Current Report Filing (8-k)
June 21 2021 - 4:11PM
Edgar (US Regulatory)
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
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001-39861
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98-1556581
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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540 Madison Avenue, 17th Floor, New York, NY 10022
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10022
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(Address of principal executive offices)
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(Zip Code)
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(917) 576-8659
Registrant’s telephone number, including area code
N/A
(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 registrants under any of the following provisions
(see General Instruction A.2.):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
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GSAQU
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The Nasdaq Stock Market LLC
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Class A Ordinary Shares included as part of the units
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GSAQ
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The Nasdaq Stock Market LLC
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Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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GSAQW
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The Nasdaq Stock Market LLC
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Item 3.01. Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 15, 2021, Global Synergy Acquisition Corp. (the “Company”) received a deficiency letter (the “Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is
not in compliance with Nasdaq Listing Rule 5250(c)(1) of the Nasdaq Listing Rules as a result of its failure to timely file the Form 10-Q
for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”).
On
April 12, 2021, the staff of the Securities and Exchange Commission (“SEC”) issued a public statement entitled “Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”
(the “Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for
their warrants. The immediacy of the effective date of the new guidance set forth in the Statement resulted in a significant number of
SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other
advisors responsible for assisting SPACs in the preparation of financial statements. This, in turn, resulted in the Company’s delay
in preparing and finalizing its financial statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the
SEC by the prescribed deadline.
Under
the Nasdaq Listing Rules, the Company has 60 calendar days from the date of the Letter to submit to Nasdaq a plan to regain compliance
with the Nasdaq Listing Rules. The Company duly filed its Form 10-Q on June 2, 2021 and has regained compliance with the Nasdaq Listing
Rules.
Forward-Looking
Statements
The
Company’s statements herein and in documents referenced herein are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These
statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and
uncertainties. Because
these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ
materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include,
but are not limited to, a variety of risk factors affecting the Company’s business and prospects. See “Risk Factors”
in the Company’s Registration Statement on Form S-1 relating to its initial public offering, annual, quarterly reports and subsequent
reports filed with the SEC, as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect
the impact of circumstances or events that may arise after the date of the forward-looking statements.
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.
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GLOBAL SYNERGY ACQUISITION CORP.
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Date: June 21, 2021
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By:
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/s/ Alok Oberoi
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Name:
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Alok Oberoi
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Title:
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President, Co-Chief Executive Officer and Director
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2
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