SC 13G/A
1
ACM_13G_GoalAcqu_Amend2.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Goal Acquisitions Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
38021H206**
(CUSIP Number)
December 31, 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)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
** Reflects the CUSIP number for the Issuers Units, each consisting of
one share of Class A common stock and one-third of one redeemable warrant
(the Units).
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).
CUSIP No.38021H206
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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
785,714
7
Sole Dispositive Power
0
8
Shared Dispositive Power
785,714
9
Aggregate Amount Beneficially Owned by Each Reporting Person
785,714
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
2.4%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.38021H206
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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
785,714
7
Sole Dispositive Power
0
8
Shared Dispositive Power
785,714
9
Aggregate Amount Beneficially Owned by Each Reporting Person
785,714
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
2.4%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.38021H206
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box 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)
PN
CUSIP No.38021H206
1
Names of Reporting Persons
Corbin Capital Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box 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
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box 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
1
Names of Reporting Persons
Corbin Opportunity Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box 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
This Amendment No. 2 (the Amendment) amends, in its entirety, the Amendment
No. 1 to the Statement on Schedule 13G filed by the reporting persons
therein on December 14, 2021, which, due to an administrative error,
misattributed the shares held of record by Atalaya Special Purpose
Investment Fund LP to Atalaya Capital Management LP.
Item 1(a). Name of Issuer:
Goal Acquisitions Corp.
Item 1(b). Address of Issuers 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. Atalaya Special Purpose Investment Fund LP (ASPIF);
iii. Corbin ERISA Opportunity Fund, Ltd. (CEOF);
iv. Corbin Capital Partners GP, LLC (Corbin GP);
v. Corbin Capital Partners, L.P. (CCP); and
vi. Corbin Opportunity Fund, L.P. (COF).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of ACM and ASPIF is One
Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address of the principal
business office of each of CEOF, Corbin GP, CCP, and COF is 590 Madison Avenue,
31st Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ACM, ASPIF, CCP and COF is a Delaware limited partnership. CEOF
is a Cayman Islands exempted company. Corbin GP is a Delaware limited
liability company.
Item 2(d). Title and 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 240.13d-1(b) or 240.13d-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
785,714 Shares underlying Units, which amount includes 785,714 Shares
underlying Units held of record by ASPIF. Each of Corbin GP and CCP may be
deemed the beneficial owner of 1,214,286 Shares underlying Units, which amount
includes (i) 734,424 Shares underlying Units held of record by CEOF and (ii)
479,862 Shares underlying Units held of record by COF.
In addition to the securities reported on the cover pages
hereto, ACM may be deemed to beneficially own 785,714 warrants underlying Units
held of record by ASPIF. Each of Corbin GP and CCP may be deemed to
beneficially own (i) 734,424 warrants underlying Units held of record by CEOF,
and (ii) 479,862 warrants underlying Units held of record by COF. Each warrant
will become exercisable 30 days after the completion of a business combination
and will expire on the fifth anniversary of the completion of a business
combination.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 2.4% of Shares outstanding, which amount includes 2.4% of Shares
outstanding held of record by ASPIF. Each of Corbin GP and CCP may be deemed
the beneficial owner of 3.7% of Shares outstanding, which amount includes
(i) 2.2% of Shares outstanding held of record by CEOF and (ii) 1.4% of
Shares outstanding held of record by COF. These percentages are based on
33,161,250 Shares outstanding as reported in the Issuers Form 10-Q filed
with the Securities and Exchange Commission on November 22, 2021. The
percentages reported in the cover pages and this Item 4(b) herein do not
include any Shares underlying warrants since the warrants are not
exercisable within sixty days.
Item 4(c). Number of shares as to which such person has:
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 785,714
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 785,714
ASPIF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 785,714
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 785,714
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 734,424
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 734,424
Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,214,286
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,214,286
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,214,286
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,214,286
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 479,862
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 479,862
The Shares are directly held by ASPIF, CEOF and COF (the
Direct Holders). As ASPIFs investment manager, ACM has the power to vote
and direct the disposition of all Shares held by ASPIF. As CEOF and COFs
investment manager, CCP has the power to vote and direct the disposition of
all Shares held by CEOF and COF. This report shall not be deemed an admission
that ACM, CCP, Corbin GP, the Direct Holders or any other person is the
beneficial owner of the securities reported herein for purposes of Section
13 of the Act, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ACM, ASPIF, CEOF, Corbin GP, CCP, and COF may be deemed members of a
group, as defined in Rule 13d-5 under the Act, with respect to the Shares.
Such group may be deemed to beneficially own 2,000,000 Shares. CEOF, Corbin GP
and CCP disclaim beneficial ownership over the Shares held directly by ASPIF.
ASPIF and ACM disclaim beneficial ownership over the Shares held directly by
CEOF and COF.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a nomination
under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: February 14, 2022
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners GP, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence
of the representatives authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. No. Description
99 Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 2 to the
statement on Schedule 13G with respect to shares of Class A Common Stock,
par value $0.0001 of Goal Acquisitions Corp. is, and any amendments
thereto (including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Dated: February 14, 2022
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners GP, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
