CORRESP 1 filename1.htm

Global Partner Acquisition Corp.

1 Rockefeller Plaza, 10th Floor

New York, New York 10020

(646) 756-2877

July 11, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3720

Washington, D.C. 20549

Attention: Kathleen Krebs

Re:

Global Partner Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed July 3, 2017

File No. 001-37523

Dear Ms. Krebs:

Global Partner Acquisition Corp. (the “Company,” “Global Partner Acquisition,” “we,” “our” or “us”) hereby transmits its response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff’s letter dated July 10, 2017 (the “Letter”) regarding the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Per our prior discussions with the Staff, we have enclosed select pages of the Proxy Statement as Exhibit A, showing our proposed changes to the document. All blanks and bracketed items in the Proxy Statement will be completed in the Definitive Proxy Statement to be filed on EDGAR. For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

The responses below follow the sequentially numbered comments from the Letter. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Proxy Statement.

Questions and Answers About the Special Meeting, page 5

What is being voted on?, page 5

Disclose the percentage of public shares that would need to be redeemed in order for the trust account to fall below the $5,000,001 of net tangible assets required to effect a business combination.

We have revised the Proxy Statement in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

July 11, 2017

Page 2 of 3

Why is the Company proposing the Extension Amendment Proposal and the Trust Amendment Proposal?, page 6

We note your statement that you currently anticipate entering into an agreement with one of your prospective targets, but that you may not be able to consummate a business combination given the actions that must occur prior to closing. Discuss in greater detail the potential agreement with the prospective target, including the stage the agreement is in, whether you have a single prospective target, and the length of time negotiations have been occurring.

We have revised the Proxy Statement in response to the Staff’s comment.

How do the Company insiders intend to vote their shares?, page 9

Please disclose here and under “Required Vote” on page 27 whether your management or any affiliates of the company intend to buy shares of common stock in the open market and/or through negotiated private purchases to vote such shares in favor of these proposals.

We have revised the Proxy Statement in response to the Staff’s comment to clarify that neither management nor any affiliates of the company intend to buy shares of common stock in the open market and/or through negotiated private purchases.

What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?, page 13

To provide context, please disclose the number of Founder Shares and Placement Warrants held by your Sponsor and the amount paid for them. Clarify that the Founder Shares and Placement Warrants would be worthless if a business combination is not consummated. Also disclose the current amount of outstanding loans.

We have revised the Proxy Statement in response to the Staff’s comment.

Who is paying for this proxy solicitation?, page 15

We note your statement that you are bearing the costs of the proxy solicitation. Please revise your disclosure to clarify what funds the company is using to complete this solicitation and indicate the impact such expenses may have on the amount of working capital available to the company during the possible extension period and following the consummation of any future merger transaction.

We have revised the Proxy Statement in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

July 11, 2017

Page 3 of 3

We note that you may also solicit stockholders by telephone or other electronic means. All written soliciting materials, including any scripts used in soliciting proxies over the telephone, must be filed under the cover of Schedule 14A. See Exchange Act Rule 14a-6(b) and (c). Please confirm your understanding of these requirements in your response.

We hereby confirm our understanding that all written soliciting materials, including any scripts used in soliciting proxies over the telephone, must be filed under the cover of Schedule 14A.

Trust Amendment Proposal, page 18

We note that the provisions of your Investment Management Trust Agreement may only be changed, amended, or modified by the written consent of each party to the agreement. Please disclose whether each of these parties has consented to the proposed modification.

We have revised the Proxy Statement in response to the Staff’s comment.

* * *

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact Global Partner Acquisition Corp.’s legal counsel, Stuart Neuhauser, Esq., or Joshua Englard, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

	Very truly yours,
	GLOBAL PARTNER ACQUISITION CORP.

	By:	/s/ Paul Zepf
		Name: Paul Zepf
		Title: Chairman and Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

Exhibit A