EFTA01366293

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 SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus civet*. including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus. before investing. Unless otherwise stated in this prospectus. references to: • "we," "us." "company" or "our comparur are to Global Partner Acquisition Corp.: • "public shares" are to shares of our common stock sold as pan of the units in this offering (whether they are purchased in this offering or thereafter in the open market): • "public stockholders" are to the holders of our public shares, including our initial stockholder and members of our management team to the extent our initial stockholder and/or members of our management team purchase public shares. provided that each initial stockholder's and member of our management team's status as a "public stockholder" shall only exist with respect to such public shares: • "management" or our "management team" are to our executive officers and directors; • "sponsor" or "initial stockholder" are to Global Partner Sponsor I LW. a Delaware limited liability company. the sole managing member of which is Paul Zepf our Chief Executive Officer and a director, and whose other members include our directors, director nominees and advisors: • "sponsor team" is to certain members of our sponsor who will be acting as our advisors. including David Chamberlain. Neal Goldman and ittichael Johnston; • "combined team" is to our management team and sponsor team, collectively: • 'founder shares" refer to shares of our common stock initially purchased by our sponsor in a private placement prior to this offering: and • "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering. Unless we tell you otherwise, the information In this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company incorporated in May 2015 as a Delaware corporation and fonned for the purpose of effecting a merger. capital stock exchange, asset acquisition. stock purchase. http://vanv.see.gov/Archivesfedgaddatatl643953/000121390015005425/112015a2_globalpannechtm[7/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0057819 SONY GM_00204003 EFTA01366293