Goal Acquisitions Corp. Issues Updated Letter To Shareholders Regarding Proposed Combination With Digital Virgo
Goal Acquisitions Corp. (NASDAQ:PUCK) today issued the following open letter to its shareholders:
Dear Shareholders -
As you may know, Goal Acquisitions Corp. (NASDAQ:PUCK) ("Goal" or "we") has recently announced our entry into a business combination with Digital Virgo Group ("Digital Virgo" or the "Company"). Digital Virgo is a French corporation that is a global hub for payment and monetization of digital content and services that enables worldwide access to mobile content, entertainment, and commerce—all payable on a phone bill using carrier billing solutions, or alternative payment methods.
This is an opportune moment to combine with a strong and growing global business that generates substantial recurring revenue, having been consistently profitable for the last seven years. Digital Virgo has generated positive EBITDA growth on strong margins while creating tremendous market demand for the Company's mobile media, sports, entertainment, gaming, commerce, finance, and other offerings, working with 140 telcos in 40+ countries. We are excited about their consistent growth and the upside as we look to bring Digital Virgo's capabilities to the North American market. We see Digital Virgo as a source for long-term returns, as well as a leader in the space as mobile, entertainment, gaming, sports, wagering, and commerce converge. Digital Virgo is poised to take advantage of the future of digital content, where one destination exists to meet customers' mobile entertainment and commerce needs, including payments, live events, travel, gaming, shopping, social impact and more.
The Company itself offers an impact opportunity in global markets as Digital Virgo provides access to digital services and content to the unbanked and underbanked, where they otherwise would not be able to participate. We intend to increase this impact, including providing new ways for consumers to give and nonprofit organizations to raise funds all through a seamless mobile experience and phone bill payment.
Goal is comprised of seasoned board members and proven business-builders who possess deep relationships in sports, media, telecommunications, investments, brand building, and M&A, that will stimulate Digital Virgo's success in the U.S. market and beyond. These relationships will help the Company develop new partnerships, a critical element in leading the Company to more rapid customer acquisition and premier content creation, enhancing the platform and aiding revenue growth and profitability. Similarly, the Digital Virgo team is exceptional. The Company's leadership has worked closely together for many years with the founder previously navigating a 900M+ euro exit from a previous company.
We have maintained disciplined diligence throughout our process—our goals of identifying a quality company never wavering as the markets continued to change. We know that investors are always looking for opportunities with companies that have positive cash flow, relevance, and growth potential, regardless of market conditions. The Company itself is no stranger to down markets and has a proven track record of financial success in a variety of economic environments, with preliminary estimates for 2022 gross revenue, net income, and adjusted EBITDA at 436 million euros (12% YoY growth), 26 million euros (66% YoY), and 46 million euros (15% YoY growth), respectively. In addition to financial success, the Company also has an enviable M&A history, acquiring 15 companies in the last 14 years—while strengthening global operations. Irrespective of this transaction or entry into North America, Digital Virgo is on track to reach 70 million euros of adjusted EBITDA by 2027.
As you know first-hand, prudent investors become even more discerning when the market dips, and that's exactly the approach we've taken. After completing more than a year's worth of due diligence, we are highly confident in the quality of this proposed business combination.
Existing Goal shareholders have received an extension proxy requesting a vote in favor of a month-to-month extension, for up to six months, in order for the Digital Virgo merger with Goal to proceed forward to completion. The Goal sponsor team is incentivizing holders to grant such extension by depositing the lesser of (a) $0.05 per share for each public share of Company that is not redeemed in connection with the Special Meeting and (b) $258,750 per 30-day period. In addition, the proceeds held in Goal's trust account will continue to be invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, as determined by the Company, or in an interest bearing demand deposit account until the earlier of: (i) the completion of its initial business combination and (ii) the distribution of the trust account.
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 (the "Excise Tax") on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemption of the shares of the Class A common stock, par value $0.0001 per share, of the Company on or after January 1, 2023 may be subject to the Excise Tax. The proceeds placed in the trust account established in connection with the Company's initial public offering (the "Trust Account") and the interest earned thereon shall not be used to pay for the Excise Tax that may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any funds from the Trust Account to pay any such Excise Tax.
We look forward to your continued involvement in this investment and the chance to realize strong returns, while leading a consumer evolution in one-destination access for content, entertainment, sports and commerce.
Our Goal team thanks you for your partnership and support so far, and requests that you support our extension.
Looking ahead,
Alex Greystoke, Founder and Advisor
Harvey Schiller, Chief Executive Officer