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)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.

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.

Date: September 25, 2020

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