Item
1.01 Entry Into A Material Definitive Agreement
Business
Combination Agreement
On
November 17, 2022, Goal Acquisitions Corp., a Delaware corporation (the “Company”), entered into a Business Combination Agreement
(the “Business Combination Agreement”) with Digital Virgo Group, a French corporation (société par actions
simplifiée) (“Digital Virgo”), all shareholders of Digital Virgo (“Sellers”), and IODA S.A., in its
capacity as the “Seller Representative” (as defined in the Business Combination Agreement), pursuant to which the Company
will acquire one hundred percent (100%) of the share capital of Digital Virgo from Sellers (the “Transaction”). The time
of the closing of the Transaction is referred to herein as the “Closing.” The date of the Closing of the Transaction is referred
to herein as the “Closing Date.”
The
Business Combination Agreement and the Transaction were approved by the board of directors of the Company.
Below
is a description of the Business Combination Agreement and the Transaction. The description below does not purport to be complete and
is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as
Exhibit 2.1 and is incorporated by reference herein.
The
Transaction and Consideration
Subject
to, and in accordance with, the terms and conditions of the Business Combination Agreement, at the Closing, Sellers
will transfer to the Company, and the Company will acquire from Sellers, one hundred percent (100%) of the share capital of Digital Virgo.
As
consideration and in exchange therefor, the Company will pay to Seller consideration (the “Closing
Consideration”) having a value equal to $513,000,000 plus the amount of cash that Digital Virgo has at Closing minus the amount
of financial indebtedness that Digital Virgo has outstanding at Closing, which Closing Consideration will be paid $125,000,000
in cash and the remainder in newly-issued shares of common stock of the Company (based on a value of $10 per share) (the “Common
Stock”). Certain of the Sellers may be able to elect to receive shares of preferred shares of the Company which are listed on Nasdaq
following the Closing (to the extent the Company can issue such shares at the Closing) up to an aggregate amount of $100,000,000 in lieu
of shares of Common Stock.
At
the Closing, the Common Stock will consist of the existing common stock of the Company, which will be renamed “Class A common stock”,
and Class B common Stock of the Company, par value $0.0001 per share. The Class B common stock will have two votes per share, and will
only be issued to IODA S.A, which is the controlling shareholder of Digital Virgo.
In
addition, at the Closing, 5,000,000 shares of Common Stock (the “Seller Earnout Escrow Shares”) will be deposited into an
earnout escrow account and will be released, in whole or part, to Sellers if a share price milestone is met and an earnout milestone
is met. The share price milestone will be met if the Company’s share price is equal to or greater than $15.00 for at least 20 out
of 30 consecutive trading days (counting only those trading days in which there is trading activity) from the period starting from the
date immediately following the Closing Date and ending on December 31, 2026 (the “Share Price Milestone”), in which case
2,500,000 Seller Earnout Escrow Shares will be released to Sellers. The earnout milestone will be met if the Company’s EBITDA for
any fiscal year ending on or before December 31, 2027 is equal or greater than $60,000,000, in which case 2,500,000 Seller Earnout Escrow
Shares will be released to Sellers. Any Seller Earnout Escrow Shares remaining in the earnout escrow account that have not been released
to Sellers will held by the Company as treasury shares or canceled by the Company. “EBITDA” means the “Adjusted
EBITDA” of Digital Virgo as currently calculated by Digital Virgo for its reporting requirements under its existing credit facility,
which is a non-GAAP measure and should not be construed as more relevant measures of operational performance than financial information
under generally accepted accounting principles (GAAP).
In
addition, at the Closing, 1,293,750 shares of Common Stock (the “Initial Shareholders Earnout Escrow Shares”) will be deposited
into an earnout escrow account and will be released to Goal Acquisitions Sponsor LLC (the “Sponsor”) if the Share Price milestone
is met. Any Initial Shareholders Earnout Escrow Shares remaining in the earnout escrow account that have not been released to the Sponsor
will be held by the Company as treasury shares or canceled by the Company. As described below, the Sponsor has agreed to
forfeit 646,875 shares of Common Stock for no consideration effective as of the Closing.
Representations
and Warranties; Covenants
The
parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type.
Except in certain limited instances, the representations and warranties made under the Business Combination Agreement will not survive
the Closing.
In
addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this
type, including, among others, (i) a covenant of each party to use its commercially reasonable efforts to cause the Transaction to be
consummated in an expeditious manner, (ii) a covenant of the Company to convene a special meeting
of the stockholders of the Company to approve the stockholder proposals, except that the board of directors of the Company may fail to
make, amend, change, withdraw, modify, withhold or qualify its recommendation (a “Change in Recommendation”) in response
to an Intervening Event (as defined in the Business Combination Agreement, which does not include matters relating to an alternative
transaction) if it determines in good faith, after consultation with its outside legal counsel and financial advisors, that a failure
to make a Change in Recommendation would be a breach by the board of directors of its fiduciary obligations to the Company’s stockholders
under applicable law, (iii) covenants providing that the parties will not solicit,
initiate, submit, facilitate, discuss or negotiate any inquiry, proposal or offer with respect to any alternative transaction, (iv)
a covenant by the Seller Representative to deliver to the Company audited financial statements that have been audited in accordance with
PCAOB auditing standards by a PCAOB qualified auditor and other audited and unaudited financial statements of Digital Virgo that are
required to be included in the proxy statement, and (v) if the Company or the Seller Representative has received a proposal that it believes
is superior to the proposed committed capital on demand facility (“CCOD”), for which the Company has received a term sheet,
a covenant by the Company and the Seller Representative to discuss the terms of such proposal in good faith and whether to proceed with
such proposal instead of the proposed CCOD.
Conditions
to Each Party’s Obligations
Under
the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Transaction
are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others,
(i) the accuracy of representations and warranties as of the signing of the Business Combination Agreement and as of the Closing Date,
subject to materiality and material adverse effect qualifiers set forth in the Business Combination Agreement, (ii) material compliance
with pre-closing covenants, (iii) no material adverse effect both for the Company and Digital Virgo, (iv) the delivery of customary closing
certificates, (v) exercise of certain stock options outstanding at a subsidiary of Digital Virgo and the acquisition by Digital Virgo
of such shares, (vi) receipt of certain regulatory approvals, (vii) the absence of a legal prohibition on consummating the Transaction,
(viii) approval by the Company’s stockholders, (ix) approval of a listing application on Nasdaq for newly issued shares, (x) the
“Available Cash” (which is defined to include the amount released from the Company’s trust account, after giving effect
to redemptions, repayment of the Company’s working capital loans, if any, and the Transaction, including payment of the
cash portion of the Closing Consideration, but without giving effect to payment of any of the parties’ transaction expenses, plus
any amounts delivered to the Company at or prior to the Closing pursuant to any investments) is equal to or greater than $20,000,000,
(xi) the delivery by the Company of a fully executed and binding CCOD for at least $100,000,000 of post-Closing capital
meeting certain terms set forth in the Business Combination Agreement and (xii) the Company having at least US$5,000,001 of net
tangible assets remaining after giving effect to redemptions.
Termination
The
Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing,
including, among others, (i) by mutual written consent of the Company and the Seller Representative, (ii) upon any injunction or other
governmental order preventing the consummation of the Transaction which shall have become final and non-appealable, (iii) upon a material
breach of any representation, warranty, covenant or agreement (subject to an opportunity to cure, if such violation or breach is capable
of being cured), (iv) if the Closing has not occurred by February 15, 2023 (the “Termination Date”), which Termination Date
shall automatically be extended for a three (3)-month period if the Closing has not occurred by reason of (A) the SEC review process
taking longer than anticipated resulting in the special meeting being unable to be held prior to the Termination Date or (B) regulatory
approvals are not received prior to Termination Date, and such failure in closing on or before the Termination Date is not due to the
breach of the Business Combination Agreement by the party seeking to terminate, (v) by the Seller Representative, if the Company fails
to consummate the Transaction following the satisfaction of the conditions to the Company’s closing, (vi) by the Seller Representative,
if the Company fails to consummate the Transaction prior to the Termination Date as a result of the Company’s failure to satisfy
the Available Cash closing condition and/or the CCOD closing condition, and (vii) by the Company, if any Seller fails to consummate the
Transaction following the satisfaction of the conditions to Sellers’ closing.
Digital
Virgo will be obligated to pay the Company a termination fee of $2,000,000 if the Business Combination Agreement is terminated by the
Company pursuant to clause (vii) of the preceding paragraph.
The
Company will be obligated to pay Digital Virgo a termination fee of $2,000,000 if the Business Combination Agreement is terminated by
the Seller Representative pursuant to clauses (v) or (vi) of the preceding paragraph.
Note
Regarding Business Combination Agreement
The
Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of
the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made
for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the
parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included as an
exhibit hereto to provide investors with information regarding its terms. It is not intended to provide any other factual information
about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained
in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates,
were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting
parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities
and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements,
or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination
Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement
may be subject to subsequent waiver or modification by the parties in their sole discretion without prior public notice. Moreover, information
concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Other
Agreements
The
Business Combination Agreement contemplates the execution of various additional agreements and instruments, including, among others,
the following:
Sponsor
Support Agreement
Concurrently
with the execution of the Business Combination Agreement, the Sponsor and certain other persons parties thereto entered into a Sponsor
Support Agreement (the “Sponsor Support Agreement”), acknowledged by the Company and the Seller Representative, pursuant
to which each of the Sponsor and such other persons has agreed to, among other things, (i) vote all of its shares of common stock of
the Company in favor of the Transaction and each of the other proposals presented by the Company at the special meeting of stockholders
with respect to the Transaction, (ii) waive its redemption rights with respect to its shares of common stock of the Company in connection
with the Transaction and (iii) not transfer any securities of the Company until the Closing or termination of the Business Combination
Agreement (except in limited circumstances).
The
foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Investor
Rights Agreement
Concurrently
with the execution of the Business Combination Agreement, the Company, the Sponsor, Sellers and certain other persons parties thereto
entered into an Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, the
parties to the Investor Rights Agreement have agreed that (i) the board of directors of the Company shall be comprised of eleven (11)
directors at and immediately following the Closing, of which, four (4) individuals shall be nominated by the Sponsor (the “Sponsor
Directors”) for so long as the Sponsor and the “Other Holders” (as defined in the Investor Rights Agreement,
and their respective permitted transferees) own at least 50% of the number of shares of Common Stock owned by the Sponsor and the Other
Holders on the Closing Date (which shall be reduced to two (2) individuals if that percentage drops to 25%) and seven (7) individuals
shall be nominated by Sellers (acting through the Seller Representative) for so long as Sellers (and their permitted transferees) own
at least 50% of the number of shares of Common Stock owned by Sellers on the Closing Date (which shall be reduced to four (4) individuals
if that percentage drops to 25%), (ii) the board of directors of the Company shall be divided into three classes of directors, with each
class serving for staggered three-year terms and the Sponsor Directors shall be in the class, (iii) the Sponsor shall be able to appoint
two (2) non-voting board observers, (iv) the Company will agree to undertake certain resale shelf registration obligations in accordance
with the U.S. Securities Act of 1933, as amended (the “Securities Act”) and certain holders have been granted customary demand
and piggyback registration rights, and (v) Sellers agree to a six (6) month lock-up period for the shares of Common Stock, subject to
certain customary exceptions; provided that IODA S.A. will be subject to additional transfer restrictions if such transfer would result
in a default or event of default under Digital Virgo’s existing credit facility.
The
foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Initial
Shareholders Forfeiture Agreement
Concurrently
with the execution of the Business Combination Agreement, the Sponsor and the Company entered into an Initial Shareholders Forfeiture
Agreement (the “Initial Shareholders Forfeiture Agreement”), pursuant to which the Sponsor agreed to forfeit 646,875 shares
of Common Stock for no consideration effective as of the Closing.
The
foregoing description of the Initial Shareholders Forfeiture
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Initial Shareholders Forfeiture Agreement, a copy of which is attached hereto as
Exhibit 10.3 and is incorporated herein by reference.
