EFTA01366393.pdf

will bear the expenses incurred in connection with the filing of any such registration statements. Listing of Securities We have applied to list our units, common stock and warrants on NASDAQ under the symbols "GPACU." "GPAC" and "GPACW," respectively. We expect that our units will be listed on NASDAQ on or promptly after the effective date of the registration statement. Following the date the shares of our common stock and warrants are eligible to trade separately, we anticipate that the shares of our common stock and warrants will be listed separately and as a unit on NASDAQ. We cannot guarantee that ow securities will be approved for listing on NASDAQ. 131 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following is a discussion of the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our units, shares of common stock and warrants, which we refer to collectively as our securities. Because the components of a unit arc separable at the option of the holder. the holder of a unit generally should be treated, for U.S. federal income tax purposes. as the owner of the underlying common stock and warrant components of the unit, as the case may be. As a result, the discussion below with respect to actual holders of common stock and warrants should also apply to holders of units (as the deemed owners of the underlying common stock and warrants that comprise the units). This discussion applies only to securities that are held as a capital asset for U.S. federal income tax purposes and is applicable only to holders who purchased units in this offering. This discussion does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances. including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, such as: • financial institutions; • insurance companies; • dealers or traders subject to a mark-to-market method of accounting with respect to the securities; • persons holding the securities as part of a "straddle." hedge. integrated transaction or similar transaction; • U.S. holders (as defined below) whose functional currency is not the U.S. dollar. • partnerships or other pass-through entities for U.S. federal income tax purposes: and • tax-exempt entities. If you area partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners will generally depend on the status of the partners and your activities. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), and administrative pronouncements. judicial decisions and final, temporary and proposed Treasury• regulations as of the date hereof. changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes). You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction. Personal Holding Company Status We could be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding company. or PI IC. for U.S. federal income tax purposes. A U.S. corporation generally will be classified as a PlIC for U.S. federal income tax purposes in a given taxable year if (i) at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax-exempt organizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation's adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such 132 httpfinnw.see.gov/Arehivesfedgar/datail643953/00012139001500542541201582_globalperhicr.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057919 CONFIDENTIAL SONY GM_00204103 EFTA01366393