Goal Acquisitions Corp. - FORM 8-K - February 16, 2021

Attached files

file filename
EX-99.2 - Goal Acquisitions Corp.ex99-2.htm
EX-99.1 - Goal Acquisitions Corp.ex99-1.htm
EX-10.5 - Goal Acquisitions Corp.ex10-5.htm
EX-10.4 - Goal Acquisitions Corp.ex10-4.htm
EX-10.3 - Goal Acquisitions Corp.ex10-3.htm
EX-10.2 - Goal Acquisitions Corp.ex10-2.htm
EX-10.1 - Goal Acquisitions Corp.ex10-1.htm
EX-4.1 - Goal Acquisitions Corp.ex4-1.htm
EX-3.1 - Goal Acquisitions Corp.ex3-1.htm
EX-1.2 - Goal Acquisitions Corp.ex1-2.htm
EX-1.1 - Goal Acquisitions Corp.ex1-1.htm

 

 

 

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): February 10, 2021

 

GOAL ACQUISITIONS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39395   84-4720320
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

13001 W. Hwy 71, Suite 201

Austin Texas 78738

(Address of Principal Executive Offices) (Zip Code)

 

(888) 717-7678

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] 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 common stock and one redeemable warrant   PUCKU   The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share   PUCK   The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share   PUCKW   The Nasdaq Stock Market LLC

 

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 [X]

 

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 1.01. Entry into a Material Definitive Agreement.

 

On February 10, 2021 the Registration Statement on Form S-1 (SEC File No. 333-252303) (the “Registration Statement”) relating to the initial public offering of units of Goal Acquisitions Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (“SEC”).

 

On February 10, 2021, the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware on February 11, 2021. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated February 10, 2021 as filed with the SEC on February 11, 2021. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.

 

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 1.01 is hereby incorporated by reference.

 

Item 8.01. Other Events.

 

On February 10, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On February 16, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
     
1.1   Underwriting Agreement between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.
     
1.2   Business Combination Marketing Agreement between the Company and EarlyBirdCapital, Inc.
     
3.1   Amended and Restated Certificate of Incorporation.
     
4.1   Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.
     
10.1   Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.
     
10.2   Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholders.
     
10.3   Registration Rights Agreement between the Company and certain security holders.
     
10.4   Letter Agreement, by and among the Company and its officers, its directors, the Sponsor and other initial stockholders.
     
10.5   Subscription Agreement between the Company and the Sponsor.
     
99.1   Press Release.
     
99.2   Press Release.

 

 

 

 

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.

 

Dated: February 16, 2021

 

  GOAL ACQUISITIONS CORP.
     
  By: /s/ William T. Duffy
  Name: William T. Duffy
  Title: Chief Financial Officer and Chief Operating Officer