Shareholders in a Delaware blank cheque company called Golden Falcon Acquisition Corporation are being asked to approve a merger with MNG Havayollari ve Tasimacilik A.S, trading as MNG Airlines (MB, Istanbul Airport), which will facilitate a reverse IPO and the Turkish cargo carrier's listing on the NYSE.

In an April 10, 2023, Form F-4 filing with the Securities Exchange Commission (SEC), shareholders were recommended to approve the merger which will see Golden Falcon become an indirect, wholly-owned subsidiary of MNG. The airline is pursuing the NYSE listing to increase its financial flexibility, unlock new growth opportunities, and maximise value creation.

According to the filing, MNG Airlines operates six A300-600(F)s, one A330-200F, and two A330-300(P2F)s. The airline is also negotiating a LOI with an undisclosed lessor to acquire two A321 converted freighters. MNG Airlines flies over 180,000 tonnes annually, providing the majority of its scheduled and block space services and charter services to integrated operators such as DHL Air (D0, Nottingham East Midlands) and UPS Airlines (5X, Louisville International), freight forwarders such as DSV and Kuehne+Nagel, and airlines such as Turkish Airlines (TK, Istanbul Airport) , Emirates (EK, Dubai International) and Air France (AF, Paris CDG). In the 2022 calendar year, MNG Airlines generated revenues of USD359 million, 37% of which came from scheduled and block space services, 44% from charter flights, 10% from ACMI services, 7% from warehousing services, and 2% from handling services.

“We see significant value creation potential from becoming a publicly listed company in the US," said MNG Airlines CEO Ali Sedat Özkazanc. The deal will see each outstanding share of class A Golden Falcon common stock convert into the right to receive one US depositary share representing one ordinary share of MNG, and each outstanding and unexercised Golden Falcon warrant to purchase one share of class A stock will automatically become a warrant of MNG and allow the purchase of ne MNG share. In addition, the shares of class B Golden Falcon common stock issued prior to Golden Falcon’s IPO will automatically convert into shares of class A common stock on a one-for-one basis and, following the merger, convert into the right to receive one MNG ordinary share.

MNG Airlines was founded in February 1996 by Mehmet Nazif Gunal, a Turkish billionaire property developer and sole owner of Mapa Insaat ve Ticaret A.S. (the Mapa Group). Following the merger finalizing and based on a minimum redemption scenario, the Mapa Group will own 66.1% of MNG's voting rights and Mehmet Nazif Gunal, as the beneficial owner of Mapa, will own 88.8% of MNG's voting rights.

"Golden Falcon decided to pursue a combination with MNG because it determined that MNG represented a compelling opportunity based upon MNG’s competitive strengths," read the SEC filing. "Compared to MNG, Golden Falcon and its advisors did not consider the other alternative combination targets to be as compelling when taking into consideration their business prospects, strategy, management teams, structure, likelihood of execution and valuation considerations." Scott J. Friedheim is chairman of Golden Eagle's board and Makram Azar serves as the CEO.