Item
1.01 Entry Into A Material Definitive Agreement
Amended
and Restated Business Combination Agreement and Merger Agreement
On
February 8, 2023, Goal Acquisitions Corp., a Delaware corporation (the “Company”), entered into an Amended and Restated Business
Combination Agreement (the “Amended and Restated Business Combination Agreement”) with Goal Acquisitions Nevada Corp., a
Nevada corporation (“Goal Nevada”), Digital Virgo Group, a French corporation (société par actions simplifiée)
(“Digital Virgo”), all shareholders of Digital Virgo (the “Digital Virgo Shareholders”), and IODA S.A., in its
capacity as the “DV Shareholders Representative” (as defined in the Amended and Restated Business Combination Agreement),
which amends and restates the Business Combination Agreement, dated as of November 17, 2022, by and among the Company, Digital Virgo,
and certain other parties in its entirety.
Concurrently
with the execution of the Amended and Restated Business Combination Agreement, the Company and Goal Nevada entered into an Agreement
and Plan of Merger (the “Merger Agreement”), pursuant to which the Company will, prior to the Closing (as defined below),
reincorporate as a Nevada corporation by merging with and into Goal Nevada, a newly-formed wholly-owned subsidiary of the Company, with
Goal Nevada surviving the merger (the “Reincorporation Merger”).
Pursuant
to the Amended and Restated Business Combination Agreement and after the consummation of the Reincorporation Merger, Digital Virgo will
acquire all of the outstanding shares of Goal Nevada whereby the outstanding shares of Goal Nevada will be exchanged for shares of Digital
Virgo by means of a statutory share exchange under Nevada law (the “Exchange”). The time of the closing of the Exchange is
referred to herein as the “Closing.” The date of the Closing is referred to herein as the “Closing Date.”
The
Amended and Restated Business Combination Agreement and the Exchange, as well as the Merger Agreement and the Reincorporation Merger,
were approved by the board of directors of the Company.
Below
is a description of the Amended and Restated Business Combination Agreement and the Exchange, as well as the Merger Agreement and the
Reincorporation Merger. The description below does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Amended and Restated Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by
reference herein and the Merger Agreement, a copy of which is attached hereto as Exhibit 2.2 and is incorporated by reference herein.
The
Reincorporation Merger and the Exchange
Subject
to, and in accordance with, the terms and conditions of the Merger
Agreement, the Company will, prior to the Closing, reincorporate as a Nevada corporation
by merging with and into Goal Nevada, a newly-formed wholly-owned subsidiary of the Company, with Goal Nevada surviving the merger. Each
unit of the Company (which is comprised of one share of common stock of the Company and one warrant to purchase one share of common stock
of the Company), share of common stock of the Company and warrant to purchase shares of common stock of the Company issued and outstanding
immediately prior to the effective time of the Reincorporation Merger will be converted, respectively, into units of Goal Nevada, shares
of common stock of Goal Nevada and warrants to purchase shares of common stock of Goal Nevada (respectively, “Goal Nevada Units,”
“Goal Nevada Shares” and “Goal Nevada Warrants”) on a one-for-one basis, which will have substantially identical
rights, preferences and privileges as the units sold in the Company’s initial public offering and simultaneous private placement,
the Company’s common stock, par value $0.0001 per share, and the warrants which were included in the units that were sold in the
Company’s initial public offering and simultaneous private placement.
Pursuant
to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, Digital Virgo will
effect a series of related transactions, in each case, upon the terms and subject to the conditions set forth in the Amended and Restated
Business Combination Agreement, including the following:
| ● | Prior
to the Closing, Digital Virgo will convert into a French public limited company (société
anonyme); |
| ● | After
the conversion into a French public limited company (société anonyme)
and prior to the Closing, Digital Virgo and the Digital Virgo Shareholders intend to effect
a placement of ordinary shares of Digital Virgo to certain institutional and other investors
(the “PIPE Investors”) through both primary and/or secondary offerings (the “PIPE
Investment”), including the sale of a number of Digital Virgo ordinary shares held
by the Digital Virgo Shareholders in exchange for $125,000,000 in cash; |
| ● | Immediately
after the PIPE Investment, Digital Virgo will (i) effect a reverse share split of all of
its existing shares pursuant to a conversion parity which is expected to be 10 to 26, including
the shares purchased by the PIPE Investors in the PIPE Investment, (ii) change the par value
of all such existing shares from €0.10 to €0.26 and (iii) rename all such existing
shares to Class A ordinary shares (the “Digital Virgo Class A Ordinary Shares”)
(together, the “Reverse Share Split”). Immediately after the completion of the
Reverse Share Split, the Digital Virgo Class A Ordinary Shares held by IODA S.A., the controlling
shareholder of Digital Virgo, will be converted into Class B preferred shares, par value
€0.26 per share of Digital Virgo (the “Digital Virgo Class B Shares”), on
a one-for-one basis, with such shares having identical rights to the Digital Virgo Class
A Ordinary Shares except that the Digital Virgo Class B Shares will have two votes for each
share |
Subject
to, and in accordance with, the terms and conditions of the Amended
and Restated Business Combination Agreement, at the Closing, (i) Digital Virgo will acquire
all of the issued outstanding Goal Nevada Shares pursuant to articles of exchange filed with the Nevada Secretary of State in accordance
with the Nevada Revised Statutes, whereby each issued and outstanding Goal Nevada Share will be exchanged for one Digital Virgo Class
A Ordinary Share by means of a statutory share exchange under Nevada law (the “Exchange”) and (ii) each Goal Nevada Warrant
will be automatically exchanged for one warrant issued by Digital Virgo that will be exercisable for one Digital Virgo Class A Ordinary
Share. All outstanding Goal Nevada Units will be separated into their underlying securities immediately prior to the Exchange.
In
addition, at the Closing, (i) 5,000,000 Class C preferred shares, par value €0.26 per share, of Digital Virgo (the “DV Earnout
Shares”) will be issued to and deposited with one or more escrow agents and will be disbursed to the Digital Virgo Shareholders,
in whole or in part, after the Closing, if both an earnout milestone based on “EBITDA” (as defined in the Amended and Restated
Business Combination Agreement) and a share price milestone are met and (ii) 1,293,750 Class C preferred shares, par value €0.26
per share, of Digital Virgo (the “Sponsor Earnout Shares”) will be issued to and deposited with an escrow agent and will
be disbursed to Goal Acquisitions Sponsor LLC (the “Sponsor”), after the Closing, if a share price milestone is met. The
earnout milestone will be met if Digital Virgo’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 DV Earnout Escrow Shares will be released to the Digital Virgo Shareholders. The share price
milestone will be met if Digital Virgo’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, in which case 2,500,000 DV Earnout Escrow Shares will be released to the Digital Virgo
Shareholders and all of the Sponsor Earnout Shares will be released to the Sponsor. Any DV Earnout Shares remaining in the earnout escrow
account that have not been released to the Digital Virgo Shareholders will be released to Digital Virgo, and any Sponsor Earnout Shares
remaining in the earnout escrow account that have not been released to the Sponsor will be released to Digital Virgo. The Class C preferred
shares of Digital Virgo will have identical rights to the Digital Virgo Class A Ordinary Shares except that the Class C preferred shares
will have no voting rights. If and when the Class C preferred shares are released from escrow to the Digital Virgo Shareholders or the
Sponsor, as applicable, such shares shall be automatically be converted into Digital Virgo Class A Ordinary Shares, on a one-for-one
basis, with full voting rights as of their respective date of disbursement by the escrow agent. “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).
As
described below, the Sponsor has agreed to forfeit 646,875 shares of common stock of the Company for no consideration effective as of
the Closing.
Representations
and Warranties; Covenants
The
parties to the Amended and Restated 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 Amended and Restated Business Combination
Agreement will not survive the Closing.
In
addition, the parties to the Amended and Restated 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 transactions contemplated by the Amended and Restated Business Combination Agreement (the “Transactions”) 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 Amended and Restated 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 Digital Virgo 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
Digital Virgo 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 Digital Virgo 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 Amended and Restated Business
Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Transactions 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 Amended and Restated Business
Combination Agreement and as of the Closing Date, subject to materiality and material adverse effect qualifiers set forth in the Amended
and Restated 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) the
absence of a legal prohibition on consummating the Transactions, (vi) approval by the Company’s stockholders and the consummation
of the Reincorporation Merger, (vii) approval of a listing application on Nasdaq for the Digital Virgo Class A Ordinary Shares,
(viii) 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 and the Transactions, but without giving effect
to payment of any of the parties’ transaction expenses, plus any amounts delivered to the Company or Digital Virgo at or prior
to the Closing pursuant to any investments) is equal to or greater than $20,000,000, (ix) the delivery of a fully executed and binding
committed capital on demand facility for at least $100,000,000 (or a lesser amount as determined by Digital Virgo) of post-Closing capital
(the “CCOD”), (x) the Company having at least $5,000,001 of net tangible assets remaining after giving effect to redemptions
and (xi) dissenters’ rights under Nevada law not being available in connection with the Exchange.
Termination
The
Amended and Restated 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
Digital Virgo, (ii) upon any injunction or other governmental order preventing the consummation of the Transactions 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 April 30, 2023 (the “Termination
Date”), provided, that the Termination Date shall be automatically extended for two (2) months if the Closing shall not have occurred
by April 30, 2023, (v) by Digital Virgo, if the Company fails to consummate the Transactions following the satisfaction of the conditions
to the Company’s closing, (vi) by Digital Virgo, if the Company fails to consummate the Transactions prior to the Termination Date
(as such date may be extended, if at all) 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 Digital Virgo fails to consummate the Transactions following the satisfaction
of the conditions to Digital Virgo’s closing.
Digital
Virgo will be obligated to pay the Company a termination fee of $2,000,000 if the Amended and Restated
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 Amended and
Restated Business Combination Agreement is terminated by Digital Virgo pursuant to clauses (v) or (vi) of the preceding paragraph.
Note
Regarding the Amended and Restated Business Combination Agreement
The
Amended and Restated 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 Amended
and Restated Business Combination Agreement. The Amended and Restated Business Combination
Agreement has been included as Exhibit 2.1 hereto to provide investors with information regarding its terms. It is not intended
to provide any other factual information about the parties to the Amended and Restated Business
Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Amended
and Restated Business Combination Agreement, which were made only for purposes of the Amended
and Restated Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Amended
and Restated 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 Amended
and Restated 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 Amended
and Restated Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other
terms of the Amended and Restated 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 Amended
and Restated Business Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s
public disclosures.
Other
Agreements
The
Amended and Restated Business Combination Agreement contemplates the execution of various
additional agreements and instruments, including, among others, the following:
Amended
and Restated Sponsor Support Agreement
Concurrently
with the execution of the Amended and Restated Business Combination Agreement, the Sponsor
and certain other persons parties thereto entered into an Amended and Restated Sponsor Support
Agreement (the “Amended and Restated Sponsor Support Agreement”), which amends
and restates the Sponsor Support Agreement, dated as of November 17, 2022, by and among the Sponsor and certain other parties in its
entirety, 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 Transactions and each of the other proposals presented by the Company at the special meeting
of stockholders with respect to the Transactions, (ii) waive its redemption rights with respect to its shares of common stock of the
Company in connection with the Transactions and (iii) not transfer any securities of the Company until the Closing or termination of
the Amended and Restated Business Combination Agreement (except in limited circumstances).
The
foregoing description of the Amended and Restated Sponsor Support Agreement does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Amended and Restated Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
Amended
and Restated Investor Rights Agreement
Concurrently
with the execution of the Amended and Restated Business Combination Agreement, Digital Virgo,
the Company, the Sponsor, the Digital Virgo Shareholders and certain other persons parties thereto entered into an Amended
and Restated Investor Rights Agreement (the “Amended and Restated Investor
Rights Agreement”), which amends and restates the Investor Rights Agreement, dated as of November 17, 2022, by and among the Company,
Sponsor, the Digital Virgo Shareholders and certain other parties in its entirety. Pursuant to the Amended
and Restated Investor Rights Agreement, (i) the board of directors of Digital Virgo shall be comprised of thirteen (13) directors
at and immediately following the Closing, of which, five (5) individuals shall be proposed by the Sponsor (the “Sponsor Directors”)
for so long as the Sponsor and the “Other Holders” (as defined in the Amended and Restated
Investor Rights Agreement, and their respective permitted transferees) own at least 50% of the number of the Digital Virgo Shares
owned by the Sponsor and the Other Holders on the Closing Date (which shall be reduced to three (3) individuals if that percentage drops
to 25%) and eight (8) individuals shall be proposed by the Digital Virgo Shareholders (acting through their representative, IODA S.A.)
for so long as the Digital Virgo Shareholders (and their permitted transferees) own at least 50% of the number of the Digital Virgo Shares
owned by the Digital Virgo Shareholders on the Closing Date (which shall be reduced to five (5) individuals if that percentage drops
to 25%), (ii) the board of directors of Digital Virgo shall be divided into three classes of directors, with each class serving for staggered
three-year terms, provided that the Sponsor Directors shall be Class III directors, (iii) the Sponsor shall be able to propose two (2)
non-voting board observers, (iv) the Digital Virgo Shareholders shall be able to propose one (1) non-voting board observer, (v) Digital
Virgo 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 (vi)
the Digital Virgo Shareholders, the Sponsor and the Other Holders agree to a six (6) month lock-up period for their Digital Virgo Shares,
subject to certain exceptions, provided that the Digital Virgo Shares held by 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 Amended and Restated Investor Rights Agreement does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Amended and Restated Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.2
and is incorporated herein by reference.
Amended
and Restated Initial Shareholders Forfeiture Agreement
Concurrently
with the execution of the Amended and Restated Business Combination Agreement, the Sponsor
and the Company entered into an Amended and Restated Initial Shareholders Forfeiture Agreement (the “Amended and Restated Initial
Shareholders Forfeiture Agreement”), which amends and restates the Initial Shareholders Forfeiture Agreement,
dated as of November 17, 2022, by and between the Sponsor and the Company in its entirety, pursuant to which the Sponsor agreed to forfeit
646,875 shares of common stock of the Company for no consideration effective as of the Closing.
The
foregoing description of the Amended and Restated Initial
Shareholders Forfeiture Agreement does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Amended and Restated Initial Shareholders Forfeiture Agreement,
a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.