GSAQ / Global Synergy Acquisition Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: July 31, 2024 Estimated average burden hours per response: 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D.

Global Synergy Acquisition Corp. will redeem its Public Shares and will not consummate an initial business combination

Exhibit 99.1 Global Synergy Acquisition Corp. will redeem its Public Shares and will not consummate an initial business combination New York, New York, July 12, 2022 ? Global Synergy Acquisition Corp. (the ?Company?) (Nasdaq: GSAQ, GSAQU, GSAQW), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the ?Public

Other Events, Financial Statements and Exhibits

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): July 12, 2022 Global Synergy Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39861 98-1556581 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Global Synergy Acquisition Corp. (Exact name of regist

GLOBAL SYNERGY ACQUISITION-A SPECIAL PURPOSE ACQUISITION COMPANIES / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GLOBAL SYNERGY ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3934J106 (CUSIP Number) APRIL 6, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Global Synergy Acquisition Corp. (Exact name of reg

Description of Registrant’s Securities.*

Exhibit 4.2 global synergy acquisition corp. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Global Synergy Acquisition Corp. (?we, ?us,? ?our? or ?the Company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of assoc

GLOBAL SYNERGY ACQUISITION-A SPECIAL PURPOSE ACQUISITION COMPANIES / CITADEL ADVISORS LLC - GLOBAL SYNERGY ACQUISITION CORP. Passive Investment

SC 13G/A 1 tm223994d15sc13ga.htm GLOBAL SYNERGY ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Global Synergy Acquisition Corp (Name of Issuer) Class A ordinary shares,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0.

GLOBAL SYNERGY ACQUISITION-A SPECIAL PURPOSE ACQUISITION COMPANIES / Global Synergy LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Global Synergy Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3934J106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

GLOBAL SYNERGY ACQUISITION-A SPECIAL PURPOSE ACQUISITION COMPANIES / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Global Synergy Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3934J106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Global Synergy Acquisition Cor

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): January 19, 2022 Global Synergy Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39861 98-1556581 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Global Synergy Acquisition Corp. (Exact name of re

GLOBAL SYNERGY ACQUISITION-A SPECIAL PURPOSE ACQUISITION COMPANIES / D. E. SHAW & CO, L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Global Synergy Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3934J106 (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm2132676d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Global Synergy Acquisition Corp. (Exact name of registr

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

8-K 1 ea143007-8kglobalsynergy.htm CURRENT REPORT 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): June 15, 2021 Global Synergy Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39861 98-155

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Global Synergy Acquisition Corp. (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39861 SEC FILE NUMBER G3934J114 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q and Form 10-D ? Form N-SAR ?Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Global Synergy Acquisition Corp. (Exact name of reg

Description of Registrant’s Securities.*

EX-4.2 2 f10k2020ex4-2global.htm DESCRIPTION OF REGISTRANT'S SECURITIES Exhibit 4.2 global synergy acquisition corp. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Global Synergy Acquisition Corp. (“we, “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified b

Financial Statements and Exhibits, Other Events

8-K 1 ea136712-8kglobalsynergy.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 Global Synergy Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-3986

Global Synergy Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 1, 2021

EX-99.1 2 ea136712ex99-1globalsynergy.htm PRESS RELEASE, DATED MARCH 1, 2021 Exhibit 99.1 Global Synergy Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 1, 2021 New York, New York, March 1, 2021— Global Synergy Acquisition Corp. (Nasdaq: GSAQU) (the “Company”) announced today that, commencing March 1, 2021, holders of the units sold in

JOINT FILING AGREEMENT

EX-99.1 2 tm214886d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Global Synergy Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under

NUMBER OF OWNED BY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Global Synergy Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3934J114** (CUSIP Number) January 22, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which t

Global Synergy Acquisition Corp.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Global Synergy Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G3934J114** (CUSIP Number) January 13, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 Global Synergy Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39861 98-1556581 (State or other jurisdiction of in

GLOBAL SYNERGY ACQUISITION CORP.

Exhibit 99.1 GLOBAL SYNERGY ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Global Synergy Acquisition Corp Opinion on the Financial Statement We have audited the accompanying balance sheet of Global Synergy Acquisition

Investment Management Trust Account Agreement, dated January 7, 2021 between Continental Stock Transfer & Trust Company and the Company.(1)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021 by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1,

Warrant Agreement, dated January 7, 2021, between Continental Stock Transfer & Trust Company and the Company.(1)

Exhibit 4.1 WARRANT AGREEMENT GLOBAL SYNERGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 7, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January 7, 2021, is by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such c

Indemnity Agreement, dated January 7, 2021, between the Company and Hank Uberoi

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Hank Uberoi (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies or company or corporations as directors, officers or in other capa

Indemnity Agreement, dated January 7, 2021, between the Company and Brooks Entwistle

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Brooks Entwistle (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies or company or corporations as directors, officers or in othe

Private Placement Warrants Purchase Agreement, dated January 7, 2021, between the Company and Global Synergy LLC.(1)

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Global Synergy LLC, a Cayman Islands

Indemnity Agreement, dated January 7, 2021, between the Company and Alok Oberoi

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Alok Oberoi (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies or company or corporations as directors, officers or in other capa

Indemnity Agreement, dated January 7, 2021, between the Company and Murtaza Moochhala

EX-10.9 13 ea133263ex10-9globalsyn.htm INDEMNITY AGREEMENT, DATED JANUARY 7, 2021, BETWEEN THE COMPANY AND MURTAZA MOOCHHALA Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Murtaza Moochhala (“Indemnitee”). WHEREAS, highly competent per

Global Synergy Acquisition Corp. Announces Pricing of $225,000,000 Initial Public Offering

EX-99.1 17 ea133263ex99-1globalsyn.htm PRESS RELEASE, DATED JANUARY 7, 2021 Exhibit 99.1 Global Synergy Acquisition Corp. Announces Pricing of $225,000,000 Initial Public Offering NEW YORK, NY., Jan. 07, 2021 (GLOBE NEWSWIRE) - Global Synergy Acquisition Corp. (“GSAC” or the “Company”) announced today that it priced its initial public offering of 22,500,000 units at a price of $10.00 per unit. The

Underwriting Agreement, dated January 7, 2021, by and among the Company, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC

Exhibit 1.1 GLOBAL SYNERGY ACQUISITION CORP. 22,500,000 Units Underwriting Agreement January 7, 2021 Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 L

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ea133263-8kglobalsynergy.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2021 Global Synergy Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39

Correction: Global Synergy Acquisition Corp. Announces Closing of $258,750,000 Initial Public Offering

Exhibit 99.2 Correction: Global Synergy Acquisition Corp. Announces Closing of $258,750,000 Initial Public Offering NEW YORK, NY, Jan. 12, 2021 (GLOBE NEWSWIRE) - Global Synergy Acquisition Corp. (Nasdaq: GSAQU) (“GSAC” or the “Company”) announced today the closing of its initial public offering (“IPO”) of 25,875,000 units, including 3,375,000 units issued to the underwriters upon the full exercis

Administrative Services Agreement. dated January 7, 2021, between the Company and Global Synergy LLC.(1)

Exhibit 10.5 GLOBAL SYNERGY ACQUISITION CORP. 540 Madison Avenue, 17th Floor New York, NY 10022 January 7, 2021 Global Synergy LLC 540 Madison Avenue, 17th Floor New York, NY 10022 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Global Synergy Acquisition Corp. (the “Company”) and Global Synergy LLC (the “Sponsor” or “GS”), dated as of the date hereo

Indemnity Agreement, dated January 7, 2021, between the Company and Ben Druskin

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ben Druskin (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies or company or corporations as directors, officers or in other cap

Amended and Restated Memorandum and Articles of Association.(1)

Exhibit 3.1 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Global Synergy Acquisition Corp. (adopted by special resolution dated January 7, 2021 and effective on January 7, 2021) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCI

Registration and Shareholder Rights Agreement, dated January 7, 2021, among the Company, Global Synergy LLC and the other Holders party thereto.(1)

EX-10.3 7 ea133263ex10-3globalsyn.htm REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, DATED JANUARY 7, 2021, AMONG THE COMPANY, GLOBAL SYNERGY LLC AND CERTAIN DIRECTORS OF THE COMPANY Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among Global Synergy Acqui

Indemnity Agreement, dated January 7, 2021, between the Company and Suresh Vaswani

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Suresh Vaswani (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies or company or corporations as directors, officers or in other c

Letter Agreement, dated January 7, 2021, among the Company, and Global Synergy LLC and each director and executive officer of the Company.(1)

EX-10.4 8 ea133263ex10-4globalsyn.htm LETTER AGREEMENT, DATED JANUARY 7, 2021, AMONG THE COMPANY, AND GLOBAL SYNERGY LLC AND EACH DIRECTOR AND EXECUTIVE OFFICER OF THE COMPANY Exhibit 10.4 Letter Agreement January 7, 2021 Global Synergy Acquisition Corp. 540 Madison Avenue, 17th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is bein

Indemnity Agreement, dated January 7, 2021, between the Company and Kirk Wagar

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kirk Wagar (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies or company or corporations as directors, officers or in other capa

Global Synergy Acquisition Corp. 22,500,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-251524 PROSPECTUS Global Synergy Acquisition Corp. $225,000,000 22,500,000 Units Global Synergy Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more bus

- REGISTRATION OF CERTAIN CLASSES OF SECURITIES

8-A12B 1 ea132816-8a12bglobalsynergy.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GLOBAL SYNERGY ACQUISITION CORP. (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1556

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Global Synergy Acquisition Corp. 540 Madison Avenue, 17th Floor New York, NY 10022 (929) 251-0688 January 6, 2021 VIA EDGAR Office of Transportation and Leisure Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Re: Global Synergy Acquisition Corp. Registration Statement on Form S-1 File No. 333-251524 Ladie

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CORRESP 1 filename1.htm January 6, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Re: Global Synergy Acquisition Corp. Registration Statement on Form S-1 File No. 333-251524 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities A

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Christian O. Nagler To Call Writer Directly: (212) 446-4900 [email protected] 601 Lexington Avenue New York, New York 10022 (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 VIA EDGAR December 18, 2020 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Peter McPhun / Robert Tel

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 Letter Agreement [●], 2021 Global Synergy Acquisition Corp. 540 Madison Avenue, 17th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Global Synergy Acquisition Corp., a Cayman Islands exempted

- AMENDMENT NO. 1 TO FORM S-1

S-1/A 1 ea132444-s1a1globalsynergy.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on December 30, 2020. No. 333-251524 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Synergy Acquisition Corp. (Exact name of registrant as specified in its chart

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT GLOBAL SYNERGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Global Synergy Acquisition Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Global Sy

Specimen Warrant Certificate.

Exhibit 4.3 [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Global Synergy Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is the registered holder of [●] warrant

Promissory Note, dated as of February 28, 2020, as amended as of December 11, 2020, between the Registrant and the Sponsor.

EXHIBIT 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Specimen Class A Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES GLOBAL SYNERGY ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF GLOBAL SYNERGY ACQUISITION CORP. (THE “COMPANY”)

Form of Underwriting Agreement.

Exhibit 1.1 GLOBAL SYNERGY ACQUISITION CORP. 22,500,000 Units Underwriting Agreement [●], 2020 Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies

Securities Subscription Agreement, dated February 28, 2020, between the Registrant and the Sponsor.

EXHIBIT 10.7 Global Synergy Acquisition Corp. 540 Madison Avenue 17th floor New York 10022 Global Synergy LLC February 28, 2020 540 Madison Avenue 17th floor New York 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Global Synergy LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Clas

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Global Synergy LLC, a Cayman Islands limit

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies or company or corporations as directors, officers or in other capacities unless

Power of Attorney (included on signature page to the initial filing of this Registration Statement).

As filed with the U.S. Securities and Exchange Commission on December 18, 2020. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Synergy Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1556581 (State or other jurisdiction of incorporation or organiza

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File N

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Global Synergy Acquisition Corp. DEFINITIONS CUSIP [●] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordina

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 GLOBAL SYNERGY ACQUISITION CORP. 540 Madison Avenue, 17th Floor New York, NY 10022 , 2020 Global Synergy LLC 540 Madison Avenue, 17th Floor New York, NY 10022 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Global Synergy Acquisition Corp. (the “Company”) and Global Synergy LLC (the “Sponsor” or “GS”), dated as of the date hereof, will c

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Global Synergy Acquisition Corp. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Global Synergy Acquisition Corp. 1 The name of the Company is Global Synergy Acquisition Corp. 2 The Registered Office o

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Global Synergy Acquisition Corp., a Cayman Islands exempted company (the “Company”), Global Synergy LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Hol

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As confidentially submitted to the U.S. Securities and Exchange Commission on September 16, 2020. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEME