EFTA01366413.pdf

PreferredStock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At June 5. 2015, the rights and preferences have not been determined and there were no shares of preferred stock issued and outstanding. F-13 Until , 2015 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. You should rely only on the information contained in this prospectus. No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained In this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. TABLE OF CONTENTS Page Summary 1 Summary Financial Data 27 Risk Factors 28 Cautionary Note Regarding Forward-Looking Statements 56 Use of Proceeds 57 Dividend Policy 61 Dilution 62 Capitalization 64 Management's Discussion and Analysis of Financial Condition and Results of Operations 65 Proposed Business 72 Management 102 Principal Stockholders 114 Certain Relationships and Related Party Transactions 117 Description of Securities 119 Certain United States Federal Income Tax Considerations 132 Underwriting 140 Legal Matters 147 Experts 147 Where You Can Find Additional Information 147 Index to Financial Statements F-1 Global Partner Acquisition Corp. http/Anow.see.gov/Archivecledgar/datatl643953AX10121390015005425412015a2_globalpariner.htm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057939 CONFIDENTIAL SONY GM_00204123 EFTA01366413