UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On November 23, 2022, Donna Orender and David Falk, each a member of the Goal Acquisition Corps’ (the “Company” or “Goal Acquisition”) board of directors, were interviewed by Yahoo Finance about the Company’s proposed business combination (the “Proposed Business Combination”) with Digital Virgo Group (“Digital Virgo”). A video of the interview was posted online at https://app.criticalmention.com/app/#clip/view/59e6025c-0e0a-4f91-bcc9-20b5935aa272?token=af3eaaee-3b40-4301-ac00-fb7d9b5d4159. Furnished as Exhibit 99.1 is a transcript of the interview.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this communication 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 transaction, 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 Goal and Digital Virgo believes that there is a reasonable basis for each forward-looking statement contained in this communication, each of Goal 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 transaction, which is expected to be filed by Goal with the SEC, and other documents filed by Goal 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 communication. Forward-looking statements in this communication include statements regarding the proposed transaction, including the timing and structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither Goal nor Digital Virgo can assure you that the forward-looking statements in this p 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 cash flow 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 Goal is not obtained; the risk of failure to realize the anticipated benefits of the proposed business combination; the amount of redemption requests made by Goal’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 transaction; 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 Goal with the SEC and also those included under the heading “Risk Factors” in Goal’s final prospectus relating to its initial public offering dated February 10, 2021 and Goal’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 Goal, Digital Virgo, their respective directors, officers, affiliates, advisers or employees (or any other person) that Goal and Digital Virgo will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of Goal and Digital Virgo as of the date of this communication. Risks in addition to those set forth herein may also materialize. Moreover, Goal’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 communication. There may also be additional risks that neither Goal nor Digital Virgo presently know, or that neither Goal 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 Goal’s or Digital Virgo’s expectations, plans or forecasts of future events and views after the date of this communication. Subsequent events and developments may cause Goal’s and Digital Virgo’s assessments to materially change. While the Goal 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 Goal nor Digital Virgo undertakes to update, supplement or amend any of the forward-looking statements in this communication at any time after the date hereof. You should, therefore, not rely on these forward-looking statements as representing the views of Goal or Digital Virgo as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Participants in the Solicitation
Goal Acquisition, Digital Virgo and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Goal Acquisition’s shareholders in connection with the Proposed Business Combination. Information regarding the directors and executive officers of Goal Acquisition and their ownership of Goal Acquisition common stock is set forth in Goal Acquisition’s final prospectus filed with the SEC on February 11, 2021 in connection with Goal Acquisition’s initial public offering. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Goal Acquisition’s shareholders in connection with the Proposed Business Combination will be s included in the proxy statement that Goal Acquisition intends to file with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will be included in the proxy statement that Goal Acquisition intends to file with the SEC. You may obtain free copies of these documents as described above.
Additional Information About the proposed business combination and Where to Find It
In connection with the Proposed Business Combination, Goal Acquisition intends to file relevant materials with the SEC, including a proxy statement. Goal Acquisition urges its investors, shareholders and other interested persons to read, when available, the proxy statement filed with the SEC and documents incorporated by reference therein because these documents will contain important information about Goal Acquisition, Digital Virgo and the Proposed Business Combination. The final proxy statement, a proxy card, and other relevant documents will be mailed to the shareholders of Goal Acquisition as of the record date established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of Goal Acquisition and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with Goal Acquisition’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the Proposed Business Combination because they will contain important information about Goal Acquisition, Digital Virgo and the Proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement, the final proxy statement and other relevant materials in connection with the transaction without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Goal Acquisition Corp., Attention: William T. Duffy, Telephone (888) 717-7678. The information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated by reference into, and is not a part of, this communication.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 99.1 | Transcript of Donna Orender and David Falk’s interview with Yahoo Finance, dated as of November 23, 2022 | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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: November 23, 2022
| Goal Acquisitions Corp. | ||
| By: | /s/ William T. Duffy | |
| Name: | William T. Duffy | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
Exhibit 99.1
Yahoo Finance Live: DIGITAL VIRGO TO GO PUBLIC IN U.S. IN $513 MILLION SPAC DEAL
November 23, 2022
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Brian Sozzi: French-based mobile payments company, Digital Virgo, announced it’s going public through a SPAC merger with GOAL Acquisitions Corp. as a blank check company founded by prominent sports executives including Michael Jordan’s long-time agent, David Falk, and former WNBA commissioner Donna Orender. This $513M deal will bring Digital Virgo to the U.S. market for more.
Let’s bring in GOAL Acquisitions board members, David Falk and Donna Orender. Good morning to you both.
Donna, let me start with you. Why are you making this transaction and the money raised from it, how will you invest it?
Donna Orender: First of all, we’re making it because we came together, I don’t know, about a year and a half ago, and we wanted to find a company that we thought had great value, that created great — that not only had great value but also produced great value in terms of this business, – and so finally, we’ve been able to identify and close that deal, and ultimately when we do, that money will be utilized very impactfully by this company to do more M&A and continue to grow this terrific Digital Virgo company.
Brad Smith: David, what kind of M&A are you thinking is on the docket right now?
David Falk: The company right now has a global presence but does not have a presence in North America, and our team, Donna, myself, Harvey Schiller, our Chairman, Jon Miller, the former Chairman of AOL, we think we have hundreds of years of contacts and relationships in the world of sports and entertainment that we can really establish a tremendous anchor for Digital Virgo here in the United States and North America.
Julie Hyman: And so, David, actually, if I can follow up on that, so do you see Digital Virgo then as being just the beginning of something you hope to create through acquisitions, through organic growth? What do you see Digital Virgo being in five years, in ten years?
David Falk: That’s a great question. so, you know, I teach this at the Falk College of Syracuse University. I think the future of sports is a convergence of sports, entertainment, gaming, wagering, technology, artificial reality, and Digital Virgo is a one-destination platform that allows all those activities, plus music, travel, and commerce to be utilized around the world. and so, our job is to identify future acquisitions that will continue to grow the company. Digital Virgo has had seven consistent years of profitability. It’s a very well-established, solid company, and our job on the GOAL team is to create very, very significant future growth.
Julie Hyman: Donna, I’m going to tackle a little bit of the elephant in the room if I can and ask about the SPAC structure in going after this deal, because you know, the SPAC has definitely had a rise and fall, shall we say, over the last year. How did you guys hit upon this kind of vehicle to bring Digital Virgo public?
Donna Orender: I think we had a really disciplined diligence throughout our entire process in terms of finding the kind of company, whether it’s a SPAC or an IPO, the market is always going to want to invest in companies that have cash flow, that are relevant, that are continuing to grow. In addition to what David said, let me just also add that they have had — they have purchased 15 companies over the last 14 years and effectively and efficiently integrated them into a global platform. So, they’re an incredibly well-operated company with a vision to add more goods and services, and so whether it’s an elephant in the room or not, especially in a time when a market, people say, “Oh, it’s dipping,” you know what? That’s when people and investors get more discerning, and when you’re more discerning you’re going to find the really good values and this is one of them. And that’s why we’re so optimistic and really pleased with this partnership.
Brian Sozzi: David, we talk a lot about how the streaming movement is starting to really just upend the sports industry, whether it’s basketball, baseball, golf, you name it. I mean, how do you see that playing out over the next five years?
David Falk: I think five years from now, when you watch the Super Bowl, you’re not going to be watching it, most likely, on NBC or Fox. You’re going to be watching Amazon or Netflix. And the minute your team wins, you’re going to press a button and order merchandise from your team. That’s exactly what Digital Virgo is. It’s a one-stop, one-destination platform that’s going to enable streaming and all sorts of entertainment options for its customers. You have to remember, around the world, there are five times more customers that don’t use banks and credit cards globally than there are. So the audience is enormous, it’s in the billions. Our job is to create strategic partnerships. Digital Virgo has over 150 teleco partners around the world, and that doesn’t include America, so we’re going to be meeting with the American telcos, and we’re going to be meeting with all the leagues and teams in America over the next several months, trying to create exciting, new partnerships that will utilize this new technology.
Brad Smith: So, on the streaming side, Donna, do you believe that — and I bring this up because even during your time at the WNBA, I mean there were some major partnerships that were netted there, WNBA is streamed on Twitter, as well – and so, with some of those different partnerships on the streaming front that you have either had a hand in or been able to steer, if we do see the absence of a major player in Twitter, and perhaps you know i’m looking too far out into the future, but where would some of that social side of the conversation overflow into?
Donna Orender: You know, it’s really interesting. I can say that what we have is a technological backbone that has tremendous potential to grow in so many ways. Yes, streaming, and also, you know, we don’t know exactly, in terms of sports, what that’s going to be. I saw Adam Silver said recently, you know, “We don’t know where it’s going to be in three years, or five years, but you know maybe we should bring in an NBA game and just show you the last two minutes.” And ya know, there’s a company called Buzzer, like wouldn’t that be interesting for us to partner with, to be able to bring that form of customer service, right? We talk about this as a technology, but truthfully, we’re servicing customers all over the world. Wouldn’t that be interesting? So, I think what this offers us is a tremendous flexibility and a use of imagination to create customers’ goods, services, and content in ways that we’ve talked about imagining for many, many years but now maybe really much more realistic in executing.
Brad Smith: David Falk, GOAL board member and senior advisor, Donna Orender, GOAL board member and former president of the WNBA, thank you so much for taking the time here on the day. We really do appreciate it. David, you’ll be happy to know that I’m going to be playing basketball tomorrow, some pick-up games in my Air Jordans, as well.
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Participants in the Solicitation
Goal Acquisition, Digital Virgo and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Goal Acquisition’s shareholders in connection with the Proposed Business Combination. Information regarding the directors and executive officers of Goal Acquisition and their ownership of Goal Acquisition common stock is set forth in Goal Acquisition’s final prospectus filed with the SEC on February 11, 2021 in connection with Goal Acquisition’s initial public offering. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Goal Acquisition’s shareholders in connection with the Proposed Business Combination will be s included in the proxy statement that Goal Acquisition intends to file with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will be included in the proxy statement that Goal Acquisition intends to file with the SEC. You may obtain free copies of these documents as described above.
Additional Information About the proposed business combination and Where to Find It
In connection with the Proposed Business Combination, Goal Acquisition intends to file relevant materials with the SEC, including a proxy statement. Goal Acquisition urges its investors, shareholders and other interested persons to read, when available, the proxy statement filed with the SEC and documents incorporated by reference therein because these documents will contain important information about Goal Acquisition, Digital Virgo and the Proposed Business Combination. The final proxy statement, a proxy card, and other relevant documents will be mailed to the shareholders of Goal Acquisition as of the record date established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of Goal Acquisition and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with Goal Acquisition’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the Proposed Business Combination because they will contain important information about Goal Acquisition, Digital Virgo and the Proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement, the final proxy statement and other relevant materials in connection with the transaction without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Goal Acquisition Corp., Attention: William T. Duffy, Telephone (888) 717-7678. The information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated by reference into, and is not a part of, this communication.