Digital Virgo SAS entered into a business combination agreement to acquire Goal Acquisitions Corp. (NasdaqCM:PUCK) from a group of shareholders for consideration value of approximately $580 million in a reverse merger transaction on November 17, 2022. Under the business combination agreement, Goal will acquire all the shares of Digital Virgo in exchange for consideration equal to $513 million (based on a value of the common stock at $10 per share) plus the amount of cash that Digital Virgo has at closing, minus the amount of financial indebtedness that Digital Virgo has outstanding at closing, $125 million of the consideration will be paid in cash and the remainder in newly-issued shares of common stock of Goal, plus up to 5 million shares of common stock of Goal (valued at $10 per share), subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain adjusted EBITDA and share price targets are met. Upon closing, Goal will be renamed Digital Virgo Group, Inc., and its common stock is expected to be publicly listed in the U.S. 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. 1,293,750 shares of Common Stock 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. As of February 8, 2023, Goal Acquisitions Corp. Amended and Restated Business Combination Agreement pursuant to which the Company will, prior to the Closing (as defined below), reincorporate as a Nevada corporation by merging with and into Goal Nevada, a newly-formed wholly-owned subsidiary of the Company, with Goal Nevada surviving the merger (the “Reincorporation Merger”). The Amended and Restated Business Combination Agreement and the Exchange, as well as the Merger Agreement and the Reincorporation Merger, were approved by the board of directors of the Company. In case of termination under certain circumstances, Goal will be obligated to pay Digital Virgo a termination fee of $2,000,000 and Digital Virgo will be obligated to pay Goal a termination fee of $2,000,000.

Transaction is subject to the satisfaction of customary closing conditions including Goal shareholder approval, approval for listing on Nasdaq, European electronic money institution approvals, a minimum of $20 million in cash being available at closing, receipt of certain regulatory approvals, Goal having at least $5,000,001 of net tangible assets remaining after giving effect to redemptions and the execution of definitive agreements for a $100 million committed capital on demand facility. The transaction was unanimously approved by the Digital Virgo Strategic Committee and the Goal Board of Directors. Transaction is expected to close in the first quarter of 2023.

JMP Securities, a Citizens Company, and Amala Partners are serving as financial advisors to Goal Acquisitions. Annie Maudouit-Ridde, Michael Blankenship, Olga Loy, Jennifer Stadler, Jonathan Bodle, Christina Crenn, Ashley Dumoff, Julie Fock-Lapp, Allan Jeanjaquet, Luisa Patoni and Ben Smolij of Winston & Strawn LLP and Frédéric Peltier of Peltier Juvigny Marpeau & Associés are serving as legal counsel to Digital Virgo. Will Chuchawat of Proskauer Rose LLP is serving as legal counsel to Goal Acquisitions. Latham & Watkins LLP is serving as legal counsel to JMP Securities, a Citizens Company. Goal Acquisitions retained Morrow Sodali LLC to aid in the solicitation of proxies. Morrow Sodali LLC will receive a fee of approximately $35,000, as well as reimbursement for certain costs and out-of-pocket expenses incurred by them in connection with their services. Corporate Valuation Advisors, Inc. acted as fairness opinion provider to Goal in the transaction.