Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Effective as of November 8, 2021, upon approval of the Board of Directors, Goal Acquisitions Corp., a Delaware corporation (the "Company"), entered into an Expense Advancement Agreement (the "Agreement") with Goal Acquisitions Sponsor, LLC (the "Funding Party"). The purposes of the Agreement are (i) to replace a prior promissory note issued to the Funding Party by the Company on November 24, 2020 (as amended, the "Original Note"), and (ii) to facilitate the transactions contemplated by the Company's registration statement on Form S-1, File No. 333-252303, and the prospectus included therein, including any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination by the Company with one or more businesses (a "Business Combination").

Pursuant to the Agreement, the Funding Party has agreed to advance to the Company from time to time, upon request by the Company, a maximum of $1,500,000 in the aggregate, in each instance issued pursuant to the terms of the form of promissory note attached as Exhibit Ato the Agreement (each a "Promissory Note"), as may be necessary to fund the Company's expenses relating to the investigation and selection of a target business and other working capital requirements prior to completion of any potential Business Combination. The Agreement and the Promissory Note replace and supersede the Original Note and all outstanding amounts owed under the Original Note were rolled over and became outstanding under the Agreement and a Promissory Note issued thereunder, and such rolled over amount shall be counted against the maximum advance amount permitted under the Agreement.

Pursuant to the terms of the Agreement, if the Company completes a Business Combination, the Company will repay all outstanding loaned amounts. No interest accrues on the unpaid principal balance of any Promissory Note. The Funding Party cannot seek repayment from the Company's trust account for amounts owed under the Agreement and the Promissory Note. All loans from the Funding Party are convertible into warrants to purchase shares of common stock (the "Conversion Warrants"), at the option of the Funding Party. The number of Conversion Warrants granted will be equal to the portion of the principal amount of the Promissory Note being converted, divided by $1.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction related to the Company's common stock occurring after the date of the Agreement), rounded up to the nearest whole number of shares. The Conversion Warrants shall be identical to those warrants that were issued in a private placement that closed concurrently with the Company's initial public offering. The holders of Conversion Warrants or shares of common stock underlying the Conversion Warrants are entitled to certain demand and piggyback registration rights pursuant to the terms of the Agreement.

A copy of the Agreement and a form of the Promissory Note is filed as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are being filed herewith:





Exhibit
No.       Description

10.1        Expense Advancement Agreement and Promissory Note between the
          Registrant and Goal Acquisitions Sponsor, LLC.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




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