[S-8 POS] Global Blue Group Holding AG SEC Filing

Rhea-AI Filing Summary

Global Blue Group Holding AG entered into a Transaction Agreement with Shift4 Payments, Inc. and its indirect subsidiary Merger Sub under which Merger Sub launched a cash tender offer for all outstanding ordinary and convertible preferred shares. The Offer commenced on March 21, 2025 and was consummated on July 3, 2025, after which Shift4 directly or indirectly owned 97.37% of all outstanding Global Blue Shares. On August 18, 2025, Merger Sub completed a statutory squeeze-out merger, with Merger Sub surviving and subsequently changing its name to Global Blue Group Holding GmbH. As a result of the Merger, the Registrant became a wholly-owned subsidiary of Shift4 and the previously active offerings and sales of Ordinary Shares under the Registration Statement were terminated. This Post-Effective Amendment withdraws from registration any Ordinary Shares that remained unsold as of the date hereof.

Positive

• Offer achieved substantial ownership: Shift4 directly or indirectly owned 97.37% of outstanding Global Blue Shares following the Offer.
• Transaction completed: The statutory squeeze-out merger was consummated and Merger Sub continued as the surviving entity, now named Global Blue Group Holding GmbH.
• Regulatory housekeeping: The Post-Effective Amendment withdraws unsold Ordinary Shares from the Registration Statement, fulfilling the registrant's undertakings.

Negative

• Offerings terminated: Any and all offerings and sales of Ordinary Shares pursuant to the Registration Statement have been terminated.
• Registered securities withdrawn: Ordinary Shares that remained unsold were removed and withdrawn from registration as of the date of this amendment.

Insights

M&A Specialist

TL;DR: A controlling acquisition was completed, with Shift4 obtaining 97.37% ownership and a statutory squeeze-out merging the registrant into the acquirer.

The transactional sequence is clear and complete: a Transaction Agreement led to a cash tender offer that achieved 97.37% ownership, followed by a statutory squeeze-out merger that effectuated a change of the surviving entity's name to Global Blue Group Holding GmbH. The filing documents the termination of prior registered offerings and the removal of unsold registered Ordinary Shares from the Registration Statement, consistent with the post-closing corporate reorganization and privatization activities. For investors and counterparties, these are material corporate-control and capital-structure events that finalize Shift4's acquisition strategy as described in this filing.

Corporate Governance Expert

TL;DR: Governance status shifted from a publicly registered issuer to a wholly owned subsidiary after consummation of the Offer and statutory squeeze-out merger.

The filing documents a completed change in control and corporate form: after the Offer closed on July 3, 2025, and the statutory merger on August 18, 2025, the registrant ceased offering its Ordinary Shares under the Registration Statement. The post-effective amendment withdraws unsold registered shares from registration, reflecting compliance with the registrant's prior undertakings. These actions indicate the registrant no longer maintains the prior public registration status covered by the referenced Registration Statement.

As filed with the Securities and Exchange Commission on August 18, 2025

Registration Statement File No. 333-260108

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-260108)

UNDER

THE SECURITIES ACT OF 1933

GLOBAL BLUE GROUP HOLDING GMBH

(Exact name of Registrant as specified in its charter)

Switzerland			98-1557721
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
Zürichstrasse 38, 8306 Brüttisellen, Switzerland (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2019 Employee Share Option Plan Global Blue Group Holding AG Management Incentive Plan -RSAs Global Blue Group Holding AG Management Incentive Plan - Options (Full title of the plan)
Cogency Global Inc. 122 E 42nd Street, 18th Floor New York, NY 10168 (212) 947-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service of process)
Copies to:
Kenneth B. Wallach Xiaohui (Hui) Lin Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000			Andrew Elken Leah Sauter Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☐			Accelerated filer			☒
Non-accelerated filer			☐			Smaller reporting company			☐
						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 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statement on Form S-8 (the “Registration Statement”) previously filed by Global Blue Group Holding AG, a stock corporation incorporated under the laws of Switzerland (the “Registrant”), with the Securities and Exchange Commission (the “SEC”), and is being filed to deregister any and all shares of the Registrant’s ordinary shares, nominal value CHF 0.01 per share (the “Ordinary Shares”), registered but unsold under the Registration Statement as of the date hereof (note that the share numbers listed below do not take into account corporate actions, such as stock splits, dividends, recapitalizations or other capital adjustments taken in the interim):

•Registration Statement on Form S-8 (Registration File No. 333-260108), which was filed with the SEC on October 7, 2021, pertaining to the registration of (i) 486,527 Ordinary Shares issuable under the Global Blue Group Holding AG 2019 Employee Share Option Plan, (ii) 7,970,000 Ordinary Shares issuable upon exercise of outstanding share options previously granted pursuant to the Global Blue Group Holding AG Management Incentive Plan - Options and (iii) 3,500,000 Ordinary Shares issuable under the Global Blue Group Holding AG Management Incentive Plan - RSAs and the Global Blue Group Holding AG Management Incentive Plan – Options.

On February 16, 2025, the Registrant, entered into a Transaction Agreement (as amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”) with Shift4 Payments, Inc., a Delaware corporation (“Shift4”), and, from and after its execution and delivery of a joinder thereto on February 25, 2025, GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly owned subsidiary of Shift4 (“Merger Sub”). Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions set forth therein, on March 21, 2025, Merger Sub commenced a cash tender offer to the shareholders of the Registrant (the “Offer”) to acquire all of the outstanding ordinary shares, nominal value of CHF 0.01 per share, of the Registrant, series A convertible preferred shares, nominal value of CHF 0.01 per share, of the Registrant, and series B convertible preferred shares, nominal value of CHF 0.01 per share, of the Registrant (collectively, the “Global Blue Shares”). Following consummation of the Offer on July 3, 2025, Shift4 directly or indirectly owned 97.37% of all outstanding Global Blue Shares.

On August 18, 2025, Merger Sub and the Registrant consummated a statutory squeeze-out merger (the “Merger”), pursuant to which the Registrant merged with and into Merger Sub in accordance with Article 8 (2) of the Swiss Federal Act on Merger, Demerger, Transformation and Transfer of Assets of October 3, 2003, as amended (SR 221.301), and the Transaction Agreement, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of Shift4. In connection with the Merger, Merger Sub changed its name to “Global Blue Group Holding GmbH.”

In connection with the consummation of the Merger, any and all of the offerings and sales of the Ordinary Shares pursuant to the Registration Statement have been terminated. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered under the Registration Statement that remain unsold at the termination of the offerings, this Post-Effective Amendment removes and withdraws from registration any and all of the Ordinary Shares registered under the Registration Statement that remain unsold as of the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Signy, Switzerland, on August 18, 2025.

GLOBAL BLUE GROUP HOLDING GMBH (as successor by merger to the Registrant)

By: /s/ Jeremy Henderson-Ross

Name: Jeremy Henderson-Ross

Title: Member of the Management Board

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act, the undersigned, the duly undersigned representative in the United States of the Registrant, has signed this Post-Effective Amendment to the Registration Statement in the City of New York, State of New York, on August 18, 2025.

COGENCY GLOBAL INC.

By: /s/ Colleen A. De Vries

Name: Colleen A. De Vries

Title: Senior Vice President on behalf of Cogency Global Inc.

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

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FAQ

What transaction did Global Blue Group Holding AG complete (GB)?

Global Blue entered into a Transaction Agreement with Shift4 and Merger Sub, which led to a cash tender offer and a statutory squeeze-out merger.

How much of Global Blue did Shift4 own after the Offer?

Shift4 directly or indirectly owned 97.37% of all outstanding Global Blue Shares after the Offer.

When did the cash tender offer commence and when was it consummated?

The Offer commenced on March 21, 2025, and the Offer was consummated on July 3, 2025.

When was the statutory squeeze-out merger completed?

The Merger was consummated on August 18, 2025.

What happened to the offerings under the Registration Statement?

All offerings and sales of Ordinary Shares under the Registration Statement were terminated, and unsold Ordinary Shares were withdrawn from registration via this Post-Effective Amendment.