Goal Acquisitions (PUCK) 8-KTransaction Expected to Enable Digital Virgo to Significantly Enhance its Growth and Expand into North America and Other Markets

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

November 17, 2022

GOAL ACQUISITIONS CORP.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (888) 717-7678

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.450 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 1.01 Entry Into A Material Definitive Agreement

Business Combination Agreement

On November 17, 2022, Goal Acquisitions Corp., a Delaware corporation (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Digital Virgo Group, a French corporation (société par actions simplifiée) (“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 one hundred percent (100%) of the share capital of Digital Virgo from Sellers (the “Transaction”). The time of the closing of the Transaction is referred to herein as the “Closing.” The date of the Closing of the Transaction is referred to herein as the “Closing Date.”

The Business Combination Agreement and the Transaction were approved by the board of directors of the Company.

Below is a description of the Business Combination Agreement and the Transaction. The description below does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

The Transaction and Consideration

Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, at the Closing, Sellers will transfer to the Company, and the Company will acquire from Sellers, one hundred percent (100%) of the share capital of Digital Virgo.

As consideration and in exchange therefor, the Company will pay to Seller consideration (the “Closing Consideration”) having a value equal to $513,000,000 plus the amount of cash that Digital Virgo has at Closing minus the amount of financial indebtedness that Digital Virgo has outstanding at Closing, which Closing Consideration will be paid $125,000,000 in cash and the remainder in newly-issued shares of common stock of the Company (based on a value of $10 per share) (the “Common Stock”). Certain of the Sellers may be able to elect to receive shares of preferred shares of the Company which are listed on Nasdaq following the Closing (to the extent the Company can issue such shares at the Closing) up to an aggregate amount of $100,000,000 in lieu of shares of Common Stock.

At the Closing, the Common Stock will consist of the existing common stock of the Company, which will be renamed “Class A common stock”, and Class B common Stock of the Company, par value $0.0001 per share. The Class B common stock will have two votes per share, and will only be issued to IODA S.A, which is the controlling shareholder of Digital Virgo.

In addition, at the Closing, 5,000,000 shares of Common Stock (the “Seller Earnout Escrow Shares”) will be deposited into an earnout escrow account and will be released, in whole or part, to Sellers if a share price milestone is met and an earnout milestone is met. The share price milestone will be met if the Company’s share price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from the period starting from the date immediately following the Closing Date and ending on December 31, 2026 (the “Share Price Milestone”), in which case 2,500,000 Seller Earnout Escrow Shares will be released to Sellers. The earnout milestone will be met if the Company’s EBITDA for any fiscal year ending on or before December 31, 2027 is equal or greater than $60,000,000, in which case 2,500,000 Seller Earnout Escrow Shares will be released to Sellers. Any Seller Earnout Escrow Shares remaining in the earnout escrow account that have not been released to Sellers will held by the Company as treasury shares or canceled by the Company. “EBITDA” means the “Adjusted EBITDA” of Digital Virgo as currently calculated by Digital Virgo for its reporting requirements under its existing credit facility, which is a non-GAAP measure and should not be construed as more relevant measures of operational performance than financial information under generally accepted accounting principles (GAAP).

In addition, at the Closing, 1,293,750 shares of Common Stock (the “Initial Shareholders Earnout Escrow Shares”) will be deposited into an earnout escrow account and will be released to Goal Acquisitions Sponsor LLC (the “Sponsor”) if the Share Price milestone is met. Any Initial Shareholders Earnout Escrow Shares remaining in the earnout escrow account that have not been released to the Sponsor will be held by the Company as treasury shares or canceled by the Company. As described below, the Sponsor has agreed to forfeit 646,875 shares of Common Stock for no consideration effective as of the Closing.

Representations and Warranties; Covenants

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. Except in certain limited instances, the representations and warranties made under the Business Combination Agreement will not survive the Closing.

In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, (i) a covenant of each party to use its commercially reasonable efforts to cause the Transaction to be consummated in an expeditious manner, (ii) a covenant of the Company to convene a special meeting of the stockholders of the Company to approve the stockholder proposals, except that the board of directors of the Company may fail to make, amend, change, withdraw, modify, withhold or qualify its recommendation (a “Change in Recommendation”) in response to an Intervening Event (as defined in the Business Combination Agreement, which does not include matters relating to an alternative transaction) if it determines in good faith, after consultation with its outside legal counsel and financial advisors, that a failure to make a Change in Recommendation would be a breach by the board of directors of its fiduciary obligations to the Company’s stockholders under applicable law, (iii) covenants providing that the parties will not solicit, initiate, submit, facilitate, discuss or negotiate any inquiry, proposal or offer with respect to any alternative transaction, (iv) a covenant by the Seller Representative to deliver to the Company audited financial statements that have been audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor and other audited and unaudited financial statements of Digital Virgo that are required to be included in the proxy statement, and (v) if the Company or the Seller Representative has received a proposal that it believes is superior to the proposed committed capital on demand facility (“CCOD”), for which the Company has received a term sheet, a covenant by the Company and the Seller Representative to discuss the terms of such proposal in good faith and whether to proceed with such proposal instead of the proposed CCOD.

Conditions to Each Party’s Obligations

Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Transaction are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the accuracy of representations and warranties as of the signing of the Business Combination Agreement and as of the Closing Date, subject to materiality and material adverse effect qualifiers set forth in the Business Combination Agreement, (ii) material compliance with pre-closing covenants, (iii) no material adverse effect both for the Company and Digital Virgo, (iv) the delivery of customary closing certificates, (v) exercise of certain stock options outstanding at a subsidiary of Digital Virgo and the acquisition by Digital Virgo of such shares, (vi) receipt of certain regulatory approvals, (vii) the absence of a legal prohibition on consummating the Transaction, (viii) approval by the Company’s stockholders, (ix) approval of a listing application on Nasdaq for newly issued shares, (x) the “Available Cash” (which is defined to include the amount released from the Company’s trust account, after giving effect to redemptions, repayment of the Company’s working capital loans, if any, and the Transaction, including payment of the cash portion of the Closing Consideration, but without giving effect to payment of any of the parties’ transaction expenses, plus any amounts delivered to the Company at or prior to the Closing pursuant to any investments) is equal to or greater than $20,000,000, (xi) the delivery by the Company of a fully executed and binding CCOD for at least $100,000,000 of post-Closing capital meeting certain terms set forth in the Business Combination Agreement and (xii) the Company having at least US$5,000,001 of net tangible assets remaining after giving effect to redemptions.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, (i) by mutual written consent of the Company and the Seller Representative, (ii) upon any injunction or other governmental order preventing the consummation of the Transaction which shall have become final and non-appealable, (iii) upon a material breach of any representation, warranty, covenant or agreement (subject to an opportunity to cure, if such violation or breach is capable of being cured), (iv) if the Closing has not occurred by February 15, 2023 (the “Termination Date”), which Termination Date shall automatically be extended for a three (3)-month period if the Closing has not occurred by reason of (A) the SEC review process taking longer than anticipated resulting in the special meeting being unable to be held prior to the Termination Date or (B) regulatory approvals are not received prior to Termination Date, and such failure in closing on or before the Termination Date is not due to the breach of the Business Combination Agreement by the party seeking to terminate, (v) by the Seller Representative, if the Company fails to consummate the Transaction following the satisfaction of the conditions to the Company’s closing, (vi) by the Seller Representative, if the Company fails to consummate the Transaction prior to the Termination Date as a result of the Company’s failure to satisfy the Available Cash closing condition and/or the CCOD closing condition, and (vii) by the Company, if any Seller fails to consummate the Transaction following the satisfaction of the conditions to Sellers’ closing.

Digital Virgo will be obligated to pay the Company a termination fee of $2,000,000 if the Business Combination Agreement is terminated by the Company pursuant to clause (vii) of the preceding paragraph.

The Company will be obligated to pay Digital Virgo a termination fee of $2,000,000 if the Business Combination Agreement is terminated by the Seller Representative pursuant to clauses (v) or (vi) of the preceding paragraph.

Note Regarding Business Combination Agreement

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included as an exhibit hereto to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification by the parties in their sole discretion without prior public notice. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Other Agreements

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, including, among others, the following:

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor and certain other persons parties thereto entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), acknowledged by the Company and the Seller Representative, pursuant to which each of the Sponsor and such other persons has agreed to, among other things, (i) vote all of its shares of common stock of the Company in favor of the Transaction and each of the other proposals presented by the Company at the special meeting of stockholders with respect to the Transaction, (ii) waive its redemption rights with respect to its shares of common stock of the Company in connection with the Transaction and (iii) not transfer any securities of the Company until the Closing or termination of the Business Combination Agreement (except in limited circumstances).

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, Sellers and certain other persons parties thereto entered into an Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, the parties to the Investor Rights Agreement have agreed that (i) the board of directors of the Company shall be comprised of eleven (11) directors at and immediately following the Closing, of which, four (4) individuals shall be nominated by the Sponsor (the “Sponsor Directors”) for so long as the Sponsor and the “Other Holders” (as defined in the Investor Rights Agreement, and their respective permitted transferees) own at least 50% of the number of shares of Common Stock owned by the Sponsor and the Other Holders on the Closing Date (which shall be reduced to two (2) individuals if that percentage drops to 25%) and seven (7) individuals shall be nominated by Sellers (acting through the Seller Representative) for so long as Sellers (and their permitted transferees) own at least 50% of the number of shares of Common Stock owned by Sellers on the Closing Date (which shall be reduced to four (4) individuals if that percentage drops to 25%), (ii) the board of directors of the Company shall be divided into three classes of directors, with each class serving for staggered three-year terms and the Sponsor Directors shall be in the class, (iii) the Sponsor shall be able to appoint two (2) non-voting board observers, (iv) the Company will agree to undertake certain resale shelf registration obligations in accordance with the U.S. Securities Act of 1933, as amended (the “Securities Act”) and certain holders have been granted customary demand and piggyback registration rights, and (v) Sellers agree to a six (6) month lock-up period for the shares of Common Stock, subject to certain customary exceptions; provided that IODA S.A. will be subject to additional transfer restrictions if such transfer would result in a default or event of default under Digital Virgo’s existing credit facility.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Initial Shareholders Forfeiture Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor and the Company entered into an Initial Shareholders Forfeiture Agreement (the “Initial Shareholders Forfeiture Agreement”), pursuant to which the Sponsor agreed to forfeit 646,875 shares of Common Stock for no consideration effective as of the Closing.

The foregoing description of the Initial Shareholders Forfeiture Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Initial Shareholders Forfeiture Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of Common Stock in the Transaction is incorporated by reference herein. The shares of Common Stock issuable in connection with the Transaction will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On November 17, 2022, the Company issued a press release announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to the Company and Digital Virgo. Certain statements included in this Form 8-K 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 the Company and Digital Virgo believes that there is a reasonable basis for each forward-looking statement contained in this Current Report, each of the Company 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 the Company with the SEC, and other documents filed by the Company 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 Current Report. Forward-looking statements in this Current Report 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 the Company nor Digital Virgo can assure you that the forward-looking statements in this Current Report 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 the Company is not obtained; the risk of failure to realize the anticipated benefits of the proposed business combination; the amount of redemption requests made by the Company’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 the Company with the SEC and also those included under the heading “Risk Factors” in the Company’s final prospectus relating to its initial public offering dated February 16, 2021 and the Company’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 the Company, Digital Virgo, their respective directors, officers, affiliates, advisers or employees (or any other person) that the Company and Digital Virgo will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this Current Report represent the views of the Company and Digital Virgo as of the date of this Current Report. Risks in addition to those set forth herein may also materialize. Moreover, the Company’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 Current Report. There may also be additional risks that neither the Company nor Digital Virgo presently know, or that neither the Company 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 the Company’s or Digital Virgo’s expectations, plans or forecasts of future events and views after the date of this Current Report. Subsequent events and developments may cause the Company’s and Digital Virgo’s assessments to materially change. While the Company 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 the Company nor Digital Virgo undertakes to update, supplement or amend any of the forward-looking statements in this Current Report at any time after the date hereof. You should, therefore, not rely on these forward-looking statements as representing the views of the Company or Digital Virgo as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Important Information and Where to Find It

In connection with the proposed Transaction, the Company will file a preliminary proxy statement and a definitive proxy statement with respect to the stockholder meeting of the Company to vote on the proposed Transaction.

STOCKHOLDERS OF THE COMPANY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS, ANY AMENDMENTS THERETO AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, DIGITAL VIRGO AND THE PROPOSED TRANSACTION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS OF THE COMPANY AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTION. ONCE AVAILABLE, STOCKHOLDERS OF THE COMPANY WILL ALSO BE ABLE TO OBTAIN A COPY OF THE PROXY STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC WITHOUT CHARGE, BY DIRECTING A REQUEST TO: GOAL ACQUISITIONS CORP., ATTENTION: WILLIAM T. DUFFY, TELEPHONE: (888) 717-7678. THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS, AND ANY OTHER RELEVANT DOCUMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SEC’S WEBSITE (WWW.SEC.GOV).

Participants in the Solicitation

The Company and Digital Virgo and their respective directors and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders with respect to the potential Transaction described in this Current Report under the rules of the SEC. Information about the directors and executive officers of the Company and their ownership of the Company’s securities is set forth in the Company’s Definitive Prospectus filed with the SEC on February 16, 2021. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company’s stockholders in connection with the potential Transaction will be set forth in the preliminary and definitive proxy statements when those are filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov or by directing a request to Goal Acquisitions Corp., Attention: William T. Duffy, telephone: (888) 717-7678.

No Offer or Solicitation

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential Transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company or Digital Virgo, nor shall there be any sale of any such 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 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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 17, 2022