Goal Acquisitions (US:PUCK)2024-12-27 01:19PART I. FINANCIAL INFORMATION This section presents the company's unaudited financial statements and related disclosures Item 1. Financial Statements Unaudited financial statements and notes highlight net losses and substantial doubt regarding the company's going concern Condensed Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates Condensed Balance Sheet Highlights (Unaudited): | Metric | September 30, 2024 | December 31, 2023 | | :--------------------------------------- | :------------------- | :------------------ | | Total Assets | $3,635,033 | $3,332,338 | | Total Liabilities | $15,785,207 | $12,551,270 | | Marketable securities held in trust account | $1,889,883 | $2,862,207 | | Common stock subject to possible redemption | $1,758,304 (173,017 shares) | $2,853,639 (266,350 shares) | | Accumulated Deficit | $(13,909,207) | $(12,073,300) | Condensed Statements of Operations This section details the company's revenues, expenses, and net income or loss over specific periods Condensed Statements of Operations Highlights (Unaudited): | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | | :--------------------------------------- | :------------------------------ | :------------------------------ | | Net (loss) income | $(593,608) | $17,576 | | Interest income on marketable securities held in trust account | $26,796 | $727,593 | | Change in fair value of warrant liability | $(1,335) | $(2,195) | | Change in fair value of Forward Purchase Agreement liability | $(5,769) | — | | Operating costs and business combination expenses | $555,066 | $541,446 | | Provision for income taxes | $(58,235) | $(166,376) | | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(1,920,550) | $(563,863) | | Interest income on marketable securities held in trust account | $90,002 | $3,731,792 | | Change in fair value of warrant liability | $4,013 | $(14,747) | | Change in fair value of Forward Purchase Agreement liability | $(5,769) | — | | Operating costs and business combination expenses | $1,679,476 | $3,533,446 | | Provision for income taxes | $(321,294) | $(776,956) | Condensed Statements of Changes in Stockholders' Deficit This section outlines changes in the company's stockholders' deficit, including net loss and redemption-related adjustments Condensed Statements of Changes in Stockholders' Deficit Highlights (Unaudited): | Metric | As of September 30, 2024 | As of January 1, 2024 | | :--------------------------------------- | :----------------------- | :-------------------- | | Total Stockholders' Deficit | $(13,908,478) | $(12,072,571) | | Change Item | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2024 | | :--------------------------------------- | :------------------------------ | :----------------------------- | | Remeasurement of common stock subject to possible redemption | $(27,906) | $122,555 (Q1 2024) | | Excise tax payable attributable to redemption of common stock | $(4,460) | $(5,546) (Q1 2024) | | Net loss | $(593,608) | $(1,920,550) | | Change Item | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2023 | | :--------------------------------------- | :------------------------------ | :----------------------------- | | Remeasurement of common stock subject to possible redemption | $(798,317) | $(4,385,361) | | Excise tax payable attributable to redemption of common stock | $(913,982) | $(2,568,874) | | Net income (loss) | $17,576 | $(563,863) | Condensed Statements of Cash Flows This section presents the company's cash inflows and outflows from operating, investing, and financing activities Condensed Statements of Cash Flows Highlights (Unaudited): | Cash Flow Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(1,082,027) | $(1,242,553) | | Net cash provided by investing activities | $1,062,326 | $256,985,360 | | Net cash used in financing activities | $(281,904) | $(255,222,068) | | Net Change in Cash | $(301,605) | $520,739 | | Cash – Ending | $2,141 | $531,636 | Supplemental Disclosure of Non-cash Financing Activities: | Non-cash Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Remeasurement of common shares subject to redemption | $(94,649) | $4,385,361 | | Excise tax payable attributable to redemption of common stock | $10,007 | $2,568,874 | | Accrual of amount to be funded by Sponsor for overwithdrawal of Trust Account | $1,559,470 | — | Notes to Unaudited Condensed Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed financial statements Note 1 — Organization, Business Operations and Going Concern The SPAC faces substantial doubt about its going concern due to insufficient capital and mandatory May 8, 2025 liquidation - The company is a blank check company (SPAC) incorporated on October 26, 2020, for the purpose of effecting a business combination149 - As of September 30, 2024, the company had not yet commenced any operations and generates non-operating income from interest on marketable securities held in the trust account150 - The company faces substantial doubt about its ability to continue as a going concern due to insufficient capital and the mandatory liquidation date of May 8, 2025, if a business combination is not consummated or extended81272 - As of September 30, 2024, the company's net tangible assets were below the $5,000,001 threshold required for consummating an initial Business Combination49271 Note 2 — Significant Accounting Policies This note details accounting policies, including 'emerging growth company' status, temporary equity, derivative liabilities, and income taxes - The company is an 'emerging growth company' and has elected to delay the adoption of new or revised financial accounting standards90117249 - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with changes recognized immediately6394120292 - Warrant liabilities and the Forward Purchase Agreement liability are accounted for as derivative liabilities, measured at fair value at each reporting date, with changes recognized in the statement of operations6498125126276 Income Tax Provision Highlights (Unaudited): | Metric | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2024 | | :--------------------------------------- | :------------------------------ | :----------------------------- | | Provision for income taxes (interest and penalties) | $53,307 | $304,192 | | Effective Tax Rate | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2024 | | :--------------------------------------- | :------------------------------ | :----------------------------- | | Effective Tax Rate | (11.00%) | (20.16%) | | Statutory Rate | 21% | 21% | | Primary reasons for difference | Valuation allowance change, non-deductible business combination costs, interest and penalties | Valuation allowance change, non-deductible business combination costs, interest and penalties | Note 3 — Initial Public Offering The company completed its IPO on February 16, 2021, selling 22.5 million units at $10.00, placing $258.75 million in the Trust Account - The company consummated its IPO on February 16, 2021, selling 22,500,000 units at $10.00 per unit134151 - The underwriters fully exercised their over-allotment option on February 24, 2021, for an additional 3,375,000 units135153 - Following the IPO and over-allotment exercise, $258,750,000 was placed in the Trust Account107155 Note 4 — Private Units Concurrently with the IPO, the company sold Private Units to the Sponsor, generating $6.675 million in gross proceeds - Simultaneously with the IPO, 600,000 Private Units were sold to the Sponsor for $6,000,000152163258 - An additional 67,500 Private Units were sold with the over-allotment exercise, bringing total gross proceeds from Private Placements to $6,675,000137153258 Note 5 — Related Party Transactions This note details related party transactions, including Sponsor's Founder Shares, expense advances, and a Sponsor receivable for Trust Account funds - The Sponsor holds 6,468,750 Founder Shares138214 - The Expense Advancement Agreement with the Sponsor allows for advances up to $2,000,000 to fund company expenses, with $2,000,000 outstanding as of September 30, 202414178180 - A receivable of $1,559,470 is due from the Sponsor as of September 30, 2024, for Trust Account funds used for operating expenses and extension deposits79312 - As of September 30, 2024, there was a $942,232 balance owed under advances – related party182 Note 6 — Commitments & Contingencies The company is engaged in ICC arbitration against Digital Virgo for breach of the Business Combination Agreement, with potential losses under $2.0 million - The company commenced arbitration with the International Chamber of Commerce (ICC) against Digital Virgo in July 2023 to enforce its rights under the Amended and Restated Business Combination Agreement, which Digital Virgo purported to terminate3076183188 - The aggregate potential loss related to the various arbitrations is not expected to exceed $2.0 million184 - A Prepaid Forward Purchase Agreement provides up to $500,000 for litigation expenses, with an additional $250,000 for operating expenses added post-period189225 - As of the date of issuance, aggregate deployments under the Forward Purchase Agreement were approximately $747,000189 Note 7 — Stockholders' Deficit This note details common and preferred stock, and warrant terms, including exercisability, redemption, and expiration if no business combination - The company has 7,286,250 shares of common stock issued and outstanding (excluding redeemable shares) as of September 30, 2024214 - Public Warrants become exercisable 30 days after the completion of a Business Combination and can be redeemed if the common stock closing price equals or exceeds $18.00 for 20 trading days within a 30-trading day period191192 - Warrants will expire worthless if the company fails to complete a Business Combination within the Combination Period68307 - Private Warrants are identical to Public Warrants but are not transferable/assignable until 30 days after a Business Combination and are exercisable on a cashless basis217 Note 8 — Fair Value Measurements This note outlines the company's three-tier fair value hierarchy for financial instruments, detailing valuation methods for securities, warrants, and the FPA liability - The company uses a three-tier fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)195218 Fair Value Measurements as of September 30, 2024: | Instrument | Fair Value | Valuation Level | | :--------------------------------------- | :--------- | :-------------- | | Marketable securities held in trust account | $1,889,883 | Level 1 | | Warrant liabilities | $6,675 | Level 3 | | Forward Purchase Agreement liability | $459,551 | Level 3 | | Sponsor Loan Conversion Option | $0 | Level 3 | - Warrant liabilities are valued using a Monte Carlo simulation model with Level 3 inputs, including expected share-price volatility, expected life, risk-free interest rate, and dividend yield199 - The Forward Purchase Agreement liability is valued using a discounted cash flow analysis based on estimated repayment timing and litigation outcome probabilities, classified as a Level 3 valuation254 Note 9 — Subsequent Events Post-period, the Prepaid Forward Purchase Agreement was amended on October 24, 2024, for an additional $250,000 operating expense reimbursement - On October 24, 2024, the Prepaid Forward Purchase Agreement was amended to reflect an additional reimbursement of $250,000 available for the company's operating expenses225 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, liquidity, and capital resources, highlighting business combination challenges, net losses, and going concern doubt Overview This overview describes the company as a blank check company, its purpose, and its non-operating income sources - The company is a blank check company incorporated on October 26, 2020, formed for the purpose of effecting a business combination29149 - The company has not yet commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination150 - Non-operating income is generated from interest income on marketable securities held in the trust account and changes in the fair value of warrant liabilities150 Results of Operations This section analyzes the company's financial performance, detailing net income/loss and key non-operating income and expenses Results of Operations Summary (Unaudited): | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | | :--------------------------------------- | :------------------------------ | :------------------------------ | | Net (loss) income | $(593,608) | $17,576 | | Investment income on Trust Account | $26,796 | $727,593 | | Change in fair value of warrant liability | $(1,335) | $(2,195) | | Change in fair value of Forward Purchase Agreement liability | $(5,769) | — | | Operating costs and business combination expenses | $555,066 | $541,446 | | Provision for income taxes | $(58,235) | $(166,376) | | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(1,920,550) | $(563,863) | | Investment income on Trust Account | $90,002 | $3,731,792 | | Change in fair value of warrant liability | $4,013 | $(14,747) | | Change in fair value of Forward Purchase Agreement liability | $(5,769) | — | | Operating costs and business combination expenses | $1,679,476 | $3,533,446 | | Provision for income taxes | $(321,294) | $(776,956) | Proposed Business Combination The company's Business Combination Agreement with Digital Virgo was terminated, leading to arbitration and SEC abandonment of their registration statement - On February 8, 2023, the company entered into an Amended and Restated Business Combination Agreement with Goal Acquisitions Nevada Corp. and Digital Virgo Group1270 - The proposed transaction involves the company reincorporating as a Nevada corporation (Goal Nevada), followed by Digital Virgo acquiring all outstanding shares of Goal Nevada in exchange for Digital Virgo shares394174261 - Digital Virgo purported to unilaterally terminate the agreement in July 2023, leading the company to commence arbitration with the International Chamber of Commerce (ICC)3076188 - On April 29, 2024, the SEC issued an order declaring Digital Virgo's Registration Statement abandoned45 Extension and Redemptions The company repeatedly extended its business combination deadline, leading to significant public share redemptions and reduced Trust Account funds Summary of Charter Amendments and Redemptions: | Amendment | Approval Date | Extension To | Public Shares Redeemed | Aggregate Redemption Amount | | :--------------------------------------- | :------------ | :----------- | :--------------------- | :-------------------------- | | First Charter Amendment | Feb 7, 2023 | Aug 15, 2023 | 16,328,643 | $165,489,173 | | Second Charter Amendment | Aug 14, 2023 | Nov 14, 2023 | 8,708,098 | $91,398,232 | | Third Charter Amendment | Nov 8, 2023 | Feb 10, 2024 | 571,909 | $6,077,050 | | Fourth Charter Amendment | Feb 7, 2024 | Aug 8, 2024 | 52,181 | $554,562 | | Fifth Charter Amendment | Aug 6, 2024 | May 8, 2025 | 41,152 | $446,124 | - Following the Fifth Charter Amendment, 173,017 Public Shares remained outstanding35267 Liquidity, Capital Resources and Going Concern Significant liquidity challenges, a working capital deficit, and low net tangible assets raise substantial doubt about the company's going concern - As of September 30, 2024, the company had a working capital deficit of $13,573,831 and net tangible assets below the $5,000,001 threshold for consummating an initial Business Combination4849238271 - These conditions, along with the mandatory liquidation date of May 8, 2025, raise substantial doubt about the company's ability to continue as a going concern81272 - There is uncertainty regarding the applicability of the Investment Company Act, which could lead to the company being deemed an unregistered investment company and forced to liquidate, potentially reducing returns for public stockholders525383242273274 - The company has recorded a 1% excise tax liability of $2,639,651 as of September 30, 2024, attributable to common stock redemptions86 Critical Accounting Policies and Estimates Critical accounting policies include derivative liabilities and redeemable common stock, with ongoing evaluation of new accounting pronouncements - The company's critical accounting policies include derivative liabilities (warrants and Forward Purchase Agreement liability) and common stock subject to possible redemption, which require significant management estimates and judgments6498126245246276 - The adoption of ASU 2020-06 (Debt with Conversion and Other Options) is not expected to have a material impact on the company's financial position, results of operations, or cash flows104248 - The company is currently evaluating the impact of adopting ASU 2023-09 (Income Taxes) and ASU 2023-07 (Segment Reporting), effective for annual periods beginning after December 15, 2024, and December 15, 2023, respectively33105132 JOBS Act As an 'emerging growth company' under the JOBS Act, the company benefits from relaxed reporting requirements and delayed accounting standard adoption - The company qualifies as an 'emerging growth company' under the JOBS Act117249295 - This status allows the company to delay the adoption of new or revised accounting pronouncements and provides exemptions from certain reporting requirements, such as auditor attestation and full executive compensation disclosures90117249295 Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information for this item250284 Item 4. Controls and Procedures Disclosure controls were ineffective due to material weaknesses in complex financial instrument accounting, trust asset safeguarding, and accruals; remediation is underway - Disclosure controls and procedures were not effective as of September 30, 2024280 - Material weaknesses were identified in (i) classification related to accounting for complex financial instruments, (ii) proper safeguarding of trust assets and monitoring process of trust funds, and (iii) accruals251 - Remediation efforts include increased communication among personnel and third-party professionals, expanded review processes for complex securities, and establishing additional monitoring and oversight controls252281296315 - There was no change in internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting during the fiscal quarter ended September 30, 2024253297 PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings and exhibits Item 1. Legal Proceedings The company commenced ICC arbitration against Digital Virgo for breach of the Business Combination Agreement, with Digital Virgo asserting a counterclaim - The company commenced ICC arbitration against Digital Virgo in September 2023 for breach of the Amended and Restated Business Combination Agreement299 - Digital Virgo has asserted a counterclaim for a 'Termination Fee'299 - There is no other material litigation, arbitration, or governmental proceeding currently pending against the company or its officers/directors299 Item 1A. Risk Factors As a smaller reporting company, the registrant is not required to provide risk factor disclosures - As a smaller reporting company, the registrant is not required to provide the information required by this Item284 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported during the period - None to report300 Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported during the period - None to report285316 Item 4. Mine Safety Disclosures This item is not applicable to the company's operations - Not applicable286301 Item 5. Other Information No Rule 10b5-1 trading plans were adopted or terminated by directors or executive officers - None of the company's directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the fiscal quarter ended September 30, 2024286302 Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including key agreements, certifications, and XBRL taxonomy documents - Exhibits include the Amended and Restated Business Combination Agreement and the Agreement and Plan of Merger289 - Certifications of the Chief Executive Officer and Chief Financial Officer are included289 - Inline XBRL Taxonomy Extension Schema, Label, Presentation, Calculation, and Instance Documents are filed288303317 Signatures This section contains the official signatures certifying the accuracy and completeness of the report - The report is signed by William T. Duffy, Chief Financial Officer (Principal Financial and Accounting Officer), on December 26, 2024318