SEC Form SC 13G/A filed by Goal Acquisitions Corp. (Amendment)

12/14/21 4:30:14 PM ET

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SC 13G/A 1 ff662099_13ga-goal.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Goal Acquisitions Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

38021H206**

(CUSIP Number)

October 1, 2021***

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

** Reflects the CUSIP number for the Issuer’s Units, each consisting of one share of Class A common stock and one redeemable warrant (the “Units”).

*** The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A Common Stock, par value $0.0001 per share on February 19, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of each of Corbin ERISA Opportunity Fund, Ltd. and Corbin Opportunity Fund, L.P. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.

CUSIP No. 38021H206

13G

1	NAMES OF REPORTING PERSONS
	Atalaya Capital Management LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			785,714

		6	SHARED VOTING POWER
			1,214,286

		7	SOLE DISPOSITIVE POWER
			785,714

		8	SHARED DISPOSITIVE POWER
			1,214,286

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,000,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

CUSIP No. 38021H206

13G

1	NAMES OF REPORTING PERSONS
	Corbin ERISA Opportunity Fund, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			734,424

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			734,424

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	734,424

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 38021H206

13G

1	NAMES OF REPORTING PERSONS
	Corbin Capital Partners GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,214,286

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,214,286

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,214,286

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 38021H206

13G

1	NAMES OF REPORTING PERSONS
	Corbin Capital Partners Group, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 38021H206

13G

1	NAMES OF REPORTING PERSONS
	Corbin Capital Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,214,286

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,214,286

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,214,286

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

CUSIP No. 38021H206

13G

1	NAMES OF REPORTING PERSONS
	Corbin Opportunity Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			479,862

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			479,862

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	479,862

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Explanatory Note

The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A Common Stock, par value $0.0001 per share on February 19, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of each of Corbin ERISA Opportunity Fund, Ltd. and Corbin Opportunity Fund, L.P. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.

Item 1.(a) Name of Issuer

Goal Acquisitions Corp.

Item 1.(b) Address of Issuer’s Principal Executive Offices

13001 W. Hwy 71, Suite 201, Austin, Texas 78738

Item 2.(a) Name of Person Filing

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

(i)	Atalaya Capital Management LP (“ACM”);

(ii)	Corbin ERISA Opportunity Fund, Ltd. (“CEOF”);

(iii)

Corbin Capital Partners GP, LLC (“Corbin GP”);

(iv)	Corbin Capital Partners Group, LLC (“CCPG”);

(v)	Corbin Capital Partners, L.P. (“CCP”); and

(vi)	Corbin Opportunity Fund, L.P. (“COF”).

ACM serves as sub-advisor to CEOF and COF, and in such capacity, exercises discretionary investment authority over the Shares (as defined below) underlying Units held directly by CEOF and COF.

Item 2.(b) Address of Principal Business Office or, if None, Residence

The address of the principal business office of ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address of the principal business office of each of CEOF, Corbin GP, CCPG, CCP, and COF is 590 Madison Avenue, 31st Floor, New York, NY 10022.

Item 2.(c) Citizenship

Each of ACM, CCP and COF is a Delaware limited partnership. CEOF is a Cayman Islands exempted company. Each of Corbin GP and CCPG is a Delaware limited liability company.

Item 2.(d) Title of Class of Securities

Class A Common Stock, par value $0.0001 per share (the “Shares”).

Item 2.(e) CUSIP Number

38021H206

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4(a). Amount Beneficially Owned:

As of the date hereof, ACM may be deemed the beneficial owner of 2,000,000 Shares underlying Units, which amount includes (i) the 734,424 Shares underlying Units beneficially owned by CEOF, and (ii) the 479,862 Shares underlying Units beneficially owned by COF. Each of Corbin GP and CCP may be deemed the beneficial owner of 1,214,286 Shares underlying Units. As of October 1, 2021, CCPG ceased to beneficially own any Shares.

Item 4(b). Percent of Class:

As of the date hereof, ACM may be deemed the beneficial owner of approximately 6.0% of Shares outstanding, which amount includes (i) the 2.2% of Shares outstanding beneficially owned by CEOF, and (ii) the 1.4% of Shares outstanding beneficially owned by COF. Each of Corbin GP and CCP may be deemed the beneficial owner of approximately 3.7% of Shares outstanding. (These percentages are based on 33,161,250 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.)

Item 4(c). Number of shares as to which such person has:

ACM:

(i) Sole power to vote or to direct the vote: 785,714

(ii) Shared power to vote or to direct the vote: 1,214,286

(iii) Sole power to dispose or to direct the disposition of: 785,714

(iv) Shared power to dispose or to direct the disposition of: 1,214,286

CEOF:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 734,424