Failure to Satisfy Listing Rule - Form 8-K

Item 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 23, 2024, Goal Acquisitions Corp. (the "Company") received written notice (the "Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, in addition to the Company's non-compliance with the 36-month requirement to complete a business combination with an operating company as required under Nasdaq IM-5101, and the Company no longer satisfying the minimum $35 million market value of listed securities requirement and the minimum 500,000 publicly held shares requirement for continued inclusion on The Nasdaq Capital Market, as set forth Nasdaq Listing Rules 5550(b)(2) and 5550(a)(4), respectively, the Company has not paid certain fees required by Nasdaq Listing Rule 5250(f).

While the Notice indicated that this additional deficiency could serve as an additional basis for delisting, the Notice also indicated that the Company may present its plan to evidence compliance with the above requirements to the Nasdaq Hearings Panel by April 30, 2024. The Company intends to present a plan to evidence compliance to Nasdaq prior to the deadline. The Notice has no other impact on trading in the Company's securities on Nasdaq at this time.