Goal Acquisitions in an 8-K said it was notified by the Nasdaq for non-compliance with a listing rule that reruires SPACs to complete a deal within 3 years post-IPO. The deadline was Feb. 12.
The SPAC intends to ask for a hearing to reverse any delisting decision.
Although Goal has a merger agreement with Digital Virgo, the target wants out. Digital Virgo has twice notified the SPAC of its intention to terminate the deal, while Goal Acquisitions continues to resist.
The SPAC said it is pursuing legal options.
The target is a French corporation which operates a global platform for payment and monetization of digital content and services, providing one destination for entertainment, sports, lifestyle, and ultimately, transportation, education and everyday needs.
The parties are negotiating “with a view towards resolving their differences and moving forward with the transaction in a positive and expeditious manner,” Goal said in a regulatory filing last month.
Goal Acquisitions raised $225 million in a February 2021 IPO. As of Sept. 30, the SPAC’s cash in trust totaled just under $9 million.
The deal was announced in November 2022. The SPAC’s shareholders have approved three deadline extensions since then.
Terms with Digital Virgo include approval for listing on the Nasdaq, European electronic money institution approvals, a minimum of $20 million in cash at closing, and the execution of definitive agreements for a $100 million committed capital-on-demand facility.
