Home Substantial portion Acquisition of GO: will repurchase its public shares and will not complete an initial business combination – Form 8-K

Acquisition of GO: will repurchase its public shares and will not complete an initial business combination – Form 8-K


GO Acquisition Corp. will repurchase its public shares and will not complete a first business combination

NEW YORK, NY, August 5, 2022 — GO Acquisition Corp. (the “Company”) (NYSE: GOAC, GOAC.U, GOAC.WS), a special purpose acquisition company, today announced that it will repurchase all of its outstanding Class A common stock ( the “Public Shares”), effective after the close of business on August 17, 2022 (the “Redemption Date”), as the Company will not complete an initial business combination within the time period required by its amended certificate of incorporation and updated (the “Certificate of Incorporation”).

As set forth in the Company’s registration statement on Form S-1, effective as of August 4, 2020, and in the certificate of incorporation, if the Company has not completed an initial business combination within 24 months following the closing of the Company’s IPO, or on August 7, 2022, the Company: (i) will cease all operations, except for the purpose of liquidation; (ii) as promptly as reasonably practicable but not more than ten business days thereafter (subject to funds lawfully available therefor), redeem the public shares, at a price per share, payable in cash, equal to the total amount then on deposit in the trust account, including interest earned on funds held in the trust account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay expenses dissolution), divided by the number of public shares then outstanding, the redemption of which will completely extinguish the rights of public shareholders (including the right to receive further liquidation distributions, if any), subject to the applicable law ; and (iii) as promptly as reasonably practicable after such redemption, subject to the approval of the remaining shareholders of the Company and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under the Delaware law to provide for the claims of creditors and the requirements of other applicable laws.

The redemption price per share for the Public Shares is expected to be approximately (but not less than) $10.01 (the “Redemption Amount”). Pursuant to the terms of the related trust agreement, the Company expects to retain interest earned on funds deposited in the trust account to pay the Company’s tax obligations and $100,000 of dissolution costs.

At the close of business on the Redemption Date, assuming that an amount sufficient to redeem the Public Shares has been irrevocably deposited or set aside to pay the Redemption Amount for each Public Share, such Public Shares will be deemed no longer to be outstanding and will represent only the right to receive the Redemption Amount for each such public share.

The Redemption Amount will be payable to holders of public shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. However, beneficial owners of public shares held in “street name” will not need to take any action to receive the redemption amount.

There will be no redemption rights or liquidation distributions with respect to the Company’s Warrants, which will expire worthless.

The Company expects the last day for trading of its units and common stock on the NYSE to be August 16, 2022, after which the Company expects the NYSE to file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its units and common stock on or about August 16, 2022. The Company then plans to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

About GO Acquisition Corp.

GO Acquisition Corp. is a blank check corporation incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities . The Company has focused its efforts on identifying a potential target business in travel-related and travel-adjacent businesses, with all or a substantial portion of its business in North America or Europe, although it has been authorized to pursue objectives in any sector.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could”, “should”, “will”, “could”, “believe”, “anticipate”, “intend”, “estimate”, ” expect, “project”, the negative of these terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of the Company as of any subsequent date, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date on which they were made, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. You should not place undue reliance on these forward-looking statements. Due to a number of known and unknown risks and uncertainties, actual results or performance may differ materially from those expressed or implied by such forward-looking statements.

Media Contact:

Jonathan Greenspun

[email protected]