Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 is an investor presentation dated March 2023 that Goal
Acquisitions Corp. (the "Company" or "Goal") and Digital Virgo Group ("Digital
Virgo") have prepared for use in connection with the Business Combination
Agreement (the "Business Combination Agreement") among the Company, 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 100% of the share capital
of Digital Virgo from Sellers (the "Transaction").
The information in this Item 7.01 and Exhibit 99.1 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 communication 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
communication, 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 Digital Virgo 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 communication. Forward-looking
statements in this communication 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 Digital Virgo 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 10, 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 communication represent
the views of Goal and Digital Virgo as of the date of this communication. 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 communication. 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 communication. 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 communication 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 communication. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Participants in the Solicitation
Goal, Digital Virgo and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from Goal's shareholders in
connection with the proposed business combination. Information regarding the
directors and executive officers of Goal and their ownership of Goal common
stock is set forth in Goal's final prospectus filed with the SEC on February 11,
2021 in connection with Goal'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 included in the proxy statement that Digital Virgo
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 Digital Virgo
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 intends to file
relevant materials with the SEC, including a proxy statement. Goal 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,
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 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 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'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, 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 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 communication is not incorporated by reference into, and is
not a part of, this communication.
No Offer or Solicitation
This communication 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 Investor Presentation March 2023
104 The cover page of this Current Report on Form 8-K, formatted in
Inline XBRL.
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GOAL ACQUISITIONS CORP. 