GOAC GO Acquisition Corp

Item 8.01. Other Events.

On August 20, 2021, a purported stockholder of GO Acquisition Corp. (the “Company”) filed a complaint in the United States District Court for the Southern District of New York (the “Complaint”) against the Company, GO Acquisition Founder LLC, the Company’s founders and the Company’s independent directors (collectively, the “Defendants”) alleging breach of certain provisions of the Investment Company Act of 1940 (the “ICA”). The Complaint generally asserts that the Company is subject to the ICA because, among other allegations, the Company invested the proceeds of its initial public offering in securities of the United States government and shares of money market mutual funds. Stemming from this assertion, the Complaint alleges that the contracts pursuant to which certain Defendants purchased the Company’s securities violate the ICA and that such purchases constitute payments that were in breach of the Defendants’ fiduciary duties under the ICA. The Complaint generally seeks a declaratory judgment stating that the Company is an investment company under the ICA, rescission of contracts whose formation and performance violate the ICA and unspecified damages for breach of the Defendants’ fiduciary obligations under the ICA. The Defendants believe the claims asserted in the Complaint are without merit and intend to vigorously defend this action.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Defendants’ belief that the claims asserted are meritless and the Defendants’ intention to vigorously defend the action. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward looking statements in this report. You should carefully consider these and the other risks and uncertainties described in the Company’s annual report on Form 10-K and other documents the Company has filed with the SEC. Those 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. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company 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. The Company does not give any assurance that it will achieve its expectations. The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.