8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 21, 2020

GO Acquisition Corp.
(Exact name of registrant as specified in its charter)

Delaware	001-39424	85-1429879
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

450 W 14th Street New York, NY	10014
(Address of principal executive offices)	(Zip Code)

(212) 524-7300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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 Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant	GOAC.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	GOAC	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	GOAC WS	The New York Stock Exchange

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 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 8.01. Other Events.

As previously reported on a Current Report on Form 8-K filed by GO Acquisition Corp. (the “Company”) on August 13, 2020, on August 7, 2020, the Company completed its initial public offering (the “IPO”) of 50,000,000 units (“Units”), each Unit consisting of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-239572 ​). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $500,000,000.

On September 21, 2020, the underwriters purchased 7,500,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the exercise in full of the underwriters’ option to purchase additional units from the IPO, generating gross proceeds of $75,000,000.

As previously reported on a Current Report on Form 8-K filed by the Company on August 10, 2020 (the “Initial Form 8-K”), on August 7, 2020, simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 8,000,000 warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $12,000,000. On September 21, 2020, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 1,000,000 Private Placement Warrants at $1.50 per additional Private Placement Warrants (the “Additional Private Placement Warrants”), generating gross proceeds of $1,500,000. The Private Placement Warrants are identical to the Warrants underlying the Units, except as described in the Initial Form 8-K.

A total of $75,000,000 of the net proceeds from the sale of the Additional Units and the Additional Private Placement Warrants was deposited in the trust account established for the benefit of the Company’s public stockholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee, bringing the aggregate proceeds held in the Trust Account to $575,000,000.

An audited balance sheet as of August 7, 2020 reflecting receipt of the net proceeds from the IPO and the Private Placement, but not the net proceeds from the sale of the Additional Units or the Additional Private Placement Units, had been prepared by the Company and previously filed on a Current Report on Form 8-K on August 13, 2020. The Company’s unaudited pro forma balance sheet as of September 21, 2020 reflecting receipt of the net proceeds from the sale of the Additional Units and the Additional Private Placement Warrants is attached hereto as Exhibit 99.1.

On September 24, 2020, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.2, announcing that the holders of the Units may elect to separately trade the shares of Class A Common Stock and Warrants included in the Units commencing on September 25, 2020. Those Units that are not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “GOAC.U” and the shares of Class A Common Stock and Warrants that are separated will trade on the NYSE under the symbols “GOAC” and “GOAC WS,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and Warrants.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Unaudited Pro Forma Balance Sheet
99.2	Press Release, dated September 24, 2020

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GO acquisition corp.
By:	/s/ Alejandro San Miguel
Name: Title:	Alejandro San Miguel Vice President and Secretary

Date: September 25, 2020

2

EX-99.1

Exhibit 99.1

GO ACQUISITION CORP.

BALANCE SHEET

	August 7, 2020			Pro Forma Adjustments			As Adjusted
				(Unaudited)			(Unaudited)
Assets:
Current assets:
Cash	$	1,375,564		$	75,000,000	(a)	$	1,375,564
					1,500,000	(b)
					(1,500,000	)(c)
					(75,000,000	)(f)
Prepaid expenses		326,800			-			326,800
Total current assets		1,702,364			-			1,702,364
Cash held in Trust Account		500,000,000			75,000,000	(f)		575,000,000
Total assets	$	501,702,364		$	75,000,000		$	576,702,364
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	889		$	-		$	889
Accrued expenses		80,000			-			80,000
Franchise tax payable		30,187			-			30,187
Note payable - related party		200,000			-			200,000
Total current liabilities		311,076			-			311,076
Deferred underwriting commissions in connection with the initial public offering		17,500,000			2,625,000	(d)		20,125,000
Total liabilities		17,811,076			2,625,000			20,436,076
Commitments and Contingencies
Class A common stock; 47,889,128 and 55,126,628 shares subject to possible redemption at $10.00 per share, actual and as adjusted, respectively		478,891,280			72,375,000	(e)		551,266,280
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-			-
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,110,872 and  2,373,372 shares issued and outstanding (excluding 47,889,128 and 55,126,628 shares subject to possible redemption), actual and as adjusted, respectively		211			750	(a)		237
					(724	)(e)
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 14,375,000 shares issued and outstanding		1,438			-			1,438
Additional paid-in capital		5,029,435			74,999,250	(a)		5,029,409
					1,500,000	(b)
					(1,500,000	)(c)
					(2,625,000	)(d)
					(72,374,276	)(e)
Accumulated deficit		(31,076	)		-			(31,076	)
Total stockholders’ equity		5,000,008			-			5,000,008
Total Liabilities and Stockholders’ Equity	$	501,702,364		$	75,000,000		$	576,702,364

The accompanying notes are an integral part of these financial statement.

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of GO Acquisition Corp. (the “Company”) as of August 7, 2020, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on September 21, 2020 as described below.

The Company consummated its initial public offering (the “IPO”) of 50,000,000 units (the “Units”) on August 7, 2020. Each Unit consisted of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $500.0 million. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 7,500,000 additional Units to cover over-allotments, if any. The Underwriters exercised the over-allotment option in full and on September 21, 2020 purchased an additional 7,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $75.0 million, and incurred additional offering costs of approximately $4.1 million in underwriting fees (inclusive of approximately $2.6 million in deferred underwriting fees).

Simultaneously with the closing of the IPO on August 7, 2020, the Company completed a private placement (the “Private Placement”) of an aggregate of 8,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to GO Acquisition Founder LLC, a Delaware corporation (the “Sponsor”), generating proceeds of $12.0 million. Simultaneously with the closing of the Over-allotment Units, on September 21, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 1,000,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $1.5 million. 

In addition, the Sponsor agreed to forfeit up to 1,875,000 Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. The underwriters exercised their over-allotment option on September 21, 2020. As a result, these shares were no longer subject to forfeiture.

Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the private placement warrants described above are as follows:

	Pro Forma Entries	Debit		Credit
(a)	Cash	$	75,000,000
	Class A common stock			$	750
	Additional paid-in capital			$	74,999,250
	To record sale of 7,500,000 Overallotment Units at $10.00 per Unit
(b)	Cash	$	1,500,000
	Additional paid-in capital			$	1,500,000
	To record sale of 1,000,000 Private Placement Warrants at $1.50 per warrant
(c)	Additional paid-in capital	$	1,500,000
	Cash			$	1,500,000
	To record payment of 2% of cash underwriting fee on overallotment option
(d)	Additional paid-in capital	$	2,625,000
	Deferred underwriting commissions			$	2,625,000
	To record additional deferred underwriting fee on overallotment option
(e)	Class A common stock	$	724
	Additional paid-in capital	$	72,374,276
	Class A common stock subject to possible redemption			$	72,375,000
	To reclassify Class A common stock out of permanent equity into mezzanine redeemable stock
(f)	Cash	$	75,000,000
	Trust account			$	75,000,000
	To transfer $10.00 per Overallotment Units to Trust Account

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE
THURSDAY, SEPTEMBER 24, 2020

GO Acquisition Corp. Announces the Separate Trading of Its Class A Common Stock and Warrants Commencing on September 25, 2020

New York, NY, September 24, 2020

GO Acquisition Corp. (the "Company") today announced that, commencing on September 25, 2020, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

Those units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the ticker symbol “GOAC.U,” and the Class A common stock and warrants that are separated will trade on the NYSE under the symbols “GOAC” and “GOAC WS,” respectively.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About GO Acquisition Corp.

GO Acquisition Corp. is a blank check company newly incorporated 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. The Company expects to focus its efforts on identifying a prospective target business on travel-related and travel-adjacent businesses, with either all or a substantial portion of its activities in North America or Europe, though it may pursue targets in any industry.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media Contact:

Shannan Siemens

SSiemens@MercuryLLC.com

502-439-4901