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 of report (Date of earliest event reported): ~~March~~June 717, 2022

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

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

(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
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~~Registrant’s ~~name or former address~~telephone number, ifincluding ~~changed~~area ~~since last report~~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 4 7.~~02.~~01 ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Disclosure.

~~As a~~On ~~result~~June of17, ~~changes to industry practice and new consensus in the accounting profession~~2022, ~~the management of~~ GO Acquisition Corp. (the “Company”) commenced ~~has reevaluated~~ the ~~Company’s~~mailing ~~application~~ of ~~ASC~~a ~~480-10-S99-3A~~letter to ~~its~~the ~~accounting~~holders ~~classification~~ of the ~~redeemable shares~~Company’s of Class A common stock, ~~par value $0.0001 per share~~ (the “~~Public Shares~~Stockholders”), ~~issued as part of the units sold in the~~ ~~Company’s~~advising ~~initial public offering (~~the ~~“IPO”)~~Stockholders onthat ~~August 7, 2020. Upon its IPO,~~ the Company ~~classified~~intends ~~a portion of the Class A common stock as permanent equity~~ to ~~maintain~~discontinue ~~net~~its ~~tangible~~pursuit ~~assets~~of ~~greater~~an ~~than $5,000,000 on the basis that the Company will consummate its~~ initial business combination ~~only~~and, ifsubject ~~the~~to ~~Company has net tangible assets~~the ofapproval atby ~~least $5,000,001. Previously,~~ the Company’s ~~did~~Board ~~not consider redeemable stock classified as temporary equity as part~~ of ~~net tangible assets. Effective with its financial statements for quarterly period ended September 30~~Directors, ~~2021,~~expects ~~the Company revised this interpretation~~ to ~~include~~redeem ~~temporary~~the ~~equity in net tangible assets. The~~ Company’s ~~management re-evaluated the conclusion and determined that the~~ Class A ~~common~~Common ~~stock~~Stock, ~~subject to redemption included certain provisions that require classification of the Class A common stock~~ as ~~temporary equity.~~promptly ~~As a result, management corrected the error by restating all Class A common stock subject to redemption~~ as ~~temporary equity.~~practicable ~~This~~following ~~resulted~~(but innot anmore ~~adjustment~~than to10 ~~the~~business ~~initial~~days ~~carrying~~after) ~~value~~August ~~of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available)~~7, ~~accumulated deficit and Class A common stock~~2022. InThe ~~connection~~letter ~~with~~is ~~the change~~furnished inas ~~presentation~~Exhibit ~~for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares~~99.1 ~~This presentation differs from the previously presented method of earnings per share, which was similar~~ to ~~the~~this ~~two-class method~~report.

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-K, 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 upon9. ~~As such, the Company will restate its financial statements for the Affected Periods in a Form 10-K/A, Amendment No~~01. 2,Financial ~~for~~Statements ~~the Post IPO Balance Sheet~~ and ~~the Company's audited financial statements included in the 2020 Form 10-K/A No~~Exhibits. ~~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.~~

~~After re-evaluation,~~(d) the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effectiveExhibits. ~~The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q/A, Amendment No. 1.~~

The 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.

Exhibit No.		Description
99.1		Letter to Stockholders of GO Acquisition Corp., dated June 17, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~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.~~1

1SIGNATURE

~~SIGNATURE~~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.’

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

~~GO ACQUISITION CORP. By~~Date: ~~/s/~~June ~~Alejandro~~17, ~~San Miguel Name: Alejandro San Miguel Title: Vice President and Secretary~~2022

~~Date: March 9, 2022~~2

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