Global Synergy Acquisition Corp. will redeem its Public Shares and will not consummate an initial business combination
July 12 2022 - 5:00PM
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 Shares”), effective
as of the close of business on July 26, 2022, because the Company
will not consummate an initial business combination within the time
period required by its Amended and Restated Memorandum and Articles
of Association (the “Articles”).
As stated in the Company’s Articles and in the
Company’s registration statement on Form S-1 (Registration No.
333-251524), as amended, initially filed with the United States
Securities and Exchange Commission (the “Commission”) on December
18, 2020, relating to the Company’s initial public offering (the
“Form S-1”), if the Company is unable to complete an initial
business combination within 18 months of the initial public
offering, the Company will: (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Company’s trust account
(the “Trust Account”), including interest earned on the funds held
in the Trust Account and not previously released to the Company to
pay its income taxes, if any (less up to $100,000 of interest to
pay dissolution expenses) divided by the number of the
then-outstanding Public Shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, liquidate and
dissolve, subject in each case to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law.
The per-share redemption price for the public
shares will be approximately $10.01 (the “Redemption Amount”). The
balance of the Trust Account as of June 30, 2022 was approximately
$259,003,069, which includes approximately $253,069 in interest and
dividend income (excess of cash over $258,750,000, the funds
deposited into the Trust Account). In accordance with the terms of
the related trust agreement, the Company expects to retain $100,000
of the interest and dividend income from the Trust Account to pay
dissolution expenses.
As of the close of business on July 26, 2022,
the Public Shares will be deemed cancelled and will represent only
the right to receive the Redemption Amount.
The Redemption Amount will be payable to the
holders of the Public Shares upon presentation of their respective
stock or unit certificates or other delivery of their shares or
units to the Company’s transfer agent, Continental Stock Transfer
& Trust Company. Beneficial owners of public shares held in
“street name,” however, will not need to take any action in order
to receive the Redemption Amount.
There will be no redemption rights or
liquidating distributions with respect to the Company’s warrants,
which will expire worthless.
The Company’s sponsor has waived its redemption
rights with respect to the outstanding founder shares and private
placement warrants. After July 26, 2022, the Company shall cease
all operations except for those required to wind up the Company’s
business.
The Company expects that The Nasdaq Stock Market
LLC will file a Form 25 with the Commission to delist its
securities. The Company thereafter expects to file a Form 15 with
the Commission to terminate the registration of its securities
under the Securities Exchange Act of 1934, as amended.
About Global Synergy Acquisition
Corp.
Global Synergy Acquisition Corp. is a blank
check company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. When used in this press release, the words
“could,” “should,” “will,” “may,” “believe,” “anticipate,”
“intend,” “estimate,” “expect,” “project,” the negative of such
terms and other similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. Such forward-looking
statements are based on current information and expectations,
forecasts and assumptions, and involve a number of judgments, risks
and uncertainties. Accordingly, forward-looking statements should
not be relied upon as representing the Company’s views as of any
subsequent date, and the Company does not undertake any obligation
to update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws. You should not place
undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set
forth in the “Risk Factors” in the Company’s Form S-1 relating to
its initial public offering, annual, quarterly reports and
subsequent reports filed with the Commission, as amended from time
to time. Copies of such filings are available on the Commission’s
website, www.sec.gov. The Company undertakes no obligation to
update these statements for revisions or changes after the date of
this release, except as required by law.
ContactGlobal Synergy Acquisition
Corp.info@gsacglobal.com
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