Current Report Filing (8-k)
06 August 2022 - 7:25AM
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2022-08-02
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2022-08-02
2022-08-02
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GOAC:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member
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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): August 2, 2022
GO Acquisition
Corp.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39424 |
|
85-1429879 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
450
W 14th Street
New York,
NY |
|
10014 |
(Address of principal executive offices) |
|
(Zip Code) |
(212) 883-4330
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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 Class A Common Stock and one-third of one Warrant |
|
GOAC.U |
|
The New York Stock Exchange |
Class A Common Stock, par value $0.0001 per share |
|
GOAC |
|
The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
GOAC WS |
|
The New York Stock Exchange |
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 ☒
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On August 2, 2022, the New York Stock Exchange
(the “NYSE”) notified GO Acquisition Corp. (the “Company”), and publicly announced, that the NYSE determined to
commence proceedings to delist the Company’s warrants, each exercisable for one share of the Company’s Class A common stock,
from the NYSE and that trading in the Company’s warrants would be suspended immediately, due to "abnormally low" trading
price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company previously announced on June 17, 2022 that (i)
the Company would redeem its outstanding shares of Class A common stock as promptly as practicable following (but not more than 10 business
days after) August 7, 2022, as it intends to discontinue its pursuit of an initial business combination and (ii) all outstanding warrants
of the Company will be cancelled with effect on the redemption date. Accordingly, the Company does not intend to appeal the NYSE’s
determination.
Item 8.01 Other Events.
On August 5, 2022, the Company issued a press release announcing
it will redeem all of its outstanding Class A common stock, par value $0.0001, effective as of the close of business on August 17, 2022,
because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate
of Incorporation. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.
|
GO
ACQUISITION CORP. |
|
|
|
By: |
/s/ Alejandro San Miguel |
|
Name: |
Alejandro San Miguel |
|
Title: |
Vice President and Secretary |
Date: August 5, 2022
2
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