UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~September~~ March 7, ~~2021~~ 2022

GO Acquisition Corp.
(Exact name of registrant as specified in its charter)

Delaware	001-39424	85-1429879
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)		Identification No.)

450 W 14^th Street New York, NY		10014
(Address of principal executive offices)		(Zip Code)

(212) 883-4330
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Class A Common Stock and one-third of one Warrant	GOAC.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	GOAC	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	GOAC WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8 4.0102. ~~Other~~Non-Reliance ~~Events~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

OnAs a ~~August~~result ~~20,~~of ~~2021,~~changes ato ~~purported~~industry ~~stockholder~~practice and new consensus in the accounting profession, the management of GO Acquisition Corp. (the “Company”) ~~filed~~has areevaluated ~~complaint in~~ the ~~United~~Company’s ~~States~~application ~~District~~of ~~Court~~ASC ~~for~~480-10-S99-3A ~~the~~to ~~Southern~~its ~~District~~accounting classification of ~~New~~the redeemable ~~York~~shares of Class A common stock, par value $0.0001 per share (the “~~Complaint~~Public Shares”) ~~against the Company~~, GOissued ~~Acquisition~~as ~~Founder~~part ~~LLC,~~of the ~~Company’s~~units ~~founders~~sold ~~and~~in the Company’s ~~independent~~ ~~directors~~initial ~~(collectively,~~public offering (the “~~Defendants~~IPO”) ~~alleging~~on ~~breach~~August of7, ~~certain~~2020. ~~provisions~~Upon its ofIPO, the ~~Investment~~ Company ~~Act of~~classified ~~1940~~a ~~(the~~portion ~~“ICA”).~~of ~~The~~the ~~Complaint~~Class ~~generally~~A ~~asserts~~common ~~that~~stock ~~the~~as ~~Company~~permanent isequity ~~subject~~ to ~~the~~maintain ~~ICA~~net ~~because,~~tangible ~~among~~assets ~~other~~greater ~~allegations,~~than $5,000,000 on the ~~Company~~basis ~~invested~~that the ~~proceeds~~Company ofwill consummate its initial ~~public~~business ~~offering~~combination inonly ~~securities~~if the Company has net tangible assets of at least $5,000,001. Previously, the ~~United~~Company ~~States~~did ~~government~~not ~~and~~consider ~~shares~~redeemable ofstock ~~money~~classified ~~market~~as temporary equity as part of net ~~mutual~~tangible ~~funds~~assets. ~~Stemming~~Effective ~~from~~with ~~this~~its ~~assertion,~~financial ~~the~~statements ~~Complaint~~for ~~alleges~~quarterly ~~that~~period ended September 30, 2021, the ~~contracts~~Company ~~pursuant~~revised this interpretation to ~~which~~include ~~certain~~temporary ~~Defendants~~equity ~~purchased~~in ~~the~~ net tangible assets. The Company’s ~~securities~~management ~~violate~~re-evaluated the ~~ICA~~conclusion and determined that ~~such~~the Class ~~purchases~~A ~~constitute~~common ~~payments~~stock ~~that~~subject ~~were~~to inredemption ~~breach~~included certain provisions that require classification of the ~~Defendants’~~Class ~~fiduciary~~A common stock as temporary ~~duties~~equity. ~~under~~As a result, management corrected the ~~ICA~~error by restating all Class A common stock subject to redemption as temporary equity. This ~~The~~resulted ~~Complaint~~in ~~generally~~an ~~seeks~~adjustment ato ~~declaratory~~the ~~judgment~~initial ~~stating~~carrying ~~that~~value of the ~~Company~~Class isA ancommon ~~investment~~stock ~~company~~subject ~~under~~to possible redemption with the offset ~~ICA,~~recorded ~~rescission~~to ofadditional ~~contracts~~paid-in ~~whose~~capital ~~formation~~(to ~~and~~the ~~performance~~extent ~~violate~~available), ~~the~~accumulated ~~ICA~~deficit and ~~unspecified~~Class ~~damages~~A common stock. In connection with the change in presentation for ~~breach~~the ofClass A common stock subject to possible redemption, the ~~Defendants’~~Company revised its earnings per share calculation ~~fiduciary~~to ~~obligations~~allocate ~~under~~income ~~the~~and ~~ICA.~~losses ~~The~~shared ~~Defendants~~pro ~~believe~~rata between the ~~claims~~two ~~asserted~~classes inof shares. This presentation differs from the ~~Complaint~~previously ~~are~~presented method ~~without~~of ~~merit~~earnings ~~and~~per ~~intend~~share, which was similar to ~~vigorously defend~~the ~~this~~two-class ~~action~~method.

~~Forward~~On March 7, 2022, the Company’s management and the audit committee of the Company’s board of directors concluded that the Company’s previously issued (i) audited balance sheet as of August 7, 2020 (the "Post IPO Balance Sheet"), as previously revised in the Company’s Annual Report on Form 10-~~Looking~~K, ~~Statements~~as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 25, 2021 (“2020 Form 10-K/A No. 1”), (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 16, 2020, (iii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021; (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 17, 2021 and (vi) Note 1 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in a Form 10-K/A, Amendment No. 2, for the Post IPO Balance Sheet and the Company's audited financial statements included in the 2020 Form 10-K/A No. 1, and will restate the unaudited condensed financial statements for the periods ended September 30, 2020, March 31, 2021, and June 30, 2021 and September 30, 2021 in a Form 10-Q/A, Amendment No. 1.

~~This Current Report on~~After ~~Form 8~~re-~~K contains forward-looking statements within the meaning of the federal securities laws~~evaluation, ~~including statements regarding~~ the ~~Defendants~~Company’ ~~belief~~s ~~that~~management ~~the~~has ~~claims~~concluded ~~asserted~~that ~~are~~in ~~meritless~~light ~~and~~of the ~~Defendants’~~errors ~~intention~~described ~~to vigorously defend the action. Forward-looking statements are predictions~~above, ~~projections and other statements about future events that are based on current expectations and assumptions and, as~~ a ~~result,~~ ~~are~~material ~~subject~~weakness ~~to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward looking~~existed ~~statements~~ in ~~this report. You should carefully consider these and~~ the ~~other risks and uncertainties described in the~~ Company’s ~~annual~~ ~~report~~internal oncontrol ~~Form 10-K and~~over ~~other~~financial ~~documents~~reporting ~~the~~during ~~Company has filed with~~ the ~~SEC.~~Affected ~~Those~~Periods ~~filings identify~~ and ~~address other important risks and uncertainties~~ that ~~could cause actual events and results to differ materially from those contained in~~ the ~~forward-looking statements.~~Company’s ~~Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking~~disclosure ~~statements,~~controls and ~~the~~procedures ~~Company~~were ~~assumes no obligation and does~~ not ~~intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise~~effective. The Company’s ~~does~~remediation ~~not~~plan ~~give~~with ~~any~~respect ~~assurance~~to ~~that~~such itmaterial weakness will ~~achieve~~be ~~its expectations.~~described ~~The~~in ~~inclusion~~more ofdetail ~~any statement~~ in ~~this report does not constitute an admission by~~ the ~~Company~~Form or10-Q/A, ~~any~~Amendment ~~other~~No. ~~person that the events or circumstances described in such statement are material~~1.

1The Company determined that none of the above changes had any impact on its previously reported total assets, results of operations or cash flows or on its cash position and cash held in the trust account established in connection with the IPO.

~~SIGNATURE~~The Company has discussed the matters disclosed in this Current Report on Form 8-K with its independent registered public accounting firm, WithumSmith+Brown, PC.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~1

~~GO ACQUISITION CORP.~~SIGNATURE

~~By:~~Pursuant to ~~/s/~~the ~~Alejandro~~requirements ~~San~~of ~~Miguel~~the ~~Name:~~Securities ~~Alejandro~~Exchange ~~San~~Act ~~Miguel~~of ~~Title:~~1934, ~~Vice~~the ~~President~~registrant ~~and~~has ~~Secretary~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Date~~GO ACQUISITION CORP. By: ~~September~~/s/ 7,Alejandro ~~2021~~San Miguel Name: Alejandro San Miguel Title: Vice President and Secretary

2Date: March 9, 2022

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