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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number: 001-40026

 GOAL

 (Exact
name of registrant as specified in its charter)

 Delaware

 85-3660880

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 12600
 Hill Country Blvd Building R, Suite 275

 Bee
 Cave, Texas

 78738

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (888) 717-7678

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading

 Symbol(s)

 Name
 of each exchange on which registered

 Units,
 each consisting of one share of common stock and one redeemable warrant

 PUCKU

 The
 Nasdaq Stock Market LLC

 Common
 stock, par value $0.0001 per share

 PUCK

 The
 Nasdaq Stock Market LLC

 Redeemable
 warrants, exercisable for shares of common stock at an exercise price of $11.50 per share

 PUCKW

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Smaller
 reporting company

 Non-accelerated
 filer

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately
$ 99,091,185 on June 30, 2023 (the last business day of the registrant's most recently completed second quarter) based
on the closing price for the common stock on the NASDAQ Capital Market on June 30, 2023.

 As
of April 12, 2024, a total of 7,500,419 shares of common stock, par value $0.0001 per share, were issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Item 16. Form 10-K Summary

 References
to the "Company," "our," "us" or "we" refer to Goal Acquisitions Corp., a blank check
company incorporated in Delaware on October 26, 2020. References to our "Sponsor" refer to Goal Acquisitions Sponsor LLC,
an entity affiliated with our officers, directors and advisors.

 This
annual report on Form 10-K contains statistical data, estimates and forecasts that are based on independent industry publications or
other publicly available information, as well as other information based on our internal sources. While we believe the industry and market
data included in this report are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations,
and you are cautioned not to give undue weight to these estimates. While we are not aware of any misstatements regarding any such third-party
information presented in this report, we have not independently verified the accuracy or completeness of the data contained in these
industry publications and other publicly available information. None of the industry publications referred to in this report were prepared
on our or on our affiliates' behalf or at our expense. Our business is subject to a high degree of uncertainty and risk due to
a variety of factors, including those described in Item 1A. "Risk Factors," which could cause results to differ materially
from those expressed in these publications and other publicly available information.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Certain
statements contained in this annual report on Form 10-K, which reflect our current views with respect to future events and financial
performance, and any other statements of a future or forward-looking nature, constitute "forward-looking statements" for
the purpose of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our
or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "will," "would" and similar expressions may
identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this report may include, for example, statements about:

 our
 ability to complete our initial business combination, including our pending business combination with Digital Virgo (as defined below)
 and the other transactions contemplated by the Amended and Restated Business Combination Agreement (as defined below);

 our
 expectations around the performance of the prospective target business or businesses, including Digital Virgo;

 our
 success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
 combination;

 our
 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
 in approving our initial business combination, as a result of which they would then receive expense reimbursements;

 our
 potential ability to obtain additional financing to complete our initial business combination, including our pending business combination
 with Digital Virgo;

 the
 ability to have our securities continue to be listed on Nasdaq, including following a business combination, including our pending
 business combination with Digital Virgo;

 our
 public securities' potential liquidity and trading;

 our
 ability to consummate an initial business combination, including the pending business combination with Digital Virgo, despite the
 continued uncertainty resulting from the ongoing COVID-19 pandemic or the outbreak of other infectious diseases;

 the
 trust account not being subject to claims of third parties;

 the
 potential market for our securities; or

 our
 financial performance.

 The
forward-looking statements contained in this annual report on Form 10-K are based on our current expectations and beliefs concerning
future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described in Item 1A. "Risk Factors." Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.

 In
addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this annual report, and while we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future results. Our actual
future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary
statements.

 RISK
FACTOR SUMMARY

 Our
business is subject to numerous risks and uncertainties, including those highlighted in the section title "Risk Factors,"
that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more
of the events or circumstances described in the section titled "Risk Factors," alone or in combination with other events
or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business,
cash flows, financial condition and results of operations. Such risks include, but are not limited to:

 our
 ability to consummate the transactions contemplated by the Amended and Restated Business Combination Agreement, including our pending
 business combination with Digital Virgo;

 newly
 formed company without an operating history;

 delay
 in receiving distributions from the trust account;

 lack
 of opportunity to vote on our proposed business combination;

 lack
 of protections afforded to investors of blank check companies;

 deviation
 from acquisition criteria;

 issuance
 of equity and/or debt securities to complete a business combination, including our pending business combination with Digital Virgo;

 lack
 of working capital;

 third-party
 claims reducing the per-share redemption price;

 negative
 interest rate for securities in which we invest the funds held in the trust account;

 our
 stockholders being held liable for claims by third parties against us;

 failure
 to enforce our sponsor's indemnification obligations;

 warrant
 holders limited to exercising warrants only on a "cashless basis";

 the
 ability of warrant holders to obtain a favorable judicial forum for disputes with our company;

 our
 dependence on key personnel;

 conflicts
 of interest of our sponsor, officers and directors;

 the
 delisting of our securities by Nasdaq;

 dependence
 on a single target business with a limited number of products or services;

 our
 shares being redeemed and our warrants becoming worthless;

 our
 competitors with advantages over us in seeking business combinations;

 our
 ability to obtain additional financing;

 our
 initial stockholders controlling a substantial interest in us;

 warrants
 adverse effect on the market price of our common stock;

 events
 which may result in the per-share amount held in our trust account dropping below $10.00 per public share;

 disadvantageous
 timing for redeeming warrants;

 registration
 rights' adverse effect on the market price of our common stock;

 impact
 of COVID-19 and related risks;

 business
 combination with a company located in a foreign jurisdiction, including our pending business combination with Digital Virgo;

 changes
 in laws or regulations; tax consequences to business combinations;

 exclusive
 forum provisions in our amended and restated certificate of incorporation;

 specific
 risks related to businesses in the sports and media sectors;

 material
 weakness in our internal control over financial reporting; and

 potential
 litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

 PART
I

 ITEM
1. BUSINESS.

 We
are a blank check company incorporated on October 26, 2020 as a Delaware corporation and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this annual report as our initial business combination. We have neither engaged in any operations unrelated
to our search for business combination candidates nor generated any revenue to date.

 While
our efforts to identify a prospective target business was not limited to a particular industry, sector or region, we capitalized on the
expertise of our management team, board and advisors (collectively, our "Team") in the professional sports teams and media
sectors, including, but not limited to, related areas such as sports technology, gaming and e-sports.

 Our
objective is to generate attractive returns and create value for our shareholders by applying our strategy of capitalizing on the experience
of our Team. Our Team has spent their careers working in the global professional sports and media industries. Our Team has particular
expertise in operations and turnaround. Our Team's experience includes negotiating record setting naming rights, cable, TV, radio,
licensed merchandise, sponsorship and food service deals with numerous franchises, as well as numerous facility leasing, financing and
construction contracts. This experience includes managing the business operations of professional athletes (including Michael Jordan
and Patrick Ewing), sports franchises (the New York Yankees, San Francisco 49ers, Florida Panther, Atlanta Thrashers, Atlanta Hawks and
Charlotte Bobcats) and leagues (including the WNBA, the PGA Tour and the NCAA's Southeastern Conference). We will look to acquire
and manage a business that can benefit from our Team's global experience with sports teams, leagues, media, brands, technology
and investments.

 Proposed
Business Combination

and Restated Business Combination Agreement and Merger Agreement

 On
February 8, 2023, we entered into an Amended and Restated Business Combination Agreement (the "Amended and Restated Business Combination
Agreement") with Goal Acquisitions Nevada Corp., a Nevada corporation ("Goal Nevada"), Digital Virgo Group, a French
corporation ( soci t par actions simplifi e) ("Digital Virgo"), all shareholders of Digital Virgo
(the "Digital Virgo Shareholders"), and IODA S.A., in its capacity as the "DV Shareholders Representative" (as
defined in the Amended and Restated Business Combination Agreement), which amends and restates in its entirety the Business Combination
Agreement, dated as of November 17, 2022, by and among the Company, Digital Virgo, and certain other parties.

with the execution of the Amended and Restated Business Combination Agreement, the Company and Goal Nevada entered into an Agreement
and Plan of Merger (the "Merger 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").

to the Amended and Restated Business Combination Agreement and after the consummation of the Reincorporation Merger, Digital Virgo will
acquire all of the outstanding shares of Goal Nevada whereby the outstanding shares of Goal Nevada will be exchanged for shares of Digital
Virgo by means of a statutory share exchange under Nevada law (the "Exchange"). The time of the closing of the Exchange is
referred to herein as the "Closing." The date of the Closing is referred to herein as the "Closing Date."

 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.

 Below
is a description of the Amended and Restated Business Combination Agreement and the Exchange, as well as the Merger Agreement and the
Reincorporation Merger. The description below does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Amended and Restated Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.2 and the Merger Agreement,
a copy of which is attached hereto as Exhibit 2.3.

 The
Reincorporation Merger and the Exchange

 Subject
to, and in accordance with, the terms and conditions of the Merger Agreement, the Company will, prior to the Closing, 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. Each unit of the Company (which is comprised of one share of common stock of the Company and one warrant to purchase one
share of common stock of the Company), share of common stock of the Company and warrant to purchase shares of common stock of the Company
issued and outstanding immediately prior to the effective time of the Reincorporation Merger will be converted, respectively, into units
of Goal Nevada, shares of common stock of Goal Nevada and warrants to purchase shares of common stock of Goal Nevada (respectively, "Goal
Nevada Units," "Goal Nevada Shares" and "Goal Nevada Warrants") on a one-for-one basis, which will have
substantially identical rights, preferences and privileges as the units sold in the Company's initial public offering and simultaneous
private placement, the Company's common stock, par value $0.0001 per share, and the warrants which were included in the units that
were sold in the Company's initial public offering and simultaneous private placement.

to the Amended and Restated Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein,
Digital Virgo will effect a series of related transactions, in each case, upon the terms and subject to the conditions set forth in the
Amended and Restated Business Combination Agreement, including the following:

 Prior
 to the Closing, Digital Virgo will convert into a French public limited company ( soci t anonyme);

 After
 the conversion into a French public limited company ( soci t anonyme) and prior to the Closing, Digital Virgo
 and the Digital Virgo Shareholders intend to effect a placement of ordinary shares of Digital Virgo to certain institutional and
 other investors (the "PIPE Investors") through both primary and/or secondary offerings (the "PIPE Investment"),
 including the sale of a number of Digital Virgo ordinary shares held by the Digital Virgo Shareholders in exchange for $125,000,000
 in cash;

 Immediately
 after the PIPE Investment, Digital Virgo will (i) effect a reverse share split of all of its existing shares pursuant to a conversion
 parity which is expected to be 10 to 26, including the shares purchased by the PIPE Investors in the PIPE Investment, (ii) change
 the par value of all such existing shares from 0.10 to 0.26 and (iii) rename all such existing shares to Class A ordinary
 shares (the "Digital Virgo Class A Ordinary Shares") (together, the "Reverse Share Split"). Immediately after
 the completion of the Reverse Share Split, the Digital Virgo Class A Ordinary Shares held by IODA S.A., the controlling shareholder
 of Digital Virgo, will be converted into Class B preferred shares, par value 0.26 per share of Digital Virgo (the "Digital
 Virgo Class B Shares"), on a one-for-one basis, with such shares having identical rights to the Digital Virgo Class A Ordinary
 Shares except that the Digital Virgo Class B Shares will have two votes for each share.

 Subject
to, and in accordance with, the terms and conditions of the Amended and Restated Business Combination Agreement, at the Closing, (i)
Digital Virgo will acquire all of the issued outstanding Goal Nevada Shares pursuant to articles of exchange filed with the Nevada Secretary
of State in accordance with the Nevada Revised Statutes, whereby each issued and outstanding Goal Nevada Share will be exchanged for
one Digital Virgo Class A Ordinary Share by means of a statutory share exchange under Nevada law (the "Exchange") and (ii)
each Goal Nevada Warrant will be automatically exchanged for one warrant issued by Digital Virgo that will be exercisable for one Digital
Virgo Class A Ordinary Share. All outstanding Goal Nevada Units will be separated into their underlying securities immediately prior
to the Exchange.

 In
addition, at the Closing, (i) 5,000,000 Class C preferred shares, par value 0.26 per share, of Digital Virgo (the "DV Earnout
Shares") will be issued to and deposited with one or more escrow agents and will be disbursed to the Digital Virgo Shareholders,
in whole or in part, after the Closing, if both an earnout milestone based on "EBITDA" (as defined in the Amended and Restated
Business Combination Agreement) and a share price milestone are met and (ii) 1,293,750 Class C preferred shares, par value 0.26
per share, of Digital Virgo (the "Sponsor Earnout Shares") will be issued to and deposited with an escrow agent and will
be disbursed to Goal Acquisitions Sponsor LLC (the "Sponsor"), after the Closing, if a share price milestone is met. The
earnout milestone will be met if Digital Virgo's EBITDA for any fiscal year ending on or before December 31, 2027 is equal or greater
than $60,000,000, in which case 2,500,000 DV Earnout Escrow Shares will be released to the Digital Virgo Shareholders. The share price
milestone will be met if Digital Virgo's share price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading
days (counting only those trading days in which there is trading activity) from the period starting from the date immediately following
the Closing Date and ending on December 31, 2026, in which case 2,500,000 DV Earnout Escrow Shares will be released to the Digital Virgo
Shareholders and all of the Sponsor Earnout Shares will be released to the Sponsor. Any DV Earnout Shares remaining in the earnout escrow
account that have not been released to the Digital Virgo Shareholders will be released to Digital Virgo, and any Sponsor Earnout Shares
remaining in the earnout escrow account that have not been released to the Sponsor will be released to Digital Virgo. The Class C preferred
shares of Digital Virgo will have identical rights to the Digital Virgo Class A Ordinary Shares except that the Class C preferred shares
will have no voting rights. If and when the Class C preferred shares are released from escrow to the Digital Virgo Shareholders or the
Sponsor, as applicable, such shares shall be automatically be converted into Digital Virgo Class A Ordinary Shares, on a one-for-one
basis, with full voting rights as of their respective date of disbursement by the escrow agent. "EBITDA" means the "Adjusted
EBITDA" of Digital Virgo as currently calculated by Digital Virgo for its reporting requirements under its existing credit facility,
which is a non-GAAP measure and should not be construed as more relevant measures of operational performance than financial information
under generally accepted accounting principles (GAAP).

 As
described below, the Sponsor has agreed to forfeit 646,875 shares of common stock of the Company for no consideration effective as of
the Closing.

 Representations
and Warranties; Covenants

 The
parties to the Amended and Restated Business Combination Agreement have agreed to customary representations and warranties for transactions
of this type. Except in certain limited instances, the representations and warranties made under the Amended and Restated Business Combination
Agreement will not survive the Closing.

 In
addition, the parties to the Amended and Restated Business Combination Agreement agreed to be bound by certain customary covenants for
transactions of this type, including, among others, (i) a covenant of each party to use its commercially reasonable efforts to cause
the transactions contemplated by the Amended and Restated Business Combination Agreement (the "Transactions") to be consummated
in an expeditious manner, (ii) a covenant of the Company to convene a special meeting of the stockholders of the Company to approve the
stockholder proposals, except that the board of directors of the Company may fail to make, amend, change, withdraw, modify, withhold
or qualify its recommendation (a " Change in Recommendation ") in response to an Intervening Event (as defined in the
Amended and Restated Business Combination Agreement, which does not include matters relating to an alternative transaction) if it determines
in good faith, after consultation with its outside legal counsel and financial advisors, that a failure to make a Change in Recommendation
would be a breach by the board of directors of its fiduciary obligations to the Company's stockholders under applicable law, (iii)
covenants providing that the parties will not solicit, initiate, submit, facilitate, discuss or negotiate any inquiry, proposal or offer
with respect to any alternative transaction, (iv) a covenant by Digital Virgo to deliver to the Company audited financial statements
that have been audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor and other audited and unaudited financial
statements of Digital Virgo that are required to be included in the proxy statement, and (v) if the Company or Digital Virgo has received
a proposal that it believes is superior to the proposed committed capital on demand facility ("CCOD"), for which the Company
has received a term sheet, a covenant by the Company and Digital Virgo to discuss the terms of such proposal in good faith and whether
to proceed with such proposal instead of the proposed CCOD.

 Conditions
to Each Party's Obligations

 Under
the Amended and Restated Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate
the Transactions are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including,
among others, (i) the accuracy of representations and warranties as of the signing of the Amended and Restated Business Combination Agreement
and as of the Closing Date, subject to materiality and material adverse effect qualifiers set forth in the Amended and Restated Business
Combination Agreement, (ii) material compliance with pre-closing covenants, (iii) no material adverse effect both for the Company and
Digital Virgo, (iv) the delivery of customary closing certificates, (v) the absence of a legal prohibition on consummating the Transactions,
(vi) approval by the Company's stockholders and the consummation of the Reincorporation Merger, (vii) approval of a listing application
on Nasdaq for the Digital Virgo Class A Ordinary Shares, (viii) the "Available Cash" (which is defined to include the amount
released from the Company's trust account, after giving effect to redemptions, repayment of the Company's working capital
loans and the Transactions, but without giving effect to payment of any of the parties' transaction expenses, plus any amounts
delivered to the Company or Digital Virgo at or prior to the Closing pursuant to any investments) is equal to or greater than $20,000,000,
(ix) the delivery of a fully executed and binding committed capital on demand facility for at least $100,000,000 (or a lesser amount
as determined by Digital Virgo) of post-Closing capital (the "CCOD"), (x) the Company having at least $5,000,001 of net tangible
assets remaining after giving effect to redemptions and (xi) dissenters' rights under Nevada law not being available in connection
with the Exchange.

 Termination

 The
Amended and Restated Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior
to the Closing, including, among others, (i) by mutual written consent of the Company and Digital Virgo, (ii) upon any injunction or
other governmental order preventing the consummation of the Transactions which shall have become final and non-appealable, (iii) upon
a material breach of any representation, warranty, covenant or agreement (subject to an opportunity to cure, if such violation or breach
is capable of being cured), (iv) if the Closing has not occurred by April 30, 2023 (the "Termination Date"), provided, that
the Termination Date shall be automatically extended for two (2) months if the Closing shall not have occurred by April 30, 2023, (v)
by Digital Virgo, if the Company fails to consummate the Transactions following the satisfaction of the conditions to the Company's
closing, (vi) by Digital Virgo, if the Company fails to consummate the Transactions prior to the Termination Date (as such date may be
extended, if at all) as a result of the Company's failure to satisfy the Available Cash closing condition and/or the CCOD closing
condition, and (vii) by the Company, if Digital Virgo fails to consummate the Transactions following the satisfaction of the conditions
to Digital Virgo's closing.

 Digital
Virgo will be obligated to pay the Company a termination fee of $2,000,000 if the Amended and Restated Business Combination Agreement
is terminated by the Company pursuant to clause (vii) of the preceding paragraph. The Company will be obligated to pay Digital Virgo
a termination fee of $2,000,000 if the Amended and Restated Business Combination Agreement is terminated by Digital Virgo pursuant to
clauses (v) or (vi) of the preceding paragraph.

 Note
Regarding the Amended and Restated Business Combination Agreement

 The
Amended and Restated Business Combination Agreement contains representations, warranties and covenants that the respective parties made
to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties
and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations
agreed to by the parties in connection with negotiating the Amended and Restated Business Combination Agreement. The Amended and Restated
Business Combination Agreement has been included as Exhibit 2.3 hereto to provide investors with information regarding its terms. It
is not intended to provide any other factual information about the parties to the Amended and Restated Business Combination Agreement.
In particular, the representations, warranties, covenants and agreements contained in the Amended and Restated Business Combination Agreement,
which were made only for purposes of the Amended and Restated Business Combination Agreement and as of specific dates, were solely for
the benefit of the parties to the Amended and Restated Business Combination Agreement, may be subject to limitations agreed upon by the
contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between
the parties to the Amended and Restated Business Combination Agreement instead of establishing these matters as facts) and may be subject
to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents
filed with the U.S. Securities and Exchange Commission (the "SEC"). Investors should not rely on the representations, warranties,
covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to
the Amended and Restated Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other
terms of the Amended and Restated Business Combination Agreement may be subject to subsequent waiver or modification by the parties in
their sole discretion without prior public notice. Moreover, information concerning the subject matter of the representations and warranties
and other terms may change after the date of the Amended and Restated Business Combination Agreement, which subsequent information may
or may not be fully reflected in the Company's public disclosures.

 Other
Agreements

 The
Amended and Restated Business Combination Agreement contemplates the execution of various additional agreements and instruments, including,
among others, the following:

and Restated Sponsor Support Agreement

with the execution of the Amended and Restated Business Combination Agreement, the Sponsor and certain other persons parties thereto
entered into an Amended and Restated Sponsor Support Agreement (the "Amended and Restated Sponsor Support Agreement"), which
amends and restates the Sponsor Support Agreement, dated as of November 17, 2022, by and among the Sponsor and certain other parties
in its entirety, pursuant to which each of the Sponsor and such other persons has agreed to, among other things, (i) vote all of its
shares of common stock of the Company in favor of the Transactions and each of the other proposals presented by the Company at the special
meeting of stockholders with respect to the Transactions, (ii) waive its redemption rights with respect to its shares of common stock
of the Company in connection with the Transactions and (iii) not transfer any securities of the Company until the Closing or termination
of the Amended and Restated Business Combination Agreement (except in limited circumstances).

 The
foregoing description of the Amended and Restated Sponsor Support Agreement does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Amended and Restated Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.12.

and Restated Investor Rights Agreement

with the execution of the Amended and Restated Business Combination Agreement, Digital Virgo, the Company, the Sponsor, the Digital Virgo
Shareholders and certain other persons parties thereto entered into an Amended and Restated Investor Rights Agreement (the "Amended
and Restated Investor Rights Agreement"), which amends and restates the Investor Rights Agreement, dated as of November 17, 2022,
by and among the Company, Sponsor, the Digital Virgo Shareholders and certain other parties in its entirety. Pursuant to the Amended
and Restated Investor Rights Agreement, (i) the board of directors of Digital Virgo shall be comprised of thirteen (13) directors at
and immediately following the Closing, of which, five (5) individuals shall be proposed by the Sponsor (the "Sponsor Directors")
for so long as the Sponsor and the "Other Holders" (as defined in the Amended and Restated Investor Rights Agreement, and
their respective permitted transferees) own at least 50% of the number of the Digital Virgo Shares owned by the Sponsor and the Other
Holders on the Closing Date (which shall be reduced to three (3) individuals if that percentage drops to 25%) and eight (8) individuals
shall be proposed by the Digital Virgo Shareholders (acting through their representative, IODA S.A.) for so long as the Digital Virgo
Shareholders (and their permitted transferees) own at least 50% of the number of the Digital Virgo Shares owned by the Digital Virgo
Shareholders on the Closing Date (which shall be reduced to five (5) individuals if that percentage drops to 25%), (ii) the board of
directors of Digital Virgo shall be divided into three classes of directors, with each class serving for staggered three-year terms,
provided that the Sponsor Directors shall be Class III directors, (iii) the Sponsor shall be able to propose two (2) non-voting board
observers, (iv) the Digital Virgo Shareholders shall be able to propose one (1) non-voting board observer, (v) Digital Virgo will agree
to undertake certain resale shelf registration obligations in accordance with the U.S. Securities Act of 1933, as amended (the "Securities
Act") and certain holders have been granted customary demand and piggyback registration rights, and (vi) the Digital Virgo Shareholders,
the Sponsor and the Other Holders agree to a six (6) month lock-up period for their Digital Virgo Shares, subject to certain exceptions,
provided that the Digital Virgo Shares held by IODA S.A. will be subject to additional transfer restrictions if such transfer would result
in a default or event of default under Digital Virgo's existing credit facility.

 The
foregoing description of the Amended and Restated Investor Rights Agreement does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Amended and Restated Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.13.

and Restated Initial Shareholders Forfeiture Agreement

with the execution of the Amended and Restated Business Combination Agreement, the Sponsor and the Company entered into an Amended and
Restated Initial Shareholders Forfeiture Agreement (the "Amended and Restated Initial Shareholders Forfeiture Agreement"),
which amends and restates the Initial Shareholders Forfeiture Agreement, dated as of November 17, 2022, by and between the Sponsor and
the Company in its entirety, pursuant to which the Sponsor agreed to forfeit 646,875 shares of common stock of the Company for no consideration
effective as of the Closing.

 The
foregoing description of the Amended and Restated Initial Shareholders Forfeiture Agreement does not purport to be complete and is qualified
in its entirety by the terms and conditions of the Amended and Restated Initial Shareholders Forfeiture Agreement, a copy of which is
attached hereto as Exhibit 10.14.

 Extension;
Redemption

 On
February 7, 2023, stockholders of Goal Acquisitions Corp. (the "Company") approved an amendment (the "Trust Agreement
Amendment") to the Investment Management Trust Agreement, dated February 10, 2021, by and between the Company and Continental Stock
Transfer & Trust Company ("Continental") (the "Trust Agreement"), to change the date on which Continental
must commence liquidation of the amount on deposit in the trust account (the "Trust Account") established in connection with
the Company's initial public offering from February 16, 2023 to March 18, 2023, subject to extension by the board of directors
for up to five additional thirty-day periods (the latest of which such date is referred to as the "New Termination Date").

 The
foregoing description of the Trust Agreement Amendment does not purport to be complete and is qualified in its entirety by reference
to Exhibit 10.15.

 On
February 7, 2023, the Company's stockholders also approved an amendment (the "First Charter Amendment") to the
Amended and Restated Certificate of Incorporation of the Company (the "Charter") to (i) extend the initial period of
time by which the Company has to consummate an initial business combination to the New Termination Date and (ii) make other
administrative and technical changes in the Charter in connection with the New Termination Date, in each case, pursuant to an
amendment in the form set forth in Annex A of the proxy statement. The Company filed the Charter Amendment with the Secretary of
State of the State of Delaware on February 8, 2023.

 The
foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit
3.4.

 In
connection with the stockholders' approval and implementation of the First Charter Amendment, the holders of 16,328,643 Public
Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.13 per share, for an
aggregate redemption amount of approximately $165,489,172. Following such redemptions, 9,546,357 Public Shares remain outstanding
and the Company expects to have approximately $96,751,378 remaining in the Trust Account. Also, see below Part I, Item 1. Business – Effecting a Business Combination: Liquidation if No Business Combination
for additional redemption activity.

 Our
Team

Schiller serves as our Chief Executive Officer. General Schiller is Chairman of Charlestowne Holdings, a financial advisory firm
(2018-present). He is Vice Chairman of the digital, media and sports practice of the Diversified Search Group (2015-present). He previously
served as Commissioner of the Southeastern Conference (1986-1990) and America's Cup (2015-2017), executive director of the United
States Olympic Committee (1990-1995), president of Turner Sports (1995-2000), president of Atlanta Thrashers NHL hockey team (1997-1999),
Chairman of the financial services firm Assante USA (2002-2004), Chairman of the security firm Global Options (2006-2013), and Chairman
of YankeeNets, owners of the New York Yankees, New Jersey Devils, and New Jersey Nets (2000-2002) and developer of the YES network (2001-2002).
He is also lead director of Mesa Air Group (2015-present), board member of Blinktbi (2018-present) and chair of Sportsgrid and the Collegiate
Sports Management Group (2018-present). General Schiller served a distinguished career as an Air Force pilot (1962-1986) and was a Presidential
appointed permanent professor (1980-1986) at the U.S. Air Force Academy and White House Commission on Presidential Scholars (2005-2009).
Other appointments include NCAA executive committee (1982-1988), Olympic Games consultant (1984-2012), International Baseball President,
board member of the Baseball Hall of Fame (present) and World Baseball Classic (present). General Schiller is a distinguished graduate
of The Citadel and earned a PhD in Chemistry from the University of Michigan.

T. Duffy serves as our Chief Financial Officer and Chief Operating Officer. Mr. Duffy served as the Vice Chairman of The
Aspire Sports Marketing Group, LLC ("Aspire"), a sports consulting firm which he co-founded in 2008 and held the position of Vice-Chairman from January 2020 until May 2023. From 2016 to 2019,
he was the CEO of Aspire and he previously held other positions at Aspire, including two years as COO, and has served on its board
of managers since 2014. Mr. Duffy's career has focused on turnarounds of underperforming franchises with a focus on maximizing
employee performance and revenue generation and reducing operating costs, while creating cultures of accountability through hands on
leadership and career development of employees. His international experience at Aspire includes consulting on projects with The R
& A, Leicester City FC and Tijuana Xolos (Liga MX). From 2010 to 2013, Mr. Duffy briefly left Aspire and oversaw finance and
arena operations in a variety of roles at Bobcats Sports and Entertainment, including roles as EVP, CFO and CAO. He served as
liaison to the City of Charlotte for the expansion NBA Franchise Charlotte Bobcats and Time Warner Cable Arena. Prior to Aspire, Mr.
Duffy held the positions of CFO of the San Francisco 49ers (1996-1999), CAO of the Buffalo Bills (1999-2000), CFO of the Florida
Panthers (2001-2003) and EVP, CFO of Atlanta Spirit, LLC (2004-2008), a group that bought the operating rights of the Atlanta Hawks,
Atlanta Thrashers and Philips Arena in 2004 Mr. Duffy holds a Masters of Science in Accounting from New York University, and AB in
Economics from Princeton University and has earned a CPA.

 David
B. Falk will serve as a member of our board of directors and as our Senior Advisor. Mr. Falk is the founder of Falk Associates
Management Enterprises (FAME) which provides specialized and personal representation services to the company's elite clientele
of NBA superstars. Prior to founding FAME in 1992, Mr. Falk served as vice chairman of ProServ where he represented numerous professional
athletes. Mr. Falk has successfully negotiated a number of large and notable NBA contracts, including Alonzo Mourning's historical
$100 million contract in 1995 and Michael Jordan's 1996 one-year contract for $30 million. Mr. Falk was also influential in the
creation of the "Air Jordan" brand and was an executive producer of the movie "Space Jam." Mr. Falk is an investor
in Consumable, a digital advertising company, Hyperwave, a cooking technology company, Ostendo, a quantum photonics technology company,
Wheels Up, an aviation company, and Block Six Analytics. Mr. Falk first attended and is now a member of the Board of Trustees for Syracuse
University. Mr Falk endowed and founded the David B. Falk College of Sports and Human Dynamics at Syracuse University, a leading sports
program in the U.S.

 Donna
Orender serves as a member of our board of directors. Ms. Orender spent 17 years at the PGA TOUR where she served as one of three
senior executives in the Office of the Commissioner. During her time there, she exponentially grew the TOUR's television rights
and led a major expansion of global production, programming distribution and digital business while also founding PGA TOUR Radio with
partner Sirius XM. From 2005 to 2010, Ms. Orender served as the President of the WNBA. During her term business metrics that saw growth
included sponsorship, television ratings, profitability and attendance growth (following an eight year decline). Ms. Orender began her
current role as Chief Executive Officer of Orender Unlimited, a consulting and advisory firm, in 2011. Ms. Orender serves on the nominating
and compensation committees for the V Foundation for Cancer Research board, the board of the World Surf League, and is the founder of
Generation W, an organization that focuses on educating, inspiring and connecting women and girls in the service of building better communities.
Ms. Orender received a B.A. from Queens College and is a multiple hall of fame athlete.

L. Shropshire will serve as a member of our board of directors. Mr. Shropshire has been a faculty member of the Wharton School
at the University of Pennsylvania ("Wharton") since 1986, where he is now an emeritus professor, with an expertise in sports
business and law. During his tenure at Wharton, Mr. Shropshire founded the Wharton Sports Business Initiative in 2004, a sports business
research center and served as a director until 2017. One such example of the innovative programming Mr. Shropshire developed at Wharton
includes the NFL/NFLPA Player Business Education Transition Program. Currently, in addition to being a professor emeritus at Wharton,
Mr. Shropshire is the Chief Executive Officer of the Global Sport Institute, and serves as the Adidas Distinguished Professor of Global
Sport at Arizona State University since joining in 2017. Mr. Shropshire has served as a director of Moelis & Company since 2014.
In addition, Mr. Shropshire acts as an advisor to multiple organizations in the sports industry, including Altius Sports Partners, Arctos
Sports Partners, Overtime Elite, and Pro Sports Assembly. Mr. Shropshire earned an undergraduate degree in economics from Stanford University
and a law degree from Columbia University, and is a member of the California bar. He joined the law firm of Manatt, Phelps, Rothenberg
and Tunney in Los Angeles prior to working with the 1984 Olympic Games and beginning his lengthy career at Wharton. Mr. Shropshire was
also the former President of the Sports Lawyers Association, the largest organization of sports lawyers in the world.

 Past
performance of our Team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business
combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical performance
record of our Team as indicative of our future performance. Additionally, in the course of their respective careers, members of our Team
have been involved in businesses and deals that were unsuccessful. Our officers and directors have no experience with special purpose
acquisition companies. In addition, our officers and directors may have conflicts of interest with other entities to which they owe fiduciary
or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities
for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that
such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table
and subsequent explanatory paragraph under "Management — Conflicts of Interest".

 Advisors

 Jon
Miller will serve as Chairman of our advisory board as well as a board observer. Mr. Miller currently serves as a director of
Akamai Technologies, Inc., Nielsen Holdings plc., AMC Networks Inc., Interpublic Group of Companies, Inc. and J2 Global, Inc. From 2013
until January 2018, Mr. Miller was a partner at Advancit Capital, where he continues to serve as an advisor and member of the Investment
Committee. He previously has served as Chairman and Chief Executive Officer of the Digital Media Group at News Corp., and was its Chief
Digital Officer from April 2009 to September 2012. Mr. Miller was a founding partner of Velocity Interactive Group, an investment firm
focusing on internet and digital media, from its inception in 2007 to 2009. Prior to founding Velocity, Mr. Miller served as the Chairman
and Chief Executive Officer of America Online, Inc. ("AOL") from 2002 to 2006. Prior to joining AOL, Mr. Miller served as
Chief Executive Officer and President of USA Information and Services. Mr. Miller previously served as a director of, among others, Houghton
Mifflin Harcourt Co., Ticketmaster, LiveNation Entertainment, Inc., RTL Group SA, Shutterstock, Inc. and TripAdvisor, Inc.. Mr. Miller
is a trustee of the American Film Institute and The Paley Center for Media. Mr. Miller holds a B.A. from Harvard College.

 Alex
Greystoke will serve as a member of our advisory board and is one of our founders. Mr. Greystoke is a successful serial entrepreneur
with a breadth of skills in a diverse range of industries. Mr. Greystoke is the founder of multiple AI technology companies including
TripChamp, VacationChamp and TravelChamp. He is the inventor of three granted artificial intelligence patents, with eight pending patent
applications. Mr. Greystoke is also an investor with investments in real estate, food and beverage, technology and other sectors. Mr.
Greystoke founded HSC, a boutique corporate finance business raising money for and helping emerging companies commercialize in a range
of sectors including technology, energy, healthcare and consumer products utilizing his wide network of partners throughout Asia, Europe,
the Middle East and the U.S. Mr. Greystoke has served as director to numerous companies in the education, technology, AI and renewable
energy spaces, and has served as a Chairman to a U.K. listed Chinese manufacturing company.

 Raghu
Kilambi will serve as a member of our advisory board and is one of our founders. Mr. Kilambi has been CEO of PowerTap Hydrogen
Fueling Corp. since May 2020. Mr. Kilambi previously served as Vice Chairman and Chief Financial Officer of ConversionPoint Technologies
from December 2017 to January 2020. ConversionPoint was sold in two transactions to a private equity-backed group and a strategic buyer.
Mr. Kilambi has also been the principal of Kirarv Capital, a technology investment firm, since June 2009. Mr. Kilambi has raised over
$1 billion of equity and debt capital for growth private and public companies in his career and has also been a senior officer and director
of companies that were awarded Barron's ASAP Magazine Top Ramp Champ awards and Profit Magazine's Top 3 Growth Company awards.
Previously, from 1998 to 2001, Mr. Kilambi was the Co-Founder, CFO and Chief Strategy Officer of FutureLink Corp., a leading first-generation
VC-backed cloud computing technology company that grew from startup to over $100 million in annualized revenues. Mr. Kilambi graduated
with Great Distinction with a Bachelor of Commerce (University Scholar), received a Graduate Diploma in Public Accounting from McGill
University (Top 10 List), and qualified as a Canadian Chartered Accountant in 1989 (inactive).

 Amber
Allen will serve as a member of our advisory board. Ms. Allen's experience has been focused in the technology,
entertainment and gaming industries, having spent her career at major companies including Reebok, Disney, Warner Bros., and Riot Games.
Currently, Ms. Allen serves as the founder of Double A Labs, a leader in developing transformative technologies and experiences for brand
engagement. Ms. Allen serves on the Advisory Board of University of Texas Game and Development Design and is a member of
the Fashion Institute of Technology. Ms. Allen also volunteers with Women Who Code and is an advisor to both Dell Women's Entrepreneurship
Network and Dell Project Innovate.

 Bart
Oates will serve as a member of our advisory board. Mr. Oates was a starting center for the USFL Philadelphia Stars, New York
Giants and San Francisco 49ers, for a total 14 seasons of professional football. In the offseasons, Mr. Oates attended Seton Hall Law
School where he graduated with honors and joined the law firm of Ribis, Graham & Curtin in Morristown N.J., where he focused on litigation
and real estate tax appeal work. Currently, Mr. Oates serves as President of the NFL Alumni Association, a position that allows him to
advocate on behalf of former players to establish benefits and opportunities.

 Martin
Gruschka will serve as a member of our advisory board. Mr. Gruschka began his career in 1990 as a management consultant for a
Deutsche Bank Group subsidiary, with a focus on East German Privatization projects. Thereafter, he led the European media practice of
Arthur D. Little, a global management consulting group, from 1996 to 1999. Having spent time as an associate director at Deutsche Morgan
Grenfell's media investment banking division, he co-founded Springwater Capital LLC in 2002 where he currently acts as Managing
Partner. Mr. Gruschka has served as Chairman, President, Board Member and CEO of more than forty companies throughout Europe and the
U.S. in a diverse range of sectors, including media & communications, aerospace, engineering, logistics, recycling, technology, tourism
and business process outsourcing.

 Danielle
Cantor Jeweler will serve as a member of our advisory board. Ms. Jeweler is the Executive Vice President and Partner at FAME,
and is an NBPA Certified Agent, representing current and retired NBA talent. Together with partner David Falk, Danielle negotiates contracts
for a number of NBA players. Ms. Jeweler has also negotiated a myriad of national and international endorsement deals for her basketball
clients. In September 2017, Danielle was honored by the Sports Business Journal as a Gamechanger in the sports industry, as the only
female registered agent with active NBA clients. In July 2019, she negotiated the largest guaranteed sports contract by a female agent
(Malcolm Brogdon, with the Indiana Pacers, for 4 years and $85 million). Ms. Jeweler is a member of the Leadership Council for PeacePlayers,
International, and she serves on the Board of Advisors for Most Valuable Kids, the Roy Hibbert Foundation, and Little Smiles. A native
Washingtonian, Ms. Jeweler graduated from the University of Pennsylvania ("UPenn") in the Annenberg School for Communications
and from The Wharton School for Business. Ms. Jeweler is a competitive youth girls soccer coach and played Division 1 soccer at UPenn.

 Marc
Wade will serve as a member of our advisory board. Mr. Wade is a financier, philanthropist and founder of Wade & Company,
a family office. Mr. Wade has historically invested in a diversified portfolio of businesses with a primary focus on asset backed lending.
His portfolio has included commercial real estate, banking, energy, sports and entertainment, technology and securities lending. Mr.
Wade was a minority investor in the NHL franchise New Jersey Devils and Devils Entertainment. Mr. Wade is also Co-Founder of BTI, one
of South America's largest aggregators of cell phone towers.

 Garret
Klugh will serve as a member of our advisory board. Mr. Klugh is the COO of Falk Ventures. He is an internationally recognized
Olympian and frequent guest speaker, lecturer and panelist in the sports-tech industry. Mr. Klugh earned his undergraduate degree at
San Diego State University and his MBA from George Washington University. At SDSU, Mr. Klugh served as the President of the men's
rowing team. He went on to represent the U.S. on six National Teams and one Olympic Team (Athens 2004). Mr. Klugh won the World Rowing
Championship in 1999 and was honored to be selected by his peers as the Athlete Representative on the Board of Directors for USRowing.

 Doug
Perlman will serve as a member of our advisory board. Mr. Perlman is the founder and CEO of Sports Media Advisors ("SMA"),
a boutique advisory firm which focuses on the intersection of sports, television and digital media. Mr. Perlman has worked on all of
SMA's client engagements including those with the NFL, NASCAR, USTA, UFC, Hockey Canada, Little League, NextVR and several leading
private equity firms. Prior to SMA, he established himself throughout the sports industry in senior executive roles at the NHL and IMG.
Among other accolades, Mr. Perlman has been named to the prestigious Sports Business Journal Forty Under 40 three times, earning a spot
in their "Hall of Fame." Mr. Perlman has been recognized by multiple industry publications and organizations as a leader
in the sports, media, and technology industries, including being named one of the 100 Most Powerful People in Sports by the Sporting
News while at the NHL. Mr. Perlman regularly appears on television and is often a featured speaker at industry and other events.

 We
currently expect our advisors to (i) assist us in sourcing, negotiating and consummating a potential business combination, (ii) provide
their business insights when we assess potential business combination targets and (iii) upon our request, provide their business insights
as we work to create additional value in the businesses that we acquire. However, they have no written advisory agreement with us. Additionally,
these individuals have no other employment or compensation arrangements with us. They will not serve on the board or any committee thereof,
nor will they have any voting or decision making capacity on our behalf. They will also not be required to devote any specific amount
of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if any of them
become aware of a business combination opportunity which is suitable for us, they are under no obligation to introduce it to us before
any other prospective acquiror.

 Business
Strategy

 The
impact of the COVID-19 pandemic on U.S. and global professional sports and entertainment industries has been profound. In-stadium revenue
opportunities, such as ticket and premium seating sales, concessions, merchandise and parking have reduced substantially compared to
pre-COVID levels. As a result, sports franchises and vendors are facing a huge strain on cash flow, leaving ownership groups without
the appetite, nor liquidity to continue franchise funding for an undetermined period of time. Organizations with inefficient operating
models are experiencing significantly more stress during these times, leading many groups to reevaluate their management relationships.
COVID-19 has also had a significant impact on businesses associated with or dependent on sports, for example groups holding media rights,
sports marketing groups and agencies and suppliers to the sports industry. We believe the totality of these circumstances presents a
unique opportunity to acquire special situation sports and media assets that would not otherwise be for sale and/or to acquire these
businesses at opportunistic prices.

 With
the resulting pressures of these limitations and uncertainties in general, the need for innovative and dynamic operating models is evident.
We believe that with the current landscape, our Team will have the leverage to identify and acquire assets with great potential at opportunistic
price points. As more sports franchises, and sports and media related businesses understand the necessity of building global brands in
order to compete for revenue and brand recognition across fan bases, mature management teams, experiences and expertise will be required
to enhance visibility and profitability.

 We
believe that our Team can provide all of these attributes to a potential initial business combination target. Our Team has a demonstrated
extensive track record of successful value creation and enhancement (including complex turnarounds) with sports-oriented and media assets
and also has access to proprietary opportunities globally that can be leveraged to drive value. Our Team's experience includes
negotiating record setting naming rights, cable, TV, radio, licensed merchandise, sponsorship and food service deals with numerous franchises,
as well as numerous facility leasing, financing and construction contracts. This experience includes managing the business operations
of professional athletes (including Michael Jordan and Patrick Ewing), sports franchises (the New York Yankees, Florida Panthers, San
Francisco 49ers, Atlanta Thrashers, Atlanta Hawks and Charlotte Bobcats) and leagues (including the WNBA, the PGA Tour and the NCAA's
Southeastern Conference).

 Our
Team has also directly worked in the trenches to turnaround organizations, athletes and brands. In addition, we intend to utilize the
established global relationships of our Team both for sourcing opportunities and to grow the opportunity which we pursue. Over the course
of their careers, the members of our Team have developed a broad network of contacts and corporate relationships that we believe will
serve as a useful source of acquisition opportunities.

 Our
Team has experience globally in:

 Managing
 brands, athletes and sports entities;

 Significant
 experience in the media, sports gaming and new technologies sectors;

 Operating
 and turning around companies, implementing and executing growth strategies and cost saving initiatives;

 Developing
 and growing companies, both organically and through acquisitions and strategic transactions, and expanding the product range;

 Providing
 strategic guidance to develop revenue and commercial opportunities; and

 Identifying,
 mentoring and recruiting world-class talent.

 Acquisition
Criteria

 Consistent
with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective
target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter
into our initial business combination with a target business that does not meet any of these criteria and guidelines.

 We
intend to seek to acquire companies, brands, assets and/or teams that we believe meet certain of the following criteria:

 Minimum
 enterprise values of between $600 million and $1 billion;

 Impacted
 by recent factors such as COVID-19, mismanagement, media issues, overextension or arbitrage (what we call special situation opportunities);

 Could
 benefit from the substantial expertise, experience and network of our Team;

 Have
 attractive growth prospects or have the potential for having attractive growth prospects;

 Have
 a competitive advantage or have the potential for having a competitive advantage;

 Exhibit
 industry leadership or have the potential for exhibiting industry leadership;

 Exhibit
 potential for global expansion in sports, sponsorship and brand recognition;

 Would
 benefit from a public acquisition currency; or ownership would benefit from liquidity;

 Demonstrate
 attractive valuation;

 Demonstrate
 potential for free cash flow generation; and

 Have
 secondary potential revenue streams.

 These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria deemed relevant by
our management in effecting our initial business combination consistent with our business objectives. In the event that we decide to
enter into our initial business combination with a target business that does not meet any of the above criteria and guidelines, we will
disclose that the target business does not meet any of the above criteria in our shareholder communications related to our initial business
combination.

 Effecting
a Business Combination

 General

 We
intend to utilize cash derived from the proceeds of our initial public offering ("IPO") and the private placement of
private units, our capital stock, debt or a combination of these in effecting a business combination. Please see Part I, Item 1.
Business – Proposed Business Combination above for information regarding a definitive agreements we have entered into in
respect of a potential business combination with Digital Virgo and our Charter Amendments that were filed with the Secretary of
State of the State of Delaware.

 Conversion
Rights

 At
any meeting called to approve an initial business combination (including the meeting called to approve the Digital Virgo transaction),
public stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination
or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business days
prior to the consummation of the initial business combination, less any taxes then due but not yet paid. Alternatively, we may provide
our public stockholders with the opportunity to sell their shares of our common stock to us through a tender offer (and thereby avoid
the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account,
less any taxes then due but not yet paid.

 Our
sponsor, initial stockholders and our officers and directors do not have conversion rights with respect to any shares of common stock
owned by them, directly or indirectly, whether acquired prior to our IPO or purchased by them in our IPO or in the aftermarket. Additionally,
the holders of the representative shares do not have conversion rights with respect to the representative shares.

 We
may require public stockholders, whether they are a record holder or hold their shares in "street name," to either (i) tender
their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company's
DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option, in each case prior to a date set forth in the proxy materials
sent in connection with the proposal to approve the business combination.

 There
is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether
or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking
to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of
when such delivery must be effectuated. However, in the event we require stockholders seeking to exercise conversion rights prior to
the consummation of the proposed business combination and the proposed business combination is not consummated this may result in an
increased cost to stockholders.

 Any
proxy solicitation materials we furnish to stockholders in connection with a vote for any proposed business combination will indicate
whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have
from the time the stockholder received our proxy statement up until the vote on the proposal to approve our initial business combination
to deliver his shares if he wishes to seek to exercise his conversion rights. This time period varies depending on the specific facts
of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or
his shares are held in "street name," in a matter of hours by simply contacting the transfer agent or his broker and requesting
delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot
assure you of this fact. Please see the risk factor titled " In connection with any stockholder meeting called to approve a proposed
initial business combination, we may require stockholders who wish to convert their shares in connection with a proposed business combination
to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior
to the deadline for exercising their rights " for further information on the risks of failing to comply with these requirements.

 Any
request to convert such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or the expiration
of the tender offer. Furthermore, if a holder of public shares delivered his certificate in connection with an election of their conversion
and subsequently decides prior to the applicable date not to elect to exercise such rights, he may simply request that the transfer agent
return the certificate (physically or electronically).

 If
the initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their
conversion rights would not be entitled to convert their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any shares delivered by public holders.

 Liquidation
if No Business Combination

 Our
amended and restated certificate of incorporation provides that we will have only 24 months from the closing of our IPO to complete an
initial business combination. This time period was extended to the New Termination Date pursuant to the Charter Amendment described above
under Part I, Item 1. Business – Proposed Business Combination. If we have not completed an initial business combination by such
date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including any interest not previously released to us but net of taxes payable, divided by
the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law.

 Our
sponsor, initial stockholders, officers and directors have agreed that they will not propose any amendment to our amended and restated
certificate of incorporation that would affect our public stockholders' ability to convert or sell their shares to us in connection
with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete a business combination prior to the New Termination Date unless we provide our public stockholders with the opportunity
to convert their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest not previously released to us but net of franchise and income taxes payable, divided
by the number of then outstanding public shares. This redemption right shall apply in the event of the approval of any such amendment,
whether proposed by our sponsor, initial stockholders, executive officers, directors or any other person.

 Under
the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent
of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders
upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business combination within
the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures
set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims
against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period
during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions
are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's
pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after
the third anniversary of the dissolution. It is our intention to redeem our public shares as soon as reasonably possible following the
New Termination Date, and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be
liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend
well beyond the third anniversary of such date.

 Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares
in the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution
under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation
Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of
three years, as in the case of a liquidation distribution.

 Because
we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation
Law requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending
claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company,
rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only
likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses (including
Digital Virgo).

 We
are required to seek to have all third parties (including any vendors or other entities we engage after our IPO) and any prospective
target businesses enter into agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies
held in the trust account. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that
any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will
be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders.
Nevertheless, Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering, will not execute agreements
with us waiving such claims to the monies held in the trust account. Furthermore, there is no guarantee that other vendors, service providers
and prospective target businesses will execute such agreements. Nor is there any guarantee that, even if they execute such agreements
with us, they will not seek recourse against the trust account. Our sponsor has agreed that it will be liable to ensure that the proceeds
in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities
that are owed money by us for services rendered or contracted for or products sold to us, but we cannot assure you that it will be able
to satisfy its indemnification obligations if it is required to do so. We have not asked our sponsor to reserve for such indemnification
obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe
that our sponsor's only assets are securities of our company. Therefore, we believe it is unlikely that our sponsor will be able
to satisfy its indemnification obligations if it is required to do so. Additionally, the agreement our sponsor entered into specifically
provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business
or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have
in or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act. As a result, if we liquidate, the per-share distribution from the trust
account could be less than $10.00 due to claims or potential claims of creditors.

 We
anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after the New Termination Date and anticipate
it will take no more than 10 business days to effectuate such distribution. The holders of the founders' shares and private shares
have waived their rights to participate in any liquidation distribution from the trust account with respect to such shares. There will
be no distribution from the trust account with respect to our warrants, which will expire worthless. We will pay the costs of any subsequent
liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has contractually agreed
to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has
contractually agreed not to seek repayment for such expenses.

 If
we are unable to complete an initial business combination and expend all of the net proceeds of our IPO, other than the proceeds
deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share
redemption price would be $10.00. As discussed above, the proceeds deposited in the trust account could become subject to claims of
our creditors that are in preference to the claims of public stockholders. Also, as discussed above under above under Part I, Item
1. Business – Proposed Business Combination, in February 2023 we redeemed 16,328,643 public shares at a redemption price of
approximately $10.13 per share, for an aggregate redemption amount of approximately $165,489,172, in connection with the First
Charter Amendment filed with the Secretary of State of the State of Delaware on February 8, 2023.

 On August 14, 2023, we redeemed 8,708,098 public shares
at a redemption price of approximately $10.50 per share, for an aggregate redemption amount of approximately $91,398,232, in connection
with the Second Charter Amendment filed with the Secretary of State of the State of Delaware on August 14, 2023.

 On November 8, 2023, we redeemed 571,909 public shares
at a redemption price of approximately $10.63 per share, for an aggregate redemption amount of approximately $6,077,050, in connection
with the Third Charter Amendment filed with the Secretary of State of the State of Delaware on November 8, 2023.

 On February 7, 2024, we redeemed 52,181 public shares
at a redemption price of approximately $10.63 per share, for an aggregate redemption amount of approximately $554,562, in connection with
the Fourth Charter Amendment filed with the Secretary of State of the State of Delaware on February 7, 2024.

 Our
public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete a business
combination within the required time period, if the stockholders seek to have us convert or purchase their respective shares upon a business
combination which is actually completed by us or upon certain amendments to our amended and restated certificate of incorporation prior
to consummating an initial business combination. In no other circumstances shall a stockholder have any right or interest of any kind
to or in the trust account.

 If
we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held
in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims
of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we
cannot assure you we will be able to return to our public stockholders at least $10.00 per share.

 If
we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions
received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer"
or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders.
Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after the New
Termination Date, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with
respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties
to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying
public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be
brought against us for these reasons.

and Restated Certificate of Incorporation

 Our
amended and restated certificate of incorporation (as amended in February 2023 by the Charter Amendment described above) contains certain
requirements and restrictions relating to our IPO that will apply to us until the consummation of our initial business combination. These
provisions cannot be amended without the approval of a majority of our stockholders. If we seek to amend any provisions of our amended
and restated certificate of incorporation that would affect our public stockholders' ability to convert or sell their shares to
us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of
our public shares if we do not complete a business combination prior to the New Termination Date, we will provide dissenting public stockholders
with the opportunity to convert their public shares in connection with any such vote. This conversion right shall apply in the event
of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director, or any other person. Our sponsor,
officers and directors have agreed to waive any conversion rights with respect to any founders' shares, private shares and any
public shares they may hold in connection with any vote to amend our amended and restated certificate of incorporation. Specifically,
our amended and restated certificate of incorporation provides, among other things, that:

 we
 shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders
 may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or don't
 vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2)
 provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for
 a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net
 of taxes payable), in each case subject to the limitations described herein;

 we
 will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 immediately prior to
 or upon consummation of such business combination and, if we seek stockholder approval, a majority of the outstanding shares of common
 stock voted are voted in favor of the business combination;

 if
 our initial business combination is not consummated prior to the New Termination Date, then we will redeem all of the outstanding
 public shares and thereafter liquidate and dissolve our company;

 upon
 the consummation of our IPO, approximately $258.75 million was placed into the trust account, although as noted above an aggregate
 of 25,660,831 Public Shares were redeemed for $262.96 million in connection with the Charter Amendments described above;

 we
 may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization
 or similar transaction prior to our initial business combination; and

 prior
 to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust
 account, or that votes as a class with the common stock sold in our IPO on an initial business combination.

 Employees
and Human Capital Resources

 We
have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to
devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based
on whether a target business has been selected for our initial business combination and the stage of our initial business combination
process the Company is in. Accordingly, once a suitable target business to acquire has been located, management may spend more time investigating
such target business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had
been spent prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as
they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of our
initial business combination.

 Periodic
Reporting and Audited Financial Statements

 We
have registered our units, common stock and warrants under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports, such as this annual report on Form 10-K, contain financial statements audited and reported on by our independent registered
public accountants.

 We
will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation sent
to stockholders to assist them in assessing the target business. In all likelihood, the financial information included in the proxy solicitation
materials will need to be prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), or international
financial reporting standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, depending on the circumstances,
and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting
Oversight Board (United States), or PCAOB. The financial statements may also be required to be prepared in accordance with U.S. GAAP
for the Form 8-K announcing the closing of an initial business combination, which would need to be filed within four business days thereafter.
We cannot assure you that any particular target business selected by us as a potential acquisition candidate will have the necessary
financial information. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

 We
have evaluated our internal control over financial reporting for the fiscal year ending December 31, 2022. A target company may not be
in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal
controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any
such acquisition.

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by The Jumpstart Our Business
Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors
find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities
may be more volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our initial public offering ("IPO"), (b) in which we have total annual gross revenue of at least $1.235
billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held
by non-affiliates exceeds $700 million as of the prior June 30 th, and (2) the date on which we have issued more than $1.0
billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company"
shall have the meaning associated with it in the JOBS Act.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares
of common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30 th, or (2) our annual
revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our shares of common stock
held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30 th. To the extent we take advantage of
any reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or
impossible.

 ITEM
1A. RISK FACTORS.

 An
investment in our securities involves a high degree of risk. You should consider carefully the risks described below, which we believe
represent some of the material risks related to our securities, together with the other information contained in this annual report,
before making a decision to invest in our securities. This annual report also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of
specific factors, including the risks described below.

 Risks
Relating to our Business Combination and Post-Business Combination Risks

 The
Amended and Restated Business Combination Agreement may be terminated in accordance with its terms and the Transaction may not be consummated.

 The
Amended and Restated Business Combination Agreement contains a number of conditions that must be fulfilled to complete the Transaction.
Those conditions include, but are not limited to: the approval of the Transaction by our shareholders; absence of any law enacted, issued,
promulgated enforced or entered by any specified governmental entity of competent jurisdiction that is in effect and makes illegal, permanently
enjoining or otherwise prohibiting the consummation of the merger; the continued accuracy of the representations and warranties of both
parties subject to specified materiality standards; the performance by both parties of their covenants and agreements in all material
respects; and that, since the date of the Amended and Restated Business Combination Agreement, there has been no occurrence, effect,
incident, action, failure to act or transaction that has had or would reasonably be expected to have, a material adverse effect on our
company. These conditions to the closing of the Transaction may not be fulfilled and, accordingly, the Transaction may not be consummated.
In addition, we or Digital Virgo may elect to terminate the Amended and Restated Business Combination Agreement in certain other circumstances,
and the parties can mutually decide to terminate the Amended and Restated Business Combination Agreement at any time prior to the closing
of the Transaction, whether before or after our shareholders approve the Merger. If the Amended and Restated Business Combination Agreement
is terminated under certain circumstances, we would be required to pay Digital Virgo a termination fee equal to $2 million. In July of
2023, Digital Virgo purported to terminate the Amended and Restated Business Combination Agreement, and the Company is pursuing all available
remedies in ICC arbitration.

 Failure
to complete the Transaction could negatively impact our stock price and our future business and financial results.

 If
the Transaction is not consummated, our ongoing businesses may be materially and adversely affected and, without realizing any of the
benefits of having completed the Transaction, we will be subject to a number of risks, including the following:

 matters
 relating to the Transaction (including integration planning) have required and will continue to require substantial commitments of
 time and resources by our management, which could otherwise have been devoted to searching for a different target company for our
 initial business combination;

 we
 will be required to pay certain costs relating to the Transaction, including legal, accounting, filing and other fees expenses, whether
 or not the Transaction is completed; and

 the
 current price of our common stock may reflect a market assumption that the Transaction will occur, meaning that a failure to complete
 the Transaction could result in a material decline in the price of our common stock;

 Our
directors and officers may have interests in the Transaction different from the interests of our shareholders.

 Certain
of our directors and executive officers negotiated the terms of the Amended and Restated Business Combination Agreement, and our board
of directors approved the Amended and Restated Business Combination Agreement and recommended that our shareholders vote in favor of
the Transaction. These directors and executive officers may have interests in the Transaction that are different from, or in addition
to, those of our shareholders generally. These interests include, but are not limited to, the treatment in the Transaction of warrants
and other rights held by our directors and executive officers, and provisions in the Amended and Restated Business Combination Agreement
regarding continued indemnification of and advancement of expenses to our directors and officers. Our shareholders should be aware of
these interests when they consider our board of directors' recommendation that they vote in favor of the Transaction.

 Our
board of directors was aware of these interests when it determined that the Transaction, on the terms and subject to the conditions set
forth in the Amended and Restated Business Combination Agreement, was fair to and in the best interests of the Company and its shareholder
and approved and declared advisable the Amended and Restated Business Combination Agreement, the Transaction and the other transactions
contemplated by the Amended and Restated Business Combination Agreement.

 We
will incur direct and indirect costs as a result of the Transaction.

 We
will incur substantial expenses in connection with and as a result of completing the Transaction and over a period of time following
the consummation of the Transaction. While we have assumed that a certain level of transaction expenses will be incurred, factors beyond
our control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature,
are difficult to estimate accurately.

 If
we are unable to consummate a business combination, our public stockholders may be forced to wait until the New Termination Date before
receiving distributions from the trust account.

 We
have until the New Termination Date to complete a business combination. We have no obligation to return funds to investors prior to such
date unless we consummate a business combination prior thereto and only then in cases where investors have sought to convert or sell
their shares to us. Only after the expiration of this full time period will public security holders be entitled to distributions from
the trust account if we are unable to complete a business combination. Accordingly, investors' funds may be unavailable to them
until after such date and to liquidate your investment, public security holders may be forced to sell their public shares or warrants,
potentially at a loss.

 If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption price received
by stockholders may be less than $10.00.

 Our
placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all
vendors and service providers we engage and prospective target businesses we negotiate with execute agreements with us waiving any right,
title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, they may
not execute such agreements. Furthermore, even if such entities execute such agreements with us, they may seek recourse against the trust
account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject
to claims which could take priority over those of our public stockholders. If we are unable to complete a business combination and distribute
the proceeds held in the trust account to our public stockholders, our sponsor has agreed (subject to certain exceptions described elsewhere
in this annual report) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share
by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted
for or products sold to us. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor's only assets
are securities of our company. Therefore, we believe it is unlikely that our sponsor will be able to satisfy its indemnification obligations
if it is required to do so. As a result, the per-share distribution from the trust account may be less than $10.00, plus interest, due
to such claims.

 Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds
held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to
the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust
account, we may not be able to return to our public stockholders at least $10.00.

 Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

 Our
amended and restated certificate of incorporation (as amended by the Charter Amendment) provides that we will continue in existence only
until the New Termination Date. If we have not completed a business combination by such date, we will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of
the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including any interest not previously released to us but net of taxes payable, divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii)
and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could
potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend well beyond the third anniversary of the date of distribution. Accordingly, we cannot assure you that third parties will not
seek to recover from our stockholders amounts owed to them by us.

 If
we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions
received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer"
or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders.
Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after expiration
of the time we have to complete an initial business combination, this may be viewed or interpreted as giving preference to our public
stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed
as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company
to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these reasons.

 A
provision of our warrant agreement may make it more difficult for us to consummate our initial business combination.

 If:

 we
 issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of
 our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock,

 the
 aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
 for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
 and

 the
 Market Value is below $9.20 per share,

 then
the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the price at which we issue
the additional shares of common stock or equity-linked securities. This may make it more difficult for us to consummate an initial business
combination with a target business.

 Since
we have not yet completed our initial business combination, we are unable to currently ascertain the merits or risks of the industry
or business in which we may ultimately operate.

 Although
we intend to focus on an acquisition in the sports industry, we may pursue an acquisition opportunity in any business industry or sector
we choose. Accordingly, there is no current basis for you to evaluate the possible merits or risks of the particular industry in which
we may ultimately operate or the target business which we may ultimately acquire. To the extent we complete our initial business combination
with a financially unstable company or an entity in its development stage, we may be affected by numerous risks inherent in the business
operations of those entities. If we complete our initial business combination with an entity in an industry characterized by a high level
of risk, we may be affected by the currently unascertainable risks of that industry. Although our management will endeavor to evaluate
the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all of
the significant risk factors.

 Our
ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts
of our key personnel, some of whom may join us following consummation of our initial business combination. While we intend to closely
scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals
will prove to be correct.

 Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. We believe that our
success depends on the continued service of our key personnel, at least until we have consummated our initial business combination. We
cannot assure you that any of our key personnel will remain with us for the immediate or foreseeable future. In addition, none of our
officers is required to commit any specified amount of time to our affairs and, accordingly, our officers will have conflicts of interest
in allocating management time among various business activities, including identifying potential business combinations and monitoring
the related due diligence. We do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected
loss of the services of our key personnel could have a detrimental effect on us.

 The
role of our key personnel after consummation of our initial business combination, however, cannot presently be ascertained. Although
some of our key personnel serve in senior management or advisory positions following our initial business combination, it is likely that
most, if not all, of the management of the target business will remain in place. While we intend to closely scrutinize any individuals
we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.
These individuals may be unfamiliar with the requirements of operating a public company which could cause us to have to expend time and
resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory
issues which may adversely affect our operations.

 Our
officers and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target business
we may seek to acquire.

 We
may consummate our initial business combination with a target business in any geographic location or industry we choose. We cannot assure
you that our officers and directors will have enough experience or have sufficient knowledge relating to the jurisdiction of the target
or its industry to make an informed decision regarding our initial business combination.

 Our
key personnel may negotiate employment or consulting agreements with a target business in connection with our initial business combination.
These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them
to have conflicts of interest in determining whether a particular business combination is the most advantageous for us.

 Our
key personnel will be able to remain with the company after the consummation of our initial business combination only if they are able
to negotiate employment or consulting agreements or other appropriate arrangements in connection with our initial business combination.
Such negotiations will take place simultaneously with the negotiation of the business combination and could provide for such individuals
to receive compensation in the form of cash payments and/or our securities for services they will render to the company after the consummation
of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and
selecting a target business.

 Our
officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to
how much time to devote to our affairs. This could have a negative impact on our ability to consummate our initial business combination.

 Our
officers and directors will not commit their full time to our affairs. We presently expect each of our officers and directors to devote
such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to
the consummation of our initial business combination. The foregoing could have a negative impact on our ability to consummate our initial
business combination.

 Our
officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial
business combination.

 Our
sponsor has waived its right to convert its founders' shares or any other shares purchased in our IPO or thereafter, or to receive
distributions from the trust account with respect to its founders' shares upon our liquidation if we are unable to consummate a
business combination. Accordingly, the shares acquired prior to our IPO, as well as the private units and any warrants purchased by our
officers or directors in the aftermarket, will be worthless if we do not consummate our initial business combination. The personal and
financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business
and completing our initial business combination and in determining whether the terms, conditions and timing of a particular business
combination are appropriate and in our stockholders' best interest.

 Our
officers and directors or their affiliates have pre-existing fiduciary and contractual obligations and may in the future become affiliated
with other entities engaged in business activities similar to those intended to be conducted by us. Accordingly, they may have conflicts
of interest in determining to which entity a particular business opportunity should be presented.

 Our
officers and directors or their affiliates have pre-existing fiduciary and contractual obligations to other companies. Accordingly, they
may participate in transactions and have obligations that may be in conflict or competition with our consummation of our initial business
combination. As a result, a potential target business may be presented by our management team to another entity prior to its presentation
to us and we may not be afforded the opportunity to engage in a transaction with such target business. Additionally, our officers and
directors may in the future become affiliated with entities that are engaged in a similar business, including another blank check company
that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which
entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target
business may be presented to other entities prior to its presentation to us, subject to our officers' and directors' fiduciary
duties under Delaware law. For a more detailed description of our officers' and directors' business affiliations and the
potential conflicts of interest that you should be aware of, see the sections titled "Management — Directors and Executive
Officers" and " Management — Conflicts of Interest."

 EarlyBirdCapital
may have a conflict of interest in rendering services to us in connection with our initial business combination.

 We
have engaged EarlyBirdCapital to assist us in connection with our initial business combination. We will pay EarlyBirdCapital a cash fee
for such services in an aggregate amount equal to up to 3.5% of the total gross proceeds raised in the offering only if we consummate
our initial business combination. The representative shares will also be worthless if we do not consummate an initial business combination.
These financial interests may result in EarlyBirdCapital having a conflict of interest when providing the services to us in connection
with an initial business combination.

 The
ability of our stockholders to exercise their conversion rights or sell their shares to us in a tender offer may not allow us to effectuate
the most desirable business combination or optimize our capital structure.

 If
our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many
stockholders may exercise conversion rights or seek to sell their shares to us in a tender offer, we may either need to reserve part
of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund our business
combination. In the event that the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher
percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity
financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business
combination available to us.

 In
connection with any vote to approve a business combination, we will offer each public stockholder the option to vote in favor of a proposed
business combination and still seek conversion of his, her or its shares.

 In
connection with any vote to approve a business combination, we will offer each public stockholder (but not our sponsor, officers or directors)
the right to have his, her or its shares of common stock converted to cash (subject to the limitations described elsewhere in this annual
report) regardless of whether such stockholder votes for or against such proposed business combination or does not vote at all. The ability
to seek conversion while voting in favor of our proposed business combination may make it more likely that we will consummate a business
combination.

 We
do not have a specified maximum conversion threshold. The absence of such a conversion threshold may make it easier for us to consummate
a business combination even where a substantial number of public stockholders seek to convert their shares to cash in connection with
the vote on the business combination.

 We
have no specified percentage threshold for conversion in our amended and restated certificate of incorporation. As a result, we may be
able to consummate a business combination even though a substantial number of our public stockholders do not agree with the transaction
and have converted their shares. However, in no event will we consummate an initial business combination unless we have net tangible
assets of at least $5,000,001 immediately prior to or upon consummation of our initial business combination.

 In
connection with any stockholder meeting called to approve a proposed initial business combination, we may require stockholders who wish
to convert their shares in connection with a proposed initial business combination to comply with specific requirements for conversion
that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

 In
connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have
the right, regardless of whether he is voting for or against such proposed business combination or does not vote at all, to demand that
we convert his shares into a pro rata share of the trust account as of two business days prior to the consummation of the initial business
combination. We may require public stockholders who wish to convert their shares in connection with a proposed business combination to
either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using the
Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holders' option, in each case prior to a
date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination.
In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and our transfer agent will
need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain
physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC,
it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short
time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than we anticipate
for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion
rights and thus may be unable to convert their shares.

 If,
in connection with any stockholder meeting called to approve a proposed business combination, we require public stockholders who wish
to convert their shares to comply with specific requirements for conversion, such converting stockholders may be unable to sell their
securities when they wish to in the event that the proposed business combination is not approved.

 If
we require public stockholders who wish to convert their shares to comply with specific requirements for conversion and such proposed
business combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Accordingly,
investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the failed acquisition
until we have returned their securities to them. The market price for our shares of common stock may decline during this time and you
may not be able to sell your securities when you wish to, even while other stockholders that did not seek conversion may be able to sell
their securities.

 We
may be unable to obtain additional financing, if required, to consummate our initial business combination or to fund the operations and
growth of the target business, which could compel us to restructure or abandon a particular business combination.

 Although
we believe that the net proceeds of our IPO are sufficient to allow us to consummate our initial business combination, because we have
not yet consummated any business combination, we cannot ascertain the capital requirements for any particular transaction. If the net
proceeds of our IPO prove to be insufficient, either because of the size of the business combination, the depletion of the available
net proceeds in search of a target business, or the obligation to convert into cash a significant number of shares from dissenting stockholders,
we will be required to seek additional financing. Such financing may not be available on acceptable terms, if at all. To the extent that
additional financing proves to be unavailable when needed to consummate a particular business combination, we will be compelled to either
restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition,
if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business.
The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target
business. None of our sponsor, officers, directors or stockholders is required to provide any financing to us in connection with or after
a business combination.

 Our
outstanding warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect our initial
business combination.

 We
issued warrants to purchase 22,500,000 shares of common stock as part of the units offered in our IPO and private warrants included within
the private units to purchase 600,000 shares of common stock. We may also issue other units to our sponsor, initial stockholders, officers,
directors or their affiliates in payment of working capital loans made to us as described in this annual report. To the extent we issue
shares of common stock to effect our initial business combination, the potential for the issuance of a substantial number of additional
shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities,
when exercised, will increase the number of issued and outstanding shares of common stock and reduce the value of the shares issued to
complete the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase
the cost of acquiring the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants
could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent
these warrants are exercised, you may experience dilution to your holdings.

 Our
search for an initial business combination, and any target business with which we ultimately consummate an initial business combination,
may be materially adversely affected by the coronavirus (COVID-19) pandemic and other events, and the status of debt and equity markets.

 The
COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of
other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target
business with which we consummate an initial business combination could be materially and adversely affected. The COVID-19 pandemic has
adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases)
could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we
consummate an initial business combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial
business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential
investors or the target company's personnel, vendors and services providers are unavailable to negotiate and consummate a transaction
in a timely manner. The extent to which COVID-19 impacts our search for an initial business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist
attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability
to consummate an initial business combination, or the operations of a target business with which we ultimately consummate an initial
business combination, may be materially adversely affected.

 In
addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including
as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable
to us or at all.

 If
we do not conduct an adequate due diligence investigation of a target business (including Digital Virgo), we may be required to subsequently
take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial
condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

 We
must conduct a due diligence investigation of the target businesses we intend to acquire. Intensive due diligence is time consuming and
expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. Even
if we conduct extensive due diligence on a target business, this diligence may not reveal all material issues that may affect a particular
target business, and factors outside the control of the target business and outside of our control may later arise. If our diligence
fails to identify issues specific to a target business, industry or the environment in which the target business operates, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in
our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that
we report charges of this nature could contribute to negative market perceptions about us or our common stock. In addition, charges of
this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt
held by a target business or by virtue of our obtaining post-combination debt financing.

 The
requirement that we complete our initial business combination prior to the New Termination Date may give potential target businesses
leverage over us in negotiating a business combination.

 We
have until the New Termination Date to complete our initial business combination. Any potential target business with which we enter into
negotiations concerning a business combination will be aware of this requirement. Consequently, such target business may obtain leverage
over us in negotiating a business combination, knowing that if we do not complete a business combination with that particular target
business, we may be unable to complete a business combination with any other target business. This risk will increase as we get closer
to the time limit referenced above.

 We
may not obtain a fairness opinion with respect to the target business that we seek to acquire and therefore you may be relying solely
on the judgment of our board of directors in approving a proposed business combination.

 We
will only be required to obtain a fairness opinion with respect to the target business that we seek to acquire if it is an entity that
is affiliated with any of our sponsor, initial stockholders, officers, directors or their affiliates. In all other instances, we will
have no obligation to obtain an opinion. Accordingly, investors will be relying solely on the judgment of our board of directors in approving
a proposed business combination.

 Resources
could be spent researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business.

 It
is anticipated that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If a decision is made not to complete a specific business combination, the costs incurred up to that point for
the proposed transaction likely will not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business,
we may fail to consummate the business combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business.

 Compliance
with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of
completing an acquisition.

 Section
404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on our system of internal controls. If we fail to maintain
the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation.
Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that
our independent registered public accounting firm report on management's evaluation of our system of internal controls. As stated
above, because we are an emerging growth company we are not yet required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such acquisition. Furthermore, any failure to implement required new or
improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting
in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could
also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price
of our stock.

 If
we effect a business combination with a company located in a foreign jurisdiction, we will be subject to a variety of additional risks
that may negatively impact our operations.

 If
we consummate a business combination with a target business in a foreign country (such as Digital Virgo), we will be subject to any special
considerations or risks associated with companies operating in the target business' home jurisdiction, including any of the following:

 rules
 and regulations or currency conversion or corporate withholding taxes on individuals;

 tariffs
 and trade barriers;

 regulations
 related to customs and import/export matters;

 longer
 payment cycles;

 tax
 issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency
 fluctuations and exchange controls;

 challenges
 in collecting accounts receivable;

 cultural
 and language differences;

 employment
 regulations;

 crime,
 strikes, riots, civil disturbances, terrorist attacks and wars; and

 deterioration
 of political relations with the United States.

 We
cannot assure you that we will be able to adequately address these additional risks. If we were unable to do so, our operations might
suffer.

 If
we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely
govern all of our material agreements and we may not be able to enforce our legal rights.

 If
we effect a business combination with a company located outside of the United States (such as Digital Virgo), the laws of the country
in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that
the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction.
The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation
as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant
loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is
likely that substantially all of our assets will be located outside of the United States and some of our officers and directors might
reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights,
to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities
and criminal penalties of our directors and officers under federal securities laws.

 Because
we must furnish our stockholders with target business financial statements prepared in accordance with U.S. generally accepted accounting
principles or international financial reporting standards, we will not be able to complete a business combination with prospective target
businesses unless their financial statements are prepared in accordance with U.S. generally accepted accounting principles or international
financial reporting standards.

 The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports. These financial statements may be required
to be prepared in accordance with, or be reconciled to, U.S. GAAP, or international financial reporting standards, or IFRS, depending
on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), or PCAOB. We will include the same financial statement disclosure in connection with
any tender offer documents we use, whether or not they are required under the tender offer rules. Additionally, to the extent we furnish
our stockholders with financial statements prepared in accordance with IFRS, such financial statements will need to be audited in accordance
with U.S. GAAP at the time of the consummation of the business combination. These financial statement requirements may limit the pool
of potential target businesses we may acquire.

 There
may be tax consequences to our business combinations that may adversely affect us.

 While
we expect to undertake any merger or acquisition so as to minimize taxes both to the acquired business and/or assets and us, such business
combination might not meet the statutory requirements of a tax-deferred reorganization, or the parties might not obtain the intended
tax-deferred treatment upon a transfer of shares or assets. A non-qualifying reorganization could result in the imposition of substantial
taxes.

 We
may face risks related to businesses in the sports and media sectors.

 Business
combinations with companies in the sports and media sectors entail special considerations and risks, including potential limitations
and restrictions on our ability to complete business combinations imposed by professional sports leagues that prospective target businesses
may be associated with. If we are successful in completing a business combination with such a target business, we may be subject to,
and possibly adversely affected by, the following risks:

 The
 popularity of any sports franchises that we control or have partnerships with, and, in varying degrees, the ability of those franchises
 achieving competitive success, depends on the viability and the popularity of the sports leagues and sports that such franchises
 are associated with, which can generate or impact supporter enthusiasm, resulting in increased or decreased revenues;

 An
 inability to build or maintain strong brand identity and reputation and improve customer and supporter satisfaction and loyalty,

 A
 dependence in part on relationships with third parties and an inability to attract or retain sponsorships, advertisers or partners;

 An
 inability to attract or retain key personnel, including players for any sports franchises we may control, and an inability of professional
 sports leagues to maintain labor relations or successfully negotiate new collective bargaining agreements with unionized players,
 referees or other employees on favorable terms;

 An
 inability to negotiate and control pricing of key media contracts for any sports franchises we may control;

 An
 inability of any sports franchises that we control or have partnerships with to qualify for playoffs or certain competitions;

 Changes
 in pricing, including changes in the demand for tickets, media rights or consumer products associated with our target business;

 An
 inability to sell, license, market, protect and enforce the intellectual property and other rights on which our target business may
 depend;

 Seasonality
 and weather conditions that may cause our operating results to vary from quarter to quarter;

 Potential
 liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that
 we may distribute;

 Special
 rules and regulations imposed by sports leagues on franchises, including rules and regulations regarding confidentiality, investments
 and sales of interests in sports franchises, financing transactions (including the ability to incur indebtedness, make distributions
 or engage in other liquidity transactions) and insolvency and bankruptcy;

 The
 ability of the member teams of sports leagues to take actions contrary to the interests of sports franchises, including asserting
 control over certain matters such as telecast rights, licensing rights, the length and format of the playing season, the operating
 territories of member teams, admission of new members, franchise relocations, labor relations with players associations, collective
 bargaining, free agency, and luxury taxes and revenue sharing, and the imposition of sanctions or suspension on sports franchises;
 and

 Business
 interruptions due to natural disasters, terrorist incidents, outbreak of disease (including the recent COVID-19 pandemic and related
 shelter-in-place orders, travel, social distancing and quarantine policies, boycotts, curtailment of trade and other business restrictions),
 and other events;

 Any
of the foregoing risks, and others, could have an adverse impact on our operations following a business combination. Our efforts in identifying
prospective target businesses will not be limited to the sports and entertainment sectors. Accordingly, if we acquire a target business
in another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry
in which we operate or target businesses which we acquire, none of which can be presently ascertained.

 Risks
Relating to Investing in our Securities

 You
will not be entitled to protections normally afforded to investors of blank check companies.

 Since
the net proceeds of our IPO are intended to be used to complete a business combination with a target business that has not been identified,
we may be deemed to be a "blank check" company under the United States securities laws. However, since we have net tangible
assets in excess of $5,000,001, we are exempt from rules promulgated by the SEC to protect investors of blank check companies such as
Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules which completely restrict the transferability
of our securities, require us to complete a business combination prior to the New Termination Date and restrict the use of interest earned
on the funds held in the trust account. Because we are not subject to Rule 419, our units were immediately tradable, we have a longer
period of time to consummate an initial business combination and we are entitled to withdraw amounts from the funds held in the trust
account prior to the completion of a business combination.

 The
securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest
income available for payment of taxes or reduce the value of the assets held in the trust account such that the per share redemption
amount received by public stockholders may be less than $10.00 per share.

 The
net proceeds of our IPO and certain proceeds from the sale of the private placement warrants, in the amount of $258,750,000, have
been held in an interest-bearing trust account. As of the date of this Form 10-K, in connection with the stockholders'
approval and implementation of the Charter Amendments described above, the holders of 25,660,831 Public Shares exercised their right
to redeem their shares for cash at a redemption price of approximately for an aggregate redemption amount of
approximately $262,964,454. The proceeds held in the trust account may only be invested in direct U.S. government securities with a
maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While
short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative
interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open
Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the
United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income
taxes) will be reduced. In the event that we are unable to complete our initial business combination, our public stockholders are
entitled to receive their share of the proceeds held in the trust account, plus any interest income.

 We
may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of
our stockholders and likely cause a change in control of our ownership.

 Our
amended and restated certificate of incorporation will authorize the issuance of up to 100,000,000 shares of common stock, par value
$0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. After our IPO and the purchase of the private
units, including the exercise of over-allotment options, there was 40,296,250 authorized but unissued shares of common stock available
for issuance (after appropriate reservation for the issuance of the shares underlying the private units and public and private warrants).
Although we have no commitment as of the date of this annual report, we may issue a substantial number of additional shares of common
stock or shares of preferred stock, or a combination of common stock and preferred stock, to complete a business combination. The issuance
of additional shares of common stock will not reduce the per-share conversion amount in the trust account. The issuance of additional
shares of common stock or preferred stock:

 may
 significantly reduce the equity interest of our existing investors;

 may
 subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded
 to our shares of common stock;

 may
 cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our
 ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
 and directors; and

 may
 adversely affect prevailing market prices for our shares of common stock.

 Similarly,
if we issue debt securities, it could result in:

 default
 and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

 acceleration
 of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
 that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 our
 immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and

 our
 inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such
 financing while the debt security is outstanding.

 If
we incur indebtedness, our lenders will not have a claim on the cash in the trust account and such indebtedness will not decrease the
per-share conversion amount in the trust account.

 If
we do not file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants, holders
will only be able to exercise such warrants on a "cashless basis."

 If
we do not file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants at
the time that holders wish to exercise such warrants, they will only be able to exercise them on a "cashless basis" provided
that an exemption from registration is available. As a result, the number of shares of common stock that holders will receive upon exercise
of the warrants will be fewer than it would have been had such holder exercised his warrant for cash. Further, if an exemption from registration
is not available, holders will not be able to exercise on a cashless basis and will only be able to exercise their warrants for cash
if a current and effective prospectus relating to the common stock issuable upon exercise of the warrants is available. Under the terms
of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to file and maintain a current and effective
prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot
assure you that we will be able to do so. If we are unable to do so, the potential "upside" of the holder's investment
in our company may be reduced or the warrants may expire worthless.

 An
investor will only be able to exercise a warrant if the issuance of shares of common stock upon such exercise has been registered or
qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

 No
warrants are exercisable and we will not be obligated to issue shares of common stock unless the shares of common stock issuable upon
such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder
of the warrants. If the shares of common stock issuable upon exercise of the warrants are not qualified or exempt from qualification
in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants
may be limited and they may expire worthless if they cannot be sold.

 The
private warrants may be exercised at a time when the public warrants may not be exercised.

 Once
the private warrants become exercisable, such warrants may immediately be exercised on a cashless basis, at the holder's option,
so long as they are held by the initial purchasers or their permitted transferees. The public warrants, however, will only be exercisable
on a cashless basis at the option of the holders if we fail to register the shares issuable upon exercise of the warrants under the Securities
Act within 90 days following the closing of our initial business combination. Accordingly, it is possible that the holders of the private
warrants could exercise such warrants at a time when the holders of public warrants could not.

 We
may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority
of the then outstanding public warrants.

 Our
warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision. The warrant agreement requires the approval by the holders of at least a majority of the then outstanding
public warrants in order to make any change that adversely affects the interests of the registered holders.

 Nasdaq
may delist our securities from quotation on its exchange which could limit investors' ability to make transactions in our securities
and subject us to additional trading restrictions.

 Nasdaq
issued a delisting notice to the Company in February of 2024 (see Form 8k filed by the Company on February 16, 2024.), and the Company
requested a Panel hearing to appeal the decision. Although we expect to meet on a pro forma basis Nasdaq's minimum initial listing
standards, which generally only requires that we meet certain requirements relating to stockholders' equity, market capitalization,
aggregate market value of publicly held shares and distribution requirements, we cannot assure you that our securities will continue
to be listed on Nasdaq in the future prior to an initial business combination. Additionally, in connection with our initial business
combination, it is likely that Nasdaq will require us to file a new initial listing application and meet its initial listing requirements
as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing
requirements at that time. Nasdaq will also have discretionary authority to not approve our listing if Nasdaq determines that the listing
of the company to be acquired is against public policy at that time.

 If
Nasdaq delists our securities from trading on its exchange, or we are not listed in connection with our initial business combination,
we could face significant material adverse consequences, including:

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity with respect to our securities;

 a
 determination that our shares of common stock are "penny stock" which will require brokers trading in our shares of common
 stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market
 for our shares of common stock;

 a
 limited amount of news and analyst coverage for our company; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as "covered securities." Because our units, common stock and warrants are
listed on Nasdaq, our units, common stock and warrants are covered securities. Although the states are preempted from regulating the
sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if
there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While
we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,
to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities
would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

 Our
initial stockholders control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.

 Our
initial stockholders own approximately 95.1% of our issued and outstanding shares of common stock. None of our sponsor, officers, directors,
advisors, initial stockholders or their affiliates has indicated any intention to purchase any units or shares of common stock from persons
in the open market or in private transactions. However, our sponsor, officers, directors, advisors, initial stockholders or their affiliates
could determine in the future to make such purchases in the open market or in private transactions, to the extent permitted by law, in
order to influence the vote or magnitude of the number of shareholders seeking to tender their shares to us. In connection with any vote
for a proposed business combination, our initial stockholders, as well as all of our officers and directors, have agreed to vote the
shares of common stock owned by them in favor of such proposed business combination. EarlyBirdCapital has also agreed to vote the representative
shares in favor of such proposed business combination.

 Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of
directors being elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect new directors prior
to the consummation of a business combination, in which case all of the current directors will continue in office until at least the
consummation of the business combination. Accordingly, you may not be able to exercise your voting rights under corporate law until the
New Termination Date. If there is an annual meeting, as a consequence of our "staggered" board of directors, only a minority
of the board of directors will be considered for election and our sponsor, because of their ownership position, will have considerable
influence regarding the outcome. Accordingly, our initial stockholders will continue to exert control at least until the consummation
of a business combination.

 We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 We
have the ability to redeem outstanding warrants (excluding the private warrants and any warrants underlying additional units issued to
our sponsor, officers or directors in payment of working capital loans made to us) at any time after they become exercisable and prior
to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the common stock equals or exceeds
$18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within
a 30 trading-day period commencing at any time after the warrants become exercisable and ending on the third business day prior to proper
notice of such redemption provided that on the date we give notice of redemption and during the entire period thereafter until the time
we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of common stock issuable
upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by us,
we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price
therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when
you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants
are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private warrants are
redeemable by us so long as they are held by the initial purchasers or their permitted transferees.

 Our
management's ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive
fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants
for cash.

 If
we call our public warrants for redemption after the redemption criteria described elsewhere in this annual report have been satisfied,
our management will have the option to require any holder that wishes to exercise his warrant (including any private warrants) to do
so on a "cashless basis." If our management chooses to require holders to exercise their warrants on a cashless basis, the
number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his
warrant for cash. This will have the effect of reducing the potential "upside" of the holder's investment in our company.

 If
our security holders exercise their registration rights, it may have an adverse effect on the market price of our shares of common stock
and the existence of these rights may make it more difficult to effect our initial business combination.

 Our
initial stockholders are entitled to make a demand that we register the resale of the founders' shares at any time commencing three
months prior to the date on which their shares may be released from escrow. Additionally, the holders of representative shares, the private
units and any units and warrants our sponsor, initial stockholders, officers, directors, or their affiliates may be issued in payment
of working capital loans made to us, are entitled to demand that we register the resale of the representative shares, private units and
any other units and warrants we issue to them (and the underlying securities) commencing at any time after we consummate our initial
business combination. The presence of these additional securities trading in the public market may have an adverse effect on the market
price of our securities. In addition, the existence of these rights may make it more difficult to effectuate our initial business combination
or increase the cost of acquiring the target business, as the stockholders of the target business may be discouraged from entering into
a business combination with us or will request a higher price for their securities because of the potential effect the exercise of such
rights may have on the trading market for our shares of common stock.

 If
we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may
be restricted, which may make it difficult for us to complete a business combination.

 A
company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business
of investing, reinvesting, owning, trading or holding certain types of securities will be deemed an investment company under the Investment
Company Act, as amended, or the Investment Company Act. Since we will invest the proceeds held in the trust account, it is possible that
we could be deemed an investment company. Notwithstanding the foregoing, we do not believe that our anticipated principal activities
will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may be invested by the trustee only
in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act
which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds to these instruments,
we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act.

 If
we are nevertheless deemed to be an investment company under the Investment Company Act, we may be subject to certain restrictions that
may make it more difficult for us to complete a business combination, including:

 restrictions
 on the nature of our investments; and

 restrictions
 on the issuance of securities.

 In
addition, we may have imposed upon us certain burdensome requirements, including:

 registration
 as an investment company;

 adoption
 of a specific form of corporate structure; and

 reporting,
 record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

 Compliance
with these additional regulatory burdens would require additional expense for which we have not allotted.

 Provisions
in our amended and restated certificate of incorporation and bylaws and Delaware law may inhibit a takeover of us, which could limit
the price investors might be willing to pay in the future for our common stock and could entrench management.

 Our
amended and restated certificate of incorporation and bylaws contain provisions that may discourage unsolicited takeover proposals that
stockholders may consider to be in their best interests. Our board of directors is divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being elected in each year. As a result, at a given annual meeting only
a minority of the board of directors may be considered for election. Since our "staggered board" may prevent our stockholders
from replacing a majority of our board of directors at any given annual meeting, it may entrench management and discourage unsolicited
stockholder proposals that may be in the best interests of stockholders. Moreover, our board of directors has the ability to designate
the terms of and issue new series of preferred stock.

 We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions
may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over
prevailing market prices for our securities.

 A
market for our securities may not develop or may not be sustained, which will adversely affect the liquidity and price of our securities.

 The
price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.
Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable
to sell your securities unless a market can be established and sustained.

 Our
amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of
Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders' ability
to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

 Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in
our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only
in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines
that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent
to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction,
or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District
of Delaware shall have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our
capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

 This
choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or any of our directors, officers or employees, which may discourage lawsuits with respect to such claims, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder and may therefore
bring a claim in another appropriate forum. We cannot be certain that a court will decide that this provision is either applicable or
enforceable, and if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation
to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,
which could harm our business, operating results and financial condition.

 Our
amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent
permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision
will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal
courts have exclusive jurisdiction.

 Risks
Relating to our Sponsor and Management Team

 Our
directors may decide not to enforce our sponsor's indemnification obligations, resulting in a reduction in the amount of funds
in the trust account available for distribution to our public stockholders.

 In
the event that the proceeds in the trust account are reduced below $10.00 per public share and our sponsor asserts that it is unable
to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors will
determine whether to take legal action against our sponsor to enforce such indemnification obligations. It is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. Additionally, each of our independent
directors is a member of our sponsor. As a result, they may have a conflict of interest in determining whether to enforce our sponsor's
indemnification obligations. If our independent directors choose not to enforce these indemnification obligations, the amount of funds
in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

 General
Risk Factors

 We
have no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.

 We
have no operating results to date. Therefore, our ability to commence operations is dependent upon obtaining financing through the public
offering of our securities. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve
our business objective, which is to acquire an operating business. We have neither engaged in any operations unrelated to our search
for business combination candidates nor generated any revenue to date. We will not generate any revenues until, at the earliest, after
the consummation of our initial business combination.

 We
are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging growth
companies will make our shares of common stock less attractive to investors.

 We
are an "emerging growth company," as defined in the JOBS Act. We will remain an "emerging growth company" for
up to five years. However, if our non-convertible debt issued within a three year period or revenues exceeds $1.235 billion, or the market
value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter
of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company,
we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements and we are exempt from the requirements of
holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that
have different effective dates for public and private companies until those standards apply to private companies. As such, our financial
statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find
our shares of common stock less attractive because we may rely on these provisions. If some investors find our shares of common stock
less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.

 Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results
of operations.

 We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with
certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time
consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those
changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of
operations.

 We
have identified a material weakness in our internal control over financial reporting. If we are unable to develop
and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial
results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and
operating results.

 Management
identified material weaknesses in our internal control over financial reporting as of December 31, 2023. The material weakness related
to the proper safeguarding of trust assets and the monitoring process over the use of trust funds.

 In
addition to the above, in light of guidance provided by the SEC in late 2021, our management re-evaluated our application of ASC
480-10-S99-3A to our accounting classification of public shares. After consultation with our independent registered public
accounting firm, our management and our audit committee concluded that it was appropriate to restate our previously issued audited
balance sheet, dated February 16, 2021, included as an exhibit to our current report on Form 8-K filed with the SEC on February 22,
2021, and our unaudited interim financial statements included in our quarterly reports on Form 10-Q for the quarterly periods ended
March 31, 2021 and June 30, 2021, filed with the SEC on May 28, 2021 and August 16, 2021, respectively. As part of such process, we
identified a material weakness in our internal control over financial reporting related to accounting for complex financial
instruments.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected
and corrected on a timely basis.

 Effective
internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate
the identified material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these
initiatives will ultimately have the intended effects.

 If
we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent
or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial
statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic
reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our
stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the
future, will be sufficient to avoid potential future material weaknesses.

 We,
and following our initial business combination, the post-business combination company, may face litigation and other risks as a result
of the material weaknesses in our internal control over financial reporting.

 As
part of the restatements of our previously issued financial statements, we identified a material weakness in our internal control over
financial reporting. As a result of such material weakness, the restatements, the changes in accounting for our public shares and other
matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include,
among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatements
and material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date
of this annual report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation
or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect
on our business, results of operations and financial condition or our ability to complete a business combination.

 We have no operating
history and are subject to a mandatory liquidation and a subsequent dissolution requirement if we do not complete an initial business
combination by August 8, 2024. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate
an initial business combination by the applicable deadline. If we are unable to complete an initial business combination by the deadline,
we will be forced to liquidate.

 We are a blank check company, and as we have no operating history and are subject to a mandatory liquidation and
subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial
business combination by August 8, 2024. There can be no assurance that we will complete a business combination by this time. If we do
not complete our initial business combination by August 8, 2024, we will (i) ease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 As a blank check company, we do not have any operations
and our sole business activity has been to search for and consummate a business combination. However, because we have investments in our
Trust Account and bank deposits and we depend on the digital technologies of third parties, we and third parties may be subject to attacks
on or security breaches in our or their systems. Because of our reliance on the technologies of third parties, we also depend upon the
personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own
for this purpose. In the event of a cybersecurity incident impacting us, our management team will report to our board of directors and
provide updates on our management team's incident response plan for addressing and mitigating any risks associated with such an
incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected
against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability
to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences
on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our initial public offering.

 ITEM
2. PROPERTIES

 We
currently maintain our executive offices at 12600 Hill Country Blvd Building R, Suite 275, Bee Cave, Texas 78738. We consider our current
office space adequate for our current operations.

 ITEM
3. LEGAL PROCEEDINGS.

 In
September of 2023, the Company commenced arbitration with the International Chamber of Commerce ("ICC") against Digital Virgo
for breach of the Amended and Restated Business Combination Agreement, seeking damages and equitable remedies. Digital Virgo has asserted
a counterclaim for a "Termination Fee" as defined in the Amended and Restated Business Combination Agreement. Apart from
the ICC Arbitration, there is no material litigation, arbitration or governmental proceeding currently pending against us or any of our
officers or directors in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in
the 12 months preceding the date of this annual report on Form 10-K.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
Applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market
Information

 Our
units, common stock and warrants are traded on The Nasdaq Capital Market under the symbols "PUCKU", "PUCK," and
"PUCKW", respectively.

 Holders

 As
of April 12, 2024, there were 72 holders of record of our common stock. This number does not include "street name,"
or beneficial holders, whose shares are held of record by banks, brokers, financial institutions and other nominees.

 Dividends

 We
have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion
of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if
any, capital requirements and general financial conditions subsequent to completion of our initial business combination. The payment
of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such
time and subject to the Delaware law. Further, if we incur any indebtedness in connection with our initial business combination, our
ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors
does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any stock dividends in the foreseeable future.

 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

 Our
initial stockholders purchased an aggregate of 5,750,000 founders' shares for an aggregate purchase price of $25,000 in November
2020. On December 16, 2020, we effected a stock dividend of.125 of a share of common stock for each outstanding share of common stock,
and as a result, our initial shareholders hold 6,468,750 founder shares as of the date of this annual report. In December 2020, our sponsor
transferred an aggregate of 2,354,000 founder shares to our officers, directors and advisors. The number of founder shares issued was
determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion
of our initial public offering. Such securities were issued to our sponsor in connection with our organization pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.

 In
addition, our sponsor purchased 667,500 private units at $10.00 per private unit for a total purchase price of $6,675,000 pursuant to
subscription agreements with us. These purchases took place on a private placement basis. The issuances were made to our sponsor pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes
of Rule 501 of Regulation D under the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

 Use
of Proceeds

 On
February 16, 2021, we consummated our initial public offering of 22,500,000 units, and on February 24, 2021, we issued 3,375,000 Units
pursuant to the full exercise by the underwriters of their over-allotment option, at $10.00 per unit, generating gross proceeds of $258,750,000.
EarlybirdCapital, Inc., acted as the representative of the several underwriters in the initial public offering.

with the closing of the initial public offering and over-allotment, we consummated the private placement to our sponsor generating gross
proceeds of $6,675,000.

 There
has been no material change in the planned use of the proceeds from the initial public offering and private placement as is described
in our final prospectus related to the initial public offering. For a description of the planned use of the proceeds generated from the
initial public offering and private placement, see "Item 1. Business."

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The following discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related
thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain
information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special
Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

 Overview

 We are a blank check company incorporated on October
26, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses ("Business Combination"). The registration
statement for the Company's IPO was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on
February 10, 2021. On February 16, 2021, the Company consummated the IPO of 22,500,000 units (the "Units") at a price of $10.00
per Unit, for total gross proceeds of $225,000,000. On February 24, 2021, the underwriters exercised the over-allotment option in full
resulting in the closing of the issuance and sale of an additional 3,375,000 Units (the "Over-Allotment Units"). The issuance
by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of $33,750,000. Each Unit consists
of one shares of common stock, $0.0001 par value, and one redeemable warrant entitling its holder to purchase one share of common stock
at a price of $11.50 per share.

 Simultaneously with the closing of the IPO, the Company
consummated the sale of 600,000 units (the "Private Units"), at a price of $10.00 per Private Unit. On February 24, 2021,
simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 67,500 Private
Units (together with the IPO Private Placement, the "Private Placements"), generating gross proceeds of $6,675,000.

 Results of Operations

 For the year ended December 31, 2023, we had a net
loss of $1,137,038. We had investment income of $3,810,230 on the amount held in the Trust Account. We recognized a $31,381 gain on the
change in the fair value of the warrant liability. We incurred $4,140,232 of operating costs and business combination expenses. We also
incurred a $798,570 provision for income taxes.

 For the year ended December 31, 2022, we had net loss
of $296,853. We incurred $3,656,059 of operating costs consisting mostly of general and administrative expenses and business combination
expenses. We also recognized a $709,969 provision for income taxes. We had investment income of $3,730,147 on amounts held in the trust
account and also recognized a $339,028 gain from the change in the fair value of the warrant liability.

 Proposed Business Combination

 On February 8, 2023, we entered into an Amended and
Restated Business Combination Agreement (the "Amended and Restated Business Combination Agreement") with Goal Acquisitions
Nevada Corp., a Nevada corporation ("Goal Nevada"), Digital Virgo Group, a French corporation ( soci t par
actions simplifi e) ("Digital Virgo"), all shareholders of Digital Virgo (the "Digital Virgo Shareholders"),
and IODA S.A., in its capacity as the "DV Shareholders Representative" (as defined in the Amended and Restated Business Combination
Agreement), which amends and restates the Business Combination Agreement, dated as of November 17, 2022, by and among the Company, Digital
Virgo, and certain other parties in its entirety.

 Concurrently with the execution of the Amended and
Restated Business Combination Agreement, the Company and Goal Nevada entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which the Company will, prior to the Closing (as defined in the Merger Agreement), 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").

 Pursuant to the Amended and Restated Business Combination
Agreement and after the consummation of the Reincorporation Merger, Digital Virgo will acquire all of the outstanding shares of Goal Nevada
whereby the outstanding shares of Goal Nevada will be exchanged for shares of Digital Virgo by means of a statutory share exchange under
Nevada law (the "Exchange").

 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.

 The Amended and Restated Business Combination Agreement
contains customary representations, warranties and covenants of the parties thereto. The consummation of the transactions contemplated
by the Amended and Restated Business Combination Agreement is subject to certain conditions as further described therein.

 The Merger Agreement contains customary representations,
warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described
in the Merger Agreement.

 In July of 2023, Digital Virgo purported to unilaterally
terminate the Amended and Restated Business Combination Agreement and has refused to negotiate. Therefore the Company commenced arbitration
to before the International Chamber of Commerce ("ICC") to enforce the Company's rights under the Amended and Restated
Business Combination Agreement.

 Extension and Redemptions

 On February 7, 2023, our stockholders approved an
amendment (the "First Trust Agreement Amendment") to the Investment Management Trust Agreement, dated February 10, 2021 (the
"Investment Management Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company ("Continental"),
to change the date on which Continental must commence liquidation of the amount on deposit in the trust account (the "Trust Account")
established in connection with the Company's initial public offering from February 16, 2023 to March 18, 2023, subject to extension
by the board of directors for up to five additional thirty-day periods (the latest of which such date is August 15, 2023 if the board
of directors exercises all five extensions). The Board exercised all five additional thirty-day extensions.

 On February 7, 2023, our stockholders also approved
an amendment (the "First Charter Amendment") to the Amended and Restated Certificate of Incorporation of the Company (the
"Charter") to (i) extend the initial period of time by which the Company has to consummate an initial business combination
to through August 15, 2023 and (ii) make other related administrative and technical changes in the Charter, in each case, pursuant to
an amendment in the form set forth in Annex A of the proxy statement that the Company filed with the SEC on January 9, 2023. The Company
filed the First Charter Amendment with the Secretary of State of the State of Delaware on February 8, 2023.

 In connection with our stockholders' approval
and implementation of the Charter Amendment Proposal, the holders of 16,328,643 Public Shares exercised their right to redeem their shares
for cash at a redemption price of approximately $10.13 per share, for an aggregate redemption amount of approximately $165,489,173. Following
such redemptions, 9,546,357 Public Shares remained outstanding.

 On August 14, 2023, our stockholders approved an amendment
(the "Second Trust Agreement Amendment") to the Investment Management Trust Agreement, dated February 10, 2021, by and between
us and Continental, to change the date on which Continental must commence liquidation of the amount on deposit in the Trust Account established
in connection with the Company's initial public offering from August 16, 2023 to August 23, 2023, subject to extension by the board
of directors on a day-by-day basis, with the ability to extend up to seven days at a time in advance, for a maximum of ninety-days to
November 15, 2023.

 On August 14, 2023, our stockholders also approved
an amendment (the "Second Charter Amendment") to the "Charter to (i) extend the period of time by which we have to consummate
an initial business combination to November 15, 2023 and (ii) make other administrative and technical changes in the Charter in connection
with the new termination date, in each case, pursuant to an amendment in the form set forth in Annex A of the proxy statement. We filed
the Second Charter Amendment with the Secretary of State of the State of Delaware on August 14, 2023.

 In connection with the stockholders' approval
and implementation of the Second Charter Amendment, the holders of 8,708,098 Public Shares exercised their right to redeem their shares
for cash at a redemption price of approximately $10.50 per share, for an aggregate redemption amount of $91,398,232. Following such redemptions,
838,259 Public Shares remained outstanding.

 On November 8, 2023, we held a meeting and our stockholders'
approved an amendment to the Charter (the "Third Charter Amendment") to extend the period of time by which we have to consummate
an initial business combination to February 10, 2024. In connection with the stockholders' approval and implementation of
the Third Charter Amendment, the holders of 571,909 Public Shares exercised their right to redeem their shares for cash at a redemption
price of approximately $10.63 per share, for an aggregate redemption amount of $6,077,050. Following such redemptions, 266,360 Public
Shares remained outstanding.

 On
February 7, 2024, the stockholders' approved an amendment (the "Third Trust Agreement Amendment") to
the Investment Management Trust Agreement, dated February 10, 2021, by and between us and Continental Stock Transfer & Trust Company
to change the date on which Continental must commence liquidation of the amount on deposit in the trust account established in connection
with our initial public offering from February 10, 2024 to August 8, 2024 (the "New Termination Date").

 In
connection with the stockholders' approved an amendment to the Charter (the "Fourth Charter Amendment"), the holders
of 52,181 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.63 per share,
for an aggregate redemption amount of approximately $554,562. Following such redemptions, 214,169 Public Shares remain outstanding.

 See the proxy statements filed by us with the SEC
on January 9, 2023 and July 27, 2023 and the Current Report on Form 8-K filed by us with the SEC on February 8, 2023 and August 14, 2023,
February 7, 2024 for additional information.

 Use
of Funds Restricted for Payment of Taxes

 From
inception to date, we have withdrawn a total of $2,041,690 of interest from the Trust Account of which $541,719 was paid for franchise
taxes. Of the aggregate withdrawals, $1,499,971 was restricted for the payment of income taxes. During the year ended December 31, 2023,
we utilized the restricted amount of $1,499,971 to fund the monthly extension deposits.

 As
of the date of this Form 10-K, the Company has not yet filed it's corporate tax return and intends to remit payment for income
taxes upon completion of the return.

 Liquidity, Capital Resources and Going Concern

 As of December 31, 2023, we had $303,746 in cash and
a working capital deficit of $12,038,630. In addition, in order to finance transaction costs in connection with a Business Combination,
our initial stockholders, or certain of our officers and directors may, but are not obligated to, provide us with working capital loans
(see Note 5 of the accompanying financial statements). There are currently no amounts outstanding under any working capital loans.

 In addition, in May 2021,
we received a commitment letter from the Sponsor whereby the Sponsor committed to fund any working capital shortfalls through the earlier
of an initial Business Combination or our liquidation. The loans would be issued as required and each loan would be evidenced by a promissory
note, up to an aggregate of $300,000. In August 2021, we received a new commitment letter from the Sponsor to increase such loan amount
up to $500,000. The loans will be non-interest bearing, unsecured and payable upon the consummation of our initial Business Combination
or at the holder's discretion, convertible into warrants of the Company at a price of $2.00 per warrant.

 Effective as of November 4, 2021, upon approval of
the Board of Directors, we entered into an Expense Advancement Agreement with Goal Acquisitions Sponsor, LLC (the "Funding Party").
Pursuant to the Expense Advancement Agreement, the Funding Party has agreed to advance to us from time to time, upon request by us, a
maximum of $1,500,000 in the aggregate, in each instance issued pursuant to the terms of a promissory note, as may be necessary to fund
our expenses relating to the investigation and selection of a target business and other working capital requirements prior to completion
of any potential Business Combination. On April 28, 2023 the Company executed its first amendment to the Expense Advancement Agreement
and increased the maximum funding allowable under the agreement to $2,000,000.

 Pursuant to the terms of the Expense Advancement Agreement,
if we complete a Business Combination, we 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 trust account for amounts owed under the Expense Advancement
Agreement. 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 $2.00, as amended per First Amendment to the Expense Advance Agreement, (as adjusted for
any stock dividend, stock split, stock combination, reclassification or similar transaction related to our common stock occurring after
the date of the Expense Advancement 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 our 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 Expense Advancement Agreement. All previously outstanding commitments from the Sponsor have been consolidated
under the Expense Advancement Agreement, effective November 4, 2021.

 Until consummation of its Business Combination, the
Company will be using the funds not held in the trust account, and any additional Working Capital Loans for identifying and evaluating
prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices,
plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target
businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

 In order to fund working capital deficiencies or finance
transaction costs in connection with a Business Combination, our Sponsor or its affiliates may, but are not obligated to, loan us funds
as may be required. If we complete a Business Combination, we will repay such loaned amounts. In the event that a Business Combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into units
of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. To date, the
Company had no borrowings under the working capital loans.

 We will need to raise additional capital through loans
or additional investments from the Sponsor, stockholders, officers, directors, or third parties. Our officers, directors and the Sponsor
may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole
discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise
additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be
limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide
any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial
doubt about our ability to continue as a going concern one year from the date that our financial statements included in this Annual Report
on Form 10-K are issued.

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards
Codification ("ASC") Topic 205-40, "Presentation of Financial Statements – Going Concern," the Company has
until the New Termination Date, currently November 14, 2023 to consummate a business combination. On August 14, 2023, the Company's
stockholders approved another amendment to the Investment Management Trust Agreement to change the date on which Continental must commence
liquidation of the Trust Account to the New Termination Date. It is uncertain that we will be able to consummate a business combination
by this time. If a business combination is not consummated by this date and an extension of the period of time the Company has to complete
a business combination has not been approved by the Company's stockholders, there will be a mandatory liquidation and subsequent
dissolution of the Company. We have determined that our insufficient capital and mandatory liquidation, should a business combination
not occur, and an extension not approved by the stockholders of the Company, and potential subsequent dissolution raise substantial doubt
about the Company's ability to continue as a going concern one year from the date these financial statements are issued. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 14, 2023. We
intend to continue to complete a business combination, including the Transaction, before the mandatory liquidation date. The Company is
within 12 months of its mandatory liquidation date as of the time of filing of this Annual Report on Form 10-K.

 Our financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.

 In February 2022, the Russian Federation and Belarus
commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have
instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on
the world economy are not determinable as of the date of this Annual Report on Form 10-K and the specific impact on the Company's
financial condition, results of operations, and cash flows is also not determinable as of the date of this Annual Report on Form 10-K.

 Under the current rules and regulations of the SEC
we are not deemed an investment company for purposes of the Investment Company Act of 1940 (the "Investment Company Act");
however, on March 30, 2022, the SEC proposed new rules (the "Proposed Rules") relating, among other matters, to the circumstances
in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The Proposed Rules
provide a safe harbor for companies from the definition of "investment company" under Section 3(a)(1)(A) of the Investment
Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC
would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the Proposed
Rules would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company
for an initial business combination no later than 18 months after the effective date of the SPAC's registration statement for its
initial public offering. The company would then be required to complete its initial business combination no later than 24 months after
the effective date of such registration statement.

 There is currently uncertainty concerning the applicability
of the Investment Company Act to a SPAC, including a company like ours. We did not enter into a definitive business combination agreement
within 18 months after the effective date of our registration statement relating to our initial public offering and there is a risk that
we may not complete our initial business combination within 24 months of such date. As a result, it is possible that a claim could be
made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of
the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required
to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor
operating business, including the potential appreciation in the value of our stock and warrants following such a transaction.

 Currently, the funds in our trust account are held
only in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under
the Investment Company Act. The Investment Company Act defines an investment company as any issuer which (i) is or holds itself out as
being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; (ii) is
engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such
business and has any such certificate outstanding; or (iii) is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value
of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

 The longer that the funds in the trust account are
held in money market funds, there is a greater risk that we may be considered an unregistered investment company. In the event we are
deemed an investment company under the Investment Company Act, whether based upon our activities, the investment of our funds, or as a
result of the Proposed Rules being adopted by the SEC, we may determine that we are required to liquidate the money market funds held
in our trust account and may thereafter hold all funds in our trust account in cash until the earlier of consummation of our business
combination or liquidation. As a result, if we were to switch all funds to cash, we will likely receive minimal interest, if any, on the
funds held in our trust account after such time, which would reduce the dollar amount our public stockholders would receive upon any redemption
or liquidation of our Company.

 Critical Accounting Policies and Estimates

 This management's discussion
and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance
with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On
an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued
expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We have identified the following as our critical accounting policies:

 Warrant Liabilities

 We account for the warrants
issued in connection with our initial public offering in accordance with Accounting Standards Codification ("ASC") 815-40,
Derivatives and Hedging—Contracts in Entity's Own Equity ("ASC 815"), under which the warrants do not meet the
criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated
in ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement,
with changes in fair value recognized in the Statement of Operations in the period of change.

 Common stock subject
to possible redemption

 The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Common stock
subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common
stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other
times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that
are considered to be outside of the Company's control and subject to occurrence of uncertain future events. As of both December
31, 2023 and 2022, 266,350 and 25,875,000 shares of common stock subject to possible redemption are presented at redemption value as temporary
equity, outside of the stockholders' equity section of the Company's balance sheets.

 The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital
and accumulated deficit.

 Net Loss Per Common
Share

 The Company has one class
of common stock. The common stock sold in the IPO is subject to possible redemption. The 25,875,000 common stock underlying the outstanding
warrants were excluded from diluted earnings per common stock for the period ended December 31, 2023 and 2022 because the warrants are
contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic
net loss per common share for the periods.

 Recent Accounting Pronouncements

 In August 2020, the FASB
issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU
2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments
and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity.
The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled
in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted
method for all convertible instruments. ASU 2020-06 is effective for the fiscal years beginning after December 15, 2023 and should be
applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06
is not expected to have an impact on our financial position, results of operations or cash flows.

 Management does not believe
that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the
Company's financial statements.

 JOBS Act

 On April 5, 2012, the JOBS
Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying
public companies. We qualify as an "emerging growth company" under the JOBS Act and are allowed to comply with new or revised
accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of
new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates
on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable
to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 As an "emerging growth company", we are
not required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial
reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public
companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by
the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about
the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items
such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee
compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until
we are no longer an "emerging growth company," whichever is earlier.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 As
a smaller reporting company, we are not required to provide the information required by this Item.

 Item
8. Financial Statements and Supplementary Data

 This
information appears following Item 15 of this Annual Report on Form 10-K and is included herein by reference.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,
summarized, and reported within the time period specified in the SEC's rules and forms. Disclosure controls are also designed with
the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer
and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 As required by Rules 13a-15 and 15d-15 under the
Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 and
15d-15 under the Exchange Act) were not effective, due to the material weakness in our internal control over financial
reporting related to the Company's accounting for complex financial instruments and proper safeguarding of trust assets. As a result, we performed additional
analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management
believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our
financial position, results of operations and cash flows for the period presented.

 Management has identified a material weakness in internal
controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable
accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply
to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding
complex accounting applications; we have also improved our review of material agreements to ensure adherence
to various stipulations in the agreement, specifically the Trust Agreement, where we improved our monitoring process on the use of funds
from the Trust Account to be paid for taxes. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance
that these initiatives will ultimately have the intended effects.

 Management's Report on Internal Controls
Over Financial Reporting

 As required by SEC rules and regulations implementing
Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control
over financial reporting includes those policies and procedures that:

 (1)

 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 (2)

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

 (3)

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control
over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control
over financial reporting at December 31, 2023. In making these assessments, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments
and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December
31, 2023.

 Management has implemented remediation steps to improve
our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related
accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party
professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite
experience and training to supplement existing accounting professionals.

 This Annual Report on Form 10-K does not include an
attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS
Act.

 Changes in Internal Control over Financial Reporting

 Other than mentioned above, there were no changes in our internal control over financial
reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION.

 None.

 Item
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors
and Executive Officers

 Our
current directors and executive officers are as follows:

 Name

 Age

 Title

 Schiller

 Chief
 Executive Officer

 T. Duffy

 Chief
 Financial Officer and Chief Operating Officer

 David
 Falk

 Director,
 Senior Advisor

 Donna
 Orender

 L. Shropshire

Schiller has served as our Chief Executive Officer since November 2020. General Schiller is Chairman of Charlestowne Holdings,
a financial advisory firm (2018-present). He is Vice Chairman of the digital, media and sports practice of the Diversified Search Group
(2015-present). He previously served as Commissioner of the Southeastern Conference (1986-1990) and America's Cup (2015-2017),
executive director of the United States Olympic Committee (1990-1995), president of Turner Sports (1995-2000), president of Atlanta Thrashers
NHL hockey team (1997-1999), Chairman of the financial services firm Assante USA (2002-2004), Chairman of the security firm Global Options
(2006-2013), and Chairman of YankeeNets, owners of the New York Yankees, New Jersey Devils, and New Jersey Nets (2000-2002) and developer
of the YES network (2001-2002). He is lead director of Mesa Air Group (2015-present), and board member of Blinktbi (2018-present) and
chair of Sportsgrid and the Collegiate Sports Management Group (2018-present). General Schiller served a distinguished career as an Air
Force pilot (1962-1986) and was a Presidential appointed permanent professor (1980-1986) at the U.S. Air Force Academy and White House
Commission on Presidential Scholars (2005-2009). Other appointments include NCAA executive committee (1982-1988), Olympic Games consultant
(1984-2012), International Baseball President, board member of the Baseball Hall of Fame (present) and World Baseball Classic (present).
General Schiller is a distinguished graduate of The Citadel and earned a PhD in Chemistry from the University of Michigan.

T. Duffy has served as our Chief Financial Officer and Chief Operating Officer since November 2020. Mr. Duffy served as the
Vice Chairman of The Aspire Sports Marketing Group, LLC ("Aspire"), a sports consulting firm which he co-founded in 2008
and held the position of Vice-Chairman from January 2020 until May 2023. From 2016 to 2019, he was the CEO of Aspire and he previously held other positions at Aspire, including two years as COO, and has
served on its board of managers since 2014. Mr. Duffy's career has focused on turnarounds of underperforming franchises with a
focus on maximizing employee performance and revenue generation and reducing operating costs, while creating cultures of
accountability through hands on leadership and career development of employees. His international experience at Aspire includes
consulting on projects with The R & A, Leicester City FC and Tijuana Xolos (Liga MX). From 2010 to 2013, Mr. Duffy briefly left
Aspire and oversaw finance and arena operations in a variety of roles at Bobcats Sports and Entertainment, including roles as EVP,
CFO and CAO. He served as liaison to the City of Charlotte for the expansion NBA Franchise Charlotte Bobcats and Time Warner Cable
Arena. Prior to Aspire, Mr. Duffy held the positions of CFO of the San Francisco 49ers (1996-1999), CAO of the Buffalo Bills
(1999-2000), CFO of the Florida Panthers (2001-2003) and EVP, CFO of Atlanta Spirit, LLC (2004-2008), a group that bought the
operating rights of the Atlanta Hawks, Atlanta Thrashers and Philips Arena in 2004 Mr. Duffy holds a Masters of Science in
Accounting from New York University, and AB in Economics from Princeton University and has earned a CPA.

 David
B. Falk serves as a member of our board of directors and as our Senior Advisor. Mr. Falk is the founder of Falk Associates Management
Enterprises (FAME) which provides specialized and personal representation services to the company's elite clientele of NBA superstars.
Prior to founding FAME in 1992, Mr. Falk served as vice chairman of ProServ where he represented numerous professional athletes. Mr.
Falk has successfully negotiated a number of large and notable NBA contracts, including Alonzo Mourning's historical $100 million
contract in 1995 and Michael Jordan's 1996 one-year contract for $30 million. Mr. Falk was also influential in the creation of
the "Air Jordan" brand and was an executive producer of the movie "Space Jam." Mr. Falk is an investor in Consumable,
a digital advertising company, Hyperwave, a cooking technology company, Ostendo, a quantum photonics technology company, Wheels Up, an
aviation company, and Block Six Analytics. Mr. Falk first attended and is now a member of the Board of Trustees for Syracuse University.
Mr Falk endowed and founded the David B. Falk College of Sports and Human Dynamics at Syracuse University, a leading sports program in
the U.S. Mr. Falk was selected to serve on the board of directors due to his significant and world-renowned experience in the sports
industry.

 Donna
Orender serves as a member of our board of directors. Ms. Orender spent 17 years at the PGA TOUR where she served as one of three
senior executives in the Office of the Commissioner. During her time there, she exponentially grew the TOUR's television rights
and led a major expansion of global production, programming distribution and digital business while also founding PGA TOUR Radio with
partner Sirius XM. From 2005 to 2010, Ms. Orender served as the President of the WNBA. During her term business metrics that saw growth
included sponsorship, television ratings, profitability and attendance growth (following an eight year decline). Ms. Orender began her
current role as Chief Executive Officer of Orender Unlimited, a consulting and advisory firm, in 2011. Ms. Orender serves on the nominating
and compensation committees for the V Foundation for Cancer Research board, the board of the World Surf League, and is the founder of
Generation W, an organization that focuses on educating, inspiring and connecting women and girls in the service of building better communities.
Ms. Orender received a B.A. from Queens College and is a multiple hall of fame athlete. Ms. Orender received a B.A. from Queens College.
Ms. Orender was selected to serve on the board of directors due to her significant and trailblazing experience in the sports industry.

L. Shropshire serves as a member of our board of directors. Mr. Shropshire has been a faculty member of the Wharton School at
the University of Pennsylvania ("Wharton") since 1986, where he is now an emeritus professor, with an expertise in sports
business and law. During his tenure at Wharton, Mr. Shropshire founded the Wharton Sports Business Initiative in 2004, a sports business
research center and served as a director until 2017. One such example of the innovative programming Mr. Shropshire developed at Wharton
includes the NFL/NFLPA Player Business Education Transition Program. Currently, in addition to being a professor emeritus at Wharton,
Mr. Shropshire is the Chief Executive Officer of the Global Sport Institute, and serves as the Adidas Distinguished Professor of Global
Sport at Arizona State University since joining in 2017. Mr. Shropshire has served as a director of Moelis & Company since 2014.
In addition, Mr. Shropshire acts as an advisor to multiple organizations in the sports industry, including Altius Sports Partners, Arctos
Sports Partners, Overtime Elite, and Pro Sports Assembly. Mr. Shropshire earned an undergraduate degree in economics from Stanford University
and a law degree from Columbia University, and is a member of the California bar. He joined the law firm of Manatt, Phelps, Rothenberg
and Tunney in Los Angeles prior to working with the 1984 Olympic Games and beginning his lengthy career at Wharton. Mr. Shropshire was
also the former President of the Sports Lawyers Association, the largest organization of sports lawyers in the world. Mr. Shropshire
was selected to serve on the board of directors due to his significant and world-renowned experience in the sports industry as well as
his experience serving on boards of directors.

 Past
performance of our Team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business
combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical performance
record of our Team as indicative of our future performance. Additionally, in the course of their respective careers, members of our Team
have been involved in businesses and deals that were unsuccessful. Our officers and directors have no experience with special purpose
acquisition companies. In addition, our officers and directors may have conflicts of interest with other entities to which they owe fiduciary
or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities
for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that
such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table
and subsequent explanatory paragraph under "Management — Conflicts of Interest".

 Advisors

 Jon
Miller serves as Chairman of our advisory board as well as a board observer. Mr. Miller currently serves as a director of Akamai
Technologies, Inc., Nielsen Holdings plc., AMC Networks Inc., Interpublic Group of Companies, Inc. and J2 Global, Inc. From 2013 until
January 2018, Mr. Miller was a partner at Advancit Capital, where he continues to serve as an advisor and member of the Investment Committee.
He previously has served as Chairman and Chief Executive Officer of the Digital Media Group at News Corp., and was its Chief Digital
Officer from April 2009 to September 2012. Mr. Miller was a founding partner of Velocity Interactive Group, an investment firm focusing
on internet and digital media, from its inception in 2007 to 2009. Prior to founding Velocity, Mr. Miller served as the Chairman and
Chief Executive Officer of America Online, Inc. ("AOL") from 2002 to 2006. Prior to joining AOL, Mr. Miller served as Chief
Executive Officer and President of USA Information and Services. Mr. Miller previously served as a director of, among others, Houghton
Mifflin Harcourt Co., Ticketmaster, LiveNation Entertainment, Inc., RTL Group SA, Shutterstock, Inc. and TripAdvisor, Inc.. Mr. Miller
is a trustee of the American Film Institute and The Paley Center for Media. Mr. Miller holds a B.A. from Harvard College.

 Alex
Greystoke serves as a member of our advisory board and is one of our founders. Mr. Greystoke is a successful serial entrepreneur
with a breadth of skills in a diverse range of industries. Mr. Greystoke is the founder of multiple AI technology companies including
TripChamp, VacationChamp and TravelChamp. He is the inventor of three granted artificial intelligence patents, with eight pending patent
applications. Mr. Greystoke is also an investor with investments in real estate, food and beverage, technology and other sectors. Mr.
Greystoke founded HSC, a boutique corporate finance business raising money for and helping emerging companies commercialize in a range
of sectors including technology, energy, healthcare and consumer products utilizing his wide network of partners throughout Asia, Europe,
the Middle East and the U.S. Mr. Greystoke has served as director to numerous companies in the education, technology, AI and renewable
energy spaces, and has served as a Chairman to a U.K. listed Chinese manufacturing company.

 Raghu
Kilambi serves as a member of our advisory board and is one of our founders. Mr. Kilambi has been CEO of PowerTap Hydrogen Fueling
Corp. since May 2020. Mr. Kilambi previously served as Vice Chairman and Chief Financial Officer of ConversionPoint Technologies from
December 2017 to January 2020. ConversionPoint was sold in two transactions to a private equity-backed group and a strategic buyer. Mr.
Kilambi has also been the principal of Kirarv Capital, a technology investment firm, since June 2009. Mr. Kilambi has raised over $1
billion of equity and debt capital for growth private and public companies in his career and has also been a senior officer and director
of companies that were awarded Barron's ASAP Magazine Top Ramp Champ awards and Profit Magazine's Top 3 Growth Company awards.
Previously, from 1998 to 2001, Mr. Kilambi was the Co-Founder, CFO and Chief Strategy Officer of FutureLink Corp., a leading first-generation
VC-backed cloud computing technology company that grew from startup to over $100 million in annualized revenues. Mr. Kilambi graduated
with Great Distinction with a Bachelor of Commerce (University Scholar), received a Graduate Diploma in Public Accounting from McGill
University (Top 10 List), and qualified as a Canadian Chartered Accountant in 1989 (inactive).

 Amber
Allen serves as a member of our advisory board. Ms. Allen's experience has been focused in the technology,
entertainment and gaming industries, having spent her career at major companies including Reebok, Disney, Warner Bros., and Riot Games.
Currently, Ms. Allen serves as the founder of Double A Labs, a leader in developing transformative technologies and experiences for brand
engagement. Ms. Allen serves on the Advisory Board of University of Texas Game and Development Design and is a member of
the Fashion Institute of Technology. Ms. Allen also volunteers with Women Who Code and is an advisor to both Dell Women's Entrepreneurship
Network and Dell Project Innovate.

 Bart
Oates serves as a member of our advisory board. Mr. Oates was a starting center for the USFL Philadelphia Stars, New York Giants
and San Francisco 49ers, for a total 14 seasons of professional football. In the offseasons, Mr. Oates attended Seton Hall Law School
where he graduated with honors and joined the law firm of Ribis, Graham & Curtin in Morristown N.J., where he focused on litigation
and real estate tax appeal work. Currently, Mr. Oates serves as President of the NFL Alumni Association, a position that allows him to
advocate on behalf of former players to establish benefits and opportunities.

 Martin
Gruschka serves as a member of our advisory board. Mr. Gruschka began his career in 1990 as a management consultant for a Deutsche
Bank Group subsidiary, with a focus on East German Privatization projects. Thereafter, he led the European media practice of Arthur D.
Little, a global management consulting group, from 1996 to 1999. Having spent time as an associate director at Deutsche Morgan Grenfell's
media investment banking division, he co-founded Springwater Capital LLC in 2002 where he currently acts as Managing Partner. Mr. Gruschka
has served as Chairman, President, Board Member and CEO of more than forty companies throughout Europe and the U.S. in a diverse range
of sectors, including media & communications, aerospace, engineering, logistics, recycling, technology, tourism and business process
outsourcing.

 Danielle
Cantor Jeweler serves as a member of our advisory board. Ms. Jeweler is the Executive Vice President and Partner at FAME, and
is an NBPA Certified Agent, representing current and retired NBA talent. Together with partner David Falk, Danielle negotiates contracts
for a number of NBA players. Ms. Jeweler has also negotiated a myriad of national and international endorsement deals for her basketball
clients. In September 2017, Danielle was honored by the Sports Business Journal as a Gamechanger in the sports industry, as the only
female registered agent with active NBA clients. In July 2019, she negotiated the largest guaranteed sports contract by a female agent
(Malcolm Brogdon, with the Indiana Pacers, for 4 years and $85 million). Ms. Jeweler is a member of the Leadership Council for PeacePlayers,
International, and she serves on the Board of Advisors for Most Valuable Kids, the Roy Hibbert Foundation, and Little Smiles. A native
Washingtonian, Ms. Jeweler graduated from the University of Pennsylvania ("UPenn") in the Annenberg School for Communications
and from The Wharton School for Business. Ms. Jeweler is a competitive youth girls soccer coach and played Division 1 soccer at UPenn.

 Marc
Wade serves as a member of our advisory board. Mr. Wade is a financier, philanthropist and founder of Wade & Company, a family
office. Mr. Wade has historically invested in a diversified portfolio of businesses with a primary focus on asset backed lending. His
portfolio has included commercial real estate, banking, energy, sports and entertainment, technology and securities lending. Mr. Wade
was a minority investor in the NHL franchise New Jersey Devils and Devils Entertainment. Mr. Wade is also Co-Founder of BTI, one of South
America's largest aggregators of cell phone towers.

 Garret
Klugh serves as a member of our advisory board. Mr. Klugh is the COO of Falk Ventures. He is an internationally recognized Olympian
and frequent guest speaker, lecturer and panelist in the sports-tech industry. Mr. Klugh earned his undergraduate degree at San Diego
State University and his MBA from George Washington University. At SDSU, Mr. Klugh served as the President of the men's rowing
team. He went on to represent the U.S. on six National Teams and one Olympic Team (Athens 2004). Mr. Klugh won the World Rowing Championship
in 1999 and was honored to be selected by his peers as the Athlete Representative on the Board of Directors for USRowing.

 Doug
Perlman serves as a member of our advisory board. Mr. Perlman is the founder and CEO of Sports Media Advisors ("SMA"),
a boutique advisory firm which focuses on the intersection of sports, television and digital media. Mr. Perlman has worked on all of
SMA's client engagements including those with the NFL, NASCAR, USTA, UFC, Hockey Canada, Little League, NextVR and several leading
private equity firms. Prior to SMA, he established himself throughout the sports industry in senior executive roles at the NHL and IMG.
Among other accolades, Mr. Perlman has been named to the prestigious Sports Business Journal Forty Under 40 three times, earning a spot
in their "Hall of Fame." Mr. Perlman has been recognized by multiple industry publications and organizations as a leader
in the sports, media, and technology industries, including being named one of the 100 Most Powerful People in Sports by the Sporting
News while at the NHL. Mr. Perlman regularly appears on television and is often a featured speaker at industry and other events.

 We
currently expect our advisors to (i) assist us in sourcing, negotiating and consummating a potential business combination, (ii) provide
their business insights when we assess potential business combination targets and (iii) upon our request, provide their business insights
as we work to create additional value in the businesses that we acquire. However, they have no written advisory agreement with us. Additionally,
these individuals have no other employment or compensation arrangements with us. They will not serve on the board or any committee thereof,
nor will they have any voting or decision making capacity on our behalf. They will also not be required to devote any specific amount
of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if any of them
become aware of a business combination opportunity which is suitable for us, they are under no obligation to introduce it to us before
any other prospective acquiror.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers.

 Involvement
in Certain Legal Proceedings

 There
are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation
of the ability or integrity of any of our directors.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded
class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC.
Officers, directors, and greater-than-ten-percent stockholders are required by the SEC's regulations to furnish the Company with
copies of all Section 16(a) forms that they file.

 Based
solely upon a review of Forms 3 and Forms 4 furnished to the Company during the most recent fiscal year, and Forms 5 with respect to
its most recent fiscal year, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely
filed by the officers, directors, and security holders required to file the same during the fiscal year ended December 31, 2022.

 Certain
Corporate Governance Matters

 Code
of Ethics

 We
adopted a code of ethics that applies to all of our officers, directors and employees. The code of ethics codifies the business and ethical
principles that govern all aspects of our business. A copy of the code of ethics is available on our website at www.goalacquisitions.com/#governance,
and will be provided without charge upon request. We intend to disclose any amendments to or waivers of certain provisions of our code
of ethics in a current report on Form 8-K.

 Identification
of Audit Committee and Financial Expert

 Our
board of directors has a standing audit committee that operates under a written charter approved by our board of directors, which charter
reflects the applicable standards and requirements adopted by the SEC and The Nasdaq Stock Market LLC, or Nasdaq.

 The
audit committee is chaired by Ms. Orender and consists of Ms. Orender, Messrs. Falk and Shropshire, each of whom is an independent director.
Our board of directors has determined that Ms. Orender qualifies as an "audit committee financial expert," as defined under
rules and regulations of the SEC.

 Conflicts
of Interest

 In
general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business
opportunities to a corporation if:

 the
 corporation could financially undertake the opportunity;

 the
 opportunity is within the corporation's line of business; and

 it
 would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 Our
amended and restated certificate of incorporation provides that:

 except
 as may be prescribed by any written agreement with us, we renounce our interest in any corporate opportunity offered to any director
 or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of
 our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
 for us to pursue; and

 our
 officers and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty
 by reason of any of our activities or any of our sponsor or its affiliates to the fullest extent permitted by Delaware law.

 Our
officers and directors are, and may in the future become, affiliated with other companies. In order to minimize potential conflicts of
interest which may arise from such other corporate affiliations, each of our officers and directors has contractually agreed, pursuant
to a written agreement with us, until the earliest of our execution of a definitive agreement for a business combination, our liquidation
or such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any
other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any fiduciary or contractual
obligations he might have. The foregoing agreement does not restrict our officers and directors from becoming affiliated with other companies
in the future which could take priority over our company. However, we believe that such agreement still benefits us because our officers
and directors are obligated to present suitable business opportunities to us to the extent that none of their other fiduciary or contractual
obligations require them to present it to another entity.

 The
following table summarizes the pre-existing fiduciary or contractual obligations of our officers and directors besides our sponsor:

 Name
 of Individual

 Name
 of Affiliated Entity

 Schiller

 Diversified
 Search, Sportsgrid, Charlestowne Holdings, Schiller Management Group, Mesa Airlines, Blinktbi

 T. Duffy

 The
 Aspire Sports Marketing Group, LLC

 David
 Falk

 Falk
 Associates Management Enterprises

 Donna
 Orender

 Orender
 Unlimited

 L. Shropshire

 Moelis
 & Company, Global Sport Institute at Arizona State University, Wharton School, University of Pennsylvania

 While
the foregoing may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

 Investors
should also be aware of the following additional potential conflicts of interest:

 None
 of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest
 in allocating their time among various business activities.

 Unless
 we consummate our initial business combination, our officers, directors and sponsor will not receive reimbursement or repayment for
 any out-of-pocket expenses incurred by them, or loans made to us, to the extent that such expenses exceed the amount of available
 proceeds not deposited in the trust account.

 The
 founders' shares beneficially owned by our initial stockholders and the private units purchased by our sponsor, and any warrants
 which our officers or directors may purchase in the aftermarket will expire worthless if a business combination is not consummated.
 Additionally, our officers and directors and affiliates will not receive liquidation distributions from the trust account with respect
 to any of the founders' shares or private shares.

 For
the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is appropriate to
effect a business combination with.

 To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our officers, directors, sponsor or initial stockholders unless we have obtained an opinion from an independent investment
banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated
stockholders from a financial point of view. We will also need to obtain the approval of a majority of our disinterested independent
directors. Furthermore, in no event will any of our sponsor, members of our management team or their respective affiliates be paid any
compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination (regardless
of the type of transaction that it is) other than the payment of consulting, success or finder fees to our sponsor, officers, directors,
advisors, initial stockholders or their affiliates in connection with the consummation of our initial business combination, repayment
of the $200,000 loan and reimbursement of any out-of-pocket expenses.

 ITEM
11. EXECUTIVE COMPENSATION

 No
executive officer has received any cash compensation for services rendered to us.

 Other
than the payment of consulting, success or finder fees to our sponsor, officers, directors, advisors, initial stockholders or their affiliates
in connection with the consummation of our initial business combination and the repayment of the $200,000 loan made by our sponsor to
us, no compensation or fees of any kind will be paid to our sponsor, initial stockholders, members of our Team or their respective affiliates,
for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of
transaction that it is). However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with
activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses
and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses
to examine their operations. There is no limit on the amount of consulting, success or finder fees payable by us upon consummation of
an initial business combination. Additionally, there is no limit on the amount of out-of-pocket expenses reimbursable by us; provided,
however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses will not be
reimbursed by us unless we consummate an initial business combination.

 After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation
materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting
held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive
and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a current
report on Form 8-K or a periodic report, as required by the SEC.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The
following table sets forth information regarding the beneficial ownership of our shares of common stock as of the date of this annual
report by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each
 of our officers and directors; and

 all
 of our officers and directors as a group.

 Our
sponsor purchased an aggregate of 5,750,000 founders' shares for an aggregate purchase price of $25,000. On December 16, 2020,
we effected a stock dividend of.125 of a share of common stock for each outstanding share of common stock, and as a result, our initial
shareholders hold 6,468,750 founder shares as of the date of this annual report. In December 2020, our sponsor transferred an aggregate
of 2,354,000 founder shares to our officers, directors and advisors. In January 2021, we issued to EarlyBirdCapital and its designees
150,000 shares of common stock. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment
power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial
ownership of the warrants included in the units or the private warrants as these warrants are not exercisable within 60 days of April
7, 2023.

 Name and Address of Beneficial Owner (1)

 Amount and
 Nature of
 Beneficial
 Ownership

 Approximate
 Percentage of Outstanding
 Shares of
 Common Stock

 Goal Acquisitions Sponsor, LLC

 4,782,250
 (2)

 63.8
 %

 Harvey Schiller (Chief Executive Officer)

 560,000
 (3)

 7.5
 %

 William T. Duffy (Chief Financial Officer and Chief Operating Officer)

 250,000
 (3)

 3.3
 %

 David Falk (Director, Senior Advisor)

 150,000
 (3)

 2.0
 %

 Donna Orender (Director)

 50,000
 (3)

 *

 Kenneth L. Shropshire (Director)

 75,000
 (3)

 *

 All directors and executive officers as a group (5 individuals)

 1,085,000

 14.5
 %

 *

 Less
 than 1%.

 (1)

 Unless
 otherwise indicated, the business address of each of the individuals is c/o Goal Acquisitions Corp., 12600 Hill Country Blvd Building
 R, Suite 275, Bee Cave, Texas 78738.

 (2)

 According
 to the Schedule 13D/A filing on February 14, 2024, Goal Acquisitions Sponsor, LLC holds 4,114,750 founders' shares and 667,500
 private shares. The amount reported in this table represents securities held by Goal Acquisitions Sponsor, LLC, our sponsor. Alex
 Greystoke, Raghu Kilambi and William T. Duffy comprise the Board of Managers of our sponsor. Any action by our sponsor with respect
 to our company or the founder shares, including voting and dispositive decisions, requires a majority vote of the managers of the
 board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority
 of our sponsor's managers, none of the managers of our sponsor is deemed to be a beneficial owner of our sponsor's securities,
 even those in which such manager holds a pecuniary interest. Accordingly, none of our directors or officers is deemed to have or
 share beneficial ownership of the founder shares held by our sponsor.

 (3)

 Does
 not include any securities held by Goal Acquisitions Sponsor, LLC, of which each person is a member. Each such person disclaims beneficial
 ownership of the reported shares other than to the extent of his ultimate pecuniary interest therein.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 In
November 2020, we issued 5,750,000 shares of common stock to our initial stockholders for $25,000 in cash, at a purchase price of approximately
$0.004 per share, in connection with our organization. On December 16, 2020, we effected a stock dividend of.125 of a share of common
stock for each outstanding share of common stock, resulting in our initial stockholders holding an aggregate of 6,468,750 founder shares
as of the date of this annual report. In December 2020, our sponsor transferred an aggregate of 2,354,000 founder shares to our officers,
directors and advisors. If the underwriters do not exercise all or a portion of their over-allotment option, our initial stockholders
will forfeit up to an aggregate of 843,750 shares of common stock in proportion to the portion of the over-allotment option that was
not exercised.

 Our
sponsor purchased, pursuant to written subscription agreements with us, the 667,500 private units (for a total purchase price of $6,675,000)
from us. The private units are identical to the units sold in our IPO except that the private warrants: (i) are not redeemable by us
and (ii) may be exercised for cash or on a cashless basis, as described in this annual report, so long as they are held by the initial
purchaser or any of their permitted transferees. Once the private warrants are transferred to anyone other than a permitted transferee,
the private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units
sold in our IPO. Our purchasers have agreed not to transfer, assign or sell any of the private units and underlying securities (except
to certain permitted transferees) until after the completion of our initial business combination. Furthermore, they have agreed (A) to
vote the private shares in favor of any proposed business combination, (B) not to convert any private shares in connection with a stockholder
vote to approve a proposed initial business combination or sell any private shares to us in a tender offer in connection with a proposed
initial business combination and (C) that the private shares shall not participate in any liquidating distribution from our trust account
upon winding up if a business combination is not consummated. In the event of a liquidation prior to our initial business combination,
the private units will likely be worthless.

 Effective
as of November 4, 2021, upon approval of the Board, the Company entered into an Expense Advancement Agreement with Goal Acquisitions
Sponsor, LLC (the "Funding Party"). Pursuant to the Expense Advancement 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 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
holders of our founders' shares issued and outstanding on the date of this annual report, as well as the holders of the representative
shares, private units and any units our sponsor, initial stockholders, officers, directors or their affiliates may be issued in payment
of working capital loans made to us (and all underlying securities), are entitled to registration rights pursuant to an agreement signed
in connection with our IPO. The holders of a majority of these securities are entitled to make up to two demands that we register such
securities. The holders of the majority of the founders' shares can elect to exercise these registration rights at any time commencing
three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the
private units and units issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these
registration rights at any time after we consummate a business combination. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. Notwithstanding
anything to the contrary, EarlyBirdCapital and the other holders of the representative shares may only make a demand on one occasion
and only during the five-year period beginning on February 10, 2021. In addition, EarlyBirdCapital and the other holders of the representative
shares may participate in a "piggy-back" registration only during the seven-year period beginning on February 10, 2021. We
will bear the expenses incurred in connection with the filing of any such registration statements.

 We
have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated certificate of incorporation.

 Other
than the payment of consulting, success or finder fees to our sponsor, officers, directors, advisors, initial stockholders or their affiliates
in connection with the consummation of our initial business combination and repayment of the $200,000 loan, no compensation or fees of
any kind will be paid to our sponsor, initial stockholders, members of our Team or their respective affiliates, for services rendered
prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is).
However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on
our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business
combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their
operations. There is no limit on the amount of consulting, success or finder fees payable by us upon consummation of an initial business
combination. Additionally, there is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the
extent such expenses exceed the available proceeds not deposited in the trust account, such expenses will not be reimbursed by us unless
we consummate an initial business combination.

 After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation
materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting
held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive
and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a current
report on Form 8-K or a periodic report, as required by the SEC.

 All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed
by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval
by a majority of our uninterested "independent" directors or the members of our board who do not have an interest in the
transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any
such transaction unless our disinterested "independent" directors determine that the terms of such transaction are no less
favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

 Related
Party Policy

 Our
Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts
of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined
as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or
any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater
than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and
(b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial
owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult
to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family,
receives improper personal benefits as a result of his or her position.

 Our
audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent
we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related
party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available
from an unaffiliated third-party under the same or similar circumstances and the extent of the related party's interest in the
transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required
to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive
officers to complete a directors' and officers' questionnaire that elicits information about related party transactions.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

 To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our sponsor, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another
independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from
a financial point of view. We will also need to obtain approval of a majority of our disinterested independent directors.

Independence

 Currently
David Falk, Donna Orender and Kenneth L. Shropshire are each considered an "independent director" under the Nasdaq listing
rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual
having a relationship, which, in the opinion of the company's board of directors will interfere with the director's exercise
of independent judgment in carrying out the responsibilities of a director.

 Our
independent directors will have regularly scheduled meetings at which only independent directors are present.

 Any
affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors
will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 The
following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

 Audit
Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements, reviews of
our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection
with statutory and regulatory filings. The aggregate fees for Marcum LLP for audit fees, inclusive of required filings with the SEC for
the year ended December 31, 2023 and 2022 totaled $102,947 and $77,250, respectively.

 Audit-Related
Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of
the audit or review of our year-end financial statements and are not reported under "Audit Fees." These services include
attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
We did not pay Marcum LLP any audit related fees during the year ended December 31, 2023. The audit related fees for Marcum LLP during
the year ended December 31, 2022 totaled $5,150.

 Tax
Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. The tax
fees for Marcum LLP during the year ended December 31, 2023 and 2022, totaled $9,266 and $5,008, respectively.

 All
Other Fees. All other fees consist of fees billed for all other services. We did not pay Marcum LLP any other fees during the year
ended December 31, 2023 and 2022.

 Pre-Approval
Policy

 Our
audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)
The following documents are included as part of this annual report on Form 10-K:

 1.
Financial Statements — See Index to Financial Statements in Item 8.

 2.
Financial Statement Schedules — Not Applicable.

 3.
Exhibits

 GOAL

TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB Firm ID Number 688)

 Financial
 Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 to F-19

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 Goal
Acquisitions Corp

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Goal Acquisitions Corp (the "Company") as of December 31, 2023 and 2022,
the related statements of operations, stockholders' deficit and cash flows for each of the two years in the period ended
December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results
of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As
more fully described in Note 1 to the financial statements, the Company's business plan is dependent on the completion of a
business combination and the Company's cash and working capital as of December 31, 2023 are not sufficient to complete its
planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial
statements. Additionally, the liquidation deadline is within 12 months of the filing date. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
Marcum llp

 Marcum
LLP

 We
have served as the Company's auditor since 2020.

 Houston, TX
 April 16, 2024

 F- 2

 GOAL

 BALANCE
SHEETS

 2023

 2022

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 303,746

 $
 10,897

 Prepaid expenses and other current assets

 166,385

 56,720

 TOTAL CURRENT ASSETS

 470,131

 67,617

 Marketable securities held in the trust account

 2,862,207

 262,220,950

 TOTAL ASSETS

 $
 3,332,338

 $
 262,288,567

 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 5,733,193

 $
 3,020,456

 Sponsor loans issued under the Expense Advancement Agreement

 2,000,000

 1,006,895

 Income taxes payable

 1,508,539

 709,969

 Excise tax payable attributable to redemption of common stock

 2,629,644

 —

 Advances - Related Party

 677,232

 5,000

 TOTAL CURRENT LIABILITIES

 12,548,608

 4,742,320

 Warrant liabilities

 2,662

 34,043

 TOTAL LIABILITIES

 12,551,270

 4,776,363

 COMMITMENTS AND CONTINGENCIES (NOTE 6)

 Common stock subject to possible redemption, 266,350 and 25,875,000 shares at redemption value at December 31, 2023 and 2022, respectively

 2,853,639

 261,416,732

 STOCKHOLDERS' DEFICIT

 Preferred stock, $ 0.0001 par value per share; 1,000,000 shares authorized; none issued and outstanding at December 31, 2023 and 2022

 —

 —

 Common stock, $ 0.0001 par value per share; 100,000,000 shares authorized; 7,286,250 shares issued and outstanding at December 31, 2023 and 2022

 Additional paid-in capital

 —

 —

 Accumulated deficit

 ( 12,073,300
)

 ( 3,905,257
)

 TOTAL STOCKHOLDERS' DEFICIT

 ( 12,072,571
)

 ( 3,904,528
)

 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

 $
 3,332,338

 $
 262,288,567

 The
accompanying notes are an integral part of the financial statements.

 F- 3

 GOAL

 STATEMENTS
OF OPERATIONS

 2023

 2022

 For the Year Ended December 31,

 2023

 2022

 Operating costs

 $
 915,685

 $
 1,180,194

 Business combination expenses

 3,264,394

 2,475,865

 Loss from operations

 ( 4,180,079
)

 ( 3,656,059
)

 Other income:

 Interest income on marketable securities held in the trust account

 3,810,230

 3,730,147

 Change in fair value of warrant liability

 31,381

 339,028

 Total other income

 3,841,611

 4,069,175

 Loss before provision for income taxes

 ( 338,468
)

 413,116

 Provision for income taxes

 ( 798,570
)

 ( 709,969
)

 Net loss

 $
 ( 1,137,038
)

 $
 ( 296,853
)

 Weighted average shares outstanding, common stock subject to possible redemption

 7,915,486

 25,875,000

 Basic and diluted net loss per share, common stock subject to possible redemption

 $
 ( 0.07
)

 $
 ( 0.01
)

 Weighted average shares outstanding, non-redeemable common stock

 Basic and diluted net loss per share, non-redeemable common stock

 $
 ( 0.07
)

 $
 ( 0.01
)

 The
accompanying notes are an integral part of the financial statements.

 F- 4

 GOAL

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR
THE YEAR ENDED DECEMBER 31, 2023 and 2022

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Common Stock

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of December 31, 2021

 $

 $
 336,908

 $
 ( 1,278,580
)

 $
 ( 940,943
)

 Remeasurement of common stock subject to possible redemption

 —

 —

 ( 336,908
)

 ( 2,329,824
)

 ( 2,666,732
)

 Net loss

 —

 —

 ( 296,853
)

 ( 296,853
)

 Balance as of December 31, 2022

 —

 ( 3,905,257
)

 ( 3,904,528
)

 Balance

 —

 ( 3,905,257
)

 ( 3,904,528
)

 Remeasurement of common stock subject to possible redemption

 —

 —

 —

 ( 4,401,361
)

 ( 4,401,361
)

 Excise tax payable attributable to redemption of common stock

 —

 —

 —

 ( 2,629,644
)

 ( 2,629,644
)

 Net loss

 —

 —

 —

 ( 1,137,038
)

 ( 1,137,038
)

 Balance as of December 31, 2023

 $

 $
 —

 $
 ( 12,073,300
)

 $
 ( 12,072,571
)

 Balance

 $

 $
 —

 $
 ( 12,073,300
)

 $
 ( 12,072,571
)

 The
accompanying notes are an integral part of the financial statements.

 F- 5

 GOAL

 STATEMENTS
OF CASH FLOWS

 2023

 2022

 For the Year Ended December 31,

 2023

 2022

 Cash Flows from Operating Activities:

 Net loss

 $
 ( 1,137,038
)

 $
 ( 296,853
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Interest earned on cash and investments held in the trust account

 ( 3,810,230
)

 ( 3,730,041
)

 Change in fair value of warrant liabilities

 ( 31,381
)

 ( 339,028
)

 Formation cost paid by sponsor

 —

 —

 Changes in current assets and current liabilities:

 Prepaid expenses and other current assets

 ( 109,665
)

 434,604

 Accounts payable and accrued expenses

 2,712,737

 2,163,524

 Income taxes payable

 798,570

 709,969

 Net cash used in operating activities

 ( 1,577,008
)

 ( 1,057,825
)

 Cash Flows from Investing Activities:

 Principal deposited in Trust Account in connection with monthly extension deposits

 ( 1,552,500
)

 —

 Cash withdrawn from Trust Account for redemption of common shares

 262,964,454

 —

 Cash withdrawn from Trust Account to pay franchise taxes and
 monthly extensions

 1,757,020

 284,670

 Net cash provided by investing activities

 263,168,974

 284,670

 Cash Flows from Financing Activities:

 Proceeds from Initial Public Offering, net of underwriters' discount

 —

 —

 Proceeds from issuance of Private Placement Warrants

 —

 —

 Proceeds of sponsor loan

 993,105

 1,032,500

 Repayment of sponsor loan

 —

 ( 261,156
)

 Advances from Sponsor

 677,232

 7,557

 Repayment of advances from Sponsor

 ( 5,000
)

 ( 2,557
)

 Redemption of common shares

 ( 262,964,454
)

 —

 Net cash (used in) provided by financing activities

 ( 261,299,117
)

 776,344

 Net Change in Cash

 292,849

 3,189

 Cash – Beginning

 10,897

 7,708

 Cash – Ending

 $
 303,746

 $
 10,897

 Supplemental Disclosure of Non-cash Financing Activities:

 Excise tax payable attributable to redemption of common stock

 $
 2,629,644

 $
 —

 Remeasurement of common shares subject to redemption

 $
 4,401,361

 $
 2,666,732

 The
accompanying notes are an integral part of the financial statements.

 F- 6

 Note
1 — Organization, Business Operations and Going Concern

 Organization
and General

 Goal
Acquisitions Corp. (the "Company") was incorporated in Delaware on October 26, 2020. The Company was formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the "Business Combination"). Although the Company is not limited to a particular industry or geographic
region for purposes of consummating a Business Combination, the Company intends to focus on businesses that service the sports industry.
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.

 As
of December 31, 2023, the Company had not yet commenced any operations. All activity from October 26, 2020 (inception) through December
31, 2023, relates to the Company's formation and the initial public offering ("IPO") described below, and, since the
closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of
interest income on marketable securities held in the trust account and will recognize changes in the fair value of warrant liabilities
as other income (expense).

 Financing

 The
registration statement for the Company's IPO was declared effective on February 10, 2021 (the "Effective Date"). On
February 16, 2021, the Company consummated the IPO of 22,500,000 units (the "Units" and, with respect to the common stock
included in the Units being offered, the "Public Shares"), at $ 10.00 per Unit, generating gross proceeds of $ 225,000,000.

 Simultaneously
with the closing of the IPO, the Company consummated the sale of 600,000 units (the "Private Units"), at a price of $ 10.00
per Private Unit to Goal Acquisition Sponsor, LLC (the "Sponsor"), generating total gross proceeds of $ 6,000,000.

 The
Company granted the underwriters in the IPO a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, if
any. On February 24, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of
the additional 3,375,000 Units (the "Over-Allotment Units"). The issuance by the Company of the Over-Allotment Units at a
price of $ 10.00 per unit resulted in total gross proceeds of $ 33,750,000. On February 24, 2021, simultaneously with the issuance and
sale of the Over-Allotment Units, the Company consummated the sale of an additional 67,500 Private Units (together with the IPO Private
Placement, the "Private Placements"), generating gross proceeds of $ 675,000.

 Transaction
costs amounted to $ 5,695,720 consisting of $ 5,175,000 of underwriting discount, and $ 520,720 of other offering costs.

 Trust
Account

 Following
the closing of the IPO on February 16, 2021 and the underwriters' full exercise of the over-allotment option on February 24, 2021,
$ 258,750,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of Over-Allotment Units, and the sale
of the Private Units was placed in a Trust Account, which are held as cash or invested only in U.S. government securities, within the
meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment
company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company
Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the
funds in the Trust Account.

 Initial
Business Combination

 The
Company will provide holders of the outstanding Public Shares (the "public stockholders") with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated
to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect
to the Company's warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary
equity upon the completion of the IPO in accordance with the Accounting Standards Codification ("ASC") Topic 480 "Distinguishing
Liabilities from Equity."

 On
February 7, 2023, the Company's stockholders approved an amendment to the Investment Management Trust Agreement (the "First
Trust Agreement Amendment"), dated February 10, 2021 (the "Investment Management Trust Agreement"), by and between
the Company and Continental Stock Transfer & Trust Company ("Continental"), to change the date on which Continental must
commence liquidation of the amount on deposit in the trust account (the "Trust Account") established in connection with the
Company's IPO from February 16, 2023 to March 18, 2023, subject to extension by the board of directors for up to five additional
thirty-day periods (the latest of which such date (August 15, 2023 if the board of directors exercises all five extensions). The Board
exercised all five additional thirty-day extensions.

 On
February 7, 2023, the Company's stockholders also approved an amendment (the "First Charter Amendment") to the Amended
and Restated Certificate of Incorporation of the Company (the "Charter") to (i) extend the initial period of time by which
the Company has to consummate an initial business combination through August 15, 2023 and (ii) make other related administrative and
technical changes in the Charter, in each case, pursuant to an amendment in the form set forth in Annex A of the proxy statement the
Company filed with the SEC on January 9, 2023. The Company filed the First Charter Amendment with the Secretary of State of the State
of Delaware on February 8, 2023.

 In
connection with the Company's stockholders' approval and implementation of the First Charter Amendment, the holders of 16,328,643
shares of the Company's common stock exercised their right to redeem their shares for cash at a redemption price of approximately
$ 10.13 per share, for an aggregate redemption amount of approximately $ 165,489,173. Following such redemptions, 9,546,357 Public Shares
remained outstanding.

 F- 7

 On
August 14, 2023, the Company's stockholders approved an amendment (the "Second Trust Agreement Amendment") to the Investment
Management Trust Agreement, dated February 10, 2021, by and between the Company Continental, to change the date on which Continental
must commence liquidation of the amount on deposit in the Trust Account established in connection with the Company's initial public
offering from August 16, 2023 to August 23, 2023, subject to extension by the board of directors on a day-by-day basis, with the ability
to extend up to seven days at a time in advance, for a maximum of ninety-days, or November 15, 2023.

 On
August 14, 2023, the Company's stockholders also approved an amendment (the "Second Charter Amendment") to the
Charter to (i) extend the initial period of time by which the Company has to consummate an initial business combination to November
14, 2023 and (ii) make other administrative and technical changes in the Charter in connection with the new termination date, in
each case, pursuant to an amendment in the form set forth in Annex A of the proxy statement. The Company filed the Second Charter
Amendment with the Secretary of State of the State of Delaware on August 14, 2023.

 In
connection with the stockholders' approval and implementation of the Second Charter Amendment proposal, the holders of 8,708,098
Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.50 per share, for an aggregate
redemption amount of $ 91,398,232. Following such redemptions, 838,259 Public Shares remained outstanding.

 On
November 8, 2023, the Company held a meeting and approved an amendment to the Charter (the "Third Charter Amendment") to
extend the initial period of time by which the Company has to consummate an initial business combination to February 10, 2024. In connection
with the stockholders' approval and implementation of the Third Charter Amendment proposal, the holders of 571,909 Public Shares
exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.63 per share, for an aggregate redemption
amount of $ 6,077,050. Following such redemptions, 266,360 Public Shares remained outstanding.

 On
February 7, 2024, the Company approved an amendment to the Investment Management Trust Agreement (the "Third Trust Agreement Amendment"), dated February 10, 2021, by and
between the Company and Continental Stock Transfer & Trust Company to change the date on which Continental must commence
liquidation of the amount on deposit in the trust account established in connection with the Company's initial public offering
from February 10, 2024 to August 8, 2024 (the
"New Termination Date").

 On February 7, 2024, the Company's stockholders
also approved an amendment to the Charter (the "Fourth Charter Amendment") to the Charter to (i) extend the period of time
by which the Company has to consummate an initial business combination to the New Termination Date and (ii) make other administrative
and technical changes in the Charter in connection with the New Termination Date, in each case, pursuant to an amendment in the form set
forth in Annex A of the proxy statement. The Company filed the Fourth Charter Amendment with the Secretary of State of the State of Delaware
on February 7, 2024.

In connection with the stockholders' approval and implementation of the Fourth Charter Amendment proposal, the holders of 52,181
Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.63
per share, for an aggregate redemption amount of approximately $ 554,562.
Following such redemptions, 214,169
Public Shares remain outstanding, see also Note 10.

 The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 immediately prior to or
upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the then outstanding shares
of common stock present and entitled to vote at the meeting to approve the Business Combination are voted in favor of the Business Combination.
If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons,
the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange
Commission ("SEC") and file tender offer documents with the SEC containing substantially the same information as would be
included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required
by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks
stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note
5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder
may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

 Notwithstanding
the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender
offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with
whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% or more of the Public Shares, without the prior consent of the Company.

 The
Sponsor and the Company's officers and directors have agreed (a) to waive redemption rights with respect to the Founder Shares
and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the
Charter (i) to modify the substance or timing of the Company's obligation to allow redemption in connection with the Company's
initial Business Combination and certain amendments to the Charter or to redeem 100% of its Public Shares if the Company does not complete
a Business Combination or (ii) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination
activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with
any such amendment.

 As
a result of the stockholder approval of the Trust Agreement Amendment, the Company will have until the New Termination Date to complete
a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the
Combination Period and stockholders do not approve any further amendment to the Charter to further extend this date, (or if the proposals
submitted to the Company's stockholders at the August 14, 2023 stockholder meeting are not approved), the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board
of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company's obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to the Company's warrants, which will expire worthless if the Company fails to complete a Business Combination
within the Combination Period.

 The
holders of the Founder Shares have agreed to waive liquidation distributions with respect to such shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in or after the IPO, such Public
Shares would be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination
within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available
for distribution will be less than the IPO price per Unit ($ 10.00).

 F- 8

 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such
lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in
the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company's tax obligation and up to
$100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company's indemnity
of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not
be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor
will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (with the exception
of its independent registered public accountant), prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Restated Business Combination Agreement and Merger Agreement

 On
February 8, 2023, the Company entered into an Amended and Restated Business Combination Agreement (the "Amended and Restated Business
Combination Agreement") with Goal Acquisitions Nevada Corp., a Nevada corporation ("Goal Nevada"), Digital Virgo Group,
a French corporation ( soci t par actions simplifi e) ("Digital Virgo"), all shareholders of
Digital Virgo (the "Digital Virgo Shareholders"), and IODA S.A., in its capacity as the "DV Shareholders Representative"
(as defined in the Amended and Restated Business Combination Agreement), which amends and restates the Business Combination Agreement,
dated as of November 17, 2022, by and among the Company, Digital Virgo, and certain other parties in its entirety.

with the execution of the Amended and Restated Business Combination Agreement, the Company and Goal Nevada entered into an Agreement
and Plan of Merger (the "Merger Agreement"), pursuant to which the Company will, prior to the Closing (as defined in the
Merger Agreement), 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").

to the Amended and Restated Business Combination Agreement and after the consummation of the Reincorporation Merger, Digital Virgo will
acquire all of the outstanding shares of Goal Nevada whereby the outstanding shares of Goal Nevada will be exchanged for shares of Digital
Virgo by means of a statutory share exchange under Nevada law (the "Exchange").

 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.

 The
Amended and Restated Business Combination Agreement contains customary representations, warranties and covenants of the parties thereto.
The consummation of the transactions contemplated by the Amended and Restated Business Combination Agreement is subject to certain conditions
as further described therein.

 The
Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed
Merger is subject to certain conditions as further described in the Merger Agreement.

 The
Reincorporation Merger and the Exchange

 Subject
to, and in accordance with, the terms and conditions of the Merger Agreement, the Company will, prior to the Closing, 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. Each unit of the Company (which is comprised of one share of common stock of the Company and one warrant to purchase one
share of common stock of the Company), share of common stock of the Company and warrant to purchase shares of common stock of the Company
issued and outstanding immediately prior to the effective time of the Reincorporation Merger will be converted, respectively, into units
of Goal Nevada, shares of common stock of Goal Nevada and warrants to purchase shares of common stock of Goal Nevada (respectively, "Goal
Nevada Units," "Goal Nevada Shares" and "Goal Nevada Warrants") on a one-for-one basis, which will have
substantially identical rights, preferences and privileges as the units sold in the Company's IPO and simultaneous private placement,
the Company's common stock, par value $ 0.0001 per share, and the warrants which were included in the units that were sold in the
Company's IPO and simultaneous private placement.

to the Amended and Restated Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein,
Digital Virgo will effect a series of related transactions, in each case, upon the terms and subject to the conditions set forth in the
Amended and Restated Business Combination Agreement, including the following:

 Prior
to the Closing, Digital Virgo will convert into a French public limited company ( soci t anonyme);

 After
the conversion into a French public limited company ( soci t anonyme) and prior to the Closing, Digital Virgo and
the Digital Virgo Shareholders intend to effect a placement of ordinary shares of Digital Virgo to certain institutional and other investors
(the "PIPE Investors") through both primary and/or secondary offerings (the "PIPE Investment"), including the
sale of a number of Digital Virgo ordinary shares held by the Digital Virgo Shareholders in exchange for $ 125,000,000 in cash;

 Immediately
 after the PIPE Investment, Digital Virgo will (i) effect a reverse share split of all of its existing shares pursuant to a conversion
 parity which is expected to be 10 to 26, including the shares purchased by the PIPE Investors in the PIPE Investment, (ii) change
 the par value of all such existing shares from 0.10 to 0.26 and (iii) rename all such existing shares to Class A ordinary
 shares (the "Digital Virgo Class A Ordinary Shares") (together, the "Reverse Share Split"). Immediately after
 the completion of the Reverse Share Split, the Digital Virgo Class A Ordinary Shares held by IODA S.A., the controlling shareholder
 of Digital Virgo, will be converted into Class B preferred shares, par value 0.26 per share of Digital Virgo (the "Digital
 Virgo Class B Shares"), on a one-for-one basis, with such shares having identical rights to the Digital Virgo Class A Ordinary
 Shares except that the Digital Virgo Class B Shares will have two votes for each share.

 F- 9

 Subject
to, and in accordance with, the terms and conditions of the Amended and Restated Business Combination Agreement, at the Closing, (i)
Digital Virgo will acquire all of the issued outstanding Goal Nevada Shares pursuant to articles of exchange filed with the Nevada Secretary
of State in accordance with the Nevada Revised Statutes, whereby each issued and outstanding Goal Nevada Share will be exchanged for
one Digital Virgo Class A Ordinary Share by means of the Exchange and (ii) each Goal Nevada Warrant will be automatically exchanged for
one warrant issued by Digital Virgo that will be exercisable for one Digital Virgo Class A Ordinary Share. All outstanding Goal Nevada
Units will be separated into their underlying securities immediately prior to the Exchange.

 In
addition, at the Closing, (i) 5,000,000 Class C preferred shares, par value 0.26 per share, of Digital Virgo (the "DV Earnout
Shares") will be issued to and deposited with one or more escrow agents and will be disbursed to the Digital Virgo Shareholders,
in whole or in part, after the Closing, if both an earnout milestone based on "EBITDA" (as defined in the Amended and Restated
Business Combination Agreement) and a share price milestone are met and (ii) 1,293,750 Class C preferred shares, par value 0.26
per share, of Digital Virgo (the "Sponsor Earnout Shares") will be issued to and deposited with an escrow agent and will
be disbursed to the Sponsor, after the Closing, if a share price milestone is met. The earnout milestone will be met if Digital Virgo's
EBITDA for any fiscal year ending on or before December 31, 2027 is equal or greater than $ 60,000,000, in which case 2,500,000 DV Earnout
Escrow Shares will be released to the Digital Virgo Shareholders. The share price milestone will be met if Digital Virgo's share
price is equal to or greater than $ 15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which
there is trading activity) from the period starting from the date immediately following the Closing Date and ending on December 31, 2026,
in which case 2,500,000 DV Earnout Escrow Shares will be released to the Digital Virgo Shareholders and all of the Sponsor Earnout Shares
will be released to the Sponsor. Any DV Earnout Shares remaining in the earnout escrow account that have not been released to the Digital
Virgo Shareholders will be released to Digital Virgo, and any Sponsor Earnout Shares remaining in the earnout escrow account that have
not been released to the Sponsor will be released to Digital Virgo. The Class C preferred shares of Digital Virgo will have identical
rights to the Digital Virgo Class A Ordinary Shares except that the Class C preferred shares will have no voting rights. If and when
the Class C preferred shares are released from escrow to the Digital Virgo Shareholders or the Sponsor, as applicable, such shares shall
automatically be converted into Digital Virgo Class A Ordinary Shares, on a one-for-one basis, with full voting rights as of their respective
date of disbursement by the escrow agent. "EBITDA" means the "Adjusted EBITDA" of Digital Virgo as currently
calculated by Digital Virgo for its reporting requirements under its existing credit facility.

 The
Sponsor has agreed to forfeit 646,875 shares of common stock of the Company for no consideration effective as of the Closing.

 The
Company has received two notices from Digital Virgo purporting to unilaterally terminate the Amended and restated Business
Combination Agreement pursuant to Section 8.03(d) of the Amended and Restated Business Combination Agreement. Since receipt of that
correspondence, the Company has attempted to communicate with Digital Virgo have about these matters to resolve the dispute and
proceed with the transaction, but Digital Virgo has refused. Therefore, the Company commenced Arbitration with the International Chamber of Commerce ("ICC") to enforce
its rights under the Amended and Restated Business Combination Agreement.

 Other
Agreements

 The
Amended and Restated Business Combination Agreement contemplates the execution of various additional agreements and instruments, including,
among others, an Amended and Restated Sponsor Support Agreement, Amended and Restated Investor Rights Agreement, and Amended and Restated
Initial Shareholders Forfeiture Agreement.

 Use
of Funds Restricted for Payment of Taxes

 From
inception to date, the Company has withdrawn a total of $ 2,041,690 of interest from the Trust Account of which $ 541,719 was paid for
franchise taxes. Of the aggregate withdrawals, $ 1,499,971 was restricted for the payment of the Company's income taxes. During
the year ended December 31, 2023, the Company utilized the restricted amount of $ 1,499,971 to fund the Company's monthly extension
deposits.

 As
of the date of these financial statements, the Company has not yet filed it's corporate tax return and intends to remit payment
for income taxes upon completion of the return.

 Liquidity,
Capital Resources and Going Concern

 As
of December 31, 2023, the Company had $ 303,746 in cash and a working capital deficit of $ 12,078,477. In addition, in order to finance
transaction costs in connection with a Business Combination, the Company's initial stockholders, or certain of our officers and
directors may, but are not obligated to, provide us with working capital loans. There are currently no amounts outstanding under any
working capital loans. See Note 5 for a description of all the Sponsor and other related party funding transactions.

 In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or its
affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes a Business Combination, the Company
will repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment.
Up to $ 1,500,000 of such working capital loans may be convertible into units of the post Business Combination entity at a price of $ 10.00
per unit. The units would be identical to the Private Units. To date, the Company had no borrowings under the working capital loans.

 The
Company will need to raise additional capital through loans or additional investments from the Sponsor, stockholders, officers, directors,
or third parties. The Company's officers, directors and the Sponsor may, but are not obligated to, loan the Company funds, from
time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital
needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital,
the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to,
curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide
any assurance that new financing will be available to us on commercially acceptable terms, if at all.

 In
connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standards Board's
("FASB") Accounting Standards Codification ("ASC") Topic 205-40, "Presentation of Financial Statements
- Going Concern," the Company has until the New Termination Date, currently November 14, 2023 to consummate a business combination.
On August 14, 2023, the Company's stockholders voted and approved the Second Trust Agreement Amendment to change the date on which
Continental must commence liquidation of the Trust Account to the New Termination Date. It is uncertain that the Company will be able
to consummate a business combination by this time. If a business combination is not consummated by this date and an extension of the
period of time the Company has to complete a business combination has not been approved by the Company's stockholders, there will
be a mandatory liquidation and subsequent dissolution of the Company. The Company has determined that the Company's insufficient
capital and mandatory liquidation, should a business combination not occur, and an extension not approved by the stockholders of the
Company, and potential subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern
one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after August 8, 2024. The Company intends to continue to complete a business combination,
including the transactions contemplated by the Amended and Restated Business Combination Agreement (the "Transaction"), before
the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the date that these financial
statements were issued.

 The
Company's financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification
of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 F- 10

 Risks
and Uncertainties

 In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further,
the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements
and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as
of the date of these financial statements.

 Under
the current rules and regulations of the SEC the Company is not deemed an investment company for purposes of the Investment Company Act
of 1940 (the "Investment Company Act"); however, on March 30, 2022, the SEC proposed new rules (the "Proposed Rules")
relating, among other matters, to the circumstances in which SPACs such as us could potentially be subject to the Investment Company
Act and the regulations thereunder. The Proposed Rules provide a safe harbor for companies from the definition of "investment company"
under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration
limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically,
to comply with the safe harbor, the Proposed Rules would require a company to file a Current Report on Form 8-K announcing that it has
entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date
of the SPAC's registration statement for its initial public offering. The company would then be required to complete its initial
business combination no later than 24 months after the effective date of such registration statement.

 There
is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, which includes the Company like ours.
The Company did not enter into a definitive business combination agreement within 18 months after the effective date of our registration
statement relating to our IPO and there is a risk that we may not complete our initial business combination within 24 months of such
date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If the
Company is deemed to be an investment company for purposes of the Investment Company Act, the Company may be forced to abandon our efforts
to complete an initial business combination and instead be required to liquidate. If the Company is required to liquidate, the Company's
investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation
in the value of the Company's stock and warrants following such a transaction.

 Currently,
the funds in the Company's Trust account are held only in money market funds investing solely in U.S. government treasury obligations
and meeting certain conditions under Rule 2a-7 under the Investment Company Act. The Investment Company Act defines an investment company
as any issuer which (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,
reinvesting, or trading in securities; (ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the
installment type, or has been engaged in such business and has any such certificate outstanding; or (iii) is engaged or proposes to engage
in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities
having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated
basis.

 The
longer that the funds in the Company's Trust account are held in money market funds, there is a greater risk that the Company may
be considered an unregistered investment company. In the event the Company is deemed an investment company under the Investment Company
Act, whether based upon the Company's activities, the investment of the Company's funds, or as a result of the Proposed Rules
being adopted by the SEC, the Company may determine that we are required to liquidate the money market funds held in the Company Trust
account and may thereafter hold all funds in our trust account in cash until the earlier of consummation of the Company's business
combination or liquidation. As a result, if the Company is to switch all funds to cash, the Company will likely receive minimal interest,
if any, on the funds held in the Company's Trust account after such time, which would reduce the dollar amount our public stockholders
would receive upon any redemption or liquidation of the Company.

 Inflation
Reduction Act of 2022

 On
August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic
(i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the
repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1%
of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax,
repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of
stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury
(the "Treasury") has been given authority to provide regulations and other guidance to carry out and prevent the abuse or
avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

 On
February 7, 2023, the Company's stockholders elected to redeem 16,328,643 shares for a total of $ 165,489,173. On August 17, 2023,
the Company's stockholders elected to redeem 8,708,098 shares for a total of $ 91,398,232 and on November 8, 2023, the Company's
stockholders elected to redeem 571,909 shares for a total of $ 6,077,050. As such the Company has recorded a 1 % excise tax liability in
the amount of $ 2,629,644 on the Company's balance sheets as of December 31, 2023. The liability does not impact the Company's
statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not
available. This excise tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and
adjusted in the period in which the issuances occur. Should the Company liquidate prior to December 31, 2023, the excise tax liability
will not be due.

 Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by stockholders
to extend the period of time to complete a Business Combination or otherwise, may be subject to the excise tax. Whether and to what extent
the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on
a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with a Business Combination,
extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any "PIPE" or other
equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued
within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In
addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company's ability to complete a Business Combination, including the Transaction.

 Disclosure Revision – Sponsor Loans Issued
Under Expense Advancement Agreement

 During the fourth quarter of 2023, the Company determined
that it had included an erroneous statement in "Sponsor Loans Issued Under Expense Advancement Agreement" that the Company
elected to utilize the fair value option on these instruments.

 The Company updated the related disclosure in Note
5 – Sponsor Loans Issued Under Expense Advancement Agreement that the Sponsor Loan Conversion Option qualifies as an embedded derivative
under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company's statements
of operations each reporting period until the Expense Advance Agreement, as defined in Note 5, is repaid or converted.

 There Company assessed this error, which was disclosure
related only. and determined that it was not material to previous reporting periods and was not material to the year ended December 31,
2023. There changes to the Company's financial statements for the years ended December 31, 2023 and December 31, 2022.

 F- 11

 Note
2 — Significant Accounting Policies

 Basis
of Presentation

 The
accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
("GAAP") and pursuant to the rules and regulations of the SEC.

 Emerging
Growth Company Status

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our
Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had no cash equivalents as of December 31, 2023 and 2022.

 Marketable
Securities Held in the Trust Account

 At
December 31, 2023 and 2022, the Trust Account had $ 2,862,207 and $ 262,220,950 held in money market funds which are invested primarily
in U.S. Treasury securities, respectively. From inception through December 31, 2023, the Company withdrew an aggregate of $ 1,757,020
of interest income from the Trust Account to pay its franchise and income tax obligations and $ 262,964,454 in connection with redemptions.
During the period ended December 31, 2023, $ 1,552,500 was deposited into the Trust Account in connection with the monthly extension deposits
(as discussed in Note 1).

 Sponsor
Loan Conversion Option

 The
Company accounts for its Sponsor Loan Conversion Option (as defined in Note 5) exercisable for promissory notes payable to the Sponsor
issued under the Expense Advancement Agreement under ASC 815, Derivatives and Hedging ("ASC 815"). The Sponsor Loan Conversion
Option qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000. At December 31, 2023 and
2022, the Company had not experienced losses on this account.

 Common
Stock Subject to Possible Redemption

 The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing
Liabilities from Equity." Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are
measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) are classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's
common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence
of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 266,350 and 25,875,000 shares of common stock subject to possible
redemption are presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's
balance sheets, respectively.

 F- 12

 The
Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized
the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted
in charges against additional paid-in capital and accumulated deficit.

 Net
Loss Per Common Stock

 Net
loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods.
The calculation of diluted loss per common stock does not consider the effect of the warrants that would be anti-dilutive. The warrants
are exercisable to purchase 25,875,000 shares of common stock in the aggregate.

 The
table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each
class of common stock:

 Schedule of Computation of Basic and Diluted Net Income Per Share

 subject to

 not subject to

 subject to

 not subject to

 For the Year Ended December 31,

 2023

 2022

 subject to

 not subject to

 subject to

 not subject to

 Basic and diluted net loss per common stock:

 Numerator:

 Allocation of net loss

 $
 ( 592,051
)

 $
 ( 544,987
)

 $
 ( 231,628
)

 $
 ( 65,225
)

 Denominator:

 Weighted-average shares outstanding

 7,915,486

 25,875,000

 Basic and diluted net loss per common stock

 $
 ( 0.07
)

 $
 ( 0.07
)

 $
 ( 0.01
)

 $
 ( 0.01
)

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, "Fair Value Measurement,"
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than
discussed in Note 8.

 Derivative
warrant liabilities

 The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that
qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 The
Company accounts for its 667,500 private placement warrants (the "Private Placement Warrants") included as part of the Private
Units as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as
liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement
at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company's statement of
operations. The fair value of warrants issued by the Company in connection with the Private Units have been estimated using Monte-Carlo
simulations at each measurement date (see Note 8).

 Income
Taxes

 The
Company accounts for income taxes under ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of
assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized.

 ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition.

 The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or material deviation from its position.

 The
Company has identified the United States as its only "major" tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus
of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 F- 13

 Recent
Accounting Standards

 In
August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
— Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial
instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features
from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts
in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments
that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including
the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective fiscal years beginning after
December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January
1, 2021. The adoption of ASU 2020-06 is not expected to have an impact on the Company's financial position, results of operations
or cash flows.

 In December 2023, the FASB issued ASU 2023-09, Income
Taxes (Topic 740) - Improvements to Income Tax Disclosures. The FASB issued this ASU to enhance the transparency and decision usefulness
of income tax disclosures. The amendments in this ASU address investor requests for more transparency about income tax information through
improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments
in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently
reviewing what impact, if any, adoption will have on the Company's financial position, results of operations or cash flows.

 Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company's financial statements.

 Note
3 — Initial Public Offering

 The
Company sold 22,500,000 Units, at a purchase price of $ 10.00 per Unit in its IPO on February 16, 2021. Each Unit consists of one share
of common stock and one warrant to purchase one share of common stock ("Public Warrant"). Each whole Public Warrant entitles
the holder to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment.

 On
February 16, 2021, an aggregate of $ 10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested
only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting
the conditions of Rule 2a-7 of the Investment Company Act.

 On
February 24, 2021, the underwriters of the IPO exercised the over-allotment option in full to purchase 3,375,000 Units.

 Following
the closing of the IPO on February 16, 2021 and the underwriters' full exercise of over-allotment option on February 24, 2021,
$ 258,750,000 was placed in the Trust Account.

 As
of December 31, 2023 and 2022, the common stock subject to possible redemption reflected in the balance sheets are reconciled in the
following table:

 Schedule of Redeemable Common Stock

 Shares

 Amount

 Common stock subject to possible redemption, January 1, 2022

 25,875,000

 $
 258,750,000

 Plus:

 Remeasurement of common stock subject to possible redemption carrying value to redemption value

 —

 2,666,732

 Common stock subject to possible redemption, December 31, 2022

 25,875,000

 261,416,732

 Plus:

 Remeasurement of common stock subject to possible redemption carrying value to redemption value

 —

 4,401,362

 Less:

 Redemption of common shares

 ( 25,608,650
)

 ( 262,964,454
)

 Common stock subject to possible redemption, December 31, 2023

 266,350

 $
 2,853,640

 Note
4 — Private Units

 Simultaneously
with the closing of the IPO on February 16, 2021, the Sponsor purchased an aggregate of 600,000 Private Units at a price of $ 10.00 per
Private Unit, for an aggregate purchase price of $ 6,000,000.

 On
February 24, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional
 67,500 Private Units to the Sponsor, generating gross proceeds of $ 675,000.

 Note
5 — Related Party Transactions

 Founder
Shares

 On
November 24, 2020, the Sponsor purchased an aggregate of 5,750,000 shares of the Company's common stock for an aggregate price
of $ 25,000 (the "Founder Shares"). The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture
by the Sponsor to the extent that the underwriters' over-allotment is not exercised in full or in part, so that the Sponsor will
collectively own 20 % of the Company's issued and outstanding shares after the IPO (assuming the Sponsor does not purchase any Public
Shares in the IPO and excluding the Private Shares). On December 16, 2020, the Company effected a stock dividend of 0.125 of a share
of common stock for each outstanding share of common stock, and as a result our Sponsor holds 6,468,750 founder shares of which an aggregate
of up to 843,750 shares were subject to forfeiture by the Sponsor to the extent that the underwriters' over-allotment was not exercised
in full or in part. Because of the underwriters' full exercise of the over-allotment option on February 24, 2021, 843,750 shares
are no longer subject to forfeiture.

 The
Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the
completion of a Business Combination.

 F- 14

 Promissory
Note — Related Party

with the filing of the Company's registration statement on Form S-1 on January 21, 2021, the Company issued an unsecured promissory
note to the Sponsor (the "Promissory Note"), pursuant to which the Company was authorized to borrow up to an aggregate principal
amount of $ 200,000. In May 2021, the Sponsors agreed to increase the capacity (aggregate principal) on the Promissory Note to $ 300,000,
and in August 2021, the Sponsors agreed to increase the capacity (aggregate principal) on the Promissory Note to $ 500,000. The Promissory
Note is non-interest bearing and payable on the earliest of (i) April 30, 2021, (ii) the consummation of the IPO or (iii) the date on
which the Company determines not to proceed with the IPO. As of November 4, 2021, the outstanding balance on the Promissory Note of $ 175,551
was consolidated into the Company's Expense Advancement Agreement.

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company's
officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required ("Working Capital
Loans"). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender's discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post Business
Combination entity at a price of $ 10.00 per unit. The units would be identical to the Private Units. To date, the Company had no borrowings
under the Working Capital Loans. At December 31, 2023 and 2022, no such Working Capital Loans were outstanding.

 Sponsor
Loans Issued Under Expense Advancement Agreement

 Effective
as of November 4, 2021, upon approval of the Board of Directors, the Company entered into an Expense Advancement Agreement with Goal
Acquisitions Sponsor, LLC (the "Funding Party"). Pursuant to the Expense Advancement 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, 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. All previously outstanding commitments from the Sponsor have been
consolidated under the Expense Advancement Agreement, effective November 4, 2021. On April 28, 2023 the Company executed its first
amendment to the Expense Advancement Agreement and increased the maximum funding allowable under the agreement to $ 2,000,000.

 As
of December 31, 2023 and 2022, the available balance under the Expense Advancement Agreement was $ 0 and $ 493,105, respectively. At the
Sponsor's option, at any time prior to payment in full of the principal balance of any promissory note issued under the Expense
Advancement Agreement, the Sponsor may elect to convert all or any portion of the outstanding principal amount of the promissory note
into that number of warrants (the "Conversion Warrants") equal to: (i) the portion of the principal amount of the promissory
note being converted, divided by (ii) $ 2.00, per the First Amendment to the Expense Advance Agreement, (as adjusted for any stock dividend,
stock split, stock combination, reclassification or similar transaction related to the Common Stock after issuance of the promissory
note, rounded up to the nearest whole number) (the "Sponsor Loan Conversion Option"). The Sponsor Loan Conversion Option qualifies as an embedded derivative under ASC 815 and is required to be recognized
at fair value with subsequent changes in fair value recognized in Company's statements of operations each reporting period until
the Convertible Note is repaid or converted.

 As
of December 31, 2023 and 2022 the fair value of the Sponsor loans issued was $ 2,000,000 and $ 1,006,895, respectively, and the fair value
of the Sponsor Loan Conversion Option was $ 0 and $ 0, respectively.

 Advances
– Related Party

 During
the period ended December 31, 2023, the Company repaid the Sponsor $ 5,000 for amounts advanced for other operating expenses under a separate
arrangement and received $ 677,232 funding from the Sponsor. As of December 31, 2023 there was a $ 677,232 balance owed under advances
– related party.

 Note
6 — Commitments & Contingencies

 Arbitration

 When Digital Virgo refused to close the Business Combination in July of 2023, the Company engaged several law firms
to assist with enforcement of the Company's rights and remedies under the Amended and Restated Business Combination Agreement. The
Company requested Arbitration with the ICC and the case will be decided by a panel of three Arbitrators according to ICC rules and applying
Delaware law. As of the date of this Form 10-K, the arbitration is still in process.

 Registration
Rights

 The
holders of the Founder Shares and Representative Shares, which are the 150,000 shares of common stock issued to EarlyBirdCapital, Inc.
("EarlyBird") and its designees prior to the consummation of the Company's IPO, as well as the holders of the Private
Units and any units that may be issued in payment of Working Capital Loans made to the Company, are entitled to registration rights pursuant
to an agreement signed prior to the Effective Date of the IPO. The holders of a majority of these securities are entitled to make up
to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these
registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from
escrow. The holders of a majority of the Representative Shares, Private Units and units issued in payment of Working Capital Loans (or
underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination.
Notwithstanding anything to the contrary, EarlyBird may only make a demand on one occasion and only during the five-year period beginning
on the Effective Date of the IPO. In addition, the holders have certain "piggy-back" registration rights with respect to
registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBird may participate
in a "piggy-back" registration only during the seven-year period beginning on the Effective Date of the IPO. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.

 F- 15

 Business
Combination Marketing Agreement

 In
connection with the IPO, the Company engaged EarlyBird as an advisor in connection with a Business Combination to assist the Company
in holding meetings with its stockholders to discuss the potential Business Combination and the target business' attributes, introduce
the Company to potential investors that are interested in purchasing the Company's securities in connection with a Business Combination,
assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and
public filings in connection with the Business Combination. The Company agreed to pay EarlyBird a cash fee for such services upon the
consummation of a Business Combination in an amount equal to 3.5 % of the gross proceeds of the IPO (exclusive of any applicable finders'
fees which might become payable). The agreement was subsequently revised as discussed below.

 On
November 5, 2021 the Company entered into an agreement with EarlyBird together with JMP Securities LLC ("JMP") and JonesTrading
Institutional Services LLC ("JonesTrading") (together, the "Advisors") to assist the Company in the possible
private placement of equity securities and/or debt securities to provide financing to the Company in connection with a Business Combination.
 The Company shall pay the Advisors a cash fee (the "Transaction Fee") equal to the greater of (A) $4,000,000, or (B) 5% of
the gross proceeds received from the sale of securities to parties that are not excluded investors as set forth in the agreement. All
fees paid to the Advisors hereunder shall be paid 40% to JMP, 30% to JonesTrading, and 30% to EarlyBird. The Transaction Fee shall be
paid to the Advisors by withholding such fee from the proceeds received.

 Deferred
Legal Fees

 As
of December 31, 2023 and 2022, the Company has incurred legal costs of $ 4,585,962 and $ 2,931,887, respectively, related to its prospective
initial Business Combination. These costs are deferred until the completion of the Company's initial Business Combination and are
included in accounts payable and accrued expenses on the Company's balance sheets.

 Service
Provider Agreements

 From
time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment
banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide
other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection
with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business
Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that
the Company will complete a Business Combination. On July 6, 2023, the Company entered into an agreement with an advisor for an aggregate
fee of $ 1,000,000 that will become due and payable upon consummation of the Company's initial Business Combination in connection
with the Digital Virgo deal.

 In July of 2023, Digital Virgo purported to terminate the Amended and Restated Business Combination Agreement, and
the Company is pursuing all available remedies in ICC arbitration.

 Note
7 — Stockholders' Deficit

 Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 with such designations,
voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At December
31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

 Common
Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share. On
December 16, 2020, the Company effected a stock dividend of 0.125 of a share of common stock for each outstanding share of common stock,
and as a result our Sponsor holds 6,468,750 founder shares of which an aggregate of up to 843,750 shares were subject to forfeiture by
the Sponsor to the extent that the underwriters' over-allotment was not exercised in full or in part. Because of the underwriters'
full exercise of the over-allotment option on February 24, 2021, 843,750 shares are no longer subject to forfeiture. The Company considered
the above stock dividend to be in substance a stock split due to the dividend being part of the Company's initial capitalization.
The dividend was therefore valued at par and offset to additional paid-in capital. At December 31, 2023 and 2022, there were 7,286,250
shares of common stock issued and outstanding, excluding 266,350 and 25,875,000 shares of common stock subject to possible redemption,
respectively.

 Warrants
 — The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will
be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable
upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration
statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period
following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless
basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that
exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public
Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

 Once
the warrants become exercisable, the Company may redeem the Public Warrants:

 in
 whole and not in part;

 at
 a price of $ 0.01 per warrant;

 upon
 not less than 30 days' prior written notice of redemption to each warrant holder (the "30-day redemption period");

 if,
 and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations,
 reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants
 become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders; and

 if,
 and only if, there is a current registration statement in effect with respect to the share of common stock underlying such warrants.

 F- 16

 If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a "cashless basis," as described in the warrant agreement.

 In
addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with
such issue price or effective issue price to be determined in good faith by the Company's board of directors, and in the case of
any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by them prior to such issuance),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the
volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates Business Combination (such price, the "Market Value") is below $9.20 per
share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market
Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities.

 The
exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including
in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the
warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally,
in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any
of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of
the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 The
Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and
the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after
the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on
a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private
Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by
the Company and exercisable by such holders on the same basis as the Public Warrants.

 Representative
Shares — The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a
period of 180 days immediately following the Effective Date of the registration statement related to the IPO pursuant to FINRA Rule 5110(g)(1).
Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective
Date of the registration statements related to the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period
of 180 days immediately following the Effective Date of the registration statements related to the IPO except to any underwriter and
selected dealer participating in the IPO and their bona fide officers or partners.

 The
holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination.
In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect
to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions
from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

 Note
8 — Fair Value Measurements

 Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 Level
 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level
 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
 prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
 and

 Level
 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
 such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 The
following table presents information about the Company's assets that are measured at fair value on a recurring basis at December
31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

of Fair Value Measurement of Financial Assets and Liabilities

 Quoted
 Prices In
 Active
 Markets

 Significant
 Other
 Observable
 Inputs

 Significant Other
 Unobservable Inputs

 2023

 (Level 1)

 (Level 2)

 (Level 3)

 Description

 Assets:

 Marketable securities held in the trust account

 $
 2,862,207

 $
 2,862,207

 $
 —

 $
 —

 Liabilities:

 Warrant liabilities

 2,662

 —

 —

 2,662

 Sponsor Loan Conversion Option

 —

 —

 —

 —

 F- 17

 Quoted
 Prices In
 Active
 Markets

 Significant
 Other
 Observable
 Inputs

 Significant Other
 Unobservable Inputs

 2022

 (Level 1)

 (Level 2)

 (Level 3)

 Description

 Assets:

 Marketable securities held in the trust account

 $
 262,220,950

 $
 262,220,950

 $
 —

 $
 —

 Liabilities:

 Warrant liabilities

 34,043

 —

 —

 34,043

 Sponsor Loan Conversion Option

 —

 —

 —

 —

 Warrant
Liabilities

 The
Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants at each reporting period, with changes in fair
value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs.
Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest
rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of comparable companies
that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield
curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed
to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates
to remain at zero.

 The
aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during
the period ended December 31, 2023.

of Fair Value Input Measurement

 2023

 2022

 Stock price

 $
 10.76

 $
 10.06

 Strike price

 $
 11.50

 $
 11.50

 Term (in years)

 5.42

 5.27

 Volatility

 1.1
 %

 9.70
 %

 Risk-free rate

 4.76
 %

 4.75
 %

 Dividend yield

 0.00
 %

 0.00
 %

 The
following table presents the changes in the fair value of warrant liabilities for the period ended December 31, 2023:

of Changes in Fair Value of Warrant Liabilities

 Private Placement Warrants

 Fair value as of December 31, 2022

 $
 34,043

 Change in fair value

 ( 31,381
)

 Fair value as of December 31, 2023

 $
 2,662

 Sponsor
Loan Conversion Option

 The
Company established the fair value for the Sponsor Loan Conversion Option using a Monte-Carlo method model, which is considered to be
a Level 3 fair value measurement.

 The
following table provides quantitative information regarding Level 3 fair value measurements for the Sponsor Loan Conversion Option:

of Sponsor Loan Conversion Option

 2023

 2022

 Stock price

 $
 10.76

 $
 10.06

 Strike price of warrants

 $
 11.50

 $
 11.50

 Strike price of debt conversion

 $
 1.50

 $
 1.50

 Term (in years)

 5.42

 5.28

 Volatility

 1.10
 %

 9.70
 %

 Risk-free rate

 3.84
 %

 3.99
 %

 There
was no change in fair value for the Sponsor Loan Conversion Option for the period ended December 31, 2023. There were no transfers in
or out of Level 3 from other levels in the fair value hierarchy during the period ended December 31, 2023 for the Sponsor Loan Conversion
Option.

 F- 18

 Note
9 — Income Tax

 The
Company's net deferred tax assets for the year ended December 31, 2023 and 2022 are as follows:

of Deferred Tax Assets

 December 31, 2023

 December 31, 2022

 Deferred tax asset

 Federal net operating loss

 $
 —

 $
 —

 Start-up Costs

 701,166

 511,530

 Total deferred tax asset

 701,166

 511,530

 Valuation allowance

 ( 701,166
)

 ( 511,530
)

 Deferred tax asset, net of allowance

 $
 —

 $
 —

 The
income tax provision consists of the following for the year ended December 31, 2023 and 2022:

of Income Tax Provision

 December 31, 2023

 December 31, 2022

 Federal

 Current

 $
 798,570

 $
 709,969

 Deferred

 ( 189,636
)

 ( 181,615
)

 Change in valuation allowance

 189,636

 181,615

 Income tax provision

 $
 798,570

 $
 709,969

 In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment.

 After
consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization
of the deferred tax assets and has therefore established a full valuation allowance of $ 701,166 and $ 511,530 as of December 31, 2023
and 2022.

 A
reconciliation of the federal income tax rate to the Company's effective tax rate at December 31, 2023 and 2022 is as follows:

of Federal Income Tax Rate

 December 31, 2023

 December 31, 2022

 Statutory federal income tax rate

 21.00
 %

 21.00
 %

 State taxes, net of federal tax benefit

 0.00
 %

 0.00
 %

 Change in fair value of warrants

 1.95
 %

 ( 17.23
)%

 Business Combination expenses

 ( 202.54
)%

 123.98
 %

 Meals and entertainment

 0.00
 %

 0.10
 %

 Fines and penalties

 ( 0.56
)%

 0.00
 %

 Valuation allowance

 ( 56.00
)%

 44.0
 %

 Income tax provision

 ( 236.15
)%

 171.85
 %

 The
Company's effective tax rates for the period presented differ from the expected (statutory) rates due to Business Combination expenses
incurred and the recording of a full valuation allowances on deferred tax assets and the change in fair value of warrants.

 The
Company files federal and Texas income tax returns and is subject to examination by the various taxing authorities.

 Note
10 — Subsequent Events

 The
Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements
were issued. Based upon this review, other than disclosed below or within these financial statements, the Company did not identify any
subsequent events that would have required adjustment or disclosure in the financial statements.

 As
discussed in Note 1, on February 7, 2024, the Company approved the Third Trust Agreement Amendment to change the date on which
Continental must commence liquidation of the amount on deposit in the trust account established in connection with the
Company's initial public offering from February 10, 2024 to August 8, 2024.

 On February 7, 2024, i n
connection with the stockholders' approval and implementation of the Fourth Charter Amendment, the holders of 52,181 Public Shares
exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.63 per share, for an aggregate redemption
amount of approximately $ 554,562. Following such redemptions, 214,169 Public Shares remain outstanding, see also Note 1.

 On
February 12, 2024, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating
that it was no longer in compliance with the Nasdaq Listing Rules. The Company has filed an appeal of this decision and will present it's case in front of a Nasdaq Hearings Panel
scheduled to be held on April 16, 2024.

 F- 19

 Exhibit
 Number

 Description

 2.1

 Business Combination Agreement, dated as of November 17, 2022, by and among Goal Acquisitions Corp., Digital Virgo Group, all shareholders of Digital Virgo Group, and IODA S.A. (Incorporated by referenced to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2022).

 2.2

 Amended and Restated Business Combination Agreement, dated as of February 8, 2023, by and among Goal Acquisitions Corp., Goal Acquisitions Nevada Corp., Digital Virgo Group, all shareholders of Digital Virgo Group, and IODA S.A. (Incorporated by referenced to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2023).

 2.3

 Agreement and Plan of Merger, dated as of February 8, 2023, by and between Goal Acquisitions Corp. and Goal Acquisitions Nevada Corp. (Incorporated by referenced to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2023).

 3.1

 Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 3.2

 Form of Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 3.3

 Bylaws. (Incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 3.4

 Amendment to the Amended and Restated Certificate of Incorporation of Goal Acquisitions Corp. dated February 8, 2023 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023).

 3.5

 Amendment to the Amended and Restated Certificate of Incorporation of Goal Acquisitions Corp. dated August 14, 2023 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023).

 3.6

 Amendment to the Amended and Restated Certificate of Incorporation of Goal Acquisitions Corp. dated November 13, 2023 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2023).

 3.7

 Amendment to the Amended and Restated Certificate of Incorporation of Goal Acquisitions Corp. dated February 7, 2024 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2024).

 4.1

 Specimen Unit Certificate. (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 4.2

 Specimen Common Stock Certificate. (Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 4.3

 Specimen Warrant Certificate. (Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 4.4

 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. (Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 4.5

 Description of Securities*

 10.1

 Form of Letter Agreement from each of the Registrant's officers, directors, advisors and sponsor. (Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 10.2

 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 10.3

 Promissory Note. (Incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 10.4

 Form of Registration Rights Agreement. (Incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 10.5

 Form of Subscription agreement for private units and private warrants by Goal Acquisitions Sponsor, LLC. (Incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 10.6

 Form of Stock Escrow Agreement. (Incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 10.7

 Form of Indemnification Agreement. (Incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission on January 21, 2021).

 10.8

 Expense Advance Agreement and Promissory Note between the Company and Goal Acquisitions Sponsor, LLC (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2021).

 10.9

 Sponsor Support Agreement, dated as of November 17, 2022, by and among Goal Acquisitions Sponsor LLC, certain other persons parties thereto, Goal Acquisitions Corp. and IODA S.A. (Incorporated by referenced to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2022).

 10.10

 Investor Rights Agreement, dated as of November 17, 2022, by and among Goal Acquisitions Corp., Goal Acquisitions Sponsor LLC and certain other persons parties thereto. (Incorporated by referenced to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2022).

 10.11

 Initial Shareholders Forfeiture Agreement, dated as of November 17, 2022, by and between Goal Acquisitions Sponsor LLC and Goal Acquisitions Corp. (Incorporated by referenced to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2022).

 10.12

 Amended and Restated Sponsor Support Agreement, dated as of February 8, 2023, by and among Goal Acquisitions Sponsor LLC, certain other persons parties thereto, Goal Acquisitions Corp., Goal Acquisitions Nevada Corp. and IODA S.A. (Incorporated by referenced to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2023).

 10.13

 Amended and Restated Investor Rights Agreement, dated as of February 8, 2023, by and among Digital Virgo Group, Goal Acquisitions Corp., Goal Acquisitions Sponsor LLC and certain other persons parties thereto. (Incorporated by referenced to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2023).

 10.14

 Amended and Restated Initial Shareholders Forfeiture Agreement, dated as of February 8, 2023, by and between Goal Acquisitions Sponsor LLC and Goal Acquisitions Corp. (Incorporated by referenced to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2023).

 10.15

 Amendment to the Investment Management Trust Agreement, dated as of February 10, 2021, between Goal Acquisitions Corp. and Continental Stock Transfer & Trust Company dated February 8, 2023 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023).

 10.16

 Amendment to the Investment Management Trust Agreement, dated as of February 10, 2021, between Goal Acquisitions Corp. and Continental Stock Transfer & Trust Company dated August 14, 2023 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023).

 10.17

 Amendment to the Investment Management Trust Agreement, dated as of February 10, 2021, between Goal Acquisitions Corp. and Continental Stock Transfer & Trust Company dated November 13, 2023 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission November 14, 2023).

 10.18

 Amendment to the Investment Management Trust Agreement, dated as of February 10, 2021, between Goal Acquisitions Corp. and Continental Stock Transfer & Trust Company dated February 7, 2024 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2024).

 31.1

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d- 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 *Filed
herewith.

 **
Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is
not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any
filings of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 ITEM
16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:

 April

 GOAL

 By:

 /s/
 William T. Duffy

 Name:

 T. Duffy

 Title:

 Chief
 Financial Officer and Chief

 Operating
 Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/
 Harvey Schiller

 Chief
 Executive Officer

 April

 Schiller

 ( Principal
 Executive Officer)

 /s/
 William T. Duffy

 Chief
 Financial Officer and Chief Operating Officer

 April

 T. Duffy

 (Principal
 Financial and Accounting Officer)

 /s/
 Donna Orender

 April

 Donna
 Orender

 /s/
 David Falk

 April

 David
 Falk

 /s/
 Kenneth Shropshire

 April

 Shropshire