Blog: GOAL ACQUISITIONS CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

Furnished as Exhibit 99.1 hereto are the forms of email notices to be provided
to Digital Virgo Group’s employees, customers, and partners, and the Company’s
investors and partners.

Furnished as Exhibit 99.2 hereto are the forms of social media posts to be
provided by officers, directors, and other related persons of Digital Virgo
Group and the Company.

Furnished as Exhibit 99.3 is an updated press release issued by the Company and
Digital Virgo Group on November 17, 2022, which updates the press release dated
November 16, 2022.

The information in this Item 7.01 and Exhibits 99.1, 99.2, and 99.3 attached
hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this press release that are not historical facts
are forward-looking statements for purposes of the safe harbor provisions under
the United States Private Securities Litigation Reform Act of 1995. In some
cases, you can identify forward-looking statements by the following words:
“may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing,” “target,” “seek” or the negative or plural of these
words, or other similar expressions that are predictions or indicate future
events or prospects, although not all forward-looking statements contain these
words. Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including strategies or
plans as they relate to the proposed transaction, are also forward-looking
statements. These statements involve risks, uncertainties and other factors that
may cause actual results, levels of activity, performance or achievements to be
materially different from those expressed or implied by these forward-looking
statements. Although each of Goal and Digital Virgo believes that there is a
reasonable basis for each forward-looking statement contained in this press
release, each of Goal and Digital Virgo caution you that these statements are
based on a combination of facts and factors currently known and projections of
the future, which are inherently uncertain. In addition, there will be risks and
uncertainties described in the proxy statement relating to the proposed
transaction, which is expected to be filed by Goal with the SEC, and other
documents filed by Goal from time to time with the SEC. These filings may
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those expressed or implied
in the forward-looking statements in this press release. Forward-looking
statements in this press release include statements regarding the proposed
transaction, including the timing and structure of the transaction, the proceeds
of the transaction and the benefits of the transaction. Neither Goal nor Digital
Virgo can assure you that the forward-looking statements in this p will prove to
be accurate. These forward-looking statements are subject to a number of risks
and uncertainties, including: Digital Virgo’s ability to enter into agreements
with telecommunications companies, content providers, and end users of its
mobile payment services; Digital Virgo’s dependence on advertising networks on
the internet and mobile devices and the impact of recent changes in demand for
internet and mobile advertising; risks associated with operating
internationally, including currency risks and legal, compliance, and execution
risks of operating internationally; risks associated with the competitiveness of
the mobile payment and targeted online advertising markets; risks associated
with the regulation of targeted advertising, payment services,
telecommunications, and the processing of personal data; the volatility of
economic conditions in emerging markets where Digital Virgo conducts business;
risks associated with the development of mobile networks upon which Digital
Virgo relies in conducting its business; Digital Virgo’s ability to manage its
rapid growth; Digital Virgo’s ability to keep pace with technological
innovations in the mobile payment services and targeted online advertising
sectors; risks associated with Digital Virgo’s acquisitions and geographic
expansion strategy; Digital Virgo’s ability to maintain favorable terms with its
key suppliers; risks associated with the non-recovery of receivables from
customers; risks associated with the non-recovery of debts from telecom
operators or aggregators; risks associated with Digital Virgo’s business
relationships with telecom operators and advertising clients; Digital Virgo’s
ability to obtain content under attractive conditions; risks associated with
cash flow and liquidity; risks associated with intellectual property; the
potential inability of the parties to successfully or timely consummate the
proposed business combination; the risk that any 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 approval of the stockholders of Goal is not obtained;
the risk of failure to realize the anticipated benefits of the proposed business
combination; the amount of redemption requests made by Goal’s stockholders
exceeds expectations or current market norms; the ability of Digital Virgo or
the combined company to obtain equity or other financing in connection with the
proposed business combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations and inquiries;
the risk that the proposed business combination disrupts current plans and
operations as a result of the announcement and consummation of the transaction;
costs related to the proposed business combination; the impact of the global
COVID-19 pandemic; the effects of inflation and changes in interest rates; an
economic slowdown, recession or contraction of the global economy; a financial
or liquidity crisis; geopolitical factors, including, but not limited to, the
Russian invasion of Ukraine; global supply chain concerns; the status of debt
and equity markets (including, market volatility and uncertainty); and other
risks and uncertainties, including those risks to be included under the heading
“Risk Factors” in the proxy statement to be filed by Goal with the SEC and also
those included under the heading “Risk Factors” in Goal’s final prospectus
relating to its initial public offering dated February 16, 2021 and Goal’s other
filings with the SEC. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements as a
representation or warranty by Goal, Digital Virgo, their respective directors,
officers, affiliates, advisers or employees (or any other person) that Goal and
Digital Virgo will achieve their objectives and plans in any specified time
frame, or at all. The forward-looking statements in this press release represent
the views of Goal and Digital Virgo as of the date of this press release. Risks
in addition to those set forth herein may also materialize. Moreover, Goal’s and
Digital Virgo’s assumptions may prove to be incorrect. Actual results could
differ materially from the results implied or expressed by the forward-looking
statements in this press release. There may also be additional risks that
neither Goal nor Digital Virgo presently know, or that neither Goal nor Digital
Virgo currently believe are material, that could also cause actual results to
differ from those contained in the forward-looking statements. In addition,
forward-looking statements do not reflect Goal’s or Digital Virgo’s
expectations, plans or forecasts of future events and views after the date of
this press release. Subsequent events and developments may cause Goal’s and
Digital Virgo’s assessments to materially change. While the Goal and Digital
Virgo may choose to update these forward-looking statements in the future, there
is no current intention or plan to do so. Except to the extent required by
applicable law, neither Goal nor Digital Virgo undertakes to update, supplement
or amend any of the forward-looking statements in this press release at any time
after the date hereof. You should, therefore, not rely on these forward-looking
statements as representing the views of Goal or Digital Virgo as of any date
subsequent to the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.

Participants in the Solicitation

Goal Acquisition, Digital Virgo and their respective directors and executive
officers may be deemed participants in the solicitation of proxies from Goal
Acquisition’s shareholders in connection with the Proposed Business Combination.
Information regarding the directors and executive officers of Goal Acquisition
and their ownership of Goal Acquisition common stock is set forth in Goal
Acquisition’s final prospectus filed with the SEC on February 11, 2021 in
connection with Goal Acquisition’s initial public offering. Information
regarding the persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Goal Acquisition’s shareholders in connection with
the Proposed Business Combination will be s included in the proxy statement that
Goal Acquisition intends to file with the SEC. Additional information regarding
the interests of participants in the solicitation of proxies in connection with
the Proposed Business Combination will be included in the proxy statement that
Goal Acquisition intends to file with the SEC. You may obtain free copies of
these documents as described above.

Additional Information About the proposed business combination and Where to Find
It

In connection with the Proposed Business Combination, Goal Acquisition intends
to file relevant materials with the SEC, including a proxy statement. Goal
Acquisition urges its investors, shareholders and other interested persons to
read, when available, the proxy statement filed with the SEC and documents
incorporated by reference therein because these documents will contain important
information about Goal Acquisition, Digital Virgo and the Proposed Business
Combination. The final proxy statement, a proxy card, and other relevant
documents will be mailed to the shareholders of Goal Acquisition as of the
record date established for voting on the Proposed Business Combination and will
contain important information about the Proposed Business Combination and
related matters. Shareholders of Goal Acquisition and other interested persons
are advised to read, when available, these materials (including any amendments
or supplements thereto) and any other relevant documents in connection with Goal
Acquisition’s solicitation of proxies for the meeting of shareholders to be held
to approve, among other things, the Proposed Business Combination because they
will contain important information about Goal Acquisition, Digital Virgo and the
Proposed Business Combination. Shareholders will also be able to obtain copies
of the preliminary proxy statement, the final proxy statement and other relevant
materials in connection with the transaction without charge, once available, at
the SEC’s website at http://www.sec.gov or by directing a request to: Goal Acquisition
Corp., Attention: William T. Duffy, Telephone (888) 717-7678. The information
contained on, or that may be accessed through, the websites referenced in this
press release is not incorporated by reference into, and is not a part of, this
press release.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed
business combination and shall not constitute an offer to sell or a solicitation
of an offer to buy any securities nor shall there be any sale of securities in
any state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                 Exhibit
99.1            Forms of email notices to Digital Virgo Group's employees,
              customers, and partners, and Goal Acquisition Corp's investors and
              partners.

99.2            Forms of social media posts by officers, directors, and other
              related persons of Digital Virgo Group and Goal Acquisition Corp.

99.3            Updated press release issued by Goal Acquisitions Corp. and
              Digital Virgo Group on November 17, 2022.

104           The cover page of this Current Report on Form 8-K, formatted in
              Inline XBRL.

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