Goal Acquisitions Corp. (Nasdaq: PUCK) (“Goal”), a publicly traded
special purpose acquisition company, announced that on February 7,
2023 its shareholders approved an extension to extend the period of
time to consummate an initial business combination to March 18,
2023, subject to extension by the Board of Directors for up to five
additional thirty-day periods. More than 89% of shareholders voted
in favor of the extension, 9,546,357 public shares remain
outstanding, and Goal expects to have approximately $97,029,243
remaining in the trust account.
As previously announced on November 17, 2022 and described in
greater detail in a Current Report on Form 8-K filed by Goal with
the Securities and Exchange Commission (the “SEC”) on November 17,
2022, Goal and Digital Virgo Group (“Digital Virgo”), a global
leader providing access to mobile content, entertainment, and
commerce payable on a phone bill, that is building a one
destination hub enabling users to access the services and products
they want with just a mobile device—no credit card or bank account
needed, using carrier billing solutions or alternative payment
methods, entered into a business combination agreement. The
business combination agreement was amended and restated as of
February 8, 2023 (the “Amended and Restated Business Combination
Agreement”) as described in greater detail in a Current Report on
Form 8-K filed with the SEC on February 10, 2023.
Upon closing of the business combination, Digital Virgo is
expected to be the publicly traded entity for the combined company.
Closing is conditioned upon, among other things, regulatory and
shareholder approval.
About Digital Virgo
Digital Virgo enables worldwide access to mobile content,
entertainment, and commerce—all payable on a phone bill using
carrier billing solutions, or alternative payment methods. Offering
a global hub that connects merchants with telecom operators,
Digital Virgo facilitates the deployment, integration, and
optimization of mobile payment and distribution solutions to give
end users a secure and frictionless experience. Operating in 40+
countries and with more than 2 billion connected users, Digital
Virgo’s global network of local offices allows the company to roll
out scalable and sustainable mobile experiences worldwide. For more
information, visit digitalvirgo.com.
About Goal Acquisitions
Goal Acquisitions Corp. is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization, or other similar
business combination with one or more business entities. For more
information visit www.goalacquisitions.com.
No Offer or Solicitation
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
No Assurances
There can be no assurance that the proposed business combination
will be completed, nor can there be any assurance, if the business
combination is completed, that the potential benefits of combining
the companies will be realized. The description of the business
combination contained herein is qualified in its entirety by
reference to the definitive agreements relating to the business
combination, copies of which have been filed by Goal with the SEC
as an exhibit to a Current Report on Form 8-K on November 17, 2022
and, with respect to the Amended and Restated Combination Agreement
on Form 8-K filed with the SEC on February 10, 2023.
Participants in the Solicitation
Goal and Digital Virgo and their respective directors and
executive officers may be considered participants in the
solicitation of proxies from Goal’s stockholders with respect to
the potential transaction described in this press release under the
rules of the SEC. Information about the directors and executive
officers of Goal and their ownership of Goal’s securities is set
forth in Goal’s Final Prospectus filed with the SEC on February 16,
2021. Additional information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
Goal’s stockholders in connection with the potential transaction
will be set forth in the preliminary and definitive proxy
statements when those are filed with the SEC. These documents are
available free of charge at the SEC’s website at www.sec.gov or by
directing a request to Goal Acquisitions Corp., Attention: William
T. Duffy, telephone: (888) 717-7678.
Additional Information about the Proposed Business
Combination and Where to Find It
Digital Virgo has submitted with the SEC a Registration
Statement on Form F-4 (as may be amended, the “Registration
Statement”), which includes a preliminary proxy statement of Goal
and a prospectus in connection with the proposed business
combination involving Goal, Goal Acquisitions Nevada Corp. and
Digital Virgo pursuant to the business combination agreement by and
among the parties. STOCKHOLDERS OF GOAL AND OTHER INTERESTED
PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY AND
DEFINITIVE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AS
WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT
GOAL, DIGITAL VIRGO AND THE BUSINESS COMBINATION. THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO STOCKHOLDERS OF GOAL
AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE BUSINESS
COMBINATION. ONCE AVAILABLE, STOCKHOLDERS OF GOAL WILL ALSO BE ABLE
TO OBTAIN A COPY OF THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC WITHOUT CHARGE, BY DIRECTING A REQUEST
TO: GOAL ACQUISITIONS CORP., ATTENTION: WILLIAM T. DUFFY,
TELEPHONE: (888) 717-7678. THE PRELIMINARY AND DEFINITIVE PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS, ONCE
AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SEC’S
WEBSITE (WWW.SEC.GOV).
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,” “may,”
“will,” “expect,” “continue,” “should,” “would,” “anticipate,”
“believe,” “seek,” “target,” “predict,” “potential,” “seem,”
“future,” “outlook” or other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean
that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, (1) statements
regarding estimates and forecasts of financial and performance
metrics and projections of market opportunity and market share; (2)
references with respect to the anticipated benefits of the proposed
business combination and the projected future financial performance
of Goal and Digital Virgo’s operating companies following the
proposed business combination; (3) changes in the market for
Digital Virgo’s products and services and expansion plans and
opportunities; (4) Digital Virgo’s unit economics; (5) the sources
and uses of cash of the proposed business combination; (6) the
anticipated capitalization and enterprise value of the combined
company following the consummation of the proposed business
combination; (7) the projected technological developments of
Digital Virgo and its competitors; (8) anticipated short- and
long-term customer benefits; (9) current and future potential
commercial and customer relationships; (10) the ability to
manufacture efficiently at scale; (11) anticipated investments in
research and development and the effect of these investments and
timing related to commercial product launches; and (12)
expectations related to the terms and timing of the proposed
business combination. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of Digital Virgo’s and Goal’s
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Digital Virgo and Goal. These forward-looking
statements are subject to a number of risks and uncertainties,
including the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination agreement; the risk that the business
combination disrupts current plans and operations as a result of
the announcement and consummation of the transactions described
herein; the inability to recognize the anticipated benefits of the
business combination; the lack of a third-party fairness opinion in
determining whether or not to pursue the proposed business
combination; the ability to obtain or maintain the listing of
Digital Virgo on The Nasdaq Stock Market, following the business
combination, including having the requisite number of shareholders;
costs related to the business combination; changes in domestic and
foreign business, market, financial, political and legal
conditions; risks relating to the uncertainty of certain projected
financial information with respect to Digital Virgo; Digital
Virgo’s ability to successfully and timely develop, manufacture,
sell and expand its technology and products, including implement
its growth strategy; Digital Virgo’s ability to adequately manage
any supply chain risks, including the purchase of a sufficient
supply of critical components incorporated into its product
offerings; risks relating to Digital Virgo’s operations and
business, including information technology and cybersecurity risks,
failure to adequately forecast supply and demand, loss of key
customers and deterioration in relationships between Digital Virgo
and its employees; Digital Virgo’s ability to successfully
collaborate with business partners; demand for Digital Virgo’s
current and future offerings; risks that orders that have been
placed for Digital Virgo’s products are cancelled or modified;
risks related to increased competition; risks relating to potential
disruption in the transportation and shipping infrastructure,
including trade policies and export controls; risks that Digital
Virgo is unable to secure or protect its intellectual property;
risks of product liability or regulatory lawsuits relating to
Digital Virgo’s products and services; risks that the
post-combination company experiences difficulties managing its
growth and expanding operations; the uncertain effects of the
COVID-19 pandemic and certain geopolitical developments; the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any required
shareholder or 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 outcome of any legal proceedings
that may be instituted against Digital Virgo or Goal or other
following announcement of the proposed business combination and
transactions contemplated thereby; the ability of Digital Virgo to
execute its business model, including market acceptance of its
planned products and services and achieving sufficient production
volumes at acceptable quality levels and prices; technological
improvements by Digital Virgo’s peers and competitors; and those
risk factors discussed in documents of Goal and Digital Virgo which
were filed, or are to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Goal nor Digital Virgo presently know or that Goal and
Digital Virgo currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Goal’s and Digital Virgo’s expectations, plans or forecasts
of future events and views as of the date of this press release.
Goal and Digital Virgo anticipate that subsequent events and
developments will cause Goal’s and Digital Virgo’s assessments to
change. However, while Goal and Digital Virgo may elect to update
these forward-looking statements at some point in the future, Goal
and Digital Virgo specifically disclaim any obligation to do so.
Readers are referred to the most recent reports filed with the SEC
by Goal. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made,
and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contacts
For inquiries regarding Digital Virgo, please contact: www.digitalvirgo.com/contact.
Media
For Digital Virgo media inquiries, please contact Communications Director Émilie Roussel:
press@digitalvirgo.com
For Goal Acquisitions media inquiries, please contact:
press@goalacquisitions.com
Investors
For investor inquiries at Digital Virgo, please contact:
ir@digitalvirgo.com
For investor inquiries at Goal Acquisitions, please contact:
info@goalacquisitions.com
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