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    GO Acquisition Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

    8/5/22 5:25:20 PM ET
    $GOAC
    Consumer Electronics/Appliances
    Industrials
    Get the next $GOAC alert in real time by email
    0001816176 false 0001816176 2022-08-02 2022-08-02 0001816176 GOAC:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnethirdOfOneWarrantMember 2022-08-02 2022-08-02 0001816176 GOAC:ClassCommonStockParValue0.0001PerShareMember 2022-08-02 2022-08-02 0001816176 GOAC:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member 2022-08-02 2022-08-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 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): August 2, 2022

     

    GO Acquisition Corp.
    (Exact name of registrant as specified in its charter)

     

    Delaware   001-39424   85-1429879
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (I.R.S. Employer
    Identification No.)

     

    450 W 14th Street
    New York
    , NY
      10014
    (Address of principal executive offices)     (Zip Code)  

     

    (212) 883-4330
    (Registrant’s telephone number, including area code)

     

    Not Applicable
    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

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

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Units, each consisting of one share of Class A Common Stock and one-third of one Warrant   GOAC.U   The New York Stock Exchange
    Class A Common Stock, par value $0.0001 per share   GOAC   The New York Stock Exchange
    Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   GOAC WS   The New York Stock Exchange

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    On August 2, 2022, the New York Stock Exchange (the “NYSE”) notified GO Acquisition Corp. (the “Company”), and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants, each exercisable for one share of the Company’s Class A common stock, from the NYSE and that trading in the Company’s warrants would be suspended immediately, due to "abnormally low" trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company previously announced on June 17, 2022 that (i) the Company would redeem its outstanding shares of Class A common stock as promptly as practicable following (but not more than 10 business days after) August 7, 2022, as it intends to discontinue its pursuit of an initial business combination and (ii) all outstanding warrants of the Company will be cancelled with effect on the redemption date. Accordingly, the Company does not intend to appeal the NYSE’s determination.

     

    Item 8.01 Other Events.

     

    On August 5, 2022, the Company issued a press release announcing it will redeem all of its outstanding Class A common stock, par value $0.0001, effective as of the close of business on August 17, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d)Exhibits.

     

    Exhibit No.   Description
    99.1   Press release, dated August 5, 2022
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    1

     

     

    SIGNATURE

     

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

     

      GO ACQUISITION CORP.
       
      By: /s/ Alejandro San Miguel
      Name:  Alejandro San Miguel
      Title: Vice President and Secretary

     

    Date: August 5, 2022

     

     

    2

     

     

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