Item 1.01 Entry into a Material Definitive Agreement

On January 12, 2021, Global Synergy Acquisition Corp. (the "Company") consummated its initial public offering (the "IPO") of 25,875,000 units (the "Units") at an offering price of $10.00 per Unit, with each Unit consisting of one Class A ordinary share and one-half of one redeemable warrant of the Company (the "Public Warrants"), and a private placement with Global Synergy LLC (the "Sponsor") of 7,600,000 private placement warrants at a price of $1.00 per warrant (the "Private Placement"). The Company granted the underwriters of the IPO a 45-day option to purchase up to an additional 3,375,000 Units which was exercised in full.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's registration statement on Form S-1 (File No. 333-251524), which was declared effective by the U.S. Securities and Exchange Commission on January 7, 2021:

· an Underwriting Agreement, dated January 7, 2021, among the Company, Credit

Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives
   of the underwriters named therein, which contains customary representations and
   warranties and indemnification of the underwriters by the Company;

· a Private Placement Warrants Purchase Agreement, dated January 7, 2021, between


   the Company and the Sponsor, pursuant to which the Sponsor purchased 7,600,000
   private placement warrants, each exercisable to purchase one Class A ordinary
   share at $11.50 per share, subject to adjustment, at a price of $1.00 per
   warrant (the "Private Placement Warrants" and, together with the Public
   Warrants, the "Warrants");

· a Warrant Agreement, dated January 7, 2021, between the Company and Continental

Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"),
   which sets forth the expiration and exercise price of and procedure for
   exercising the Warrants; certain adjustment features of the terms of exercise;
   provisions relating to redemption and cashless exercise of the Warrants;
   certain registration rights of the holders of Warrants; provision for
   amendments to the Warrant Agreement; and indemnification of the warrant agent
   by the Company under the agreement;

· an Investment Management Trust Agreement, dated January 7, 2021, between the


   Company and Continental Stock Transfer & Trust Company, as trustee, which
   establishes the trust account that will hold the net proceeds of the IPO and
   certain of the proceeds of the sale of the Private Placement Warrants, and sets
   forth the responsibilities of the trustee; the procedures for withdrawal and
   direction of funds from the trust account; and indemnification of the trustee
   by the Company under the agreement;

· a Registration and Shareholder Rights Agreement, dated January 7, 2021, among


   the Company and the Sponsor and certain equityholders of the Company signatory
   thereto, which provides for customary demand and piggy-back registration rights
   for the Sponsor, and customary piggy-back registration rights for such other
   equityholders, as well as certain transfer restrictions applicable to the
   Sponsor with respect to the Company's securities, and, upon consummation of our
   initial business combination, the right of the Sponsor to nominate three
   individuals for election to the Company's board of directors;

· a Letter Agreement, dated January 7, 2021, among the Company, the Sponsor and


   each of its executive officers and directors, pursuant to which the Sponsor and
   each executive officer and director of the Company have agreed to vote any
   Class A ordinary shares held by him, her or it in favor of the Company's
   initial business combination; to facilitate the liquidation and winding up of
   the Company if an initial business combination is not consummated within 18
   months from the closing of the IPO (or 24 months, if applicable); to certain
   transfer restrictions with respect to the Company's securities; and to certain
   indemnification obligations of the Sponsor; and pursuant to which the Company
   has agreed not to enter into a definitive agreement regarding an initial
   business combination without the prior consent of the Sponsor;

· an Administrative Services Agreement, dated January 7, 2021, between the


   Company and the Sponsor, pursuant to which the Sponsor has agreed to make
   available office space and certain administrative and support services, as may
   be required by the Company from time to time, for $10,000 per month until the
   earlier of the Company's initial business combination or liquidation; and

· Indemnity Agreements, each dated January 7, 2021, between the Company and each


   of its executive officers and directors.

   The above descriptions are qualified in their entirety by reference to the full
   text of the applicable agreement, each of which is incorporated by reference
   herein and filed herewith as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, 10.5,
   10.6, 10.7, 10.8, 10.9, 10.10, 10.11, and 10.12, respectively.




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Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 7,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating total proceeds of $7,600,000. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Warrants are substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption under certain redemption scenarios and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company under all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Warrant Agreement.

Item 5.03. Amendments to Memorandum and Articles of Association.

On January 7, 2021, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.




Item 8.01. Other Events.

The net proceeds from the IPO together with certain of the proceeds from the Private Placement, $258,750,000 in the aggregate (the "Offering Proceeds"), were placed in a trust account established for the benefit of the Company's public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal from interest earned on the Offering Proceeds in the trust account that may be released to pay income taxes, if any, none of the funds held in the trust account will be released until the earlier of (i) the completion of the Company's initial business combination, (ii) the redemption of the Company's public shares if the Company is unable to consummate an initial business combination within 18 months from the closing of the IPO (or 24 months, if the Company elects to extend such initial term with an amount of $0.10 per unit offered in this offering deposited into the trust account), subject to applicable law, or (iii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association (a) to modify the substance or timing of its obligation to allow redemption in connection with the Company's initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months (or 24 months, as applicable) from the closing of the IPO or (b) with respect to any other provisions relating to shareholders' rights.

On January 7, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, announcing the pricing of the IPO. On January 12, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference, announcing the closing of the IPO.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

1.1 Underwriting Agreement, dated January 7, 2021, by and among the Company,

Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC

3.1 Amended and Restated Memorandum and Articles of Association

4.1 Warrant Agreement, dated January 7, 2021, between Continental Stock

Transfer & Trust Company and the Company

10.1 Private Placement Warrants Purchase Agreement, dated January 7, 2021,

between the Company and Global Synergy LLC

10.2 Investment Management Trust Agreement, dated January 7, 2021 between

Continental Stock Transfer & Trust Company and the Company

10.3 Registration and Shareholder Rights Agreement, dated January 7, 2021,

among the Company, Global Synergy LLC and the other holders party

thereto

10.4 Letter Agreement, dated January 7, 2021, among the Company, and Global

Synergy LLC and each director and executive officer of the Company

10.5 Administrative Services Agreement, dated January 7, 2021, between the

Company and Global Synergy LLC

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

Oberoi

10.7 Indemnity Agreement, dated January 7, 2021, between the Company and

Suresh Vaswani

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

Uberoi

10.9 Indemnity Agreement, dated January 7, 2021, between the Company and

Murtaza Moochhala

10.10 Indemnity Agreement, dated January 7, 2021, between the Company and

Brooks Entwistle

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

Wagar

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

Druskin



99.1    Press Release, dated January 7, 2021

99.2    Press Release, dated January 12, 2021




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