EFTA01366291.pdf

Non-accelerated filer Smaller reporting company O (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Amount Maximum Aggregate Amount of Title of Each (lass of Security Being Offering Price Offering Registration Being Registered Registered per Security (1) Price (I) Fee(S) (nits, each consisting of one share of common stock. 5.0001 par value, and one warrant (2) 15.525.000 S 10.00 S 10.00 S 155.250.000 S 18,041 Shares of common stock included as part of the units (3) 15.525.000 — — —(4) Warrants included as part of the units (3) 15.525.000 — — — —(4) Total S 155.250.000 S 18,041 (I) Estimated solely for the purpose of calculating the registration fee. (2) Includes 2.025.000 units. consisting of 2.025.000 shares of common stock and 2.025.000 warrants. which may be issued upon exercise of a 45-day option granted to the underwriters to cover ova-allotments, if any. (3) Pursuant to Rule 416. there are also being registered an intl.:laminable number of additional securities as may be issued to prevent dilution mulling from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Revisals':: paid. The Registrant hereby amends lids Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall (Be a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933. as amended. or until the Registration Statement shall become effective on such dale as the Securities and Exchange Conunission. acting pursuant to said Section 8(a), may determine. The infatuation in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement ti lad with the Samrities and Exchange Commission is effective. This prixtpantis is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated July 27.2015 Preliminary Prospectus GLOBAL PARTNER ACQUISITION CORP. $135,000,000 13,500,000 Units Global Partner Acquisition Corp. is a newly erganizixi blank chock company formed for the purpose of effecting a maga. capital stock exchange, asset acquisition. stock purchase. rcorganintion or similar business combination with one or more businesses. which we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target and we have not. nor has anyone on our behalf. initiated any substantive discussions. directly or indirectly. with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our common stock and one warrant. lach wartant entitles the holder thereof to militia one-half of one share of our common stock at a price of 55.75 pa half share. subject to adjustment as described in this prospectus. Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exorcise of the warrants. If. upon exercise of the wanants. a holder would be entitled to =the a fractional interest in a share. we will upon exercise. round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. As a result. warrant holders not purchasing an even number of warrants must sell any odd number of warrants in °Ida to obtain full value from the fractional interest that will not be issued. The warrants will become exercisable on the later of 20 days alter the completion of our initial business combination and 12 months from the closing of this offering. and will expire five yeas after the completion of our initial business combination or earlier upon redemption or liquidation. as described in this prospectus. We base also panted the underonters a 45-day option to purchase up to an additional 2.025.000 units to cover over-allotments. if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shams of our common stock upon the completion of ow initial business combination at a pct./hare price. payable in cash. equal to the aggregate amount then on dcposn n the intpuwaw.sec.pov/Archivecledgar/datati643953/000121390015005425412015a2_globalptutier.htm17/27/2015 8:51:37 AMI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SONY-0057817 CONFIDENTIAL SONY GM_00204001 EFTA01366291