EFTA01366400.pdf

offering price for the units was determined by negotiations between us and the reprtwentative. The determination of our per unit offering price was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining initial public offering price were the higory and prospects of companies whose principal business is the acquisition of other companies, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you. however, that the price at which the units, common stock or warrants will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our units, common stock or warrants will develop and continue after this offering. We expect our units to be listed on NASDAQ under the symbol "GPACU" and, once the common stock and warrants begin separate trading, to have our common stock and warrants listed on NASDAQ under the symbols "GPAC" and "GPACW". respectively. The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts arc shown assuming both no exercise and full exercise of the underwriters' over-allotment option. Paid by Global Partner Acquisition corp. No Exercise Full Exercise Per Unit (I) $ 0.60 $ 0.60 Total (I) 8.100,000 $ 9.315.000 (I) Includes $0.30 per unit. or approximately 54.050.000 (or 57.657.500 if the ova-allotmait option is exercised in full) in the aggregate payabk to the undenwiters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters 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 offaing. as described in this prospectus. In addition, we have agreed to pay for the FINRA -related fees and expenses of the underwriters' legal counsel, not to exceed $25,000. If we do not complete our initial business combination within 24 months from tlx: closing of this offering. the trustee and the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) that the defer-Jul underwriters' discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes payable) to the public stockholders. In connection with the offering, the underwriters may purchase and sell units in the open market. Purchases and sales in the open market may include short sales. purchases to cover short positions, which may include purchases pursuant to the over-allotment option, and stabilizing purchases. 141 • Short sales involve scamdary market sales by the underwriters of a greater number of shares than they arc required to purchase in the offering. • "Covered" short sales are sales of units in an amount up to the number of units represented by the underwriters' over-allotment option. • "Naked" short sales arc sales of units in an amount in excess of the number of units represented by the underwriters' over-allotment option. • Covering transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions. • To close a naked shun position, the underwriters must purchase shares in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters arc concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering. • To close a covered short position, the underwriters must purchase units in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units http/Annesee.gov/Arehivestedgar/dataft643953AXX)121390015005425/11201502_globalparincr.hbur/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057926 CONFIDENTIAL SONY GM_00204110 EFTA01366400