complete an initial

 

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business combination even if its terms are not in the best interests of Public Stockholders, rather than liquidating Golden Falcon. This dilution would increase to the extent that Public Stockholders seek redemptions from the Trust Account for their Public Shares.

Warrants will become exercisable for MNG Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

If the Business Combination is completed, 17,250,000 Public Warrants and 8,900,000 Private Placement Warrants, if no longer held by the sponsor but by its permitted transferees, will become exercisable for shares of MNG Ordinary Shares in accordance with the terms of the Warrant Agreement. These Warrants will become exercisable 30 days after the Closing, with an exercise price of $11.50 per share of MNG Ordinary Share. To the extent such warrants are exercised, additional MNG Ordinary Shares will be issued, which will result in dilution to our then existing security holders and increase the number of MNG ADSs eligible for resale in the public market. Sales of substantial numbers of such MNG ADSs in the public market or the fact that such warrants may be exercised could adversely affect the market price of MNG ADSs. However, there is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

The Sponsor, and Golden Falcon’s officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the founders, officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the Public Stockholders in connection with an initial business combination, the Sponsor, and Golden Falcon’s officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of an agreement entered into with Golden Falcon, to vote any Founder Shares or shares of Class A Common Stock held by them in favor of the Business Combination. We expect that the Sponsor, officers and directors (and their permitted transferees) will own at least approximately 67.2% of the issued and outstanding shares of Golden Falcon Common Stock at the time of any such stockholder vote. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by the Public Stockholders.

The Sponsor, or Golden Falcon’s directors, officers, strategic advisors or their affiliates may elect to purchase shares from Public Stockholders, which may limit the number of redemptions in the Business Combination and reduce the public “float” of the Class A Common Stock.

The Sponsor, or Golden Falcon’s directors, officers, strategic advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Golden Falcon’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, or Golden Falcon’s directors, officers, strategic advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to limit the number of Public Shares electing to redeem, thereby increasing the amount of cash available to Golden Falcon for use in the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of Class A Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of Golden Falcon’s securities on a national securities exchange. Any Public Shares purchased by the Sponsor or Golden Falcon’s directors, officers, strategic advisors or their affiliates would be purchased at a price no higher than the per share pro rata portion of the Trust Account. Any Public Shares so

 

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purchased would not be voted in favor of the Business Combination Proposal at the Special Meeting and would not be redeemable by the Sponsor or Golden Falcon’s directors, officers, advisors or their affiliates.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Golden Falcon will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of shares or warrants purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Business Combination Proposal will be approved, the identity (if not purchased in the open market) or nature of the security holders who sold to the Sponsor or Golden Falcon’s directors, officers, advisors or their affiliates, and the number of Public Shares then redeemed.

The historical financial results of MNG and unaudited pro forma financial information included herein may not be indicative of what MNG’s actual financial position or results of operations would have been.

Our historical financial results included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a public company during the periods presented or those we will achieve in the future. Our financial condition and future results of operations could be materially different from amounts reflected in our historical financial statements included elsewhere in this proxy statement/prospectus, and it may be difficult for investors to compare our future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information included herein is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Golden Falcon being treated as the “acquired” company for financial reporting purposes in the Business Combination, our total debt obligations and the cash and cash equivalents on the date the Business Combination closes and the number of Public Shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, and our actual financial condition and results of operations may vary materially from such pro forma financial information, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Golden Falcon may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

Pursuant to the Existing Charter, unless extended by stockholder vote, Golden Falcon has until June 22, 2023 (or such earlier date as determined by the Golden Falcon Board) to complete an initial business combination. Golden Falcon may not be able to consummate an initial business combination within such time period. However, Golden Falcon’s ability to complete its initial business combination may be negatively impacted by general market conditions, pandemics and other public health crises, volatility in the capital and debt markets and the other risks described herein.

If Golden Falcon has not completed its initial business combination within such time period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as

 

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promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The consummation of the Business Combination is subject to a number of conditions and if these conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be consummated.

The Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include, but are not limited to: approval by the required stockholders of Golden Falcon and MNG of the Business Combination Agreement and the Business Combination, effectiveness of the registration statement of which this proxy statement/prospectus is a part, Golden Falcon having at least $5,000,001 of net tangible assets immediately after giving effect to the redemptions of Public Stockholders upon the Closing, the Available Cash being at least $30,000,000, the accuracy of the Fundamental Representations by both parties (without giving any effect to Material Adverse Effect qualifiers set forth in the Business Combination Agreement), obtaining the required regulatory approvals, and the performance by both parties of their covenants and agreements. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the closing of the Business Combination may be significantly delayed or not occur at all. In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, or Golden Falcon or MNG may elect to terminate the Business Combination Agreement in certain other circumstances. See “The Business Combination Agreement —Termination”.

Golden Falcon or we may waive one or more of the conditions to the Business Combination.

Golden Falcon and we may agree to waive, in whole or in part, some of the conditions to the obligations to complete the Business Combination, to the extent permitted by the governing documents of Golden Falcon and us. For example, it is a condition to close the Business Combination that certain of our representations and warranties are true and correct in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect. However, if Golden Falcon Board determines that it is in Golden Falcon Stockholders’ best interest to waive any such breach, then Golden Falcon Board may elect to waive that condition and consummate the Business Combination. The existence of financial and personal interests of one or more of the Golden Falcon directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for Golden Falcon and its stockholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. Further, it is a condition to our obligation to close the Business Combination that the Available Cash must not be less than $30,000,000. If the Available Cash does not exceed $30,000,000 and we elect to waive this condition and consummate the Business Combination, we may have less capital to execute its business plan and growth prospects, which could have a material adverse effect on our financial condition following the consummation of the Business Combination.

Notwithstanding the foregoing, certain Closing conditions may not be waived due to the parties’ charter or organizational documents, applicable law, or otherwise. The following Closing conditions may not be waived: receipt of the requisite stockholder approvals, Golden Falcon maintaining at least $5,000,001 of net tangible assets after giving effect to redemptions of Public Shares, the effectiveness of the registration statement on Form F-4 of which this proxy statement/prospectus forms a part, and the absence of any law or order that would prohibit the consummation of the Business Combination. See the section “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing” for further information.

 

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Golden Falcon may not be able to obtain any Potential Financing which may adversely impact its ability to complete the Business Combination.

During the period from the signing of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement and the Closing, Golden Falcon may enter into Potential Financings with potential investors in order to satisfy certain Closing conditions, including the Available Cash condition of $30 million. As of the date of this proxy statement/prospectus, no Potential Financings have been entered into. There is no assurance that Golden Falcon will be able to enter into any Potential Financing. If the amount in the Trust Account, after giving effect to redemptions of Public Shares, plus amounts raised from any Potential Financings, if any, are not sufficient to meet the Available Cash condition, unless this condition is waived, Golden Falcon will not be able to consummate the Business Combination.

Golden Falcon Board did not obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Golden Falcon Stockholders.

In analyzing the Business Combination, Golden Falcon’s management conducted significant due diligence on us. For a complete discussion of the factors utilized by the Golden Falcon Board in approving the Business Combination, see the section entitled “The Business Combination Proposal—Golden Falcon Board’s Reasons for Approval of the Business Combination.” The Golden Falcon Board believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that our fair market value was at least 80% of our net assets (excluding any taxes payable on interest earned).

Notwithstanding the foregoing, the Golden Falcon Board did not obtain a third-party valuation or fairness opinion to assist it in its determination. Accordingly, investors will be relying solely on the judgment of Golden Falcon Board in valuing us, and the Golden Falcon Board may be incorrect in its assessment of the Business Combination. The Golden Falcon Board determination was partially based on quantitative factors such as historical financial results of our business, comparable company analysis based on selected publicly-traded companies and the projected financial information, as discussed under the heading “Proposal No. 1 – The Business Combination Proposal – The Business Combination – The Background of the Business Combination.” However, the Golden Falcon Board did not rely solely on quantitative factors. The Golden Falcon Board also made qualitative judgements based on information regarding (i) our business, prospects, financial condition, operations, management, competitive position, and strategic business goals and objectives, (ii) general economic, industry, regulatory, and financial market conditions, and (iii) opportunities and competitive factors within our industry. The lack of a third-party valuation or fairness opinion may also lead an increased number of Golden Falcon Stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

There are risks to Golden Falcon Stockholders who are not affiliates of the Sponsor of becoming stockholders of us through the Business Combination rather than acquiring our securities directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of Golden Falcon Common Stock in connection therewith, investors will not receive the benefit of any outside independent review of Golden Falcon’s and our respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, and the rules of the Financial Industry Regulatory Authority, Inc. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. The due diligence conducted by underwriters in an underwritten public offering is expected

 

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to provide additional assurance that the disclosure does not contain material misstatements or material omissions. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the trading day immediately following the Closing, there will be no traditional “roadshow” or book-building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-Closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-Closing trading of our securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of our securities or helping to stabilize, maintain or affect the public price of our securities following the Closing.

In addition, we will not engage in, has not requested and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with our securities that will be outstanding immediately following the Closing. In addition, since we will become public through a business combination, securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of its securities. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on our behalf. All of these differences from an underwritten public offering of our securities could result in a more volatile price for our securities.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if we became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

In addition, the Sponsor and certain of Golden Falcon’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of Golden Falcon Stockholders generally. Such interests may have influenced Golden Falcon’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “Golden Falcon’s Sponsor, officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus,” “The nominal purchase price paid by the Sponsor and independent directors for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Business Combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsor and independent directors paid to purchase such shares, even if the Business Combination causes the trading price of the MNG ADSs to materially decline” and “Certain of Golden Falcon’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by Golden Falcon and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

If a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of the Class A Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 15% of the Class A Common Stock.

The Existing Charter, provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of

 

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the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Golden Falcon IPO, which we refer to as the “excess shares,” without Golden Falcon’s prior written consent. However, the Existing Charter does not restrict Golden Falcon Stockholders’ ability to vote all of their shares (including excess shares) for or against Golden Falcon’s initial business combination. The inability of a stockholder to redeem the excess shares will reduce its influence over Golden Falcon’s ability to complete its initial business combination and such stockholder could suffer a material loss on its investment in Golden Falcon if it sells such excess shares in open market transactions. Additionally, a stockholder will not receive redemption distributions with respect to the excess shares if Golden Falcon completes its initial business combination. And as a result, such stockholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its stock in open market transactions, potentially at a loss.

Public Stockholders may be held liable for claims by third parties against Golden Falcon to the extent of distributions received by them upon redemption of their shares.

The Existing Charter provides that Golden Falcon will continue in existence only until June 22, 2023 (or such earlier date as determined by the Golden Falcon Board). As promptly as reasonably possible following the redemptions Golden Falcon is required to make to the Public Stockholders in such event, subject to the approval of Golden Falcon’s remaining stockholders and Board, Golden Falcon would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Golden Falcon cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Public Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Public Stockholders may extend beyond the third anniversary of the date of distribution. Accordingly, Golden Falcon cannot assure you that third parties will not seek to recover from the stockholders’ amounts owed to them by Golden Falcon.

If Golden Falcon is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Golden Falcon which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Public Stockholders. In addition, Golden Falcon Board may be viewed as having breached their fiduciary duties to Golden Falcon’s creditors and/or may have acted in bad faith, and thereby exposing itself and Golden Falcon to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. Golden Falcon cannot assure you that claims will not be brought against Golden Falcon for these reasons.

If third parties bring claims against Golden Falcon, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share, the offering price per Unit in the Golden Falcon IPO.

Golden Falcon’s placing of funds in the Trust Account may not protect those funds from third-party claims against Golden Falcon. Although Golden Falcon has sought to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which it does business execute agreements with Golden Falcon waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Golden Falcon’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Golden Falcon’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Golden Falcon than any alternative.

 

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Examples of possible instances where Golden Falcon may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Golden Falcon is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if Golden Falcon is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, Golden Falcon will be required to provide for payment of claims of creditors that were not waived that may be brought against Golden Falcon within the 10 years following redemption. Accordingly, the per share redemption amount received by the Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to Golden Falcon if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which Golden Falcon has entered into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share; or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Golden Falcon IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Golden Falcon’s directors may decide not to enforce indemnification obligations against the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account is less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Golden Falcon’s independent directors would determine whether to take legal action against the Sponsor to enforce such indemnification obligations. While we currently expect that Golden Falcon independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that Golden Falcon’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If Golden Falcon’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Public Stockholders may be reduced below $10.00 per Public Share.

Golden Falcon does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for Golden Falcon to consummate the Business Combination even if a substantial majority of Public Stockholders do not agree.

The Existing Charter does not provide a specified maximum redemption threshold. It is a condition to our obligation to close the Business Combination that the Available Cash, including the amount in the Trust Account,

 

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after giving effect to redemptions of Public Shares, must not be less than $30,000,000. As a result, Golden Falcon may be able to consummate the Business Combination even though a substantial majority of the Public Stockholders do not agree with the Business Combination and have redeemed their shares. If enough Public Stockholders exercise their redemption rights such that Golden Falcon cannot satisfy the requirement that it maintain at least $5,000,001 of net tangible assets after giving effect to redemptions of Public Shares, Golden Falcon would not proceed with the redemption of its Public Shares and the Business Combination, and instead may search for an alternate business combination.

Golden Falcon will require Public Stockholders who wish to redeem their shares of Class A Common Stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Golden Falcon will require the Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the Business Combination, or to deliver their shares to the transfer agent electronically using DTC’s DWAC System, at the holder’s option. Holders of Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Golden Falcon’s transfer agent directly and instruct them to do so. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Golden Falcon’s transfer agent will need to act to facilitate this request. It is Golden Falcon’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Golden Falcon does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. While Golden Falcon has been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under Golden Falcon’s bylaws, Golden Falcon is required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than Golden Falcon anticipates for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.

Additionally, despite Golden Falcon’s compliance with the proxy rules, stockholders may not become aware of the opportunity to redeem their shares.

There may be U.S. federal income tax consequences of the Business Combination that adversely affect holders of Class A Common Stock or Public Warrants.

It is intended that the Merger, the Pre-Closing Reorganization and the Stock Split collectively constitute an integrated transaction that qualifies as a tax-deferred exchange under Section 351(a) of the Code (the “Intended Tax Treatment”). However, there are significant factual and legal uncertainties as to whether the Merger, the Pre-Closing Reorganization and the Stock Split will so qualify and no opinion of counsel or ruling from the IRS regarding such qualification will be obtained. Under Section 351(a) of the Code, persons who transfer property to a corporation in exchange for stock must be in control of the corporation immediately after the exchange. Greenberg Traurig is unable to opine regarding the qualification of the Merger, the Pre-Closing Reorganization and the Stock Split for the Intended Tax Treatment because of certain legal and factual uncertainties as to whether the persons who receive MNG ADSs (and the MNG Ordinary Shares represented thereby) in the Business Combination will be in control of MNG immediately after the Business Combination for purposes of

 

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Section 351(a) of the Code. For example, there are legal uncertainties as to whether the MNG shareholders will be treated for purposes of Section 351(a) of the Code as transferring property to MNG as a result of the Pre-Closing Reorganization and the Stock Split. If the MNG shareholders are not so treated, one of the requirements for qualification under Section 351(a) of the Code would not be satisfied. Further, if more than 20% of the MNG ADSs (or the MNG Ordinary Shares represented thereby) are subject to an arrangement or agreement to be sold or disposed of at the time of their issuance in the Business Combination, one of the requirements for qualification under Section 351(a) of the Code may not be satisfied. There are legal uncertainties as to how this rule applies to public stockholders that receive stock in an exchange. In addition, there are factual uncertainties regarding who will receive MNG ADSs (and the MNG Ordinary Shares represented thereby) in the Merger because the level of redemptions will not be known until the closing of the Business Combination. If the Merger, the Pre-Closing Reorganization and the Stock Split do not qualify for the Intended Tax Treatment (and do not otherwise qualify for tax-deferred treatment under another section of the Code), the Merger would be a taxable transaction to U.S. holders (as defined below under “Material U.S. Federal Income Tax Considerations”) of Class A Common Stock. Further, the Merger generally should be a taxable transaction to U.S. holders of Public Warrants regardless of whether it qualifies for the Intended Tax Treatment.

In addition, Section 367(a) of the Code generally requires a U.S. holder of securities in a U.S. corporation to recognize gain (but not loss) when such securities are exchanged for stock or securities of a non-U.S. corporation in an exchange that would otherwise qualify for tax-deferred treatment unless certain conditions are met. Although it is currently expected that these conditions will be met (provided that a U.S. holder enters into a gain recognition agreement with the IRS, if required), U.S. holders are cautioned that the potential application of Section 367(a) of the Code to the Merger is complex and depends on factors that cannot be determined until the closing of the Merger and the interpretation of legal authorities and facts relating to the Business Combination. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) of the Code applies to cause U.S. holders to recognize gain as a result of the Merger or that a court will not agree with such a position of the IRS in the event of litigation.

The requirements for U.S. federal income tax deferral under the Intended Tax Treatment, including Section 351 and Section 367(a) of the Code, for U.S. holders are discussed in more detail under the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Holders—The Business Combination.” If you are a U.S. holder exchanging Class A Common Stock in the Merger or holding Public Warrants at the time of the consummation of the Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

The IRS may not agree that MNG should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, MNG, which is incorporated under the laws of Turkey, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If MNG were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to its non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations—Non-U.S. Holders”) could be subject to U.S. withholding tax.

As more fully described in the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Treatment of MNG,” MNG is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes. However, whether the requirements for such treatment have been satisfied must be finally determined at completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances or the applicable law. Further, the rules for determining

 

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ownership under Section 7874 are complex and the subject of ongoing legislative and regulatory review and change. Accordingly, there can be no assurance that the IRS would not assert that MNG should be treated as a U.S. corporation for U.S. federal income tax purposes or that such an assertion would not be sustained by a court in the event of litigation. Please see the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Treatment of MNG” for a more detailed discussion of the application of Section 7874 of the Code to the Business Combination. Investors are urged to consult their advisors regarding the potential application of Section 7874 of the Code to the Business Combination and to MNG.

If a U.S. person is treated as owning at least 10% of the stock of MNG, such person may be subject to adverse U.S. federal income tax consequences.

If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of the stock of MNG, such person may be treated as a “United States shareholder” with respect to each of MNG and its direct and indirect subsidiaries (the “MNG Group”) that is a “controlled foreign corporation,” or CFC, for U.S. federal income tax purposes. A non-U.S. corporation is considered a CFC if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned, or is considered as owned by applying certain constructive ownership rules, by United States shareholders on any day during the taxable year of such non-U.S. corporation. If the MNG Group includes one or more U.S. subsidiaries, certain of MNG’s non-U.S. subsidiaries could be treated as CFCs regardless of whether MNG is treated as a CFC. Immediately following the consummation of the Business Combination, the MNG Group will include a U.S. subsidiary.

If MNG or any of its non-U.S. subsidiaries is a CFC, 10% “United States shareholders” will be subject to adverse income inclusion and reporting requirements with respect to such CFC. No assurance can be provided that MNG will assist holders in determining whether it or any of its non-U.S. subsidiaries is treated as a CFC or whether any holder is treated as a United States shareholder with respect to any of such CFCs or furnish to any holder information that may be necessary to comply with reporting and tax payment obligations with respect to such CFCs.

If MNG is characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, U.S. holders may suffer adverse U.S. federal income tax consequences.

A PFIC is any foreign (i.e., non-U.S.) corporation with respect to which either: (i) 75% or more of the gross income for a taxable year constitutes passive income for purposes of the PFIC rules, or (ii) 50% or more of such foreign corporation’s assets in any taxable year (generally based on the quarterly average of the value of its assets during such year) is attributable to assets that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. If MNG is or becomes a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder (as defined below under “Material U.S. Federal Income Tax Considerations”) of the MNG ADSs (or the MNG Ordinary Shares represented thereby) or MNG Warrants, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. As of the date hereof, MNG has not made a determination as to its PFIC status for its current taxable year. Whether MNG is treated as a PFIC for U.S. federal income tax purposes for any taxable year is a factual determination that can only be made after the close of such taxable year and, thus, is subject to significant uncertainty and change. Accordingly, there can be no assurances with respect to MNG’s status as a PFIC for any taxable year. If MNG is a PFIC during a U.S. holder’s holding period for the MNG ADSs (or the Ordinary Shares represented thereby) or MNG Warrants, unless the U.S. holder makes certain elections, MNG will continue to be treated as a PFIC with respect to such U.S. holder, even if it ceases to be a PFIC in future taxable years. U.S. holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to their investment in MNG. For a more detailed description of the PFIC rules, see the section of this prospectus captioned “Material U.S. Federal Income Tax Considerations—U.S. Holders—Ownership of MNG Ordinary Shares and Warrants—Passive Foreign Investment Company Rules.”

 

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A new 1% U.S. federal excise tax could be imposed on Golden Falcon in connection with redemptions of Class A Common Stock.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into U.S. federal law. The IRA provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including certain redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). The excise tax will apply to stock repurchases occurring in 2023 and beyond. It is currently expected that Golden Falcon (whose securities are trading on NYSE) is a “covered corporation” for this purpose. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. The U.S. Department of the Treasury has authority to provide excise tax regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. On December 27, 2022, the U.S. Department of the Treasury issued a notice that provides interim operating rules for the excise tax, including rules governing the calculation and reporting of the excise tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the excise tax are published. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change.

The extent of the excise tax that may be incurred in connection with a redemption of Class A Common Stock would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with the Business Combination, (iii) the nature and amount of the equity issued, if any, by Golden Falcon in connection with the Business Combination, and (iv) the content of forthcoming regulations and other guidance from the U.S. Department of the Treasury. As noted above, the excise tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased, and only limited guidance on the mechanics of any required reporting and payment of the excise tax on which taxpayers may rely have been issued to date. The imposition of the excise tax could reduce the amount of cash available to Golden Falcon for effecting the redemptions of Class A Common Stock, and could reduce the cash on hand for Golden Falcon (and MNG immediately following the Business Combination) to fund operations and to make distributions to shareholders.

Golden Falcon has identified material weaknesses in its internal control over financial reporting as of December 31, 2021 which have not been remediated as of December 31, 2022.    If Golden Falcon is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Golden Falcon and materially and adversely affect its business and operating results.

Golden Falcon’s management concluded that it identified material weaknesses in its internal controls over financial reporting as of December 31, 2021, which have not been remediated as of December 31, 2022, related to its accounting for complex financial instruments, as previously disclosed in Golden Falcon’s 2021 and 2022 Form 10-K’s and subsequently filed quarterly reports. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for Golden Falcon to provide reliable financial reports and prevent fraud. Golden Falcon continues to evaluate steps to remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If Golden Falcon identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, Golden Falcon may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting and our

 

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stock price may decline as a result. Golden Falcon cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Golden Falcon may face litigation and other risks as a result of the material weaknesses in its internal control over financial reporting.

As a result of the material weaknesses in our internal control over financial reporting related to its accounting for complex financial instruments and other matters raised or that may in the future be raised by the SEC, Golden Falcon potentially face litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses and the preparation of its financial statements. As of the date of this proxy statement/prospectus, Golden Falcon has no knowledge of any such litigation or dispute. However, Golden Falcon can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on Golden Falcon’s business, results of operations and financial condition or our ability to complete a business combination. Golden Falcon’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.” Golden Falcon may not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of its financial statements for the year ended December 31, 2022. In connection with its assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements - Going Concern, Golden Falcon has until June 22, 2023, or such earlier date as determined by the Golden Falcon Board to consummate a business combination. It is uncertain that Golden Falcon will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of Golden Falcon. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about Golden Falcon’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should Golden Falcon be required to liquidate after June 22, 2023.

Golden Falcon may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger or other business combination agreements like the Business Combination Agreement. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Golden Falcon’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed or from being completed within the expected timeframe, which may adversely affect Golden Falcon’s or, if the Business Combination is completed but delayed, our business, financial position and results of operations. As of the date of this proxy statement/prospectus, no lawsuits have been filed in connection with the Business Combination, but we cannot predict whether any such lawsuits will be filed.

The Warrants and the Sponsor Convertible Promissory Note are accounted for as liabilities and the changes in value of the Warrants and the Sponsor Convertible Promissory Note could have a material effect on Golden Falcon’s financial results.

On April 12, 2021, staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”), wherein the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business

 

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combination, which terms are similar to those contained in the Warrant Agreement governing our Warrants. As a result of the SEC Staff Statement, Golden Falcon reevaluated the accounting treatment of our warrants, and pursuant to the guidance in ASC 815, Derivatives and Hedging (“ASC 815”), determined the warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations. The financial statements included in Golden Falcon’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) were restated for this error in an amendment to the 2020 Form 10-K filed with the SEC on May 27, 2021.

As a result of the recurring fair value measurement, Golden Falcon’s financial statements may fluctuate quarterly, based on factors which are outside of its control. Due to the recurring fair value measurement, Golden Falcon expects that it will recognize non-cash gains or losses on the warrants and Sponsor Convertible Promissory Note each reporting period and that the amount of such gains or losses could be material.

Golden Falcon may not be able to complete an initial business combination with a U.S. target company or MNG if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited by the same.

The Sponsor is a Delaware limited liability company, but as the Sponsor has certain ties with non-U.S. persons, CFIUS may deem the Sponsor a “foreign person.” Further, Mr. Freidheim, our Chairman of the Board, is a manager, and, therefore, a controlling person, of the Sponsor and is a U.S. citizen. However, as the Sponsor has certain ties with non-U.S. persons, CFIUS may deem the Sponsor a “foreign person.” In addition, MNG is incorporated and headquartered in Turkey, and is therefore likely to be considered a “foreign person” for CFIUS purposes. As a result of the Business Combination, MNG will become the ultimate parent of Golden Falcon, a U.S. entity. As such, both the initial business combination with MNG and any subsequent business combinations with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings.

All of the U.S. entities involved in the Business Combination are special purpose vehicles and do not engage in any business activities that would trigger a mandatory CFIUS filing requirement, such as the design, fabrication, development, testing, production, or manufacture of any “critical technologies,” the collection or maintenance of “sensitive personal data,” or ownership or operation of any “critical infrastructure.” However, CFIUS may determine that the Business Combination is subject to CFIUS jurisdiction and investigate the transaction or request the parties submit a CFIUS filing. If a potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, Golden Falcon may determine that it is required to make a mandatory filing, or may choose to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and Golden Falcon has limited time to complete an initial business combination. If Golden Falcon cannot complete an initial business combination by June 22, 2023 (or such earlier date as determined by the Golden Falcon Board)

 

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because the review process drags on beyond such timeframe or because the initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, Golden Falcon may be required to liquidate. If Golden Falcon liquidates, its public stockholders may only receive an amount per share that will be determined by when it liquidates, and its Warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company, such as MNG, and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If Golden Falcon is deemed to be an investment company for purposes of the Investment Company Act, it would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, it may abandon our efforts to consummate an initial business combination and liquidate.

On March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made that we have been operating as an unregistered investment company. This risk may be increased if we continue to hold the funds in the Trust Account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.

If Golden Falcon is deemed to be an investment company under the Investment Company Act, its activities would be severely restricted. In addition, it would be subject to burdensome compliance requirements. Golden Falcon does not believe that its principal activities will subject it to regulation as an investment company under the Investment Company Act. However, if it is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, it would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless it is able to modify its activities so that it would not be deemed an investment company, Golden Falcon would expect to abandon our efforts to complete an initial business combination and instead to liquidate. If Golden Falcon is required to liquidate, the Golden Falcon Stockholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and its Warrants would expire worthless.

If Golden Falcon instructs the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash in order to seek to mitigate the risk that it could be deemed to be an investment company for purposes of the Investment Company Act, it would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the Public Stockholders would receive upon any redemption or liquidation of Golden Falcon.

The funds in the Trust Account have, since the Golden Falcon IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of Golden Falcon being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus

 

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subject to regulation under the Investment Company Act, it may, at any time, instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of an initial business combination or liquidation of Golden Falcon. Following such liquidation of the securities held in the Trust Account, Golden Falcon would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to Golden Falcon to pay its taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount the Public Stockholders would receive upon any redemption or liquidation of the Company. As a result of redemptions in connection with the Extension vote, a majority of the funds in the Trust Account were removed to pay redeeming stockholders. The remainder of the amount in the Trust Account was removed and deposited into the trustee’s holding cash operating account. As of December 31, 2022, the funds remained in the operating account and were subsequently reinvested in U.S. government treasury obligations on January 5, 2023.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that Golden Falcon may be considered an unregistered investment company, in which case it may be required to liquidate the Company. Accordingly, Golden Falcon may determine, in its discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount the Public Stockholders would receive upon any redemption or liquidation of Golden Falcon. As of the date of this proxy statement/prospectus, Golden Falcon is currently holding the funds in the Trust Account in U.S. government treasury obligations.

Risks Related to Ownership of MNG’s Securities Following the Business Combination

The market price of MNG’s securities may be volatile, and the value of MNG’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Class A Common Stock prior to the consummation of the Business Combination may decline. The market values of the Class A Common Stock at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which Golden Falcon Stockholders vote on the Business Combination. Because the number of securities to be issued pursuant to the Business Combination Agreement will not be adjusted to reflect any changes in the market price of the Class A Common Stock, the market value of securities issued in the Business Combination may be higher or lower than the values of these securities on earlier dates.

In addition, following the Business Combination, fluctuations in the price of MNG’s securities could contribute to the loss of all or part of your investment. Currently, there is no public market for the MNG ADSs. Accordingly, the valuation ascribed to us may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for MNG’s securities develops and continues, the trading price of MNG’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond MNG’s control. Any of the factors listed below could have a material adverse effect on your investment in MNG’s securities and MNG’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of MNG’s securities may not recover and may experience a further decline.

Factors affecting the trading price of MNG’s securities may include:

 

   

actual or anticipated fluctuations in MNG’s financial results or the financial results of companies perceived to be similar to it;

 

   

changes in the market’s expectations about MNG’s operating results;

 

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the success of competitors;

 

   

MNG’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

   

changes in financial estimates and recommendations by securities analysts concerning us or the industry in which MNG operates;

 

   

operating and share price performance of other companies that investors deem comparable to MNG;

 

   

MNG’s ability to market new and enhanced products and technologies on a timely basis;

 

   

changes in laws and regulations affecting MNG’s business;

 

   

MNG’s ability to meet compliance requirements;

 

   

commencement of, or involvement in, litigation involving MNG;

 

   

changes in MNG’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of MNG ADSs available for public sale;

 

   

any major change in the Board of Directors or management;

 

   

sales of substantial amounts of MNG ADSs by MNG’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

 

   

general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of MNG’s securities irrespective of MNG’s operating performance. The stock market in general, and the NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of MNG’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress the price of MNG ADSs regardless of MNG’s business, prospects, financial conditions or results of operations. A decline in the market price of MNG’s also could adversely affect MNG’s ability to issue additional securities and MNG’s ability to obtain additional financing in the future.

Finally, shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of MNG ADSs or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Shareholder activism or securities litigation could give rise to perceived uncertainties regarding the future of Golden Falcon’s business and it could subject it to substantial costs, divert resources and the attention of management from its business and adversely affect relationships with suppliers, hosts, guests and other parties.

There has been no prior public market for MNG’s securities. The stock price of MNG ADSs may be volatile or may decline regardless of its operating performance, and you may not be able to resell your securities at or above the price you acquired them.

Prior to the Business Combination there has been no public market for MNG’s securities. You may not be able to sell your securities quickly or at the market price if trading in MNG’s securities is not active. An active or liquid market in MNG’s securities may not develop upon the completion of the Business Combination, or if it does develop, it may not be sustainable. As a result of these and other factors, you may be unable to resell your securities of MNG’s securities at or above the Golden Falcon IPO price.

 

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Further, an inactive market may also impair MNG’s ability to raise capital by selling MNG’s securities and may impair MNG’s ability to enter into strategic collaborations or acquire companies or products by using MNG’s securities as consideration.

Future sales of securities after the consummation of the Business Combination may cause the market price of MNG ADSs to drop significantly, even if MNG’s business is doing well.

Sales of a substantial number of MNG ADSs in the public market, or the perception that such sales could occur, could adversely affect the market price of MNG’s securities and may make it more difficult for investors to sell their MNG ADSs at a time and price that investors deem appropriate. All outstanding shares of Golden Falcon Common Stock previously held by the Golden Falcon Stockholders at the completion of the Business Combination and a substantial number of MNG ADSs (and the MNG Ordinary Shares represented thereby) issued as Merger consideration in the Business Combination are freely tradable without restriction under the Securities Act, except for any MNG ADSs that may be held or acquired by MNG’s directors, officers and other affiliates, as that term is defined in the Securities Act, which are subject to restrictions under the Securities Act.

Golden Falcon is unable to predict the effect that these sales, particularly sales by its directors, officers and significant stockholders, may have on the prevailing market price of the MNG ADSs. If holders of these shares sell, or indicate an intent to sell, substantial amounts of the Golden Falcon’s securities in the public market, the trading price of its securities could decline significantly and make it difficult for MNG to raise funds through securities offerings in the future.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, or we may be subject to restructuring, impairment or other charges that could have a significant negative effect on MNG’s financial condition, results of operations and the price of MNG’s securities, which could cause you to lose some or all of your investment.

Although Golden Falcon has conducted due diligence on us, this diligence may not have surfaced all material issues or risks associated with us, MNG’s business or the industry in which we compete. Factors outside of MNG’s and outside of Golden Falcon’s control may, at any time, arise. As a result of these factors, MNG may be exposed to liabilities and incur additional costs and expenses and may be forced to later write-down or write-off assets, restructure MNG’s operations, or incur impairment or other charges that could result in MNG reporting losses. Even if Golden Falcon’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on MNG’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or MNG’s securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all. Additionally, Golden Falcon has no indemnification rights against MNG’s equity holders under the Business Combination Agreement and all of the purchase price consideration will be delivered to MNG’s equity holders at the Closing. Accordingly, any Golden Falcon Stockholders or warrant holders of Golden Falcon who choose to remain stockholders or warrant holders of MNG following the Business Combination could suffer a reduction in the value of their MNG ADSs and MNG Warrants if any of the events described above were to occur.

MNG cannot predict the impact that its dual-class structure may have on the stock price of its ordinary shares. MNG cannot predict whether MNG’s dual-class structure will result in a lower or more volatile market price of MNG Ordinary Shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened

 

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public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, MNG’s dual-class capital structure makes MNG ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in MNG’s securities. These policies are still new, and it remains unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from such indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of MNG’s dual-class structure, MNG is likely excluded from certain of these indices and MNG cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices likely precludes investment by many of these funds and could make MNG Ordinary Shares less attractive to other investors. As a result, the market price of MNG Ordinary Shares could be adversely affected. There can be no assurance that the Business Combination will achieve MNG’s objectives of providing MNG with sufficient capital, and if MNG requires additional capital to fund MNG’s operations or expected growth, there can be no assurance that MNG will be able to obtain such funds on attractive terms or at all, and you may experience dilution as a result.

MNG expects its capital expenditures to continue to be significant in the foreseeable future as MNG expands its business, and that MNG’s level of capital expenditures will be significantly affected by user demand for MNG’s services. MNG may need to seek equity or debt financing to finance a portion of MNG’s capital expenditures. Such financing might not be available to MNG in a timely manner or on terms that are acceptable, or at all.

MNG’s ability to obtain the necessary financing to carry out MNG’s business plan is subject to a number of factors, including general market conditions and investor acceptance of MNG’s business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If MNG is unable to raise sufficient funds, we will have to significantly reduce MNG’s spending, delay or cancel MNG’s planned activities or substantially change MNG’s corporate structure. MNG might not be able to obtain any funding, and MNG might not have sufficient resources to conduct MNG’s business as projected, both of which could mean that MNG would be forced to curtail or discontinue MNG’s operations.

In addition, MNG’s future capital needs and other business reasons could require MNG to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute MNG’s equityholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict MNG’s operations or MNG’s ability to pay dividends to MNG’s equityholders. If MNG cannot raise additional funds when it needs or wants them, MNG’s business, financial condition, and results of operations could be negatively impacted.

MNG’s audited financial position and results of operations may differ materially from the unaudited pro forma financial information presented to investors.

Golden Falcon has been recently incorporated and has no operating history and no revenues. While the unaudited pro forma financial information contained in this proxy statement/prospectus represents the best estimates of Golden Falcon’s and MNG’s management, it is presented for illustrative purposes only and may not be an accurate indication of Golden Falcon’s financial position or results of operations if the Business Combination is completed on the dates indicated. The unaudited pro forma financial information has been derived from the audited and unaudited historical financial statements of Golden Falcon and MNG, and certain adjustments and assumptions have been made regarding Golden Falcon after giving effect to the Business Combination. Differences between preliminary estimates in the unaudited pro forma financial information and the final acquisition accounting will occur and could have a material impact on the unaudited pro forma financial information and MNG’s financial position and future results of operations.

 

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In addition, the assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect MNG’s financial condition or results of operations following the Closing. Any potential decline in Golden Falcon’s financial condition or results of operations may cause significant fluctuations in the price of the MNG ADSs.

MNG has broad discretion in the use of the proceeds from the Business Combination and may not use them effectively.

MNG’s management team has broad discretion with respect to the application of the net proceeds from the Business Combination. MNG’s management team may not successfully or efficiently manage the proceeds from the Business Combination because of insufficient experience in dealing with such proceeds, inadequate attention paid to their management, or other effects of the Business Combination. If we do not use the proceeds from the Business Combination effectively, MNG’s business, financial condition, and results of operations could be negatively impacted.

MNG may be subject to securities or class action litigation, which is expensive and could divert management attention.

Following the Business Combination, the price of MNG ADSs may be volatile and, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities litigation, including class action litigation. MNG may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on MNG’s business, financial condition, and results of operations. Any adverse determination in litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments and/or could also subject MNG to significant liabilities.

There can be no assurance that MNG ADSs and MNG Warrants will be approved for listing on the NYSE or that MNG will be able to comply with the continued listing standards of the NYSE.

In connection with the Closing, Golden Falcon intends to list MNG ADSs and MNG Warrants on the NYSE under the symbols “MNGA” and “MNGA WS,” respectively. MNG’s continued eligibility for listing may depend on the number of Public Shares that are redeemed. If, after the Business Combination, the NYSE delists MNG’s securities from trading on MNG’s exchange for failure to meet the listing standards, we and MNG’s equity holders could face significant material adverse consequences including:

 

   

a limited availability of market quotations for MNG’s securities;

 

   

reduced liquidity for MNG’s securities;

 

   

a determination that MNG ADSs are considered “penny stock” which will require brokers trading in MNG ADSs to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for MNG ADSs;

 

   

a limited amount of analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

MNG may redeem the unexpired MNG Public Warrants prior to MNG’s exercise at a time that is disadvantageous to the holders of such warrants, thereby making the MNG Public Warrants worthless.

MNG will have the ability to redeem outstanding MNG Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of MNG ADSs equals or exceeds $18.00 per ADS (subject to certain adjustments) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date MNG gives notice of redemption and provided that certain other conditions are met. If and when the MNG Public Warrants become redeemable by

 

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MNG, MNG may exercise its redemption right even if MNG is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, MNG may redeem the MNG Public Warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding MNG Public Warrants could force you to (i) exercise your MNG Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your MNG Public Warrants at the then-current market price when you might otherwise wish to hold your MNG Public Warrants or (iii) accept the nominal redemption price which, at the time the outstanding MNG Public Warrants are called for redemption, is likely to be substantially less than the market value of your MNG Public Warrants. Historical trading prices for the MNG ADS have not exceeded the $18.00 per ADS threshold for 20 trading days within a 30 trading-day period that would permit redemption of the MNG Warrants.

None of the MNG Private Placement Warrants held by the Sponsor will be redeemable by MNG so long as they are held by the Sponsor or its permitted transferees. Once the MNG Private Placement Warrants are transferred to persons other than a permitted transferee, such MNG Private Placement Warrants will be subject to redemption.

In the event that we elect to redeem all of the MNG Public Warrants as described above, MNG will fix a date for the redemption (the “Redemption Date”). Pursuant to the terms of the Warrant Agreement, as amended and restated, notice of redemption will be mailed by first class mail, postage prepaid, by MNG not less than 30 days prior to the Redemption Date to the registered holders of the MNG Public Warrants to be redeemed at their last addresses as they appear on the registration books. In addition, MNG expects that it will issue a press release containing the notice of redemption. Further, beneficial owners of the MNG Public Warrants will be notified of such redemption via the posting of the redemption notice to DTC.

MNG will not be contractually obligated to notify investors when the MNG Public Warrants become eligible for redemption and do not intend to so notify investors upon eligibility of the MNG Public Warrants for redemption, unless and until MNG elects to redeem such warrants pursuant to the terms of the Warrant Agreement, as amended and restated.

MNG may amend the terms of the Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding MNG Public Warrants.

The Warrants were issued in registered form under the Warrant Agreement between CST, as warrant agent, and Golden Falcon. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, MNG may amend the terms of the MNG Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment. Although MNG’s ability to amend the terms of the MNG Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the MNG Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of MNG Ordinary Shares issuable upon exercise of a MNG Warrant.

As a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers.

MNG is, and will be after the consummation of the Business Combination, considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for domestic

 

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issuers. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. MNG is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, MNG’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of MNG’s securities. Accordingly, after the Business Combination, if you continue to hold MNG’s securities, you may receive less or different information about us than you currently receive about Golden Falcon.

In addition, as a “foreign private issuer”, MNG is permitted to follow certain home country corporate governance practices in lieu of certain NYSE requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each NYSE requirement with which it does not comply followed by a description of its applicable home country practice. MNG currently intends to follow some, but not all of the corporate governance requirements of the NYSE for U.S. domestic issuers. With respect to the corporate governance requirements of the NYSE that it does follow, MNG cannot make any assurances that MNG will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available NYSE exemptions that would allow us to follow its home country practice. Unlike the requirements of the NYSE for U.S. domestic issuers, we are not required to, under the corporate governance practice and requirements in Turkey, have a board consisting of a majority of independent directors, nor are we required to have a compensation committee or a nomination or corporate governance committee consisting entirely of independent directors, obtain shareholders’ approval for issuance of securities in certain situations or have regularly scheduled executive sessions with only independent directors each year. Such Turkish home country practices may afford less protection to holders of MNG’s securities. For additional information regarding the home country practices we intend to follow in lieu of NYSE requirements, see the section entitled “Management of MNG Following the Business Combination — Corporate Governance”.

MNG would lose MNG’s status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of MNG’s outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of MNG’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of MNG’s assets are located in the United States; or (iii) MNG’s business is administered principally in the United States. If MNG loses its status as a foreign private issuer in the future, MNG will no longer be exempt from the rules described above and, among other things, will be required to file periodic and current reports and annual and quarterly financial statements as if MNG were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements and members of MNG’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

MNG will qualify as an “emerging growth company” within the meaning of the Securities Act, and if MNG takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make MNG’s securities less attractive to investors and may make it more difficult to compare MNG’s performance to the performance of other public companies.

MNG will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, MNG will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. MNG will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of MNG’s common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year,

 

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(ii) the last day of the fiscal year in which MNG has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which MNG has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Class A Common Stock in the Golden Falcon IPO. As a result, MNG’s security holders may not have access to certain information they may deem important.

In addition, the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as MNG is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Golden Falcon has elected not to opt out of such extended transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of MNG’s financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

If MNG fails to maintain an effective system of disclosure controls and internal control over financial reporting, MNG’s ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, MNG will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the NYSE. MNG expects that the requirements of these rules and regulations will continue to increase MNG’s legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on MNG’s personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that MNG maintains effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 of the Sarbanes-Oxley Act (“Section 404”) will require us to perform system and process evaluation and testing of MNG’s internal control over financial reporting to allow management to report on, and MNG’s independent registered public accounting firm to attest to, the effectiveness of MNG’s internal control over financial reporting. MNG will be required to provide an annual management report on the effectiveness of MNG’s internal control over financial reporting commencing with MNG’s second annual report on Form 20-F, which MNG expects to file in 2025 with respect to the fiscal year ending December 31, 2024. However, for so long as MNG remains an emerging growth company, MNG’s independent registered public accounting firm will not be required to attest to the effectiveness of MNG’s internal control over financial reporting pursuant to Section 404. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on MNG’s business, results of operations and financial condition.

Upon the consummation of the Business Combination, MNG will be a “controlled company” within the meaning of the NYSE listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Upon the consummation of the Business Combination, Mapa will hold approximately 66.1% of MNG’s voting power assuming no redemption of any outstanding share of Class A Common Stock and Mehmet Nazif Gunal, as the beneficial owner of Mapa, will own approximately 88.8% of MNG’s voting power. As a result, we will be a “controlled company” within the meaning of the NYSE listing rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and will be permitted to elect to not comply with certain corporate governance requirements, including the requirement that a majority of the board of directors consist of independent directors, the requirement that the nominating and corporate governance committee is composed entirely of independent directors, and the requirement that the compensation committee is composed entirely of independent directors. Currently, MNG does not plan to utilize the exemptions available for controlled companies, but will rely on the

 

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exemption available for foreign private issuers to follow MNG’s home country governance practices instead. If MNG ceases to be a foreign private issuer or if it cannot rely on the home country governance practice exemption for any reason, MNG may decide to invoke the exemptions available for a controlled company as long as it remains a controlled company. As a result, you will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

Mapa, being MNG’s controlling shareholder, will have substantial influence over us and Mapa’s interests may not be aligned with the interests of MNG’s other shareholders, and Mapa losing control of us may materially and adversely impact MNG and its securities.

Upon the Closing, Mapa will hold a significant percentage of MNG’s voting equity. As such, Mapa will have substantial influence over MNG’s business, including decisions regarding mergers, consolidations, the sale of all or substantially all of MNG’s assets, election of directors, declaration of dividends and other significant corporate actions. As the controlling shareholder, Mapa may take actions that are not in the best interests of MNG’s other shareholders.

MNG is organized under the laws of Turkey and MNG’s assets are not located in the United States. It may be difficult for you to obtain or enforce judgments or bring original actions against MNG or MNG’s Board in the United States.

MNG is organized under the laws of Turkey. In addition, MNG’s assets are located outside the United States. Furthermore, the members of MNG’s Board and officers reside outside the United States and MNG’s assets are located outside the United States. Investors may not be able to effect service of process within the United States upon us or these persons or enforce judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it also may be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and Turkey, courts in Turkey will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction in Turkey, subject to compliance with the enforcement procedures. The enforceability in Turkish courts of judgments rendered by U.S. courts will be subject, prior to any enforcement in Turkey, to the procedure and the conditions set forth primarily in the International Private and Civil Procedure Law, and the Turkish courts will not enforce any judgment obtained in a court established in a country other than Turkey if:

 

   

the defendant was not duly summoned or represented;

 

   

the defendant’s fundamental procedural rights were not observed and the defendant brings an objection before the Turkish court against the request for enforcement on either of these grounds;

 

   

the judgment in question was rendered with respect to a matter within the exclusive jurisdiction of the Turkish courts;

 

   

the judgment is incompatible with a judgment of a Turkish court between the same parties and relating to the same issues or, as the case may be, with an earlier foreign judgment on the same issue and enforceable in Turkey;

 

   

the judgment is not of a civil nature;

 

   

the judgment is clearly against public policy rules of Turkey;

 

   

the court rendering the judgment did not have jurisdiction to render such judgment;

 

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the judgment is not final and binding with no further recourse for appeal under the laws of the country where the judgment has been rendered; or

 

   

the judgment was rendered by a foreign court which treated itself as competent even though it had no actual relationship with the parties or the subject matter at hand and the defendant brings an objection before the Turkish court against the request for enforcement on this ground.

In addition, actions brought in a Turkish court against MNG, the members of MNG’s Board, MNG’s officers, or the experts named herein to enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions. In addition, even if a judgment against us, the members of MNG’s Board, its officers, or the experts named in this proxy statement/prospectus based on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or Turkish courts. Furthermore, any claim against MNG which is denominated in a foreign currency would, upon pronouncement of MNG’s bankruptcy, only be payable in Turkish Lira, thereby shifting the currency exchange risk to you. The relevant exchange rate for determining the Turkish Lira amount of any such claim would be the Central Bank’s exchange rate for the purchase of the relevant currency, which is effective on the date when the relevant court’s decision on the bankruptcy is rendered in accordance with Turkish law. Such exchange rate may be less favorable to you than the rate of exchange prevailing at the relevant time.

MNG’s directors and officers have entered into, or will enter into, indemnification agreements with MNG. Under such agreements, the directors and officers will be entitled to indemnification from MNG to the fullest extent permitted by Turkish law against liability and expenses reasonably incurred or paid by him or her in connection with any claim, action, suit, or proceeding in which he or she would be involved by virtue of his or her being or having been a director or officer and against amounts paid or incurred by him or her in the settlement thereof. The rights to and obligations of indemnification among or between us and any of MNG’s current or former directors and officers are generally governed by the laws of Turkey and subject to the jurisdiction of the Turkish courts, unless such rights or obligations do not relate to or arise out of such persons’ capacities listed above. Although there is doubt as to whether U.S. courts would enforce this indemnification provision in an action brought in the United States under U.S. federal or state securities laws, this provision could make it more difficult to obtain judgments outside Turkey or from non-Turkish jurisdictions that would apply Turkish law against MNG’s assets in Turkey.

The rights of MNG’s security holders may differ from the rights they would have as shareholders of a United States corporation, which could adversely impact trading in MNG ADSs and its ability to conduct equity financings.

MNG’s corporate affairs are governed by MNG’s articles of association and the laws of Turkey, including the Turkish Commercial Code. The rights of MNG’s security holders and the responsibilities of its directors and officers under Turkey law are different from those applicable to a corporation incorporated in the United States. For example, under Delaware law, the board of directors of a Delaware corporation bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and its shareholders. Turkish law imposes a duty on directors of a Turkish company to execute their duty with the care of a prudent manager, i.e. with the care that an ordinarily prudent manager would exercise under similar circumstances, and to act by protecting the interest of the corporation in good faith. Additionally, under Delaware law, a stockholder may bring a derivative action on behalf of a company to enforce a company’s rights. Under Turkish law, a shareholder may initiate an action to claim damages from the directors who are personally liable, against such directors and managers. In such action initiated by a shareholder, the compensation would be nevertheless awarded in favor of the corporation. Furthermore, in the event of bankruptcy, if the insolvency practitioner fails to enforce a right on behalf of a corporation; a shareholder or a creditor of corporation may initiate an action to enforce a right of a corporation to claim damages from the directors who are personally liable, against such directors and managers. See “Comparison of Stockholder Rights” for an additional explanation of the differences. Further, under Turkish

 

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law, there may be less publicly available information about us than is regularly published by or about U.S. issuers. In addition, Turkish laws governing the securities of Turkish companies may not be as extensive as those in effect in the United States, and Turkish laws and regulations in respect of corporate governance matters might not be as protective of minority shareholders as are state corporation laws in the United States. Therefore, MNG’s security holders may have more difficulty in protecting their interests in connection with actions taken by MNG’s directors, officers or principal shareholders than they would as shareholders of a corporation incorporated in the United States. As a result of these differences, MNG’s security holders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about us, MNG’s business, or MNG’s market, or if they change their recommendations regarding MNG’s securities adversely, the price and trading volume of MNG’s securities could decline.

The trading market for MNG’s securities will be influenced by the research and reports that industry or securities analysts may publish about us, MNG’s business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, the price of MNG ADSs and their trading volume would likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding the MNG ADSs adversely, or provide more favorable relative recommendations about MNG’s competitors, the price of the MNG ADSs would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause MNG’s share price or trading volume to decline.

If you purchase MNG ADSs in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of MNG ADSs is substantially higher than the net tangible book deficit per share. Therefore, if you purchase MNG ADSs in this offering, you will pay a price per ADS that substantially exceeds MNG’s pro forma net tangible book deficit per share after this offering. Based on the initial public offering price of $             per ADS, you will experience immediate dilution of $             per ADS, representing the difference between MNG’s pro forma net tangible book value per share after giving effect to this offering at the initial public offering price.

MNG ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the MNG ADSs representing MNG’s ordinary shares provides that, to the fullest extent permitted by law, MNG ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to MNG’s shares, the MNG ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If MNG or the depositary were to oppose a jury trial based on this waiver, the court would have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To MNG’s knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this would be the case with respect to the deposit agreement and the MNG ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the MNG ADSs.

 

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If you or any other holders or beneficial owners of MNG ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the MNG ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against MNG or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or the MNG ADSs serves as a waiver by any holder or beneficial owner of MNG ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined statement of financial position as of December 31, 2022 combines the historical statement of financial position of MNG and the historical statement of financial position of Golden Falcon on a pro forma basis as if the Business Combination and related transactions had been consummated on December 31, 2022. The unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2022 combine the historical statement of profit and loss of MNG and Golden Falcon on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with MNG’s and Golden Falcon’s audited financial statements and related notes, as applicable, and the sections titled “MNG Management’s Discussion and Analysis of Financial Condition And Results Of Operations” and “Golden Falcon’s Management’s Discussion and Analysis of Financial Condition And Results Of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On December 6, 2022, MNG, HoldCo, IntermediateCo, FinCo, Merger Sub and Golden Falcon entered into the Business Combination Agreement, which was amended by the Amendment to the Business Combination Agreement, dated as of February 14, 2023. As amended, the Business Combination Agreement provides for, among other things, the following transactions:

 

   

MNG undertakes the Stock Split;

 

   

pursuant to a share purchase agreement, IntermediateCo purchases a certain number of shares from Mapa for certain receivables of IntermediateCo (“IntermediateCo Receivables”) and deposits these shares with a depositary bank;

 

   

Merger Sub merges with and into Golden Falcon, with Golden Falcon continuing as the surviving company after the merger, as a result of which Golden Falcon becomes an indirect, wholly-owned subsidiary of MNG;

 

   

each share of Class B Common Stock is converted into one share of Class A Common Stock resulting in, (a) each issued and outstanding share of Class A Common Stock being converted into the right of the holder to receive one MNG ADS (and the MNG Ordinary Share represented thereby); and (b) each outstanding Warrant to purchase one share of Class A Common Stock will automatically become an

 

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MNG Warrant and all rights with respect to shares of Class A Common Stock underlying the Warrants will be automatically converted into rights to purchase MNG ADS (and the MNG Ordinary Shares represented thereby);

 

   

MNG amends its articles of association;

 

   

Golden Falcon provides a loan of $6,000,000 to FinCo, which is guaranteed by MNG. Immediately thereafter, FinCo distributes $6,000,000 to HoldCo and HoldCo subsequently distributes $6,000,000 to IntermediateCo;

 

   

Golden Falcon retains $1,000,000 and distributes the remaining cash in the Trust Account to IntermediateCo; and

 

   

IntermediateCo settles the IntermediateCo Receivable with Mapa using the cash received.

For more information about the Business Combination, please see the section entitled “The Business Combination Agreement. A copy of the Business Combination Agreement, as amended, is attached to this proxy statement/prospectus as Annex A.

Anticipated Accounting Treatment

The Business Combination will be accounted for in accordance with IFRS as a capital reorganization. Under this method of accounting, Golden Falcon will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of MNG transferring consideration at the closing of the Business Combination for the net assets of Golden Falcon as of the closing date. The net assets of Golden Falcon will be stated at historical cost, with no goodwill or other intangible assets recorded.

MNG has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

   

under both the Minimum Redemption Scenario and the Maximum Redemption Scenario, MNG shareholders hold greater than 50% of the voting shares and have the majority voting rights;

 

   

under both the Minimum Redemption Scenario and the Maximum Redemption Scenario, Mapa remains the majority shareholder and holds the majority in voting rights;

 

   

MNG’s existing shareholders will have the ability to control decisions regarding election and removal of directors and officers of the post-combination company’s initial board of directors;

 

   

MNG’s senior management comprises the senior management of the post-combination company;

 

   

the business of MNG will comprise the ongoing operations of the combined companies;

 

   

the post-combination company will assume MNG’s name; and

 

   

MNG is the larger entity, in terms of substantive operations and employee base.

The Business Combination, which is not within the scope of IFRS 3 Business Combinations (“IFRS 3”) since Golden Falcon does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2 Share-based Payment (“IFRS 2”). Any excess of consideration transferred over the fair value of Golden Falcon’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

 

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Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by Golden Falcon’s public stockholders of Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account:

 

   

Assuming Minimum Redemptions: This presentation assumes that no public stockholders exercise redemption rights with respect to their public stock for a pro rata share of cash in the Trust Account subsequent to the redemptions that occurred through December 31, 2022; and

 

   

Assuming Maximum Redemptions: This presentation assumes that 1,208,579 public Class A Common Stock (the maximum number of shares that can be redeemed to meet the Available Cash condition described below) are redeemed, subsequent to December 31, 2022, for their pro rata share of the cash in the Trust Account. This scenario gives effect to public stock redemptions for aggregate redemption payments of $12.6 million at a redemption price of approximately $10.40 per share based on the investments held in the Trust Account as of December 31, 2022. The Business Combination Agreement includes as a condition to closing the Business Combination that the Available Cash, as defined in the Business Combination Agreement, shall be at least $30,000,000. This presentation also takes into consideration the change in Sponsor shares as described in the Sponsor Shares section below.

The foregoing scenarios are for illustrative purposes only as the actual number of redemptions by Public Stockholders is unknowable prior to the deadline for the Public Stockholders to redeem their Public Shares. Accordingly, the actual financial position and results of operations may differ significantly from the pro forma amounts presented herein.

The following table summarizes the number of MNG ordinary shares outstanding immediately following the closing of the Business Combination under the two redemption scenarios:

 

     Assuming Minimum
Redemptions
     Assuming Maximum
Redemptions
 
     Ownership in
shares
     Equity and
voting %
     Ownership in
shares
     Equity and
voting %
 

Shareholders

           

MNG Shareholders

     58,990,353        91.82        60,175,775        94.13  

Golden Falcon public stockholders

     4,208,579        6.55        3,000,000        4.69  

Sponsor

    
1,045,183
1.63
 
 
        754,000        1.18  
  

 

 

    

 

 

    

 

 

    

 

 

 
     64,244,115      100.00        63,929,775      100.00  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Assuming no exercise of the Private Placement Warrants or Public Warrants

Sponsor Shares

Golden Falcon currently has 8,625,000 outstanding shares of Class B Common Stock prior to the Business Combination, which will convert into shares of Class A Common Stock on a one-for-one basis and, as a result of the Merger, convert into the right to receive one MNG ADS.

In addition, as further described in the accompanying proxy statement/prospectus, the Initial Stockholders entered into the Sponsor Support Agreement pursuant to which, among other things, they agreed to vote in favor of the Merger and the transactions contemplated by the Business Combination Agreement, subject their Founder Shares to transfer restrictions, and after the Closing exercise any Warrants held by them on a cash (and not a cashless) basis, and subject the MNG ADSs (and the MNG Ordinary Shares represented thereby) received in the Merger to a vesting schedule.

The number of Initially Vested ADSs is calculated as the number of MNG ADSs equal to the (i) total amount of Available Cash less $1,000,000 multiplied by (ii) Twenty-Six Percent (26%), with such product divided by $10.00. Additionally, the Sponsor will forfeit a number of Founder Shares equal to: ((The amount that

 

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Table of Contents

Golden Falcon’s transaction costs and unpaid Golden Falcon liabilities exceed $10,000,000 divided by two) divided by ten) minus the number of Founder Shares that MNG consents to being transferred by the Sponsor in connection with a Potential Financing.

Of the 8,625,000 outstanding shares of Class B Common Stock, the Initially Vested ADSs are 1,080,640 and 754,000 in the minimum and maximum redemption scenarios, respectively. Additionally, 35,457 Company ADSs would be forfeited based on the transaction costs under the minimum redemption scenario. Therefore, 1,045,183 and 754,000 MNG ADSs are considered initially vested, and 7,544,360 and 7,871,000 Company ADSs are unvested in the minimum and maximum redemption scenarios, respectively.

A certain number of Unvested ADSs will be subject to vesting from time to time upon:

 

  i.

any Transfer (as defined in the Sponsor Support Agreement) by (A) Mapa, (B) any other direct or indirect shareholder of MNG, other equityholder of MNG or other beneficial owner of outstanding equity of MNG as of immediately prior to the Closing or (C) any of their respective affiliates, associates or family members (collectively, “Company Related Persons”), of any MNG ADSs at a price per MNG ADS equal to or greater than $10.00 per MNG ADS (reflecting appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change occurring on or after the date of the Sponsor Support Agreement); or

 

  ii.

any special dividends paid or otherwise distributed to any Company Related Person that are funded through any capital raise or other financing by MNG or any of its affiliates (each of clauses (i) and (ii), a “Liquidity Event”);

In each case, the vesting period extends up to two (2) years following the Closing. The Unvested ADSs are viewed as an equity-settled share-based payment transaction. This payment is a contingent additional payment for the ‘listing service’ under IFRS 2 for which there is no service condition. The contingent payment feature represents a non-vesting condition that is taken into account at the grant date and not subsequently updated. Therefore, the grant date fair value of the potential incremental award should be determined at the Business Combination date and included in the IFRS 2 charge. The fair value of the equity instrument is adjusted downwards to reflect the probability of meeting any non-vesting conditions. As the non-vesting condition is not price-based, the fair value is not readily modelled and is therefore based on entity-specific estimates. The likelihood of a Liquidity Event occurring within two (2) years of closing is deemed remote. Further, given the uncertainty of predicting events over this time period, the Company has established a probability of 10% that a Liquidity Event occurs over the vesting period and included this probability in the grant date fair value that is included in the IFRS 2 charge.

 

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Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION

AS OF DECEMBER 31, 2022

(in thousands)

 

     December 31, 2022             Transaction
Accounting
Adjustments
(Assuming
Minimum
Redemptions)
    December 31, 2022      Additional Transaction
Accounting
Adjustments
(Assuming Maximum
Redemptions)
    December 31, 2022  
     MNG
(IFRS,
Historical)
     Golden Falcon
(US GAAP,

Historical)
     IFRS Conversion
and
Reclassification
Adjustments
(Note 2)
    Pro Forma
Combined
(Assuming Minimum
Redemptions)
    Pro Forma
Combined
(Assuming Maximum
Redemptions)
 

Current Assets

                  

Cash and cash equivalents

     24,973        24        —          42,563     12,021        (12,563 )M      12,730  
              (5,709 )C         709  
              (20 )D         12,563L    
              (3,247 )E        
              (4,240 )F        
              (760 )G        
              (41,563 )L        

Trade receivables

     19,640        —          —          —         19,640        —         19,640  

Other Receivables

     27,900        —          —          —         27,900        —         27,900  

Inventories

     4,463        —          —          —         4,463        —         4,463  

Prepayments

     3,814        92        —          —         3,906        —         3,906  

Other current assets

     1,380        —          —          —         1,380        —         1,380  

Cash and marketable securities held in Trust Account

     —          42,563        —          (42,563 )A      —          —         —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total current assets

     82,170        42,679        —          (55,539     69,310        709       70,019  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Non-Current Assets

                  

Other receivables

     23,559        —          —          —         23,559        —         23,559  

Financial investments

     39        —          —          —         39        —         39  

Property, plant and equipment

     222,107        —          —          —         222,107        —         222,107  

Intangible assets

     6,457        —          —          —         6,457        —         6,457  

Equity accounted investees

     2,612        —          —          —         2,612        —         2,612  

Prepayments

     26,983        —          —          —         26,983        —         26,983  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total non-current assets

     281,757        —          —          —         281,757        —         281,757  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total Assets

     363,927        42,679        —          (55,539     351,067        709       351,776  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Liabilities

                  

Current Liabilities

                  

Short-term borrowings

     12,913        —          —          —         12,913        —         12,913  

Short-term portion of long-term borrowings

     15,142        —          —          —         15,142        —         15,142  

Trade payables

     28,897        2,176        —          (20 )D      29,043        —         29,043  
              (171 )E        
              (1,839 )F        

Liabilities related to the employee benefits

     2,449        —          —          —         2,449        —         2,449  

Other payables

     6,458        —          —          41,563     6,458        (12,563 )B      6,458  
              (41,563 )L         12,563  

Current tax liabilities

     4,922        365        —          —         5,287        —         5,287  

Short-term provisions

     4,178        —          —          —         4,178        —         4,178  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total Current liabilities

     74,959        2,541        —          (2,030     75,470        —         75,470  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

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Table of Contents
     December 31, 2022           Transaction
Accounting
Adjustments
(Assuming
Minimum
Redemptions)
           December 31, 2022     Additional Transaction
Accounting
Adjustments
(Assuming Maximum
Redemptions)
           December 31, 2022  
     MNG
(IFRS,
Historical)
    Golden Falcon
(US GAAP,

Historical)
    IFRS Conversion
and
Reclassification
Adjustments
(Note 2)
     Pro Forma
Combined
(Assuming Minimum
Redemptions)
     Pro Forma
Combined
(Assuming Maximum
Redemptions)
 

Non-Current Liabilities

                    

Long term borrowings

     54,487       —         —         —            54,487       —            54,487  

Long term provisions

     4,910       —         —         —            4,910       —            4,910  

Deferred tax liabilities

     20,340       —         —         —            20,340       —            20,340  

Convertible promissory note – related party, at fair value

     —         483       —         (483     G        —         —            —    

Deferred underwriting fee payable

     —         5,709       —         (5,709     C        —         —            —    

Warrant liabilities

     —         3,923       —         —            3,923       —            3,923  

Common stock subject to possible redemptions

     —         —         42,158       (42,158     J1        —         (12,563     M        —    
                  12,563       J1     
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

      

 

 

 

Total Non-Current liabilities

     79,737       10,115       42,158       (48,350        83,660       —            83,660  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

      

 

 

 

Total liabilities

     154,696       12,656       42,158       (50,380        159,130       —            159,130  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

      

 

 

 

Commitments and Contingencies:

                    
                    

Class A ordinary shares subject to redemption

     —         42,158       (42,158     —            —         —            —    
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

      

 

 

 

Equity

                    

Ordinary share capital

     33,285       —         —         (2,722     B        33,285       767       B        33,285  
           2,722       J2          (767     J2     
           (0     H            

Preferred share capital

     —         —         —         0       H        —         —            0  

Class A common stock

     —         —         —         1       I        —         —            —    
           (1     J1            

Class B common stock

     —         1       —         (1     I        —         —            —    

Other comprehensive income or expenses that will not be reclassified to profit or loss

     (3,560     —         —         —            (3,560     —            (3,560

Share premium

     —         4,258       (4,258     (38,841     B        19,301       11,796       B        17,002  
           1       J1          (11,796     J2     
           38,841       J2          (2,630     J3     
           11,658       J3          331       K     
           7,642       K            

Restricted reserves

     10,433       —         —         —            10,433       —            10,433  

Retained earnings

     169,073       (16,394     4,258       (3,077     E        132,478       709       C        135,486  
           (2,400     F          (709     J1     
           (278     G          3,339       J3     
           14,814       J1          (331     K     
           (25,876     J3            
           (7,642     K            
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

      

 

 

 

Total Equity

     209,231       (12,135     —         (5,159        191,937       709          192,646  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

      

 

 

 

Total Equity and Liabilities

     363,927       42,679       —         (55,539        351,067       709          351,776  
  

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

      

 

 

 

See accompanying notes to the unaudited pro forma condensed combined financial information

 

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Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

FOR THE YEAR ENDED DECEMBER 31, 2022

(in thousands, except share and per share data)

 

<
     Year Ended
December 31, 2022
    Year Ended
December 31, 2022
    IFRS Conversion
and
Reclassification
Adjustments
(Note 2)
    Transaction
Accounting
Adjustments
(Assuming
Minimum
Redemptions)
    Year Ended
December 31, 2022
    Additional
Transaction
Accounting
Adjustments
(Assuming
Maximum
Redemptions)
    Year Ended
December 31, 2022
 
     MNG
(IFRS,
Historical)
    GF
(US GAAP,
Historical)
    Pro Forma
Combined
(Assuming
Minimum
Redemptions)
    Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 

Revenue

     359,302       —         —         —         359,302       —         359,302  

Cost of sales

     (275,966     —         —         —         (275,966     —         (275,966
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     83,336       —         —         —         83,336       —         83,336  

Administrative expenses

     (11,878     —         —         (33,518 )DD      (45,396     3,008 DD      (42,388

Marketing expenses

     (1,715     —         —         —         (1,715     —         (1,715

Other operating income

     11,346       —         —         —         11,346       —         11,346  

Other operating expenses

     (10,340     (2,894     —         120 BB      (16,191     —         (16,191
           (3,077 )CC       
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Profit

     70,749       (2,894     —         (36,475     31,380       3,008       34,388  

Interest income - bank

     —         0       (0     —         —         —         —    

Interest earned on marketable securities held in Trust Account

     —         4,759       (4,759     —         —         —         —    

Unrealized (loss) gain on marketable securities held in Trust Account

     —         (0     0       —         —         —