UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
August
6, 2024
GOAL
Acquisitions Corp.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40026 |
|
85-3660880 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
12600
Hill Country Blvd,
Building
R,
Suite
275
Bee
Cave, Texas |
|
78738 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (888)
717-7678
| Not
Applicable |
| (Former
name or former address, if changed since last report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☒ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| Units,
each consisting of one share of common stock and one redeemable warrant |
|
PUCKU |
|
OTC
Pink |
| Common
stock, par value $0.0001 per share |
|
PUCK |
|
OTC
Pink |
| Redeemable
warrants exercisable for shares of common stock at an exercise price of $11.50 per share |
|
PUCKW |
|
OTC
Pink |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, 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 13(a) of the Exchange Act. ☐
| Item
1.01. |
Entry
into a Material Definitive Agreement. |
On
August 6, 2024, stockholders of Goal Acquisitions Corp. (the “Company”) approved an amendment (the “Trust Agreement
Amendment”) to the Investment Management Trust Agreement, dated February 10, 2021, by and between the Company and Continental Stock
Transfer & Trust Company (“Continental”) (the “Trust Agreement”), to change the date on which Continental
must commence liquidation of the amount on deposit in the trust account (the “Trust Account”) established in connection with
the Company’s initial public offering from August 8, 2024 to May 8, 2025 (the “New Termination Date”).
The
foregoing description of the Trust Agreement Amendment does not purport to be complete and is qualified in its entirety by reference
to 10.1 which is incorporated herein by reference.
| Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On
August 6, 2024, the Company’s stockholders also approved an amendment (the “Charter Amendment”) to the Amended and
Restated Certificate of Incorporation of the Company (the “Charter”) to (i) extend the initial period of time by which the
Company has to consummate an initial business combination to the New Termination Date and (ii) make other administrative and technical
changes in the Charter in connection with the New Termination Date, in each case, pursuant to an amendment in the form set forth in Annex
A of the proxy statement. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on August 8,
2024.
The
foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit
3.1 which is incorporated herein by reference.
| Item
5.07. |
Submission
of Matters to a Vote of Security Holders. |
At
the Special Meeting, the following proposals were considered and acted upon by the stockholders of the Company: (a) a proposal to approve
the Charter Amendment (the “Charter Amendment Proposal”); (b) a proposal to approve the Trust Agreement Amendment (the “Trust
Amendment Proposal” and together with the Charter Amendment Proposal, the “Amendment Proposals”); and (c) a proposal
to approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of the Amendment Proposals
or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”).
On
July 12, 2024, the record date for the Special Meeting, there were 7,500,419 shares of common stock of the Company entitled to be voted
at the Special Meeting. At the Special Meeting, 6,646,645 shares of common stock of the Company, or 88.62% of the shares entitled to
vote at the Special Meeting, were represented in person or by proxy. The number of votes cast for or against, as well as the number of
abstentions as to each proposal, are set forth below.
1.
Charter Amendment Proposal
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 6,646,544 |
|
101 |
|
0 |
Accordingly,
the Charter Amendment Proposal was approved.
2.
Trust Amendment Proposal
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 6,646,544 |
|
101 |
|
0 |
Accordingly,
the Early Termination Trust Amendment Proposal was approved.
3.
Adjournment Proposal
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 6,646,544 |
|
101 |
|
0 |
Accordingly,
the Adjournment Proposal was approved.
In
connection with the stockholders’ approval and implementation of the Charter Amendment Proposal, the holders of 41,152 Public Shares
exercised their right to redeem their shares for cash at a redemption price of approximately $10.84 per share, for an aggregate redemption
amount of approximately $446,088. Following such redemptions, 173,017 Public Shares remain outstanding and the Company expects to have
approximately $1,875,640 remaining in the Trust Account.
| Item
9.01 | Financial Statements
and Exhibits. |
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
August 8, 2024
| Goal Acquisitions Corp. |
| |
| By: |
/s/ William T. Duffy |
|
| Name: |
William T. Duffy |
|
| Title: |
Chief Financial Officer and Chief Operating Officer |
|
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
GOAL
ACQUISITIONS CORP.
Goal
Acquisitions Corp. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify as follows:
1.
The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting provision (F) of Article 6 thereof
in its entirety and inserting the following in lieu thereof:
“In
the event that the Corporation has not completed an initial Business Combination by 24 months after the consummation of the IPO and in
accordance with any previous extension, the Board may extend the period of time to consummate an initial Business Combination to May
8, 2025, (the “Termination Date”). In the event that the Corporation does not consummate a Business Combination by
the Termination Date, the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably
possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share
equal to the amount then held in the Trust Account, less any interest for any income or other taxes payable (less up to $100,000 of interest
to pay dissolution expenses), divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish
such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders
and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL
finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the
GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the GCL
to provide for claims of creditors and other requirements of applicable law.”
2.
The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged this 8th day of August,
2024.
| |
Goal
Acquisitions Corp. |
| |
|
|
| |
By: |
/s/
Harvey Schiller |
| |
Name: |
Harvey
Schiller |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
AMENDMENT
TO INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Amendment to Investment Management Trust Agreement (this “Amendment Agreement”) is entered into effective as
of August 6, 2024 (the “Effective Date”) by and between Goal Acquisitions Corp., a Delaware corporation (the
“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WHEREAS,
the parties hereto are parties to that certain Investment Management Trust Agreement made effective as of February 10, 2021 (the “Trust
Agreement”);
WHEREAS,
capitalized terms contained in this Amendment Agreement without definition shall have the meanings ascribed to such terms in the Trust
Agreement;
WHEREAS,
the Board of Directors of the Company has approved and declared the advisability of certain amendments to the Charter with respect to
the extension of the time within which the Company must complete an initial Business Combination, which amendments have been submitted
to the stockholders of the Company for their consideration and vote, together with this Amendment Agreement, at a special of the stockholders
of the Company held on or about the Effective Date (the “Special Meeting”);
WHEREAS,
Section 7(d) of the Trust Agreement provides that the Trust Agreement may only be changed, amended or modified pursuant to Section 7(d)
thereof (e.g., by a writing signed by each of the parties to the Trust Agreement) with the Consent of the Stockholders, which is defined
in Section 7(d) of the Trust Agreement, as relevant to the Special Meeting, to mean “receipt by the Trustee of a certificate from
the inspector of elections of the Special Meeting certifying that the Company’s stockholders of record as of a record date established
in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (or any successor rule), who hold fifty percent
(50%) or more of all then outstanding shares of the common stock, par value $0.0001 per share, of the Company, voting together as a single
class, have voted in favor of such change, amendment or modification…” (such certificate, the “Requisite Vote
Certificate”);
WHEREAS,
the Trustee has received the Requisite Vote Certificate with respect to the Consent of the Stockholders to this Amendment Agreement;
and
WHEREAS,
each of the Company and the Trustee desires to amend the Trust Agreement as provided in this Amendment Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined in this Amendment, shall have
the meanings ascribed to such terms in the Trust Agreement.
2.
Amendment to the Trust Agreement. Effective as of the Effective Date, Section 1(j) of the Trust Agreement is hereby amended and
restated in its entirety to read as follows:
“Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the
Company by an authorized officer, extends the date by which it will distribute to Public Stockholders who exercised their conversion
rights in connection with an amendment to Article Sixth of the Company’s Amended and Restated Certificate of Incorporation (an
“Amendment”) an amount equal to the pro rata share of the Property relating to the common stock for which such Public
Stockholders have exercised conversion rights in connection with such Amendment.”
3.
No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall
continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with
its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement.
4.
References. All references to the “Trust Agreement” (including “hereof,” “herein,”
“hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer
to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding the foregoing, references to the date of the Trust Agreement
(as amended hereby) and references in the Trust Agreement to “the date hereof,” “the date of this Trust Agreement”
and terms of similar import shall in all instances continue to refer to February 10, 2021.
5.
Governing Law; Jurisdiction. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City
of New York, State of New York, for purposes of resolving any disputes under this Amendment Agreement. AS TO ANY CLAIM, CROSS-CLAIM OR
COUNTERCLAIM IN ANY WAY RELATING TO THIS AMENDMENT AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
6.
Counterparts. This Amendment Agreement may be executed in several original or electronic transmission or facsimile counterparts,
each of which shall constitute an original, and together shall constitute but one instrument.
7.
Other Miscellaneous Terms. The provisions of Sections 7(e), 6(f) and 6(g) of the Trust Agreement shall apply mutatis mutandis
to this Amendment Agreement, as if set forth in full herein.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives
effective as of the Effective Date.
| |
CONTINENTAL
STOCK TRANSFER &
TRUST COMPANY, as Trustee |
| |
|
|
| |
By: |
/s/
Francis Wolf |
| |
Name: |
Francis
Wolf |
| |
Title: |
Vice
President |
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives
effective as of the Effective Date.
| |
Goal
Acquisitions Corp. |
| |
|
|
| |
By: |
/s/
Harvey Schiller |
| |
Name: |
Harvey
Schiller |
| |
Title: |
Chief
Executive Officer |
Goal Acquisition (PK) (USOTC:PUCKW)
過去 株価チャート
から 10 2024 まで 11 2024
Goal Acquisition (PK) (USOTC:PUCKW)
過去 株価チャート
から 11 2023 まで 11 2024
