EFTA01366315.pdf

(5) Excludes 12.697.499 shares of common stock purchased in the public market cfiich are subject to redemption in connection with our initial business combination. The "as adjusted" calculation equals the "as adjusted" total assets. less the "as adjusted" total liabilities, less the %like of common shares that may be redeemed in connixtion with our initial business combination (approximately 510.00 per share). The "as adjusted- information gives effect to the sale of the units in this offering, the sale of the private placement warrants, repayment of an aggregate of up to $225,000 in loans made to us by Global Partner Sponsor 1 LLC, our sponsor (sonic of which were made after June 5, 2015) and the payment of the estimated expenses of this offering. The "as adjusted" total assets amount includes the $135.0 million held in the trust account ($155.25 million if the underwriters' over-allotment option is exercised in full) for the benefit of our public stockholders, which amount. less deferral underwriting commissions, will be available to us only upon the completion of our initial business combination within 24 months from the closing of this offering. The "as adjusted" working capital and "as adjusted' total assets include up to $4,050,000 being held in the trust account (up to approximately $4,657,500 if the underwriters' over-allotment option is exercised in full) representing deferred underwriting commissions. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of inters.st to pay dissolution expenses) will be used to fund the roJemption of our public shams. Our initial stockholder has entered into a letter agreement with us, pursuant to which it has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within such 24-month time period. 27 RISK FACTORS An investment in our securities involves a high degree ofrisk. You should consider carefully allof the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. (fatty of thefollowing events occur, our business. financial condition and operating results may be materially adversely affected. In that event, the tradingprice ofour securities coulddecline. andyou couldlose all or pan ofyour investment. We are a newly formed development stage company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a recently formed development stage company with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our business combination. If we fail to complete our business combination, we will never generate any operating revenues. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. We may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable state law or the rules of NASDAQ or if we decide to hold a stockholder vote for business or other reasons. For instance. the NASDAQ rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination. However, except for as required by law, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us. solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly. we may consummate ow initial business combination even if holders of a majority of the outstanding shares of our common stock do not approve of the business combination we consummate. Please see the section entitled "Proposed Business—Stockholders May Not Have the Ability to Approve Our Initial Business Combination" for additional information. If we seek stockholder approval of our initial business combination, our initial stockholder and our officers, directors and director nominees have agreed to vote any public shares purchased during or after the offering in favor of our initial business combination, regardless of how our public stockholders vote. http://umwsec.gov/Archivecledgar/datatI643953/000121390015005425412015a2_globalpariner.htmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057841 CONFIDENTIAL SONY GM_00204025 EFTA01366315