| Organization, Business Operations and Going Concern | Organization, Business Operations and Going Concern Organization
and General Goal
Acquisitions Corp. (the “Company”) was incorporated in Delaware on October 26, 2020. The Company was formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic
region for purposes of consummating a Business Combination, the Company intends to focus on businesses that service the sports industry.
The Company is in an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with
early stage and emerging growth companies. As
of December 31, 2022, the Company had not yet commenced any operations. All activity from October 26, 2020 (inception) through December
31, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the
closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of
interest income on marketable securities held in the trust account and will recognize changes in the fair value of warrant liabilities
as other income (expense). Financing The
registration statement for the Company’s IPO was declared effective on February 10, 2021 (the “Effective Date”). On
February 16, 2021, the Company consummated the IPO of 22,500,000 10.00 225,000,000 Simultaneously
with the closing of the IPO, the Company consummated the sale of 600,000 10.00 6,000,000 The
Company granted the underwriters in the IPO a 45-day option to purchase up to 3,375,000 3,375,000 10.00 33,750,000 67,500 675,000 Transaction
costs amounted to $5,695,720 consisting of $5,175,000 of underwriting discount, and $520,720 of other offering costs. Trust
Account Following
the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of the over-allotment option on February 24, 2021,
$ 258,750,000 10.00 Initial
Business Combination; Trust Agreement Amendment; Charter Amendment The
Company will provide holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated
to be $ 10.00 On
February 7, 2023, the Company’s stockholders approved an amendment (the “Trust Agreement Amendment”) to the Investment
Management Trust Agreement, dated February 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”)
(the “Trust Agreement”), to change the date on which Continental must commence liquidation of the amount on deposit in the
trust account (the “Trust Account”) established in connection with the Company’s initial public offering from February
16, 2023 to March 18, 2023, subject to extension by the board of directors for up to five additional thirty-day periods (the latest of
which such date (August 15, 2023 if the board of directors exercises all five extensions) is referred to as the “New Termination
Date”). See Note 10. On
February 7, 2023, the Company’s stockholders also approved an amendment (the “Charter Amendment”) to the Amended and
Restated Certificate of Incorporation of the Company (the “Charter”) to (i) extend the initial period of time by which the
Company has to consummate an initial business combination to the New Termination Date and (ii) make other administrative and technical
changes in the Charter in connection with the New Termination Date, in each case, pursuant to an amendment in the form set forth in Annex
A of the proxy statement the Company filed with the SEC on January 9, 2023. The Company filed the Charter Amendment with the Secretary of State
of the State of Delaware on February 8, 2023. See Note 10. In
connection with the Company’s stockholders’ approval and implementation of the Charter Amendment, the holders of 16,328,643 10.13 165,489,172 9,546,357 96,751,378 The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or
upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the then outstanding shares
of common stock present and entitled to vote at the meeting to approve the Business Combination are voted in favor of the Business Combination.
If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons,
the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange
Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be
included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required
by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks
stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note
5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder
may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding
the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender
offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with
whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% or more of the Public Shares, without the prior consent of the Company. The
Sponsor and the Company’s officers and directors have agreed (a) to waive redemption rights with respect to the Founder Shares
and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the
Charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial Business Combination and certain amendments to the Charter or to redeem 100% of its Public Shares if the Company does not complete
a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with
any such amendment. The
Company will have until the New Termination Date to complete a Business Combination (the “Combination Period”). If the Company
is unable to complete a Business Combination within the Combination Period and stockholders do not approve any further amendment to the
Charter to further extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable,
and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of
clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants,
which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The
holders of the Founder Shares have agreed to waive liquidation distributions with respect to such shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in or after the IPO, such Public
Shares would be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination
within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available
for distribution will be less than the IPO price per Unit ($10.00). In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such
lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in
the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to
$100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity
of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not
be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor
will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (with the exception
of its independent registered public accountant), prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Amended
and Restated Business Combination Agreement and Merger Agreement On
February 8, 2023, 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 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 in the
Merger Agreement), 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
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. The
Amended and Restated Business Combination Agreement contains customary representations, warranties and covenants of the parties thereto.
The consummation of the transactions contemplated by the Amended and Restated Business Combination Agreement is subject to certain conditions
as further described therein. The
Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed
Merger is subject to certain conditions as further described in the Merger Agreement. 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 Pursuant
to the Amended and Restated 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 125,000,000
● 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 0.26 1,293,750 0.26 60,000,000 2,500,000 15.00 2,500,000 The
Sponsor has agreed to forfeit 646,875 Other
Agreements The
Amended and Restated Business Combination Agreement contemplates the execution of various additional agreements and instruments, including,
among others, an Amended and Restated Sponsor Support Agreement, Amended and Restated Investor Rights Agreement, and Amended and Restated
Initial Shareholders Forfeiture Agreement. Liquidity,
Capital Resources and Going Concern As
of December 31, 2022, the Company had $ 10,897 in
cash and a working capital deficit of $ 3,943,153 .
In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s initial stockholders,
or certain of our officers and directors may, but are not obligated to, provide us with working capital loans. There are currently no
amounts outstanding under any working capital loans. See Note 5 for a description of all the Sponsor and other related party funding
transactions. In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or its
affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes a Business Combination, the Company
will repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment.
Up to $ 1,500,000 10.00 The
Company will need to raise additional capital through loans or additional investments from the Sponsor, stockholders, officers, directors,
or third parties. The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company funds, from
time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital
needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital,
the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to,
curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide
any assurance that new financing will be available to us on commercially acceptable terms, if at all. In
connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards
Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties
about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 15, 2023, assuming the Board of Directors
approves all five 30-day extensions approved by the Company’s stockholders to consummate a business combination. It is uncertain
that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this
date and an extension of the period of time the Company has to complete a business combination has not been approved by the Company’s
stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company has determined that the Company’s
insufficient capital and mandatory liquidation, should a business combination not occur, and an extension not approved by the stockholders
of the Company, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going
concern one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company be required to liquidate after August 15, 2023. The Company intends to continue to complete a business
combination, including the Transaction, before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation
date as of the date that these financial statements were issued. The
Company’s financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification
of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks
and Uncertainties Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company,
the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further,
the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements
and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as
of the date of these financial statements. Under
the current rules and regulations of the SEC we are not deemed an investment company for purposes of the Investment Company Act of 1940
(the “Investment Company Act”); however, on March 30, 2022, the SEC proposed new rules (the “Proposed Rules”)
relating, among other matters, to the circumstances in which SPACs such as us could potentially be subject to the Investment Company
Act and the regulations thereunder. The Proposed Rules provide a safe harbor for companies from the definition of “investment company”
under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration
limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically,
to comply with the safe harbor, the Proposed Rules would require a company to file a Current Report on Form 8-K announcing that it has
entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date
of the SPAC’s registration statement for its initial public offering. The company would then be required to complete its initial
business combination no later than 24 months after the effective date of such registration statement. There
is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. We did
not enter into a definitive business combination agreement within 18 months after the effective date of our registration statement relating
to our initial public offering and there is a risk that we may not complete our initial business combination within 24 months of such
date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we
were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete
an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able
to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock
and warrants following such a transaction. Currently,
the funds in our trust account are held only in money market funds investing solely in U.S. government treasury obligations and meeting
certain conditions under Rule 2a-7 under the Investment Company Act. The Investment Company Act defines an investment company as any
issuer which (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting,
or trading in securities; (ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment
type, or has been engaged in such business and has any such certificate outstanding; or (iii) is engaged or proposes to engage in the
business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities
having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated
basis. The
longer that the funds in the trust account are held in money market funds, there is a greater risk that we may be considered an unregistered
investment company. In the event we are deemed an investment company under the Investment Company Act, whether based upon our activities,
the investment of our funds, or as a result of the Proposed Rules being adopted by the SEC, we may determine that we are required to
liquidate the money market funds held in our trust account and may thereafter hold all funds in our trust account in cash until the earlier
of consummation of our business combination or liquidation. As a result, if we were to switch all funds to cash, we will likely receive
minimal interest, if any, on the funds held in our trust account after such time, which would reduce the dollar amount our public stockholders
would receive upon any redemption or liquidation of our Company. Inflation
Reduction Act of 2022 On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic
(i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the
repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1%
of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax,
repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of
stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury
(the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or
avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by stockholders
to extend the period of time to complete a Business Combination or otherwise, may be subject to the excise tax. Whether and to what extent
the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on
a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with a Business Combination,
extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other
equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued
within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In
addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company’s ability to complete a Business Combination, including the Transaction. At
this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision.
The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act
to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
