EFTA01366292.pdf

trust account described below as of two business days prior to the consummation of our initial business combination. including interest (which intact dull be net of taxes payable) divided by the number of then outstanding shares of common stock that were sold as part of the units in this of aing. which we refer to collectively as ow public shares. subject to the limitations described herein. If we arc unable to complete our business combination within 24 months from the closing of this offering. we will redeem EXwo of the public shares at a per- share price. payable in cash equal to the aggregate amount then on deposit in the trust account. including intaat (las up to 550.000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then outstanding public shares. subject to applicable law and as funkier described herein. Our sponsor. Global Partner Sponsor 1 1.1,C (which we refer to as ow - sponsor" throughout this prospectus) has committed to purchase an aggregate of 11.600.000 warrants for 12815.000 warrants if the over-allotment option is exorcised in full) at a price of 50.50 pa warrant (55.800.000 in the aggregate. or 56.407.50) if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this plop:eta as the private placement warrants. Each private placement warrant ix exercisable to Nadine one-half of one share of ow common stock at 55.75 per half share. CUrrently. there is no public market for ow units. common stock or warrants. We have applied to list ow units on the NASDAQ Capital Market. or NASDAQ. under the symbol •XSPACU" en or promptly alter the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. The common stock and warrants comprising the units will begin separate trading oil the 52n1day following the date of this prospectus unless Deutsche Rank Securities Inc. informs in of its decision to allow earlier separate trading. subject to ow tiling a ('orient Report on lam 11-K with the Securities and Exchange Commission or the SEC. containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a pros release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading. we expect that the canteen stock and warrants will be listed on NASDAQ under the symbols 'X./PAC— and 'Xil'ACA'." respectively. 11 c arc an "emerging growth company" under applicable federal sax/ilia laws and will be subject to reduced public company reporting iequirements. Investing in our securities involves a high degree of risk. See "Risk laden" beginning on page 28for a discussion of infinination that should be considered in animation oath an inrestment in our securities. Investors MR not be entitled to pronouns merman). afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ling l'olal Public offering price $10.00 SI 35.000.000 Underwriting discounts and commissions (I) $0.60 58100.000 Proceeds, before expenses. to us $9.40 $126,900,000 (I) Includes 50.30 per unit. or approximately 54.050.000 (or up to approximately 54.657.500 if the underwriters' ova-allotment option is exercised in full) in the aggregate payable to the underwriters for &fared underunting commissions to be placed in a bust account located in the United States as described herein. The deferred commissions will be released to the undenoilas only on completion of an initial business combination. in an amount equal to 50.30 multiplied by the number of shares of common stock sold as part of the units in this offering. as described in this prospectus. Dos not include certain fees and expenses payable to the undenniten in connection with this offering. See also -Underwriting" beginning on page 140 for a description of compensation and other items of value payable to the widens titers. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus. 5135.0 million or approximately $155.25 million if the underwriters' areallotman option is exercised in full (510.00 per unity. will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest to pay taxes. ow amended and restated catificate of incorporation will Fronk that none of the funds held in trust will be released from the trust account until the earlier of (i) the completion of ow initial business combination a (ii) the redemption of our public shares if we arc unable to complete ow business combination within 24 months from the closing of this drains. subject to applicable law. The proceeds deposited in the eat account could become subject to the claims of our creditors. if any. which could have priority over the claims of our public stockhokletx. The underwriters arc offering the units for sale on a farm commitment basis. the underwriters expect to dsliver the units to the purchasers on or about . 2015. Deutsche Bank Securities I-Bankers Securities, Inc. . 2015 You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS Page http/Avvm.sec.gov/Archives/cdcar/datan643953/00012139001500542541201582_globalperIner.htm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057818 CONFIDENTIAL SONY GM_00204002 EFTA01366292