UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2026 (February 6, 2026)

~~May 7,~~GOAL ~~2025~~ACQUISITIONS CORP. (Exact name of registrant as specified in its charter)

GOAL Acquisitions Corp.

Delaware

001-40026

85-3660880

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

(Exact Name of Registrant as Specified in its Charter)

12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, TX		78738
(Address of principal executive offices)		(Zip Code)

Delaware		001-40026		85-3660880
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(888) 717-7678

(Registrant’s telephone number, including area code)

12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas		78738
(Address of Principal Executive Offices)		(Zip Code)

(Former name or former address, if changed since last report.)

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(888)~~the ~~717~~Form 8-~~7678~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	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: None

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of common stock and one redeemable warrant	PUCKU	OTC Pink
Common stock, par value $0.0001 per share	PUCK	OTC Pink
Redeemable warrants exercisable for shares of common stock at an exercise price of $11.50 per share	PUCKW	OTC Pink

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

~~Indicate~~Emerging byGrowth ~~check~~Company 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 1.01. Entry into a Material Definitive Agreement.

On ~~May~~February 76, ~~2025~~2026, ~~stockholders of~~ Goal Acquisitions Corp. (the “Company”) ~~approved~~entered into an amendment (the “Trust ~~Agreement~~ Amendment”) to to the Investment Management Trust Agreement, dated February 10, 2021 (the “Trust Agreement”), 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~~ liquidation of the amount on deposit in the trust account (the “Trust Account”) established in connection with the Company’s ~~initial~~ initial public offering from ~~May~~February 8, ~~2025~~2026 to ~~February~~July 831, ~~2026~~2027 (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 10.1 filed herewith which is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~May~~February 710, ~~2025~~2026, the Company’s ~~stockholders~~filed ~~also approved~~ an amendment ~~(the “Charter Amendment”)~~ to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) 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 May 7, 2025.~~

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 filed herewith which is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

AtOn ~~the~~February ~~Special~~6, ~~Meeting~~2026, the ~~following proposals were considered and acted upon by the stockholders of the~~ Company: ~~(a)~~held a ~~proposal~~special tomeeting ~~approve the~~of ~~Charter~~stockholders ~~Amendment~~ (the “~~Charter~~Special ~~Amendment Proposal~~Meeting”); ~~(b)~~via alive ~~proposal~~webcast. toHolders ~~approve~~ of the ~~Trust~~Company’s ~~Agreement~~common ~~Amendment~~stock (at the ~~“Trust Amendment~~close ~~Proposal”~~of ~~and~~business ~~together~~on ~~with~~January ~~the Charter Amendment Proposal~~23, ~~the~~2026 ~~“Amendment~~were ~~Proposals”);~~entitled ~~and (c) a proposal~~ to ~~approve~~vote ~~the~~at ~~adjournment of~~ the Special Meeting. ~~from~~As ~~time~~of tosuch date, ~~time~~there towere ~~solicit~~7,354,213 ~~additional~~shares of ~~proxies~~common instock ~~favor~~issued ofand ~~the~~outstanding. ~~Amendment~~There ~~Proposals or~~were if7,042,250 ~~otherwise~~shares ~~determined~~present byin ~~the~~person ~~chairperson~~or ofby proxy at the Special Meeting, toconstituting a ~~be necessary or appropriate (the “Adjournment Proposal”)~~quorum.

OnStockholders ~~April~~voted ~~16,~~on ~~2025,~~two ~~the~~(2) ~~record~~proposals ~~date~~at ~~for~~ the Special Meeting,. ~~there~~The ~~were~~proposals ~~7,459,267~~are ~~shares~~described ofin ~~common~~detail ~~stock~~in of the Company’s ~~entitled~~definitive toproxy ~~be voted~~statement, atdated ~~the~~February ~~Special Meeting. At the Special Meeting~~5, 62026,~~791,223~~ ~~shares of common stock of~~ the ~~Company,~~relevant orportions ~~91.0%~~ of ~~the~~which ~~shares entitled~~are toincorporated ~~vote~~herein ~~at the Special Meeting, were represented in person or~~ by ~~proxy~~reference. The ~~number~~final ofresults ~~votes cast~~ for orthe ~~against,~~votes ~~as well as~~regarding the ~~number~~proposals ~~of abstentions as to each proposal,~~ are set forth below.

Proposal 1.: The Company’s stockholders approved the Charter Amendment. ~~Proposal~~The votes regarding this proposal were as follows:

Votes For	Votes Against	Abstentions
6,790,769	454	0
7,042,250	0	0

~~Accordingly,~~Proposal ~~the~~2: ~~Charter~~The ~~Amendment~~Company’s ~~Proposal~~stockholders ~~was~~ approved the Trust Amendment. The votes regarding this proposal were as follows:

2. Trust Amendment Proposal

Votes For		Votes Against		Abstentions
7,042,250		0		0

Votes For		Votes Against		Abstentions
6,790,769		454		0

Item 8.01

Other Events.

~~Accordingly~~In connection with stockholder approval of the Charter Amendment, the holders of 17,779 public shares exercised their right to redeem their shares for an aggregate redemption amount of approximately $204,082.05. Following such redemptions, 50,184 public shares remain outstanding and the ~~Early~~Company ~~Termination~~expects ~~Trust~~to ~~Amendment~~have ~~Proposal~~approximately ~~was~~$576,053.38 ~~approved~~remaining in the Trust Account.

3. Adjournment Proposal

Votes For		Votes Against		Abstentions
6,790,769		454		0

Accordingly, the Adjournment Proposal was approved.

Item 8.01. Other Events.

In connection with the stockholders’ approval and implementation of the Charter Amendment Proposal, the holders of 105,054 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $1,169,710.02. Following such redemptions, 67,963 Public Shares remain outstanding and the Company expects to have approximately $756,725.13 remaining in the Trust Account.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
3.1		~~Amendment~~Certificate toof ~~the~~Amendment of Amended and Restated Certificate of Incorporation of Goal Acquisitions Corp. ~~dated May 7, 2025~~
10.1		Amendment to ~~the~~ Investment Management Trust Agreement, dated ~~as of~~ February 106, ~~2021~~2026, between Goal Acquisitions Corp. and Continental Stock Transfer & Trust Company ~~dated May 7, 2025~~
104		~~The~~Cover ~~cover~~Page ~~page~~Interactive ofData ~~this~~File ~~Current~~(embedded ~~Report~~within onthe ~~Form 8-K, formatted in~~ Inline XBRL. document)

SIGNATURES

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

Date: May 9, 2025

Date: February 12, 2026	GOAL ACQUISITIONS CORP.

		/s/ Harvey Schiller
	Name:	Harvey Schiller
	Title:	Chief Executive Officer

~~Goal Acquisitions Corp. By: /s/ William T. Duffy Name: William T. Duffy Title: Chief Financial Officer and Chief Operating Officer~~3

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