Item 1.01. Entry into a Material Definitive Agreement.

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On March 8, 2023, Golden Arrow Merger Corp. (the "Company") issued an unsecured promissory note (the "Note"), in the amount of up to $750,000 to Golden Arrow Sponsor, LLC (the "Sponsor"). The proceeds of the Note, may be drawn down from time to time prior to the Maturity Date (as defined below) upon request by the Company.

The Note bears no interest and the principal balance is payable on the date of the consummation of the Company's initial business combination (the "Maturity Date"). On or before the Maturity Date, the Sponsor has the option to convert any portion of the principal outstanding under the Note into warrants ("Working Capital Warrants") pursuant to the terms of the Note, at a conversion price of $1.50 per warrant. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering (the "IPO"), as described in the prospectus for the IPO dated March 16, 2021 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 8.01 Other Events.

Supplement to the Definitive Proxy Statement

On February 17, 2023, the Company filed a definitive proxy statement (the "definitive proxy statement") for the solicitation of proxies in connection with a special meeting of the Company's stockholders to be held on March 15, 2023 (the "Special Meeting") to consider and vote on, among other proposals, a proposal to extend the date by which the Company has to consummate a business combination (the "Extension") for an additional nine months, from March 19, 2023 to December 19, 2023 or such earlier date as determined by the Company's board of directors (the "Board") (such later date, the "Extended Date", and such proposal, the "Charter Amendment Proposal"). On March 8, 2023, the Company filed an Amendment and Supplement to the Definitive Proxy Statement to modify the terms of the Charter Amendment Proposal and to confirm that the proceeds placed in the trust account in connection with the Company's initial public offering and any Extension Payments, as well as any interest earned thereon (collectively, the "IPO Funds"), will not be used to pay for any excise tax payable pursuant to the Inflation Reduction Act of 2022 (the "IR Act"). The Company further seeks to clarify its treatment and planned use of the funds held in the trust account. Accordingly, the Company has determined to further amend and supplement the definitive proxy statement as described in this Current Report on Form 8-K.





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SECOND AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

1. Certain disclosure on page 2 of the Notice of Special Meeting and page 2 of the definitive proxy statement is hereby amended and restated to read as follows:

Holders of shares of our Class A common stock, par value $0.0001 per share ("Class A common stock"), included as part of the units sold in the IPO ("public shares", and such holders, the "public stockholders") may elect to redeem all or a portion of their shares for their pro rata portion of the funds available in the trust account in connection with the Charter Amendment Proposal and the Trust Amendment Proposal (the "Election") regardless of whether such public stockholders vote "FOR" or "AGAINST" the Charter Amendment Proposal and the Trust Amendment Proposal, and the Election can also be made by public stockholders who abstain, do not vote, or do not instruct their broker or bank how to vote, at the special meeting. Public stockholders may make the Election regardless of whether such public stockholders were holders as of the record date. We believe that such redemption right protects the public stockholders from having to sustain their investments for an unreasonably long period if we do not consummate a suitable initial business combination in the timeframe initially contemplated by our charter. In addition, regardless of whether public stockholders vote "FOR" or "AGAINST" the Charter Amendment Proposal and the Trust Amendment Proposal, abstain, do not vote, or do not instruct their broker or bank how to vote, at the special meeting, if the Charter Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders and the Extension is implemented, the remaining public stockholders will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account upon consummation of an initial business combination.

On August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax (the "Excise Tax") on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemption of our shares of Class A common stock on or after January 1, 2023, such as the redemptions discussed herein, may be subject to the Excise Tax. We confirm that the proceeds placed in the trust account in connection with our IPO and any Extension Payments, as well as any interest earned thereon (collectively, the "IPO Funds"), will not be used to pay for any Excise Tax payable pursuant to the IR Act.

In addition, until the earliest of (a) the consummation of our initial business combination, (b) the liquidation of the trust account and (c) 24 months from the anniversary of the effective date of the registration statement relating to the our initial public offering, we will maintain the investment of funds held in the trust account in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in money market funds investing solely in United States government treasury obligations and meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act (or any successor rule). In the event that the Extension is implemented as described in this definitive proxy statement, then following the 24-month anniversary of the effective date of the registration statement relating to our initial public offering, the Company plans to maintain the remaining amount in the trust account in an interest-bearing demand deposit account at a bank, which is currently expected to yield approximately 3.5% per annum.





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2. Certain disclosure on page 16 of the definitive proxy statement under the "Risk Factors" section is hereby amended and restated to read as follows:

If we instruct 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 we could be deemed to be an investment company for purposes of the Investment Company Act , we 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 the Company.

The funds in the trust account have, since the 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 us 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 subject to regulation under the Investment Company Act, we may, at any time, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, 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 the Company. Following such liquidation of the securities held in the trust account, we 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 us to pay our 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 of the date of this proxy statement, we have not yet made any such determination to liquidate the securities held in the trust account.

In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. 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, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. In the event that the Extension is implemented as described in this definitive proxy statement, then following the 24-month anniversary of the effective date of the registration statement relating to our initial public offering, the Company plans to maintain the remaining amount in the trust account in an interest-bearing demand deposit account at a bank, which is currently expected to yield approximately 3.5% per annum. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary, 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 the Company.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                 Description
   10.1         Promissory Note, dated March 8, 2023, issued by Golden Arrow Merger
              Corp. to Golden Arrow Sponsor LLC
    104       Cover Page Interactive Data File - the cover page interactive data file
              does not appear in the Interactive Data File because its XBRL tags are
              embedded within the Inline XBRL document




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