EFTA01366404.pdf

or elsewhere), which is directed at. or the contents of which arc likely to he accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to units which arc or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors- within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. Notice to Prospective Investors in Japan The units have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and. accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph. "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Notice to Prospective Investors in Singapore This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(IA), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to. and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA. Where the units are subscribed or purchased under Section 275 of the SFA by a relevant person which is: • shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of thc SFA except: to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust arc acquired at a conthderation of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; • where no consideration is or will be given for the transfer; or • where the transfer is by operation of law. 146 LEGAL MATTERS Ellenoff Grossman & Schole LLP, New York, New York is acting as counsel in connection with the registration of our securities under the Securities Act. and as such, will pass upon the validity of the securities offered in this prospectus. Skadden. Arps. Slate. Meagher & Flom LLP, Palo Alto. California. advised the underwriters in connection with the offering of the securities. EXPERTS The financial statements of Global Partner Acquisition Corp. as of June 5, 2015 and for the period May 19, 2015 (inception) through June 5, 2015, have been included herein in reliance upon the report of WithtunSmith+Bromr, PC. independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. WHERE YOU CAN FIND ADDITIONAL INFORMATION We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents. and you should httpiAmw.sec.gov/Archivestedgar/datatl643953O8/121390015005425/112015a2_globalpainakm(7/27/2015 8:51:37 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057930 CONFIDENTIAL SONY GM_00204114 EFTA01366404