Item 1.01 Entry Into A Material Definitive Agreement
Amended and Restated Business Combination Agreement and Merger Agreement
On February 8, 2023, Goal Acquisitions Corp., a Delaware corporation (the
"Company"), entered into an Amended and Restated Business Combination Agreement
(the "Amended and Restated Business Combination Agreement") with Goal
Acquisitions Nevada Corp., a Nevada corporation ("Goal Nevada"), Digital Virgo
Group, a French corporation (société par actions simplifiée) ("Digital Virgo"),
all shareholders of Digital Virgo (the "Digital Virgo Shareholders"), and IODA
S.A., in its capacity as the "DV Shareholders Representative" (as defined in the
Amended and Restated Business Combination Agreement), which amends and restates
the Business Combination Agreement, dated as of November 17, 2022, by and among
the Company, Digital Virgo, and certain other parties in its entirety.
Concurrently with the execution of the Amended and Restated Business Combination
Agreement, the Company and Goal Nevada entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which the Company will, prior to
the Closing (as defined below), reincorporate as a Nevada corporation by merging
with and into Goal Nevada, a newly-formed wholly-owned subsidiary of the
Company, with Goal Nevada surviving the merger (the "Reincorporation Merger").
Pursuant to the Amended and Restated Business Combination Agreement and after
the consummation of the Reincorporation Merger, Digital Virgo will acquire all
of the outstanding shares of Goal Nevada whereby the outstanding shares of Goal
Nevada will be exchanged for shares of Digital Virgo by means of a statutory
share exchange under Nevada law (the "Exchange"). The time of the closing of the
Exchange is referred to herein as the "Closing." The date of the Closing is
referred to herein as the "Closing Date."
The Amended and Restated Business Combination Agreement and the Exchange, as
well as the Merger Agreement and the Reincorporation Merger, were approved by
the board of directors of the Company.
Below is a description of the Amended and Restated Business Combination
Agreement and the Exchange, as well as the Merger Agreement and the
Reincorporation Merger. The description below does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Amended and
Restated Business Combination Agreement, a copy of which is attached hereto as
Exhibit 2.1 and is incorporated by reference herein and the Merger Agreement, a
copy of which is attached hereto as Exhibit 2.2 and is incorporated by reference
herein.
The Reincorporation Merger and the Exchange
Subject to, and in accordance with, the terms and conditions of the Merger
Agreement, the Company will, prior to the Closing, reincorporate as a Nevada
corporation by merging with and into Goal Nevada, a newly-formed wholly-owned
subsidiary of the Company, with Goal Nevada surviving the merger. Each unit of
the Company (which is comprised of one share of common stock of the Company and
one warrant to purchase one share of common stock of the Company), share of
common stock of the Company and warrant to purchase shares of common stock of
the Company issued and outstanding immediately prior to the effective time of
the Reincorporation Merger will be converted, respectively, into units of Goal
Nevada, shares of common stock of Goal Nevada and warrants to purchase shares of
common stock of Goal Nevada (respectively, "Goal Nevada Units," "Goal Nevada
Shares" and "Goal Nevada Warrants") on a one-for-one basis, which will have
substantially identical rights, preferences and privileges as the units sold in
the Company's initial public offering and simultaneous private placement, the
Company's common stock, par value $0.0001 per share, and the warrants which were
included in the units that were sold in the Company's initial public offering
and simultaneous private placement.
Pursuant to the Business Combination Agreement, subject to the satisfaction or
waiver of certain conditions set forth therein, Digital Virgo will effect a
series of related transactions, in each case, upon the terms and subject to the
conditions set forth in the Amended and Restated Business Combination Agreement,
including the following:
? Prior to the Closing, Digital Virgo will convert into a French public limited
company (société anonyme);
? After the conversion into a French public limited company (société anonyme) and
prior to the Closing, Digital Virgo and the Digital Virgo Shareholders intend
to effect a placement of ordinary shares of Digital Virgo to certain
institutional and other investors (the "PIPE Investors") through both primary
and/or secondary offerings (the "PIPE Investment"), including the sale of a
number of Digital Virgo ordinary shares held by the Digital Virgo Shareholders
in exchange for $125,000,000 in cash;
? Immediately after the PIPE Investment, Digital Virgo will (i) effect a reverse
share split of all of its existing shares pursuant to a conversion parity which
is expected to be 10 to 26, including the shares purchased by the PIPE
Investors in the PIPE Investment, (ii) change the par value of all such
existing shares from €0.10 to €0.26 and (iii) rename all such existing shares
to Class A ordinary shares (the "Digital Virgo Class A Ordinary Shares")
(together, the "Reverse Share Split"). Immediately after the completion of the
Reverse Share Split, the Digital Virgo Class A Ordinary Shares held by IODA
S.A., the controlling shareholder of Digital Virgo, will be converted into
Class B preferred shares, par value €0.26 per share of Digital Virgo (the
"Digital Virgo Class B Shares"), on a one-for-one basis, with such shares
having identical rights to the Digital Virgo Class A Ordinary Shares except
that the Digital Virgo Class B Shares will have two votes for each share
Subject to, and in accordance with, the terms and conditions of the Amended and
Restated Business Combination Agreement, at the Closing, (i) Digital Virgo will
acquire all of the issued outstanding Goal Nevada Shares pursuant to articles of
exchange filed with the Nevada Secretary of State in accordance with the Nevada
Revised Statutes, whereby each issued and outstanding Goal Nevada Share will be
exchanged for one Digital Virgo Class A Ordinary Share by means of a statutory
share exchange under Nevada law (the "Exchange") and (ii) each Goal Nevada
Warrant will be automatically exchanged for one warrant issued by Digital Virgo
that will be exercisable for one Digital Virgo Class A Ordinary Share. All
outstanding Goal Nevada Units will be separated into their underlying securities
immediately prior to the Exchange.
In addition, at the Closing, (i) 5,000,000 Class C preferred shares, par value
€0.26 per share, of Digital Virgo (the "DV Earnout Shares") will be issued to
and deposited with one or more escrow agents and will be disbursed to the
Digital Virgo Shareholders, in whole or in part, after the Closing, if both an
earnout milestone based on "EBITDA" (as defined in the Amended and Restated
Business Combination Agreement) and a share price milestone are met and (ii)
1,293,750 Class C preferred shares, par value €0.26 per share, of Digital Virgo
(the "Sponsor Earnout Shares") will be issued to and deposited with an escrow
agent and will be disbursed to Goal Acquisitions Sponsor LLC (the "Sponsor"),
after the Closing, if a share price milestone is met. The earnout milestone will
be met if Digital Virgo's EBITDA for any fiscal year ending on or before
December 31, 2027 is equal or greater than $60,000,000, in which case 2,500,000
DV Earnout Escrow Shares will be released to the Digital Virgo Shareholders. The
share price milestone will be met if Digital Virgo's share price is equal to or
greater than $15.00 for at least 20 out of 30 consecutive trading days (counting
only those trading days in which there is trading activity) from the period
starting from the date immediately following the Closing Date and ending on
December 31, 2026, in which case 2,500,000 DV Earnout Escrow Shares will be
released to the Digital Virgo Shareholders and all of the Sponsor Earnout Shares
will be released to the Sponsor. Any DV Earnout Shares remaining in the earnout
escrow account that have not been released to the Digital Virgo Shareholders
will be released to Digital Virgo, and any Sponsor Earnout Shares remaining in
the earnout escrow account that have not been released to the Sponsor will be
released to Digital Virgo. The Class C preferred shares of Digital Virgo will
have identical rights to the Digital Virgo Class A Ordinary Shares except that
the Class C preferred shares will have no voting rights. If and when the Class C
preferred shares are released from escrow to the Digital Virgo Shareholders or
the Sponsor, as applicable, such shares shall be automatically be converted into
Digital Virgo Class A Ordinary Shares, on a one-for-one basis, with full voting
rights as of their respective date of disbursement by the escrow agent. "EBITDA"
means the "Adjusted EBITDA" of Digital Virgo as currently calculated by Digital
Virgo for its reporting requirements under its existing credit facility, which
is a non-GAAP measure and should not be construed as more relevant measures of
operational performance than financial information under generally accepted
accounting principles (GAAP).
As described below, the Sponsor has agreed to forfeit 646,875 shares of common
stock of the Company for no consideration effective as of the Closing.
Representations and Warranties; Covenants
The parties to the Amended and Restated Business Combination Agreement have
. . .
Item 7.01 Regulation FD Disclosure.
On February 9, 2023, the Company and Digital Virgo issued a press release
announcing the execution of the Amended and Restated Business Combination
Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be
subject to the liabilities of that section, nor will it be deemed to be
incorporated by reference in any filing under the Securities Act or the Exchange
Act, regardless of any general incorporation language in such filings. This
Current Report will not be deemed an admission as to the materiality of any of
the information in this Item 7.01, including Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of section 27A of the Securities Act and section 21E of the Exchange Act
that are based on beliefs and assumptions and on information currently available
to the Company and Digital Virgo. Certain statements included in this Form 8-K
that are not historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities Litigation
Reform Act of 1995. In some cases, you can identify forward-looking statements
by the following words: "may," "will," "could," "would," "should," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict," "project,"
"potential," "continue," "ongoing," "target," "seek" or the negative or plural
of these words, or other similar expressions that are predictions or indicate
future events or prospects, although not all forward-looking statements contain
these words. Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including strategies or
plans as they relate to the proposed Transactions, are also forward-looking
statements. These statements involve risks, uncertainties and other factors that
may cause actual results, levels of activity, performance or achievements to be
materially different from those expressed or implied by these forward-looking
statements. Although each of the Company and Digital Virgo believes that there
is a reasonable basis for each forward-looking statement contained in this
Current Report, each of the Company and Digital Virgo caution you that these
statements are based on a combination of facts and factors currently known and
projections of the future, which are inherently uncertain. In addition, there
will be risks and uncertainties described in the proxy statement relating to the
proposed Transactions, which is expected to be filed by the Company with the
SEC, and other documents filed by the Company from time to time with the SEC.
These filings may identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those
expressed or implied in the forward-looking statements in this Current Report.
Forward-looking statements in this Current Report include statements regarding
the proposed Transactions, including the timing and structure of the
Transactions, the proceeds of the Transactions and the benefits of the
Transactions. Neither the Company nor Digital Virgo can assure you that the
forward-looking statements in this Current Report will prove to be accurate.
These forward-looking statements are subject to a number of risks and
uncertainties, including: Digital Virgo's ability to enter into agreements with
telecommunications companies, content providers, and end users of its mobile
payment services; Digital Virgo's dependence on advertising networks on the
internet and mobile devices and the impact of recent changes in demand for
internet and mobile advertising; risks associated with operating
internationally, including currency risks and legal, compliance, and execution
risks of operating internationally; risks associated with the competitiveness of
the mobile payment and targeted online advertising markets; risks associated
with the regulation of targeted advertising, payment services,
telecommunications, and the processing of personal data; the volatility of
economic conditions in emerging markets where Digital Virgo conducts business;
risks associated with the development of mobile networks upon which Digital
Virgo relies in conducting its business; Digital Virgo's ability to manage its
rapid growth; Digital Virgo's ability to keep pace with technological
innovations in the mobile payment services and targeted online advertising
sectors; risks associated with Digital Virgo's acquisitions and geographic
expansion strategy; Digital Virgo's ability to maintain favorable terms with its
key suppliers; risks associated with the non-recovery of receivables from
customers; risks associated with the non-recovery of debts from telecom
operators or aggregators; risks associated with Digital Virgo's business
relationships with telecom operators and advertising clients; Digital Virgo's
ability to obtain content under attractive conditions; risks associated with
cashflow and liquidity; risks associated with intellectual property; the
potential inability of the parties to successfully or timely consummate the
proposed business combination; the risk that any regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the proposed
business combination; the approval of the stockholders of the Company is not
obtained; the risk of failure to realize the anticipated benefits of the
proposed business combination; the amount of redemption requests made by the
Company's stockholders exceeds expectations or current market norms; the ability
of Digital Virgo or the combined company to obtain equity or other financing in
connection with the proposed business combination or in the future; the outcome
of any potential litigation, government and regulatory proceedings,
investigations and inquiries; the risk that the proposed business combination
disrupts current plans and operations as a result of the announcement and
consummation of the Transactions; costs related to the proposed business
combination; the impact of the global COVID-19 pandemic; the effects of
inflation and changes in interest rates; an economic slowdown, recession or
contraction of the global economy; a financial or liquidity crisis; geopolitical
factors, including, but not limited to, the Russian invasion of Ukraine; global
supply chain concerns; the status of debt and equity markets (including, market
volatility and uncertainty); and other risks and uncertainties, including those
risks to be included under the heading "Risk Factors" in the proxy statement to
be filed by the Company with the SEC and also those included under the heading
"Risk Factors" in the Company's final prospectus relating to its initial public
offering dated February 16, 2021 and the Company's other filings with the SEC.
In light of the significant uncertainties in these forward-looking statements,
you should not regard these statements as a representation or warranty by the
Company, Digital Virgo, their respective directors, officers, affiliates,
advisers or employees (or any other person) that the Company and Digital Virgo
will achieve their objectives and plans in any specified time frame, or at all.
The forward-looking statements in this Current Report represent the views of the
Company and Digital Virgo as of the date of this Current Report. Risks in
addition to those set forth herein may also materialize. Moreover, the Company's
and Digital Virgo's assumptions may prove to be incorrect. Actual results could
differ materially from the results implied or expressed by the forward-looking
statements in this Current Report. There may also be additional risks that
neither the Company nor Digital Virgo presently know, or that neither the
Company nor Digital Virgo currently believe are material, that could also cause
actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements do not reflect the Company's or Digital
Virgo's expectations, plans or forecasts of future events and views after the
date of this Current Report. Subsequent events and developments may cause the
Company's and Digital Virgo's assessments to materially change. While the
Company and Digital Virgo may choose to update these forward-looking statements
in the future, there is no current intention or plan to do so. Except to the
extent required by applicable law, neither the Company nor Digital Virgo
undertakes to update, supplement or amend any of the forward-looking statements
in this Current Report at any time after the date hereof. You should, therefore,
not rely on these forward-looking statements as representing the views of the
Company or Digital Virgo as of any date subsequent to the date of this Current
Report. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Important Information and Where to Find It
In connection with the proposed Transactions, Digital Virgo will file a
preliminary proxy statement/prospectus and a definitive proxy
statement/prospectus with respect to the stockholder meeting of the Company to
vote on the proposed Transactions. Stockholders of the Company and other
interested persons are encouraged to read, when available, the preliminary proxy
statement/prospectus and definitive proxy statement/prospectus as well as other
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit
2.1* Amended and Restated Business Combination Agreement, dated as of
February 8, 2023, by and among Goal Acquisitions Corp., Goal
Acquisitions Nevada Corp., Digital Virgo Group, all shareholders of
Digital Virgo Group, and IODA S.A.
2.2 Agreement and Plan of Merger, dated as of February 8, 2023, by and
between Goal Acquisitions Corp. and Goal Acquisitions Nevada Corp.
10.1 Amended and Restated Sponsor Support Agreement, dated as of
February 8, 2023, by and among Goal Acquisitions Sponsor LLC,
certain other persons parties thereto, Goal Acquisitions Corp., Goal
Acquisitions Nevada Corp. and IODA S.A.
10.2 Amended and Restated Investor Rights Agreement, dated as of
February 8, 2023, by and among Digital Virgo Group, Goal
Acquisitions Corp., Goal Acquisitions Sponsor LLC and certain other
persons parties thereto.
10.3 Amended and Restated Initial Shareholders Forfeiture Agreement,
dated as of February 8, 2023, by and between Goal Acquisitions
Sponsor LLC and Goal Acquisitions Corp.
99.1 Press Release issued by Goal Acquisitions Corp. and Digital Virgo
Group on February 9, 2023.
104 The cover page of this Current Report on Form 8-K, formatted in
Inline XBRL.
* The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). The Company hereby undertakes to furnish supplementally a
copy of any omitted schedule to the SEC upon its request; provided, however,
that the Company may request confidential treatment for any such schedules so
furnished.
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GOAL ACQUISITIONS CORP. 
