Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
February 14 2024 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
Goal
Acquisitions Corp.
(Name
of Issuer)
Common
stock, par value $0.0001 per share
(Title
of Class of Securities)
38021H107
(CUSIP
Number)
12600
Hill Country Blvd.
Building
R, Suite 275
Bee
Cave, TX 78738
Attn:
Alex Greystoke
(888)
717-7678
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
14, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 38021H107
1 |
NAME
OF REPORTING PERSON
Goal
Acquisitions Sponsor LLC |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
WC |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH* |
7 |
SOLE
VOTING POWER
4,114,750 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
4,114,750 |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,114,750 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.48% |
14 |
TYPE
OF REPORTING PERSON
OO |
1 |
NAME
OF REPORTING PERSON
Alexander
Greystoke |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
AF |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH* |
7 |
SOLE
VOTING POWER
4,114,750 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
4,114,750 |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,114,750 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.48% |
14 |
TYPE
OF REPORTING PERSON
IN |
1 |
NAME
OF REPORTING PERSON
Raghunath
Kilambi |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
AF |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH* |
7 |
SOLE
VOTING POWER
4,114,750 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
4,114,750 |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,114,750 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.48% |
14 |
TYPE
OF REPORTING PERSON
IN |
1 |
NAME
OF REPORTING PERSON
William
T. Duffy |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS
AF |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of American |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH* |
7 |
SOLE
VOTING POWER
4,114,750 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
4,114,750 |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,114,750 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.48% |
14 |
TYPE
OF REPORTING PERSON
IN |
SCHEDULE
13D/A
Item
2. |
Identity
and Background. |
Item
2 is hereby amended and restated in its entirety to read as follows:
This
statement is filed by Goal Acquisitions Sponsor LLC (the “Sponsor”), Alexander Greystoke (“Mr. Greystoke”), William
T. Duffy (“Mr. Duffy”) and Raghunath Kilambi (“Mr. Kilambi”, and together with the Sponsor, Mr. Greystoke and
Mr. Duffy, each of the foregoing a “Reporting Person”, and collectively, the “Reporting Persons”). The Sponsor
is managed by Mr. Greystoke, Mr. Duffy. and Mr. Kilambi. The Sponsor holds approximately 54.48% of the issued and outstanding shares
of the Issuer (7,552,600) based on the number of shares of common stock, $0.0001 par value per share (the “Common Stock”)
it beneficially owns (4,114,750).
The
Reporting Person’s business address is 12600 Hill Country Blvd., Building R, Suite 275, Bee Cave, TX 78738.
(d)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
The Sponsor is a Delaware limited liability company. Mr. Greystoke and Mr. Duffy are United States Citizens and Mr. Kilambi is a Canadian
Citizen.
Item
5. |
Interest
in Securities of the Issuer. |
Item
5 is hereby amended and restated in its entirety to read as follows:
(a) |
Amount beneficially
owned: 4,114,750 |
Percentage:
54.48%
(b) |
Number
of shares to which the Reporting Persons have: |
Sole
power to vote or to direct the vote: 4,114,750
Shared
power to vote or to direct the vote: 0
Sole
power to dispose or to direct the disposition of: 4,114,750
Shared
power to vote or to direct the vote: 0
The
Sponsor is managed by Mr. Greystoke, Mr. Duffy and Mr. Kilambi.
Redemptions
On
February 10, 2023, the stockholders of the Issuer redeemed an aggregate of 16,328,643 shares of the Issuer’s Common Stock included
in the units issued in the IPO for cash (the “Redemptions”) in connection with a stockholder vote to approve an amendment
to the Issuer’s amended and restated certificate of incorporation to extend the deadline for the Issuer to consummate an initial
business combination from February 16, 2023 to March 18, 2023, subject to extension by the Issuer’s board of directors for up to
five additional thirty-day periods. On August 14, the stockholders of the Issuer redeemed an aggregate of 8,708,098 shares in connection
with a stockholder vote to approve an amendment to the Issuer’s amended and restated certificate of incorporation to extend the
deadline for the Issuer to consummate an initial business combination from August 17, 2023 to November 15, 2023. On November 14, 2023,
the stockholders of the Issuer redeemed an aggregate of 571,909 shares in connection with a stockholder vote to approve an amendment
to the Issuer’s amended and restated certificate of incorporation to extend the deadline for the Issuer to consummate an initial
business combination from November 15, 2023 to February 10, 2024. On February 7, 2024, the stockholders of the Issuer redeemed an aggregate
of 52,181 shares in connection with a stockholder vote to approve an amendment to the Issuer’s amended and restated certificate
of incorporation to extend the deadline for the Issuer to consummate an initial business combination from February 10, 2024 to August
8, 2024. Following the Redemptions, an aggregate of 7,552,600 shares of the Company’s Common Stock remained issued and outstanding.
Accordingly, although the Sponsor did not acquire additional shares of Common Stock in connection with the Redemptions, following the
Redemptions the percentage of the Common Stock owned by the Sponsor increased to 54.48%.
Reporting Person | |
Amount beneficially owned | | |
Percent of Class | | |
Sole power to vote or to direct the vote | | |
Shared power to vote or to direct the vote | | |
Sole power to dispose or to direct the disposition | | |
Shared power to dispose or to direct the disposition | |
Goal Acquisitions Sponsor LLC | |
| 4,114,750 | | |
| 54.48 | % | |
| 4,114,750 | | |
| 0 | | |
| 4,114,750 | | |
| 0 | |
|
(c) |
Not applicable. |
|
|
|
(d) |
Not applicable. |
|
|
|
(e) |
Not applicable. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2024 |
GOAL
ACQUISITIONS SPONSOR LLC |
|
|
|
|
/s/
Alexander Greystoke |
|
Name: |
Alexander
Greystoke |
|
Title: |
Manager |
Goal Acquisition (NASDAQ:PUCKU)
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