M&A - Goal Acquisitions Corp.

Form Type: PRE 14A

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000164117225003813

Filing Summary: Goal Acquisitions Corp. is holding a Special Meeting of Stockholders to discuss proposals that include amendments to the company's charter to extend the deadline for consummating an initial business combination to February 8, 2026. This extension is crucial as the company intends to finalize the Digital Virgo Business Combination, which has faced challenges due to a unilateral termination notice alleging unmet conditions. The company has initiated arbitration to resolve these issues and plans to evaluate alternative business combinations if necessary. Additional proposals include an amendment to the Investment Management Trust Agreement regarding liquidation timelines and the option for adjournments of the meeting. Public stockholders will have redemption rights, and if the proposals are not approved or the merger fails, the company may have to cease operations and liquidate by redeeming shares held by public stockholders, completely extinguishing their rights. Nasdaq has communicated compliance issues, but the company continues to seek a resolution to avoid delisting.

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