Correspondence 0001493152-24-028588 from Goal Acquisitions Corp. (PUCK, PUCKU, PUCKW) (CIK 0001836100)
Goal Acquisitions Corp. (PUCK, PUCKU, PUCKW) (CIK 0001836100)
Date: July 19, 2024 · CIK: 0001836100 · Accession: 0001493152-24-028588
AI Filing Summary & Sentiment
File numbers found in text: 001-40026
Referenced dates: July 18, 2024
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Catherine De Lorenzo, Staff Attorney, Division of Corporation Finance, Office of Real Estate & Construction Preliminary Proxy Statement on Schedule 14A Filed July 9, 2024 File No. 001-40026
Re: Goal Acquisitions Corp.
Dear Ladies and Gentlemen:
On behalf of our client, Goal Acquisitions Corp. (the “Company”), we submit this letter setting forth the response of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated July 18, 2024 (the “Comment Letter”) with respect to the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”).
For your convenience, we have reproduced below in italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Proxy Statement.
Preliminary Proxy Statement on Schedule 14A
Proxy Statement, page 1
1. We note your disclosure on page 18 that the company’s securities have been delisted from The Nasdaq Stock Market LLC. Please provide more prominent disclosure about the delisting and the current trading of the company’s securities on the OTC Pink. Please also revise your risk factor disclosure on page 18 to describe the current material impacts of the delisting, such as the current impact on liquidity and your ability to complete a business combination.
Company Response. The Company acknowledges the Staff’s comment and has made the requested changes on pages 1 and 18 of the revised proxy statement.
Risk Factors, page 15
2. Please add risk factor disclosure regarding the likelihood that you may not be able to complete a business combination with Digital Virgo given their previous notice of the unilateral termination of the business combination and the current related arbitration. Please similarly revise disclosure on page 1 and elsewhere that you disclose Digital Virgo’s notice of termination. Also disclose the date the arbitration commenced 8.03(d) of the Business Combination Agreement, and if known, the timeline for resolution of the arbitration. Finally, please disclose whether you plan to seek another business combination before the New Termination Date if you are unable to complete the transaction with Digital Virgo as a result of the arbitration or otherwise.
Company Response. The Company acknowledges the Staff’s comment and has made the requested change on pages 1, 7, 15, 18, and 20 of the revised proxy statement.
We hope that the foregoing has been responsive to the Staff’s comments. Please direct any questions or comments regarding the foregoing to Steven Burwell at 212-969-3634.
Very
truly yours,
/s/
Steven Burwell
Show Raw Text
CORRESP
1
filename1.htm
July
19, 2024
Via
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Catherine De Lorenzo, Staff Attorney, Division of Corporation Finance, Office of Real Estate & Construction
Re:
Goal
Acquisitions Corp.
Preliminary
Proxy Statement on Schedule 14A
Filed
July 9, 2024
File
No. 001-40026
Dear
Ladies and Gentlemen:
On
behalf of our client, Goal Acquisitions Corp. (the “Company”), we submit this letter setting forth the response
of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated July 18, 2024 (the “Comment Letter”)
with respect to the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”).
For
your convenience, we have reproduced below in italics the text of the Comment Letter, followed by the Company’s response. Capitalized
terms used but not defined herein shall have the meanings assigned to such terms in the Proxy Statement.
Preliminary
Proxy Statement on Schedule 14A
Proxy
Statement, page 1
1.
We
note your disclosure on page 18 that the company’s securities have been delisted from The Nasdaq Stock Market LLC. Please provide
more prominent disclosure about the delisting and the current trading of the company’s securities on the OTC Pink. Please also
revise your risk factor disclosure on page 18 to describe the current material impacts of the delisting, such as the current impact
on liquidity and your ability to complete a business combination.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on pages 1 and 18 of the
revised proxy statement.
Risk
Factors, page 15
2.
Please
add risk factor disclosure regarding the likelihood that you may not be able to complete a business combination with Digital Virgo
given their previous notice of the unilateral termination of the business combination and the current related arbitration. Please
similarly revise disclosure on page 1 and elsewhere that you disclose Digital Virgo’s notice of termination. Also disclose
the date the arbitration commenced 8.03(d) of the Business Combination Agreement, and if known, the timeline for resolution of the
arbitration. Finally, please disclose whether you plan to seek another business combination before the New Termination Date if you
are unable to complete the transaction with Digital Virgo as a result of the arbitration or otherwise.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on pages 1, 7, 15, 18, and 20
of the revised proxy statement.
We
hope that the foregoing has been responsive to the Staff’s comments. Please direct any questions or comments regarding the foregoing
to Steven Burwell at 212-969-3634.
Very
truly yours,
/s/
Steven Burwell
cc:
William
Duffy
Goal
Acquisitions Corp.