UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE 14A

_________________

(Rule 14a-101)
Information Required in Proxy Statement
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

x		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

GLOBAL PARTNER ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

¨	No fee required.
x	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies: Class B common stock, $0.0001 par value per share.

	(2)	Aggregate number of securities to which transaction applies: 84,000,000 shares of Class B common stock (estimated).

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): $58,200,000(1)

	(4)	Proposed maximum aggregate value of transaction: $58,200,000

	(5)	Total fee paid: $ 7,245.90(2)

¨	Fee paid previously with preliminary materials.
x	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
		$28,467
	(2)	Form, Schedule or Registration Statement No.:
		Preliminary Proxy Statement on Schedule 14A
	(3)	Filing Party:
		Global Partner Acquisition Corp.
	(4)	Date Filed:
		January 25, 2017

____________

(1) The amount represents the estimated cash consideration to be paid upon consummation of the business combination. The Class B Common Stock to be issued will have no economic rights, and therefore no value has been attributed to such securities.

(2) The amount is the product of $58,200,000 multiplied by the SEC’s filing fee of $124.50 per $1,000,000.

(3) The amount previously paid related to a preliminary proxy statement for a special meeting of stockholders that did not occur by reason of the termination of the merger agreement that was to have been considered at the special meeting.

GLOBAL PARTNER ACQUISITION CORP.
1 Rockefeller Plaza, 11th Floor
New York, New York 10020

Dear Global Partner Acquisition Corp. Stockholders:

You are cordially invited to attend the special meeting in lieu of the 2017 annual meeting of stockholders of Global Partner Acquisition Corp., which we refer to as “we,” “us,” “our,” “GPAC” or the “Company,” on , 2017, at 10:00 a.m. Eastern time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

At the special meeting of stockholders, our stockholders will be asked to consider and vote upon a proposal to approve an agreement and plan of merger (the “Merger Agreement”) for the acquisition by us of Purple Innovation, LLC (“Purple”), and which acquisition we refer to as the “Business Combination.”

The Business Combination consists of a series of transactions pursuant to which we will acquire the Purple business through the merger of our newly-formed wholly-owned subsidiary with and into Purple, with Purple being the survivor in the merger. A copy of the Merger Agreement is attached to the accompanying proxy statement as Annex A.

The Business Combination will involve a change to the capital structure of the Company. Each of the outstanding shares of common stock of the Company (“Common Stock”) will remain outstanding and be renamed as Class A common stock of the Company (“Class A Stock”), with the same voting and other rights currently represented by the shares of Common Stock. In addition:

• InnoHold, LLC, Purple’s sole common equity holder (“InnoHold”), will receive, as consideration for its common units in Purple: (i) cash (the “Cash Consideration”), (ii) newly issued shares of Class B common stock of the Company (“Class B Stock”), and (iii) newly issued Class B membership units of Purple, as described below (“Class B Units,” and together with the Class B Stock, the “Equity Consideration”). The total merger consideration (the “Merger Consideration”) payable to InnoHold will be determined by a formula which deducts from Purple’s agreed upon enterprise value of $900 million the amount of Purple’s indebtedness and transaction expenses and adds the amount of cash held by Purple. The portion of the Merger Consideration attributable to the Cash Consideration will be determined by deducting from the sum of (i) the cash resources held by the Company at the closing of the Business Combination (the “Closing”) (after provision for the payment of the Company’s expenses and other liabilities and the amounts necessary to satisfy any public stockholder redemptions in connection with the Closing) (“Net Parent Cash”) and (ii) Purple’s remaining cash after paying its transaction expenses, an amount equal to $40 million, plus an amount equal to the excess, if any, of the Net Parent Cash over $100 million, up to an aggregate of an additional $10 million, with any amounts in excess of such $10 million to be allocated based on a split to be agreed upon by Purple and the Company between Cash Consideration and cash to be left on Purple’s balance sheet. The Equity Consideration will be equal in value to the remainder of the total consideration after calculating the Cash Consideration, with one share of Class B Stock and one Class B Unit valued together at the price per share of the Company’s existing Common Stock to be paid by the Company in the redemption of its public stockholders in connection with the Closing (the “Redemption Price”). The Merger Consideration will be paid at the Closing based on an estimate of the indebtedness, cash and Purple’s transaction expenses, with a post-closing true-up payable in cash (unless the Company does not have sufficient cash reserves, in which case it can pay in additional Class B Stock and Class B Units, together valued at the Redemption Price) to the extent that the actual numbers vary from the estimates.

• Following a lock-up period, InnoHold will be entitled to exchange one share of Class B Stock and one Class B Unit together for one share of Class A Stock. Following the Closing, the Company will own all of the Class A membership units of Purple (the “Class A Units”). The Class B Stock will have one vote per share, voting together with the Company’s currently issued and outstanding shares of common stock (which will be renamed as the Class A Stock), but will have no economic rights. The Class A Units will be entirely owned by the Company and will have the sole voting rights in Purple while the Class B Units will have no voting rights in Purple (except as required by law or certain other limited matters). The Class A Units and the Class B Units will have equal economic rights per Unit. Following the Closing, InnoHold will hold a majority of the voting power of the Company and a majority of the economic interests in Purple.

• Pursuant to a Tax Receivable Agreement to be entered into at the Closing, the Company will share tax savings resulting from (A) the amortization of the anticipated step-up in tax basis in Purple’s assets as a result of (i) the Business Combination and (ii) the exchange of the Class B Units and the Class B Stock received in connection with the Business Combination for shares of Class A Stock and (B) certain other related transactions with InnoHold, based on the timing of when those tax savings are realized as follows: tax savings attributable to the Purple equity held by the Company will be paid 80% to InnoHold and retained 20% by the Company.

• Third party transaction expenses for the Business Combination will be paid at the Closing.

• To secure the payment of a certain portion of specified post-closing indemnification rights of the Company under the Merger Agreement, 500,000 shares of Class B Stock and 500,000 Class B Units otherwise issuable to InnoHold as Equity Consideration will be deposited in an escrow account for up to three years upon the Closing pursuant to a contingency escrow agreement, a form of which is attached as Annex N hereto.

• Global Partner Sponsor I LLC (the “Sponsor”) will: (a) forfeit 1,293,750 of its founder shares (or 33.3% of its 3,881,250 founder shares), (b) subject another 1,293,750 shares of Company common stock owned by it to vesting and forfeiture based on the common stock price performance of the Company over eight years following the consummation of the Business Combination and (c) transfer to InnoHold its 12,815,000 warrants, entitling the holder to purchase 6,407,500 shares of the Company’s common stock.

• Subject to stockholder approval, upon completion of the Business Combination, GPAC will be renamed “Purple Innovation, Inc.”

Immediately following the consummation of the Business Combination, GPAC will own 100% of the Class A Units, which will have the sole voting rights in Purple, and InnoHold will own 100% of the Class B Units, which will have no voting rights in Purple (except as required by law or certain other limited matters). Upon the exchange of all exchangeable common units of Purple, GPAC will own 100% of the common units of Purple.

Assuming (i) Net Parent Cash of $100.0 million, (ii) the exchange of all units issued as Equity Consideration, and (iii) that no equity awards are issued under the proposed equity incentive plan described below, GPAC’s public stockholders, InnoHold and our Sponsor would own approximately 11.7%, 85.6% and 2.7%, respectively, of the outstanding Common Stock. If the actual facts are different than these assumptions (and they are likely to be), the percentage ownership retained by GPAC’s existing stockholders will be different. You should read “Summary of the Proxy Statement and Business Combination — Consideration to InnoHold in the Business Combination and Related Transactions” for further information.

Our stockholders will also be asked to consider and vote upon:

(a) proposals to approve and adopt amendments to our amended and restated certificate of incorporation to (i) increase our authorized Common Stock and preferred stock, including the establishment of Class B Stock, (ii) rename our outstanding Common Stock to Class A Stock, (iii) eliminate the classification of our board of directors, (iv) designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions, (v) change our name from “Global Partner Acquisition Corp.” to “Purple Innovation, Inc.,” (vi) remove and change certain provisions related to our status as a blank check company and (vii) provide for certain additional non-substantive changes, all of which our board of directors believes are necessary to adequately address our post-Business Combination needs and are reflected in the proposed second amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex B (each of which we refer to as a “Certificate Proposal” and which we refer to collectively as the “Certificate Proposals”);

(b) a proposal to elect seven directors to serve on our board of directors, which we refer to as the “Director Election Proposal;”

(c) a proposal to approve and adopt the Purple Innovation, Inc. 2017 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C, which we refer to as the “Incentive Plan Proposal”;

(d) a proposal to approve, for purposes of complying with applicable NASDAQ Capital Market listing rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock, which we refer to as the “Share Issuance Proposal”; and

(e) a proposal to approve and adopt a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote, which we refer to as the “Adjournment Proposal.”

Each of these proposals is more fully described in the accompanying proxy statement.

Our Common Stock, warrants and units are currently listed on The NASDAQ Capital Market under the symbols “GPAC,” “GPACW” and “GPACU,” respectively. At the closing of the Business Combination, our units will separate into their component shares of Class A Stock and warrants so that the units will no longer trade separately under “GPACU.” We intend to apply for the continued listing of our Class A Stock and warrants on The NASDAQ Capital Market under the ticker symbols “PRPL” and “PRPLW,” respectively, following consummation of the Business Combination.

We have no specified maximum redemption threshold under our charter. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 10% of the public shares. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Our Sponsor and all of our officers and directors have agreed to vote their shares of Common Stock acquired by them prior to our initial public offering (collectively, the “Founder Shares”), as well as all shares of Common Stock acquired by our Sponsor during or after our initial public offering, in favor of the Business Combination. They have also agreed to waive their redemption rights for their Founder Shares in connection with the completion of the Business Combination. These Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, our Sponsor, officers and directors collectively own approximately 24% of our issued and outstanding shares of Common Stock (excluding warrant shares).

We are providing this proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement (and any documents incorporated into this proxy statement by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.” In making your decision with respect to the matters presented in this proxy statement, you should rely only on the information presented in this proxy statement of information contained in the Company’s public filings.

Our board of directors has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote “FOR” all of the proposals presented to our stockholders. When you consider the board recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1 — Approval of the Business Combination — Certain Benefits of GPAC’s Sponsor, Directors and Officers in the Business Combination.”

represented in person or by proxy and entitled to vote thereon actually cast at the special meeting of stockholders. Approval of each Certificate Proposal requires the affirmative vote of holders of a majority of our outstanding shares of our Common Stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. The Business Combination has already been approved by InnoHold and Purple’s board of directors.

Your vote is very important. If you are a registered stockholder, you must submit the enclosed proxy card. Whether or not you plan to attend the special meeting in person, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting. If you fail to return your proxy card and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have no effect on the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Certificate Proposals. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT GPAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GPAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND ANY SHARE CERTIFICATES DELIVERED BY YOU TO THE TRANSFER AGENT WILL BE RETURNED TO YOU. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

		Sincerely,
, 2017
		William Kerr Chairman of the Board of Directors

This proxy statement is dated , 2017 and is first being mailed to stockholders of the Company on or about , 2017.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

GLOBAL PARTNER ACQUISITION CORP.
1 Rockefeller Plaza, 11th Floor
New York, New York 10020

NOTICE OF SPECIAL MEETING IN LIEU OF 2017 ANNUAL MEETING
OF STOCKHOLDERS OF GLOBAL PARTNER ACQUISITION CORP.
To Be Held On , 2017

To the Stockholders of Global Partner Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2017 annual meeting of stockholders (the “special meeting”) of Global Partner Acquisition Corp., a Delaware corporation (“GPAC” or the “Company”), will be held on , 2017, at 10:00 a.m., Eastern time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. You are cordially invited to attend the special meeting for the following purposes:

(1) To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 2, 2017 (as it may be amended, the “Merger Agreement”), by and among the Company, PRPL Acquisition, LLC, a wholly-owned subsidiary of the Company (“Merger Sub”), Purple Innovation, LLC (“Purple”) and other parties named thereto, and the transactions contemplated thereby (the “Business Combination Proposal”);

(2) To consider and vote upon separate proposals to amend our amended and restated certificate of incorporation to, among other things:

• increase our authorized Common Stock and preferred stock, including the establishment of Class B Stock;

• rename our outstanding Common Stock to Class A Stock;

• eliminate the classification of our board of directors;

• designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions (the “Delaware Forum Proposal”);

• change our name from “Global Partner Acquisition Corp.” to “Purple Innovation, Inc.”;

• remove and change certain provisions related to our status as a blank check company; and

• provide for certain additional non-substantive changes,

all of which are reflected in the proposed second amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex B (collectively, the “Certificate Proposals”);

(3) To elect seven directors to serve on our board of directors (the “Director Election Proposal”);

(4) To consider and vote upon a proposal to approve and adopt the Purple Innovation, Inc. 2017 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (the “Incentive Plan Proposal”);

(5) To approve, for purposes of complying with applicable NASDAQ Capital Market listing rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock (the “Share Issuance Proposal”); and

(6) To approve and adopt a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”).

Only holders of record of our Common Stock at the close of business on , 2017 are entitled to notice of the special meeting of stockholders and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special

meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem their shares of our Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of our initial public offering and private placement to our Sponsor, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $121.7 million on September 30, 2017, the estimated per share redemption price would have been approximately $10.04. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. We have no specified maximum redemption threshold under our charter. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the closing of the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 10% of the public shares. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Our Sponsor and all of our officers and directors have agreed to vote their Founder Shares and all shares of our Common Stock acquired by our Sponsor during or after our initial public offering in favor of the Business Combination and have agreed to waive their redemption rights for their Founder Shares in connection with the completion of the Business Combination. These Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, our Sponsor, officers and directors collectively own approximately 24% of our issued and outstanding shares of Common Stock (excluding warrant shares).

Approval of the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon actually cast at the special meeting of stockholders. Approval of each Certificate Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. The Business Combination has already been approved by InnoHold and Purple’s board of managers.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200.

		By Order of the Board of Directors,
, 2017
		Andrew Cook Chief Financial Officer and Secretary

Table of Contents

		Page
SUMMARY OF THE PROXY STATEMENT AND BUSINESS COMBINATION		1
FREQUENTLY USED TERMS		13
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		16
SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF GPAC		32
SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF PURPLE		34
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		35
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		37
RISK FACTORS		39
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		75
COMPARATIVE SHARE INFORMATION		85
SPECIAL MEETING IN LIEU OF 2017 ANNUAL MEETING OF GPAC STOCKHOLDERS		86
PROPOSAL NO. 1 — APPROVAL OF THE BUSINESS COMBINATION		91
PROPOSAL NO. 2 — APPROVAL OF AMENDMENT TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK AND PREFERRED STOCK, INCLUDING THE ESTABLISHMENT OF CLASS B STOCK		122
PROPOSAL NO. 3 — APPROVAL OF AMENDMENT TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO RENAME GPAC’S OUTSTANDING COMMON STOCK TO CLASS A STOCK		125
PROPOSAL NO. 4 — APPROVAL OF AMENDMENT TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS		127
PROPOSAL NO. 5 — APPROVAL OF AMENDMENT TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADOPT DELAWARE AS EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS		129
PROPOSAL NO. 6 — APPROVAL OF AMENDMENT TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CHANGE GPAC’S NAME		131
PROPOSAL NO. 7 — APPROVAL OF AMENDMENT TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REMOVE CERTAIN PROVISIONS RELATING TO OUR STATUS AS A BLANK CHECK COMPANY		132
PROPOSAL NO. 8 — APPROVAL OF CERTAIN ADDITIONAL NON-SUBSTANTIVE CHANGES TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		134
PROPOSAL NO. 9 — ELECTION OF DIRECTORS TO THE BOARD		135
PROPOSAL NO. 10 — APPROVAL AND ADOPTION OF THE EQUITY INCENTIVE PLAN		136
PROPOSAL NO. 11 — APPROVAL OF ISSUANCE OF MORE THAN 20% OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK		143
PROPOSAL NO. 12 — THE ADJOURNMENT PROPOSAL		144
INFORMATION ABOUT GPAC		145
GPAC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		163
INFORMATION ABOUT PURPLE		169
PURPLE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		183
MANAGEMENT AFTER THE BUSINESS COMBINATION		193
DESCRIPTION OF SECURITIES		198
TRANSFER AGENT AND WARRANT AGENT		207
LISTING OF SECURITIES		207
BENEFICIAL OWNERSHIP OF SECURITIES		208
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		211
PRICE RANGE OF SECURITIES AND DIVIDENDS		215
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS		217
APPRAISAL RIGHTS		217

DELIVERY OF DOCUMENTS TO STOCKHOLDERS		217
SUBMISSION OF STOCKHOLDER PROPOSALS		217
FUTURE STOCKHOLDER PROPOSALS		218
WHERE YOU CAN FIND MORE INFORMATION		219
INDEX TO FINANCIAL STATEMENTS		F-1

ANNEX A — Merger Agreement		A-1
ANNEX B — Form of Second Amended and Restated Certificate of Incorporation		B-1
ANNEX C — Form of Purple Innovation, Inc. 2017 Equity Incentive Plan		C-1
ANNEX D — Form of Second Amended and Restated Limited Liability Company Agreement		D-1
ANNEX E — Form of Exchange Agreement		E-1
ANNEX F — Form of Tax Receivable Agreement		F-1
ANNEX G — Form of Registration Rights Agreement		G-1
ANNEX H — Form of Non-Competition and Non-Solicitation Agreement		H-1
ANNEX I — Form of Lock-Up Agreement		I-1
ANNEX J — Form of Sponsor Share Letter		J-1
ANNEX K — Form of Agreement to Assign SPONSOR Warrants		K-1
ANNEX L — Form of Amended and Restated Bylaws		L-1
ANNEX M-1 — FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH TERRY PEARCE		M-1-1
ANNEX M-2 — FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH TONY PEARCE		M-2-1
ANNEX N — FORM OF CONTINGENCY ESCROW AGREEMENT		N-1
ANNEX O – FORM OF PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (TO BE ENTERED INTO WITH TERRY PEARCE AND TONY PERCE)		O-1

SUMMARY OF THE PROXY STATEMENT AND BUSINESS COMBINATION

This summary highlights selected information from this proxy statement and the Business Combination and may not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

GPAC

GPAC is a blank check company incorporated in Delaware on May 19, 2015 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GPAC’s securities are traded on The NASDAQ Capital Market under the ticker symbols “GPAC,” “GPACW” and “GPACU.”

The mailing address of GPAC’s principal executive office is 1 Rockefeller Plaza, 11th Floor, New York, New York 10020.

There were 15,989,770 shares of GPAC’s Common Stock issued and outstanding as of November 2, 2017, consisting of:

• 12,108,520 shares originally sold as part of units in GPAC’s initial public offering and which are subject to redemption rights as described below; and

• 3,881,250 Founder Shares that were issued to our Sponsor prior to GPAC’s initial public offering. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (the “Founder Lock-Up”) until the earlier of (A) one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, the last sale price of our Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (B) the date on which GPAC completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of GPAC’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

In addition, there were 15,525,000 warrants to purchase 7,762,500 shares of Common Stock issued and outstanding as of November 2, 2017 that were issued and sold to the public in GPAC’s initial public offering (the “Public Warrants”). Each Public Warrant entitles the holder to purchase one-half of one share of Common Stock at a price of $5.75 per half share ($11.50 per full share). No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, GPAC will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Public Warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of GPAC’s initial public offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if GPAC does not complete a business combination by February 5, 2018, the Public Warrants will expire on such date. GPAC has agreed to use its best efforts following the completion of the Business Combination to file a new registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to cover the shares of Common Stock issuable upon the exercise of the Public Warrants. If GPAC is unable to deliver registered shares of Common Stock to the holder upon exercise of Public Warrants issued in connection with the public units during the exercise period, there will be no net cash settlement of these Public Warrants and they will expire worthless, unless they are exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Public Warrants become exercisable, GPAC may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of GPAC’s shares of Common Stock equals or exceeds $24.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before GPAC sends the notice of redemption to the Public Warrant holders. The holders of these Public Warrants do not have redemption rights in connection with the Business Combination.

There were also 12,815,000 warrants to purchase 6,407,500 shares of Common Stock issued and outstanding as of November 2, 2017 that were issued and sold to the Sponsor in connection with GPAC’s initial public offering (the “Sponsor Warrants”). Each Sponsor Warrant entitles the Sponsor to purchase one-half of one share of Common Stock at $5.75 per half share ($11.50 per full share). The Sponsor Warrants (including the Common Stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable except to permitted transferees until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Sponsor Warrants are held by someone other than the Sponsor or its permitted transferees, the Sponsor Warrants will be redeemable by GPAC and exercisable by such holders on the same basis as the Public Warrants. The Sponsor Warrants can also be exercised on a cashless basis so long as they are owned by the Sponsor or its permitted transferees. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions. If GPAC does not complete a business combination, then the proceeds from the Sponsor Warrants will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants will expire worthless. In connection with the Business Combination, the Sponsor will assign all of its 12,815,000 Sponsor Warrants to purchase 6,407,500 shares of Class A Stock to InnoHold. Following such assignment, the Sponsor will not own any Sponsor Warrants.

For more information about GPAC and its securities, see the sections entitled “Information About GPAC,” “GPAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Securities.”

Merger Sub

PRPL Acquisition, LLC (“Merger Sub”) is a newly-formed Delaware limited liability company and is a wholly-owned subsidiary of GPAC. Merger Sub was formed by GPAC for the purpose of entering into the Merger Agreement. Upon consummation of the Business Combination, we will acquire the Purple business through the merger of Merger Sub with and into Purple, with Purple being the survivor in the merger.

Purple

Purple Innovation, LLC, based in Alpine, Utah, was organized as a Delaware limited liability company on May 26, 2010 under the name WonderGel, LLC. The company changed its name to Purple Innovation, LLC on January 27, 2017. Purple is a comfort technology company with a differentiated portfolio of products aimed at improving how people sleep, sit and stand. Purple currently offers a portfolio of mattress, bedding and cushioning products through direct-to-consumer and retail channels. The mailing address of Purple’s principal executive office is 123 E. 200N., Alpine, UT 84004.

For more information about Purple, see the sections entitled “Information About Purple,” “Purple Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management After the Business Combination.”

Business Combination

Pursuant to the Agreement and Plan of Merger, dated as of November 2, 2017, by and among GPAC, Merger Sub, Purple and other parties named thereto, as it may be amended (the “Merger Agreement”), we will acquire the Purple business through the merger of Merger Sub with and into Purple, with Purple being the survivor in the merger. For more information about the transactions contemplated by the Merger Agreement, which is referred to herein as the “Business Combination,” see the section entitled “Proposal No. 1 — Approval of the Business Combination.” A copy of the Merger Agreement is attached to this proxy statement as Annex A.

Consideration to InnoHold in the Business Combination and Related Transactions

common stock of the Company (“Class B Stock”), and (iii) newly issued Class B membership units of Purple, as described below (“Class B Units,” and together with the Class B Stock, the “Equity Consideration”). The total merger consideration (the “Merger Consideration”) payable to InnoHold will be determined by a formula which deducts from Purple’s agreed upon enterprise value of $900 million the amount of Purple’s indebtedness and transaction expenses and adds the amount of cash held by Purple. The portion of the Merger Consideration attributable to the Cash Consideration will be determined by deducting from the sum of (i) the cash resources held by the Company at the closing of the Business Combination (the “Closing”) (after provision for the payment of the Company’s expenses and other liabilities and the amounts necessary to satisfy any public stockholder redemptions in connection with the Closing) (“Net Parent Cash”) and (ii) Purple’s remaining cash after paying its transaction expenses, an amount equal to $40 million, plus an amount equal to the excess, if any, of the Net Parent Cash over $100 million, up to an aggregate of an additional $10 million, with any amounts in excess of such $10 million to be allocated based on a split to be agreed upon by Purple and the Company between Cash Consideration and cash to be left on Purple’s balance sheet. The Equity Consideration will be equal in value to the remainder of the total consideration after calculating the Cash Consideration, with one share of Class B Stock and one Class B Unit valued together at the price per share of the Company’s existing Common Stock to be paid by the Company in the redemption of its public stockholders in connection with the Closing (the “Redemption Price”). The Merger Consideration will be paid at the Closing based on an estimate of the indebtedness, cash and Purple’s transaction expenses, with a post-closing true-up payable in cash (unless the Company does not have sufficient cash reserves, in which case it can pay in additional Class B Stock and Class B Units, together valued at the Redemption Price) to the extent that the actual numbers vary from the estimates.

• Following the lock-up period provided for in the Lock-Up Agreement (as defined below), InnoHold will be entitled to exchange one share of Class B Stock and one Class B Unit together for one share of Class A Stock. Following the Closing, the Company will own all of the Class A membership units of Purple (the “Class A Units”). The Class B Stock will have one vote per share, voting together with the Company’s currently issued and outstanding shares of common stock (which will be renamed as the Class A Stock), but will have no economic rights. The Class A Units will be entirely owned by the Company and will have the sole voting rights in Purple while the Class B Units will have no voting rights in Purple (except as required by law or certain other limited matters). The Class A Units and the Class B Units will have equal economic rights per Unit. Following the Closing, InnoHold will hold a majority of the voting power of the Company and a majority of the economic interests in Purple.

• Third party transaction expenses for the Business Combination will be paid at the Closing.

• Pursuant to the Sponsor Share Agreement (as defined below) and the Agreement to Assign Warrants (as defined below), Global Partner Sponsor I LLC (the “Sponsor”) will: (a) forfeit 1,293,750 of its founder shares (or 33.3% of its 3,881,250 founder shares), (b) subject another 1,293,750 shares of Company common stock owned by it to vesting and forfeiture based on the common stock price performance of the Company over eight years following the consummation of the Business Combination and (c) transfer to InnoHold its 12,815,000 warrants, entitling the holder to purchase 6,407,500 shares of the Company’s common stock.

Ownership Structure Following Completion of the Business Combination

The following diagram illustrates the ownership structure of the post-Business Combination company immediately following the Business Combination. In general (i) the number of shares of Class A Stock outstanding will always equal the number of Class A Units held by GPAC, and (ii) the number of shares of Class B Stock outstanding will always equal the number of Class B Units then outstanding.

Ownership of GPAC

The following table illustrates varying ownership levels on a fully diluted basis assuming varying levels of redemptions by GPAC stockholders:

Assumptions

	No Shares of Common Stock are Redeemed	Percentage of Outstanding Shares		Maximum Amount of Shares of Common Stock Held by Public Stockholders are Redeemed (Other Than Founder Shares)	Percentage of Outstanding Shares
GPAC public stockholders	12,108,520	12.7	%	11,058,009	11.7	%
Sponsor	2,587,500	2.7	%	2,587,500	2.7	%
InnoHold	80,936,517	84.6	%	80,991,017	85.6	%

See “Summary of the Proxy Statement and Business Combination — Consideration to InnoHold in the Business Combination and Related Transactions” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Ownership of Purple

Immediately following the consummation of the Business Combination, GPAC will own 100% of the Class A limited liability company common units of Purple (“Class A Units”), which will have the sole voting rights in Purple, and InnoHold will own 100% of the Class B Units, which will have no voting rights in Purple (except as required by law or certain other limited matters). Upon the exchange of all exchangeable common units of Purple, GPAC will own 100% of the common units of Purple.

Source of Funds for the Business Combination

We intend to pay any redemption of Common Stock, the Cash Consideration, and Business Combination transaction expenses of approximately $11.4 million primarily with the proceeds from the Trust Account remaining following the redemption of our Common Stock, as described herein. The remainder of the consideration in the Business Combination will consist of the Equity Consideration, the Purple Warrants and the rights under the Tax Receivable Agreement.

Included in the Business Combination transaction fees, costs and expenses are $4.0 million in deferred underwriting compensation to the underwriters of our initial public offering, and financial advisors fees, regulatory fees, legal fees, accounting fees, printer fees and other professional fees incurred by GPAC, our Sponsor or Purple in connection with the identification, investigation, negotiation and consummation of the Business Combination. In particular, we will reimburse loans made to us by our Sponsor to fund the Business Combination costs and expenses prior to the completion of the Business Combination, which amount is expected to be approximately $1.0 million upon the consummation of the Business Combination.

If not all of the funds released from the Trust Account are used for payment of the Cash Consideration, the Business Combination transaction expenses and redemptions of our Common Stock in connection with the Business Combination, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations post-Business Combination, the payment of principal or interest due on indebtedness assumed in connection with the Business Combination, to fund the purchase of other companies or for working capital.

If the aggregate cash payments we would be required to pay for all shares of Common Stock that are validly submitted for redemption plus the Cash Consideration and transaction expenses pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, including pursuant to any additional equity or debt financing we may procure, we will not complete the Business Combination or redeem any shares, and all shares of Common Stock submitted for redemption will be returned to the holders thereof.

Reasons for the Business Combination

We were organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

In considering the proposed Business Combination, our board considered in particular the following positive factors, although not weighted or in any order of significance:

• Attractive financial profile. Purple has an attractive financial profile characterized by a combination of hyper-growth, scale, and profitability. Purple achieved annualized net revenue of $156 million as of the second quarter of 2017 and experienced 276% period-over-period net revenue growth for the six months ended June 30, 2017. GPAC believes that Purple is well positioned to continue its dynamic growth trajectory. Purple was profitable for the year ended December 31, 2016 and for the six months ended June 30, 2017 and GPAC believes Purple will realize margin efficiency and increase profitability as its business continues to scale.

• Differentiated products. Purple has developed or licensed differentiated, patent protected (76 granted and pending patents either owned by Purple or for which Purple has an exclusive right to use) sleep and comfort technology products at compelling prices, which GPAC believes provides Purple with a strong competitive position. Purple’s direct-to-consumer online shopping model makes the mattress shopping experience process simple, intuitive and enjoyable. GPAC believes that Purple’s intellectual property and expertise provide strong competitive advantages. Purple’s founders have a strong track record of innovation over the past 20 years and GPAC believes that Purple’s design, development and manufacturing expertise will enable it to continue to release innovative new products in the future. Purple also has a disruptive and rapidly-growing business model that traditional consumer-focused and technology-focused investors may find compelling.

• Purpose-built vertically integrated manufacturing and technology. Purple has vertically integrated manufacturing processes and equipment that also have patent protection, which allows Purple to efficiently manufacture its differentiated high-performing products. Purple’s direct supplier relationships and manufacturing capabilities allow it to maintain high-quality standards and scale quickly as it expands and enters new markets.

• Experienced and proven management team. Purple is led by a seasoned team of industry experts that have helped to create and define the sleep and comfort technology category and who are highly qualified to execute Purple’s strategic vision.

• Powerful and emotional brand connection. Many of Purple’s customers share their experiences with their families and friends and on social media. Purple’s vertical integration and direct-to-consumer distribution channel have proven highly successful and are strengthened by opportunities to expand sales through retail partnerships. Purple’s highly-effective social marketing has created strong brand awareness and has driven significant consumer demand.

• Increase market penetration and expand product portfolio. Purple has additional avenues through which it can continue to grow, including additional new sleep, sit and stand products, as well as product line extensions, including selling through “brick and mortar” retailers and expanding its sales outside of the United States. In addition, GPAC believes Purple is well-positioned to capitalize on the powerful trends disrupting the mattress industry, including consumer demand for superior mattress products at competitive prices and shifts in consumer preference to online purchases. The $18 billion mattress industry is large and growing and is being disrupted by direct-to-consumer distribution models. Purple is a leader in the direct-to-consumer market and is driving industry disruption.

In making its recommendation, our board of directors also considered, among other things, the following potential deterrents to the Business Combination:

• the risk that some of the current public stockholders would vote against the Business Combination Proposal or exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account, which our board concluded was substantially mitigated because of the fact that public stockholders may vote for the Business Combination Proposal while also exercising their redemption rights, which mitigates any incentive for a public stockholder to vote against the Business Combination Proposal, especially to the extent that they hold Public Warrants, which would likely be worthless if the Business Combination is not completed;

• the risk that the announcement of the transaction and potential diversion of Purple’s management and employee attention may adversely affect Purple’s operations;

• the risk that certain key employees of Purple might not choose to remain with the company post-closing;

• the risks associated with the sleep and comfort products industry in general;

• the risk associated with macroeconomic uncertainty and the effects it could have on Purple’s revenues;

• the risk of competition in the industry, including the potential for new entrants;

• the risk that the Business Combination might not be consummated in a timely manner or that the closing of the Business Combination might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of the GPAC stockholders;

• the inability to maintain the listing of the Common Stock on The Nasdaq Capital Market prior to or following the Business Combination;

• the significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination;

• the potential conflicts of interest of our Sponsor, officers and directors in the Business Combination; and

• the other risks described in the “Risk Factors” section of this proxy statement.

The board of directors concluded that these negative factors did not diminish or outweigh the benefits for entering into the Business Combination.

No Opinion of Financial Advisor

Our board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Our officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds, together with the experience and sector expertise of our financial advisors enabled them to make the necessary analyses and determinations regarding the business combination with Purple. In addition, our officers and directors and our advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of our board of directors in valuing Purple’s business, and assuming the risk that the board of directors may not have properly valued such business.

Redemption Rights

Pursuant to our amended and restated certificate of incorporation, in connection with the Business Combination, holders of our public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our amended and restated certificate of incorporation. As of September 30, 2017, this would have amounted to approximately $10.04 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the Company. Such a holder will be entitled to receive cash for its public shares only if it (i) affirmatively votes for or against the Business Combination Proposal and (ii) properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting of stockholders. See the section entitled “Special Meeting in Lieu of the 2017 Annual Meeting of GPAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, our directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the trust account. None of the Sponsor, our directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, our directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the trust account. We are not aware of any plans by the Sponsor, our directors, officers or advisors or their respective affiliates to purchase shares from stockholders in anticipation of the vote.

Other Stockholder Proposals

The stockholders of GPAC will also be asked to vote on proposals to approve a second amended and restated certificate of incorporation for GPAC, to elect seven directors to serve on the board upon the closing of the Business Combination, to adopt a stock incentive plan, to approve the issuance of more than 20% of the Company’s issued and outstanding Common Stock for NASDAQ Capital Market listing rules purposes, and if necessary, to adjourn the special meeting.

Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation to Increase GPAC’s Authorized Common Stock and Preferred Stock

Upon the closing of the Business Combination, our amended and restated certificate of incorporation will be amended to increase our authorized Common Stock and preferred stock to 305 million shares of Common Stock, including 210 million shares of Class A Stock and 90 million shares of Class B Stock, and 5 million shares of preferred stock, respectively. See the section entitled “Proposal No. 2 — Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation To Increase GPAC’s Authorized Common Stock and Preferred Stock, Including the Establishment of Class B Stock” for additional information.

Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation to Rename GPAC’s Outstanding Common Stock to Class A Stock

Upon the closing of the Business Combination, our amended and restated certificate of incorporation will be amended to rename our outstanding Common Stock to Class A Stock. See the section entitled “Proposal No. 3 — Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation To Rename GPAC’s Outstanding Common Stock” for additional information.

Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation to Eliminate the Classification of our Board of Directors

Upon the closing of the Business Combination, our amended and restated certificate of incorporation will be amended to eliminate the classification of our board of directors. See the section entitled “Proposal No. 4 — Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation to Eliminate the Classification of the Board of Directors” for additional information.

Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation to Adopt Delaware as the Exclusive Forum for Certain Stockholder Litigation

Upon the closing of the Business Combination, our amended and restated certificate of incorporation will be amended to provide that Delaware courts shall be the exclusive forum for certain stockholder litigation (the “Delaware Forum Proposal”). See the section entitled “Proposal No. 5 — Approval of Amendment to GPAC’s

Amended and Restated Certificate of Incorporation to Adopt Delaware As Exclusive Forum For Certain Legal Actions” for additional information.

Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation to change GPAC’s name

Upon the closing of the Business Combination, our amended and restated certificate of incorporation will be amended to change our name to Purple Innovation, Inc. See the section entitled “Proposal No. 6 — Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation To Change GPAC’s Name” for additional information.

Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation to Remove Certain Provisions Relating to our Status as a Blank Check Company

Upon the closing of the Business Combination, our amended and restated certificate of incorporation will be amended promptly to remove certain provisions relating to our status as a blank check company, including to establish GPAC’s perpetual existence and remove certain corporate opportunity waivers. See the section entitled “Proposal No. 7 — Approval of Amendment to GPAC’s Amended and Restated Certificate of Incorporation To Remove Certain Provisions Relating to our Status as a Blank Check Company” for additional information.

Approval of Certain Non-Substantive Changes to GPAC’s Amended and Restated Certificate of Incorporation

Upon the closing of the Business Combination, our amended and restated certificate of incorporation will be amended promptly to reflect certain non-substantive changes. See the section entitled “Proposal No. 8 — Approval of Certain Additional Non-Substantive Changes to GPAC’s Amended and Restated Certificate of Incorporation” for additional information.

Board of Directors of the Company Following the Business Combination

Upon the closing of the Business Combination, our board of directors will consist of seven directors who will serve until the 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified. Upon the closing of the Business Combination, our board of directors will consist of the following persons: Pano Anthos, Sam Bernards, Gary DiCamillo, Terry Pearce, Tony Pearce, and . See the sections entitled “Proposal No. 9 — Election of Directors to the Board” and “Management After the Business Combination.”

Adoption of the Incentive Plan

Our board of directors has unanimously approved and adopted the Purple Innovation, Inc. 2017 Equity Incentive Plan and recommended that GPAC’s stockholders approve and adopt such plan. The purpose of this plan will be to enhance the profitability and value of GPAC for the benefit of its stockholders by enabling GPAC to offer eligible employees, directors and consultants equity-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and GPAC stockholders.

The Purple Innovation, Inc. 2017 Equity Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards.

Directors, officers and other employees and subsidiaries and affiliates, as well as others performing consulting or advisory services for the Company and its subsidiaries, will be eligible for grants under the Purple Innovation, Inc. 2017 Equity Incentive Plan.

The aggregate number of shares of Common Stock which may be issued or used for reference purposes under the Purple Innovation, Inc. 2017 Equity Incentive Plan or with respect to which awards may be granted may not exceed, which is approximately 7.5% of our Common Stock following the completion of the Business Combination, assuming (i) there are no redemptions and no new equity awards, (ii) the exchange of all Class B Units and shares of Class B Stock issued as Equity Consideration and (iii) the vesting of all shares.

See the section entitled “Proposal No. 10 — Approval and Adoption of the Equity Incentive Plan” for additional information.

Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Common Stock for NASDAQ Capital Market Listing Rules Purposes

The NASDAQ Capital Market listing rules require that we obtain stockholder approval for issuances of securities in excess of 20% of our issued and outstanding Common Stock prior to the issuance. In connection with the approval of the Business Combination Proposal, you will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NASDAQ Capital Market listing rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock. See the section entitled “Proposal No. 11 — Approval of Issuance of More than 20% of the Company’s Issued and Outstanding Common Stock” for additional information.

Adjournment Proposal

GPAC proposes that the stockholders approve and adopt a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. See the section entitled “Proposal No. 12 — Adjournment Proposal” for additional information.

Closing Conditions to the Business Combination

The closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement. For more information about the closing conditions to the Business Combination, see the section entitled “Proposal No. 1 — Approval of the Business Combination — The Merger Agreement.”

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the consummation of the Business Combination in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section entitled “Proposal No. 1 — Approval of the Business Combination — The Merger Agreement.”

Accounting Treatment of the Business Combination

This transaction is between a public shell (GPAC) and an operating company (Purple). Purple’s parent, InnoHold, will obtain voting control of GPAC. Since GPAC is the legal acquirer of Purple, InnoHold will maintain control of Purple at the time of the transaction. Purple’s senior management will comprise the senior management of the combined company and a majority of the directors of the company post- transaction will be the previous investors in InnoHold and Purple or individuals identified by Purple for election to the Board. As such the net assets will be accounted for on a carryover basis with no goodwill or other intangible assets recorded. Operations prior to the merger will be those of Purple. This determination was primarily based on Purple comprising the ongoing operations of the combined company.

Appraisal Rights

Appraisal rights are not available to our stockholders in connection with the Business Combination.

Recommendation to GPAC Stockholders

In considering the recommendation of GPAC’s board of directors to vote for the proposals presented at the special meeting of stockholders, you should be aware that our Sponsor, officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. The members of our board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting. These interests include, among other things:

these shares subject to vesting), which would have a total value at November 2, 2017 of approximately $26.4 million based on the closing price of the shares of our Common Stock as reported by The NASDAQ Capital Market on November 2, 2017 (the “November 2, 2017 Stock Price”), which is significantly higher than the aggregate purchase price of $25,000 at which these shares were originally purchased;

• the fact that the Founder Shares have no redemption rights in the Business Combination but that our Sponsor, officers and directors will be entitled to redemption rights with respect to any public shares they hold if we fail to consummate a business combination on or prior to February 5, 2018;

• the fact that under our registration rights agreement with our Sponsor (the “Sponsor Registration Rights Agreement”), our Sponsor will be entitled to make up to three demands, excluding short form registration demands, that we register its Founder Shares and other securities that may be issued in repayment of the Sponsor loans for sale under the Securities Act and will have “piggy-back” registration rights;

• the fact that following the consummation of the Business Combination, we intend to file a registration statement to register for resale the shares of Common Stock issuable upon exercise of the Public Warrants and the Founder Shares, which will permit the public resale of such securities;

• the fact that following the expiration of the applicable lock-up periods, all shares of Common Stock owned by the Sponsor, our officers and directors will be freely tradable once registered as described above;

• the fact that the Administrative Services Agreement with our Sponsor will terminate if the Business Combination is consummated;

• the fact that we will reimburse loans made to us by our Sponsor to fund the Business Combination costs and expenses prior to the completion of the Business Combination, which amount is expected to be approximately $1.0 million upon the consummation of the Business Combination;

• the fact that in order to protect the amounts held in the Trust Account, Paul Zepf, our Chief Executive Officer, has agreed to be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets other than due to the failure to obtain such waiver, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that we complete the Business Combination, Mr. Zepf’s indemnity obligations will cease;

• the continuation of certain of our directors as directors following the Business Combination, which will entitle them to compensation as non-employee directors post-Business Combination as described under “Management After the Business Combination — Director Compensation;” and

• the continued indemnification of current directors and officers of GPAC and the continuation of directors’ and officers’ liability insurance after the Business Combination.

As a result, our Sponsor, officers and directors have financial incentives to see a business combination consummated. These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal and the transactions contemplated thereby.

Quorum and Required Vote for Proposals for the Special Meeting of Stockholders

A quorum of GPAC stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Common Stock outstanding and entitled to vote at the special meeting

of stockholders is represented in person or by proxy. Abstentions (but not broker non-votes) will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of our Common Stock that are represented in person or by proxy and entitled to vote thereon and actually cast at the special meeting of stockholders. Accordingly, abstentions and broker non-votes will have no effect on these proposals.

The approval of each Certificate Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock. Accordingly, abstentions and broker non-votes will have the same effect as a vote “AGAINST” a Certificate Proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, abstentions and broker non-votes will have no effect on the Director Election Proposal.

The Business Combination Proposal is conditioned on the Share Issuance Proposal, each Certificate Proposal, the Incentive Plan Proposal and the Director Election Proposal. The Share Issuance Proposal, each Certificate Proposal, the Incentive Plan Proposal and the Director Election Proposal are each conditioned on the approval of the Business Combination Proposal. The Share Issuance Proposal, the Director Election Proposal and the Incentive Plan Proposal are each conditioned on the approval of the Certificate Proposals. If the Share Issuance Proposal, the Certificate Proposals, the Incentive Plan Proposal and the Director Election Proposal are not approved, the Business Combination Proposal will have no effect, even if the Business Combination Proposal is approved by the requisite vote. If the Business Combination Proposal is not approved, the Share Issuance Proposal, the Certificate Proposals, the Incentive Plan Proposal and the Director Election Proposal will have no effect, even if those proposals are approved by the requisite vote.

As of the record date, our Sponsor, officers and directors have agreed to vote their Founder Shares and all shares of Common Stock acquired by our Sponsor during or after our initial public offering in favor of the Business Combination. Currently, our Sponsor, officers and directors collectively own approximately 24% of our issued and outstanding shares of Common Stock (excluding warrant shares).

Risk Factors

In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

FREQUENTLY USED TERMS

In this document, unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “GPAC” refer to Global Partner Acquisition Corp, and, following the consummation of the Business Combination and our acquisition of Purple, the post-Business Combination company.

The terms “combined company” and “post-Business Combination company” refer to GPAC following the consummation of the Business Combination and our acquisition of Purple.

In this document:

“Adjournment Proposal” means a proposal to adjourn the special meeting of the stockholders of GPAC to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

“broker non-vote” means the inability of a broker or nominee, under applicable stock exchange rules, to vote shares with respect to a matter by reason of the failure of a GPAC stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Merger Agreement.

“Business Combination Proposal” means the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby.

“Cash Consideration” means the cash payment to InnoHold in the Business Combination, which amount is determined by deducting from the sum of (i) the cash resources held by the Company at the closing of the Business Combination and (ii) Purple’s remaining cash after paying its transaction expenses, an amount equal to $40.0 million, plus an amount equal to the excess, if any, of the Net Parent Cash over $100.0 million, up to an aggregate of an additional $10.0 million, with any amounts in excess of such $10.0 million to be allocated based on a split to be agreed upon by Purple and the Company between Cash Consideration and cash to be left on Purple’s balance sheet.

“Certificate Proposals” means the proposals to approve and adopt GPAC’s second amended and restated certificate of incorporation, a copy of which is attached as Annex B to this proxy statement, to (i) increase our authorized Common Stock and preferred stock, including the establishment of Class B Stock, (ii) rename our outstanding Common Stock to Class A Stock, (iii) eliminate the classification of our board of directors, (iv) designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions, (v) change our name from “Global Partner Acquisition Corp.” to “Purple Innovation, Inc.,” (vi) remove and change certain provisions related to our status as a blank check company and (vii) provide for certain additional non-substantive changes.

“Code” means the Internal Revenue Code of 1986, as amended.

“Class A Stock” means the shares of Class A common stock, par value $0.0001 per share, of the Company, following the Business Combination.

“Class A Units” means the Class A Units of Purple.

“Class B Stock” means the shares of Class B common stock, par value $0.0001 per share, of the Company, following the Business Combination.

“Class B Units” means the Class B Units of Purple.

“Common Stock” means the common stock of the Company prior to the Business Combination and the Class A Stock and the Class B Stock following the Business Combination.

“Consideration” means collectively the Equity Consideration, the Cash Consideration, the Purple Warrants and the rights under the Tax Receivable Agreement.

“Delaware Forum Proposal” means the Certificate Proposal to designate the Court of Chancery of the State of Delaware as the sole exclusive forum for specified legal actions.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director Election Proposal” means the proposal to elect Pano Anthos, Sam Bernards, Gary DiCamillo, Terry Pearce, Tony Pearce, and to serve as directors on the Company’s board of directors, subject to the closing of the Business Combination.

“Equity Consideration” means the Class B Units and the Class B Stock, that together are exchangeable for shares of Class A Stock, and issued to InnoHold as part of the Consideration in the Business Combination.

“Equity Incentive Plan” means the Purple Innovation, Inc. 2017 Equity Incentive Plan, a copy of which is attached as Annex C to this proxy statement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agreement” means the Exchange Agreement providing for the exchange of the Equity Consideration for Class A Stock attached to this proxy statement as Annex E.

“Founder Lock-Up” means the lock-up on the Sponsor’s Founder Shares agreed to at the time of our initial public offering.

“Founder Shares” means the shares of Common Stock acquired by the Sponsor prior to GPAC’s initial public offering.

“GAAP” means generally accepted accounting principles in the United States.

“GPAC” means Global Partner Acquisition Corp., a Delaware corporation.

“Incentive Plan Proposal” means the proposal to adopt the Equity Incentive Plan.

“InnoHold” means InnoHold, LLC, the sole equity holder of Purple.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of November 2, 2017, by and among GPAC, Purple, Merger Sub and other parties named therein, as it may be amended from time to time.

“Merger Sub” means PRPL Acquisition, LLC, a Delaware limited liability company.

“Net Parent Cash” means the cash resources held by the Company at the closing of the Business Combination, after provision for the payment of the Company’s expenses and other liabilities and the amounts necessary to satisfy any public stockholder redemptions in connection with the closing.

“Operating Agreement” means the Amended and Restated Limited Liability Company Agreement of Purple that will become effective upon the consummation of the Business Combination.

“PCAOB” means the Public Company Accounting Oversight Board.

“proposed certificate” means the second amended and restated certificate of incorporation of GPAC being proposed for approval by GPAC’s stockholders, a copy of which is attached as Annex B to this proxy statement.

“public shares” means shares of Common Stock issued in GPAC’s initial public offering.

“Public Warrants” means the 15,525,000 warrants to purchase 7,762,500 shares of Common Stock issued in GPAC’s initial public offering.

“Purple” means Purple Innovation, LLC, a Delaware limited liability company.

“Purple Warrants” means the 12,815,000 warrants to purchase 6,407,500 shares of Class A Stock to be assigned by the Sponsor to InnoHold in connection with the Business Combination.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Issuance Proposal” means the proposal to approve the issuance of more than 20% of the Company’s outstanding Common Stock in connection with the Business Combination for purposes of complying with applicable Nasdaq Capital Market listing rules.

“Sponsor” means Global Partner Sponsor I LLC.

“Sponsor Registration Rights Agreement” means the Registration Rights Agreement, dated as of July 29, 2015, by and between the Company and the Sponsor.

“Sponsor Warrants” means the 12,815,000 warrants to purchase 6,407,500 shares of Class A Stock owned by the Sponsor. The Sponsor will assign the Sponsor Warrants to InnoHold in connection with the Business Combination.

“Tax Receivable Agreement” means the Tax Receivable Agreement which is attached to this proxy statement as Annex F.

“Transfer Agent” means Continental Stock Transfer & Trust Company acting as transfer agent for the Common Stock.

“Trust Account” means the trust account with Continental Stock Transfer & Trust Company acting as trustee which holds a total of approximately $121.7 million as of September 30, 2017.

“Units” means the units issued in connection with GPAC’s initial public offering, each of which consisted of one share of Common Stock and one Public Warrant.

“Vesting Period” means the eight year period following consummation of the Business Combination.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to our stockholders. We urge stockholders to carefully read this entire proxy statement, including the annexes and the other documents referred to herein.

Q: Why am I receiving this proxy statement?

A: We have entered into the Merger Agreement pursuant to which, through a series of transactions, we will acquire the Purple business through the merger of Merger Sub, a newly-formed wholly-owned subsidiary of GPAC, with and into Purple with Purple being the survivor in the merger. The Merger Agreement and the transactions contemplated by this agreement are referred to as the “Business Combination.” A copy of the Agreement and Plan of Merger is attached to this proxy statement as Annex A. Our stockholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination, including the Merger Agreement, among other proposals, described below. This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q: What is being voted on at the special meeting?

A: Below are proposals on which our stockholders are being asked to vote:

1. to approve and adopt the Merger Agreement (this proposal is referred to herein as the “Business Combination Proposal”);

2. to approve an amendment to our amended and restated certificate of incorporation to increase GPAC’s authorized common stock and authorized preferred stock, including the establishment of Class B Stock;

3. to approve an amendment to our amended and restated certificate of incorporation to rename our outstanding Common Stock to Class A Stock;

4. to approve an amendment to our amended and restated certificate of incorporation to eliminate the classification of our board of directors;

5. to approve an amendment to our amended and restated certificate of incorporation to adopt Delaware as the exclusive forum for certain stockholder litigation;

6. to approve an amendment to our amended and restated certificate of incorporation to change our name to Purple Innovation, Inc.;

7. to approve an amendment to our amended and restated certificate of incorporation to remove certain provisions related to our status as a blank check company;

8. to approve certain additional non-substantive changes to our amended and restated certificate of incorporation;

(Proposals 2 through 8 are collectively referred to herein as the “Certificate Proposals”)

9. to elect Pano Anthos, Sam Bernards, Gary DiCamillo, Terry Pearce, Tony Pearce, and to serve as directors on our board of directors (this proposal is referred to herein as the “Director Election Proposal”);

10. to approve and adopt the Purple Innovation, Inc. 2017 Equity Incentive Plan (this proposal is referred to herein as the “Incentive Plan Proposal”);

11. to approve the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination for purposes of complying with applicable NASDAQ Capital Market listing rules (this proposal is referred to herein as the “Share Issuance Proposal”); and

12. to approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented at the special meeting of stockholders (this proposal is referred to herein as the “Adjournment Proposal”). This proposal will only be presented at the special meeting if there are not sufficient votes to approve one or more of the other proposals presented to stockholders for vote.

Q: Are the proposals conditioned on one another?

A: Yes.

• the Business Combination Proposal is conditioned on the approval of the Share Issuance Proposal, each Certificate Proposal, the Incentive Plan Proposal and the Director Election Proposal;

• the Share Issuance Proposal, each Certificate Proposal, the Incentive Plan Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal; and

• the Share Issuance Proposal, the Director Election Proposal and the Incentive Plan Proposal are each conditioned on the approval of the Certificate Proposals.

If the Share Issuance Proposal, the Certificate Proposals, the Incentive Plan Proposal and the Director Election Proposal are not approved, the Business Combination Proposal will have no effect, even if the Business Combination Proposal is approved by the requisite vote.

If the Business Combination Proposal is not approved, the Share Issuance Proposal, the Certificate Proposals, the Incentive Plan Proposal and the Director Election Proposal will have no effect, even if those proposals are approved by the requisite vote.

The Adjournment Proposal does not require the approval of any other proposal to be effective and will only be presented at the special meeting if there are not sufficient votes to approve one or more of the other proposals.

Q: Why is GPAC proposing the Business Combination Proposal?

A: We were organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

In considering the Business Combination, our board of directors considered in particular the following positive factors:

•

Attractive financial profile. Purple has an attractive financial profile characterized by a combination of hyper-growth, scale, and profitability. Purple achieved annualized net revenue of $156 million as of the second quarter of 2017 and experienced 276% period-over-period net revenue growth for the six months ended June 30, 2017. GPAC believes that Purple is well positioned to continue its dynamic growth trajectory. Purple was profitable for the year ended December 31, 2016 and for the six months ended June 30, 2017 and GPAC believes Purple will realize margin efficiency and increase profitability as its business continues to scale.

•

Differentiated products. Purple has developed or licensed differentiated, patent protected (76 granted and pending patents either owned by Purple or for which Purple has an exclusive right to use) sleep and comfort technology products at compelling prices, which GPAC believes provides Purple with a strong competitive position. Purple’s direct-to-consumer online shopping model makes the mattress shopping experience process simple, intuitive and enjoyable. GPAC believes that Purple’s intellectual property and expertise provide strong competitive advantages. Purple’s founders have a strong track record of innovation over the past 20 years and GPAC believes that Purple’s design, development and manufacturing expertise will enable it to continue to release innovative new products in the future. Purple also has a disruptive and rapidly-growing business model that traditional consumer-focused and technology-focused investors may find compelling.

•

Purpose-built vertically integrated manufacturing and technology. Purple has vertically integrated manufacturing processes and equipment that also have patent protection, which allows Purple to efficiently manufacture its differentiated high-performing products. Purple’s direct supplier relationships and manufacturing capabilities allow it to maintain high-quality standards and scale quickly as it expands and enters new markets.

•

Experienced and proven management team. Purple is led by a seasoned team of industry experts that have helped to create and define the sleep and comfort technology category and who are highly qualified to execute Purple’s strategic vision.

•

Powerful and emotional brand connection. Many of Purple’s customers share their experiences with their families and friends and on social media. Purple’s vertical integration and direct-to-consumer distribution channel have proven highly successful and are strengthened by opportunities to expand sales through retail partnerships. Purple’s highly-effective social marketing has created strong brand awareness and has driven significant consumer demand.

•

Increase market penetration and expand product portfolio. Purple has additional avenues through which it can continue to grow, including additional new sleep, sit and stand products, as well as product line extensions, including selling through “brick and mortar” retailers and expanding its sales outside of the United States. In addition, GPAC believes Purple is well-positioned to capitalize on the powerful trends disrupting the mattress industry, including consumer demand for superior mattress products at competitive prices and shifts in consumer preference to online purchases. The $18 billion mattress industry is large and growing and is being disrupted by direct-to-consumer distribution models. Purple is a leader in the direct-to-consumer market and is driving industry disruption.

In making its recommendation, our board of directors also considered, among other things, the following potential deterrents to the Business Combination:

• the risk that the announcement of the transaction and potential diversion of Purple’s management and employee attention may adversely affect Purple’s operations;

• the risk that certain key employees of Purple might not choose to remain with the company post-closing;

• the risks associated with the sleep products industry in general;

• the risk associated with macroeconomic uncertainty and the effects it could have on Purple’s revenues;

• the risks associated with Purple’s debt;

• the risk of competition in the industry, including the potential for new entrants;

• the inability to maintain the listing of the Common Stock on The Nasdaq Capital Market prior to or following the Business Combination;

• the significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination;

• the potential conflicts of interest of our Sponsor, officers and directors in the Business Combination; and

• the other risks described in the “Risk Factors” section of this proxy statement.

The board of directors concluded that these negative factors did not diminish or outweigh the benefits for entering into the Business Combination.

Q: What will happen in the Business Combination?

A: The Business Combination consists of a series of transactions pursuant to which we will acquire the Purple business through the merger of Merger Sub with and into Purple, with Purple being the survivor in the merger. GPAC’s name will be changed to Purple Innovation, Inc.

• Third party transaction expenses for the Business Combination will be paid at the Closing.

Q: What are the terms for the exchange of the exchangeable units of Purple into Class A Stock?

A: The Class B Units and the Class B Stock issued to InnoHold in the Business Combination will be exchangeable into shares of Class A Stock following a lock-up period on the first business day of any calendar month or upon a change of control. The initial exchange ratio will be (i) one Class B Unit plus (ii) one share of Class B Stock, for one share of Class A Stock, in each case subject to certain adjustments. Upon the exchange of all exchangeable common units of Purple, GPAC will own 100% of the common units of Purple.

Q: What equity stake will current GPAC stockholders and former Purple stockholders hold in the Company after the closing?

A: Assuming (i) Net Parent Cash of $100.0 million, (ii) the exchange of all units issued as Equity Consideration, and (iii) that no equity awards are issued under the proposed equity incentive plan described below, GPAC’s public stockholders, InnoHold and our Sponsor would own approximately 11.7%, 85.6% and 2.7%, respectively, of the outstanding Common Stock. If the actual facts are different than these assumptions (and they are likely to be), the percentage ownership retained by GPAC’s existing stockholders will be different.

The following table illustrates varying share ownership levels and ownership percentages (in parenthesis) assuming varying levels of redemptions by GPAC stockholders:

Assumptions

	No Shares of Common Stock are Redeemed	Percentage of Outstanding Shares		Maximum Amount of Shares of Common Stock Held by Public Stockholders are Redeemed (Other Than Founder Shares)	Percentage of Outstanding Shares
GPAC public stockholders	12,108,520	12.7	%	11,058,009	11.7	%
Sponsor	2,587,500	2.7	%	2,587,500	2.7	%
InnoHold	80,936,517	84.6	%	80,991,017	85.6	%

Q: Did GPAC’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: Our board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Our officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of our financial advisors enabled them to make the necessary analyses and determinations regarding the business combination with Purple. In addition, our officers and directors and our advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of our board of directors in valuing Purple’s business, and assuming the risk that the board of directors may not have properly valued such business.

Q: Following the Business Combination, will the GPAC securities continue to trade on a stock exchange?

A: Yes, our Class A Stock and warrants will continue to be listed on The NASDAQ Capital Market. At the closing of the Business Combination, our units, which currently are traded under the symbol “GPACU,” will separate into their component shares of our Class A Stock and warrants and no longer trade separately. Our Common Stock and warrants currently trade under the symbols “GPAC” and “GPACW,” respectively. We intend to apply for the continued listing of our Class A Stock and warrants on The NASDAQ Capital Market under the ticker symbols “PRPL” and “PRPLW,” respectively, following consummation of the Business Combination.

Q: How has the announcement of the Business Combination affected the trading price of the Common Stock?

A: On November 1, 2017 immediately prior to the announcement of the Business Combination, the closing trading price of the Common Stock on The NASDAQ Capital Market was $10.01 per share. On the date immediately prior to the date of this proxy statement, the closing trading price of the Common Stock on The NASDAQ Capital Market was $10.04 per share.

Q: How will the Business Combination impact the number of shares outstanding after the Closing?

A: Immediately after the Business Combination, and assuming (i) Net Parent Cash of $100.0 million, (ii) the exchange of all units issued as Equity Consideration, and (iii) that no equity awards are issued under the proposed equity incentive plan described below, the amount of Common Stock outstanding will be 94,636,526 shares of Common Stock, consisting of 13,645,509 shares of Class A Stock and 80,991,017 shares of Class B Stock.

Up to 94,269,017 additional shares of Class A Stock may be issuable in the future as a result of: (i) the 15,525,000 Public Warrants to purchase 7,762,500 shares of Common Stock owned by GPAC’s existing warrant holders that will remain outstanding following the Business Combination, (ii) the 12,815,000 Purple Warrants to purchase 6,407,500 shares of Class A Stock that will be assigned to InnoHold in connection with the Business Combination, and (iii) the Class B Units held by InnoHold that, together with an equal number of shares of Class B Stock, will be exchangeable for 80,991,017 shares of Class A Stock.

The future issuance and sale of these shares in the public market could adversely impact the market price of our Common Stock even if our business is doing well.

Q: What are the principal differences between Class A Stock and Class B Stock?

A: After the Business Combination, the Class A Stock and Class B Stock will constitute all of the classes of Common Stock of the Company and will possess all voting power for the election of directors of the Company and all other matters requiring stockholder action. The Class A Stock and Class B Stock will at all times vote together as one class on all matters submitted to a vote of the stockholders of the Company, which shares of Class A Stock and Class B Stock each are entitled to one vote per share. The principal difference between the Class A Stock and Class B Stock is that the Class B Stock will not be entitled to receive dividends, if declared by the Board, or to receive any portion of any assets in respect of such shares upon the liquidation, dissolution, distribution of assets or winding-up of the post-combination company in excess of the par value of such stock. In addition, the Class B Stock may only be issued to and held by InnoHold and its permitted transferees (collectively, the “Permitted Holders”).

At any time Purple issues a Class B Unit to a Permitted Holder, the Company will issue a share of Class B Stock to such Permitted Holder. Upon the exchange of a Class B Unit pursuant to the Exchange Agreement for a share of Class A Stock, the corresponding share of Class B Stock will be automatically cancelled for no consideration. Shares of Class B Stock may only be transferred to a person other than the Company or Purple if the transferee is a Permitted Holder and an equal number of Class B Units are simultaneously transferred to such transferee.

Q: Is the Business Combination the first step in a “going-private” transaction?

A: The Company does not intend for the Business Combination to be the first step in a “going-private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Purple to access the U.S. public markets.

Q: What conditions must be satisfied to complete the Business Combination?

A: There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

• the representations and warranties must be true and correct in all material respects and the parties must have complied with their covenants in all material respects;

• no temporary restraining order, injunction or other legal restraint issued by any court shall be in effect preventing the consummation of the Business Combination nor shall any proceeding by any administrative agency or other governmental authority seeking any of the foregoing be threatened or pending;

• the approval by GPAC’s stockholders of the Business Combination Proposal and related proposals;

• the approval by Purple and InnoHold of the Merger Agreement and the Business Combination, which approval occurred upon execution of the Merger Agreement, must not have been revoked;

• all government and antitrust approvals and other third party consents required under the Merger Agreement must have been obtained;

• certain specified key employees, including Sam Bernards, Tony Pearce and Terry Pearce, (a) shall still be employees of the Company and performing their customary duties for the Company immediately before the closing, (b) any existing employment agreements and proprietary information, invention assignment and non-competition agreements shall be in full force and effect at closing, and (c) shall not have notified the Company or Purple of their intention of leaving the employ of the Company or Purple following the closing;

• the reorganization of Purple Team LLC (though which certain employees of Purple hold profits interest units relating to Purple) through a merger with and into InnoHold shall have been effected;

• the Net Parent Cash (total cash and cash equivalents of the Company after giving effect to redemptions and the payment of the Company’s expenses) shall be no less than $100,000,000;

• at the Closing, the Company and Purple shall be able to issue and shall have issued the Equity Consideration to the escrow agent and to InnoHold, and the Cash Consideration to InnoHold;

• the Company shall have net tangible assets of at least $5,000,001;

• there must not have occurred any event or condition that has had, or would reasonably be likely to have a material adverse effect on the business, prospects, assets, liabilities, financial condition, operations or capitalization of Purple or GPAC; and

• all related agreements to the Merger Agreement must have been executed and delivered.

In addition, under our amended and restated certificate of incorporation, we may not redeem or repurchase Common Stock to the extent that such redemption would result in our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to be less than $5,000,001 upon closing of a business combination so that we are not subject to the SEC’s “penny stock” rules.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1 — Approval of the Business Combination — The Merger Agreement.”

Q: What is the Tax Receivable Agreement?

A: In connection with the Business Combination, we will enter into the Tax Receivable Agreement with InnoHold. Pursuant to the Tax Receivable Agreement, GPAC will share tax savings resulting from (A) the amortization of the anticipated step-up in tax basis in Purple’s assets as a result of (i) the Business Combination and (ii) the exchange of (a) the Class B Units and (b) the Class B Stock, in each case that were received in connection with the Business Combination, for shares of Class A Stock pursuant to the Exchange Agreement attached to this proxy statement as Annex E and (B) certain other related transactions with InnoHold. The amount of any such tax savings attributable to the payment of cash to InnoHold in the Business Combination and the exchanges contemplated by the Exchange Agreement will be paid 80% to InnoHold and retained 20% by the Company. Any such amounts payable will only be due once the relevant tax savings have been realized by the Company. For more information on the Tax Receivable Agreement, please see the section entitled “Proposal No. 1 — Approval of the Business Combination — Related Agreements — Tax Receivable Agreement” and the full text of the form of Tax Receivable Agreement which is attached as Annex F hereto.

Q: Why is GPAC proposing the Certificate Proposals?

A: The Certificate Proposals that we are asking our stockholders to approve in connection with the Business Combination consist of:

• Proposal 2 — Amendment to GPAC’s amended and restated certificate of incorporation to increase GPAC’s authorized common stock and preferred stock, including the establishment of Class B Stock;

• Proposal 3 — Amendment to GPAC’s amended and restated certificate of incorporation to rename our outstanding Common Stock to Class A Stock;

• Proposal 4 — Amendment to GPAC’s amended and restated certificate of incorporation to eliminate the classification of our board of directors;

• Proposal 5 — Amendment to GPAC’s amended and restated certificate of incorporation to adopt Delaware as the exclusive forum for certain stockholder litigation;

• Proposal 6 — Amendment to GPAC’s amended and restated certificate of incorporation to change GPAC’s name to Purple Innovation, Inc.;

• Proposal 7 — Amendment to GPAC’s amended and restated certificate of incorporation to remove provisions related to our status as a blank check company; and

• Proposal 8 – Amendment to GPAC’s amended and restated certificate of incorporation to provide for certain additional non-substantive changes.

• Our board of directors believes those amendments are necessary to adequately address our post-Business Combination needs.

Q: Why is GPAC proposing the Director Election Proposal?

A: GPAC proposes that Pano Anthos, Sam Bernards, Gary DiCamillo, Terry Pearce, Tony Pearce, and be elected to the Company’s board of directors. At the time of the Business Combination, three of GPAC’s current directors, Paul Zepf, William Kerr and Jeffrey Weiss, will resign from the board. See the sections entitled “Proposal No. 9 — Election of Directors to the Board” and “Management After the Business Combination.”

Q: Why is GPAC proposing the Incentive Plan Proposal?

A: The purpose of the Purple Innovation, Inc. 2017 Equity Incentive Plan is to enhance the profitability and value of GPAC for the benefit of its stockholders by enabling us to offer eligible employees, directors and consultants equity-based incentive awards to attract, retain and reward these individuals for better performance and strengthen the mutuality of interests between them and our stockholders.

Q: Why is GPAC proposing the Share Issuance Proposal?

A: NASDAQ Listing Rule 5635(a) requires stockholder approval where, among other things, the issuance of securities in a transaction exceeds 20% of the number of shares of Common Stock or the voting power outstanding before the transaction. We currently have 15,989,770 shares of Common Stock outstanding. Assuming Net Parent Cash of $100.0 million, we intend to issue approximately 80,991,017 shares of Class B Stock to InnoHold in the Business Combination, which will be exchangeable (along with an equal number of Class B Units) for 80,991,017 shares of Class A Stock. Since the issuance of securities in the Business Combination will exceed 20% of our 15,989,770 currently outstanding shares of Common Stock, we are required to obtain the approval of our stockholders under NASDAQ Listing Rule 5635(a).

Q: What happens if I sell my shares of Common Stock before the special meeting of stockholders?

A: The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders.

Q: What vote is required to approve the proposals presented at the special meeting of stockholders?

A: The approval of the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock that are represented in person or by proxy and entitled to vote thereon and actually cast at the special meeting of stockholders. Accordingly, an abstention from voting, or the failure of a GPAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will have no effect on the outcome of the vote on the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

The approval of each Certificate Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock. Accordingly, a GPAC stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” a Certificate Proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the Director Election Proposal.

Q: How many votes do I have at the special meeting of stockholders?

A: Our stockholders are entitled to one vote at the special meeting for each share of Common Stock held of record as of the record date. As of the close of business on the record date, there were 15,989,770 outstanding shares of our Common Stock.

Q: What constitutes a quorum at the special meeting of stockholders?

A: Holders of a majority in voting power of our Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of our stockholders, present in person or represented by proxy, will have power to adjourn the special meeting.

As of the record date for the special meeting, 7,994,886 shares of our Common Stock would be required to achieve a quorum.

Q: How will GPAC’s Sponsor, directors and officers vote?

A: Our Sponsor, our directors and our officers have entered into agreements pursuant to which each agreed to vote his, her or its Founder Shares and all shares of Common Stock they acquired during or after our initial public offering in favor of the Business Combination Proposal and each agreed to waive its redemption rights for the Founder Shares in connection with the completion of the Business Combination. Currently, our Sponsor,

directors and officers collectively own approximately 24% of our issued and outstanding shares of Common Stock. As a result of their substantial ownership, it is more likely that the Business Combination Proposal and the other proposals will be approved.

Q: What interests do the Sponsor and GPAC’s directors and officers have in the Business Combination that could conflict with the interests of the public stockholders?

A: Our Sponsor, officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. The members of our board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting. These interests include, among other things:

• the 2,587,500 Founder Shares that our Sponsor, officers and directors will hold (either directly, through affiliates or through interests in the Sponsor) following the Business Combination (with 1,293,750 of these shares subject to vesting), which would have a total value at November 2, 2017 of approximately $26.4 million based on the closing price of the shares of our Common Stock as reported by The NASDAQ Capital Market on November 2, 2017 (the “November 2, 2017 Stock Price”), which is significantly higher than the aggregate purchase price of $25,000 at which these shares were originally purchased;

• the fact that the Administrative Services Agreement with our Sponsor will terminate if the Business Combination is consummated;

• the continuation of certain of our officers and directors as directors (but not officers) following the Business Combination, which will entitle them to compensation as non-employee directors post-Business Combination as described under “Management After the Business Combination — Director Compensation;” and

• the continued indemnification of current directors and officers of GPAC and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Q: What happens if the Business Combination is not consummated and we are not able to consummate another business combination transaction?

A: There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “Proposal No. 1 — Approval of the Business Combination — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, we are unable to complete the Business Combination or another business combination transaction by February 5, 2018, our amended and restated certificate of incorporation provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — If we are unable to effect a business combination by February 5, 2018, we will be forced to liquidate and the warrants will expire worthless and — If we are forced to liquidate, our stockholders may be held liable for claims by third parties against the Company to the extent of distributions received by them.”

Our Sponsor has entered into a letter agreement with us, pursuant to which it waived its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete our initial business combination by February 5, 2018. However, if our Sponsor or any of our officers, directors or affiliates acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination by February 5, 2018.

In the event of liquidation, there will be no distribution with respect to GPAC’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q: Can public stockholders redeem their Common Stock?

A. Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem their shares of our Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of our initial public offering and private placement to our Sponsor, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $121.7 million on September 30, 2017, the estimated per share redemption price would have been approximately $10.04. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal.

Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less $50,000 of interest to pay dissolution expenses) in connection with the liquidation of the Trust Account.

We have no specified maximum redemption threshold under our charter. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon a consummation of a business combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 10% of the public shares. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Our Sponsor and all our officers and directors have agreed to vote their Founder Shares and all shares of Common Stock acquired by our Sponsor during or after our initial public offering in favor of the Business Combination and have agreed to waive their redemption rights for their Founder Shares in connection with the completion of the Business Combination. These Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, our Sponsor, officers and directors, collectively own approximately 24% of our issued and outstanding shares of Common Stock.

Q. Is there a limit on the number of shares I may redeem?

A: A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 10% or more of public shares of Common Stock. Accordingly, all shares in excess of 10% owned by a holder will not be redeemed for cash. On the other hand, a public stockholder who holds less than 10% of the public shares of Common Stock may redeem all of the public shares held by him for cash.

Q. Can the Sponsor redeem its Common Stock?

A: Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares in connection with the completion of our Business Combination. However, they will be entitled to redemption rights with respect to any shares they acquired during or after our initial public offering if we fail to consummate a business combination on or prior to February 5, 2018. The Founder Shares amount to 24% of our outstanding Common Stock as of the record date.

Q: How will the level of redemptions affect the Business Combination and post-Business Combination company?

A: The number of redemptions requested by GPAC stockholders could affect the amount of cash from the Trust Account available to pay transaction expenses or the amount of cash from the Trust Account available for general corporate purposes following the Business Combination. To the extent that GPAC stockholders redeem more than 1,050,511 shares in the Business Combination, we would have insufficient funds to cover the Cash Consideration, Business Combination third party expenses and redemption costs. In this event, we would be required to borrow from third parties or seek additional financing to close. We believe that alternative financing arrangements will be available although there are no assurances that such financing will be available on reasonable terms or at all. If the aggregate cash payments we would be required to pay for all shares of Common Stock that are validly submitted for redemption plus the Cash Consideration and transaction expenses pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, including pursuant to any additional equity or debt financing we may procure, we will not complete the Business Combination or redeem any shares, and all shares of Common Stock submitted for redemption will be returned to the holders thereof.

If not all of the funds released from the Trust Account are used for payment of the Cash Consideration, the Business Combination transaction expenses and redemptions of our Common Stock in connection with our Business Combination, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations post-Business Combination, the payment of principal or interest due on indebtedness assumed in connection with the Business Combination, to fund the purchase of other companies or for working capital.

Q: How will the level of redemptions affect the transaction consideration?

A: The total transaction consideration payable will not be impacted by the level of redemptions. The number of redemptions requested by GPAC stockholders will affect the amount of cash available to be used as part of the Cash Consideration and the Business Combination transaction expenses but will not change the aggregate amount of the Cash Consideration and the Business Combination transaction expenses to be paid in the Business Combination.

Q: As long as I vote on the Business Combination Proposal, will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your shares of Common Stock for or against the Business Combination Proposal. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of The NASDAQ Capital Market.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must (i) check the box on the proxy card to elect redemption, (ii) check the box on the proxy card marked “Stockholder Certification”, (iii) affirmatively vote either for or against the Business Combination Proposal and, (iv) prior to 5:00 p.m., Eastern time on , 2017 (two business days before the special meeting), (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through The Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q: What are the federal income tax consequences of exercising my redemption rights?

A: GPAC stockholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their shares of Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution in respect of our public shares for U.S. federal income tax purposes if the redemption does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent not in excess of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of our Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of our Common Stock and taxed as described above. See the section entitled “Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q: If I am a GPAC warrant holder, can I exercise redemption rights with respect to my warrants?

A: No. There are no redemption rights with respect to our warrants.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: No. There are no appraisal rights available to holders of Common Stock in connection with the Business Combination.

Q: What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

• unpaid franchise and income taxes of GPAC;

• GPAC stockholders who properly exercise their redemption rights;

• an estimated $11.4 million in fees, costs and expenses (including $4.0 million in deferred underwriting compensation to the underwriters of our initial public offering, and financial advisors fees, regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) incurred by GPAC, our Sponsor or Purple in connection with the transactions contemplated by the Business Combination. In particular, we will reimburse loans made to us by our Sponsor to fund the Business Combination costs and expenses prior to the completion of the Business Combination, which amount is expected to be approximately $1.0 million upon the consummation of the Business Combination; and

• the Cash Consideration pursuant to the Merger Agreement.

Any additional funds available for release from the Trust Account will be used for general corporate purposes of GPAC following the Business Combination.

Q: When is the Business Combination expected to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders in 2017, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1 — Approval of the Business Combination.”

Q: What do I need to do now?

A: You are urged to carefully read and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

Q: How do I vote?

A: If you were a holder of record of our Common Stock on , 2017, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals:

• in person at the special meeting of stockholders; or

• by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting of stockholders and vote in person, obtain a proxy from your broker, bank or other nominee.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q: If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?

A: Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: If my shares are held in “street name,” will my broker, bank or other nominee automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. We believe the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or other nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. You may change your vote by sending a later-dated, signed proxy card to our secretary at the address listed below so that it is received by our secretary prior to the special meeting of stockholders, or attending the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our secretary, which must be received by our secretary prior to the special meeting.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Will the Management of GPAC or Purple change in the Business Combination?

A: We anticipate that all of the executive officers of Purple will become executive officers of the Company post-Business Combination and that the current officers of GPAC will resign.

Q: Will the Board of Directors of GPAC change in the Business Combination?

A. Yes. Paul Zepf, William Kerr and Jeffrey Weiss will resign as directors of GPAC at the time of the closing of the Business Combination. Pano Anthos, Sam Bernards, Gary DiCamillo, Terry Pearce, Tony Pearce, and have been nominated by GPAC to serve as new directors of the Company following the Business Combination.

Q: Who will solicit and pay the cost of soliciting proxies?

A: GPAC will pay the cost of soliciting proxies for the special meeting. GPAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. GPAC has agreed to pay Morrow Sodali LLC a fee of $20,000. GPAC will reimburse Morrow Sodali LLC for its reasonable associated out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. GPAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing

beneficial owners of shares of GPAC’s Common Stock for their expenses in forwarding soliciting materials to beneficial owners of GPAC’s Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card, you should contact:

Andrew Cook, Chief Financial Officer
Global Partner Acquisition Corp.
1 Rockefeller Plaza, 11th Floor
New York, New York 10020
Telephone: (646) 756-2877
Email: info@globalpartnerac.com

You may also contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email: gpac.info@morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF GPAC

The following table sets forth selected historical financial information derived from GPAC’s (i) unaudited financial statements included elsewhere in this proxy statement as of June 30, 2017 and for the six months ended June 30, 2017 and June 30, 2016, and (ii) audited financial statements included elsewhere in this proxy statement as of December 31, 2016 and for the year ended December 31, 2016 and for the period May 19, 2015 (inception) to December 31, 2015. You should read the following selected financial information in conjunction with the section entitled “GPAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and GPAC’s financial statements and the related notes appearing elsewhere in this proxy statement.

	Six Months Ended June 30,
	2017 (unaudited)			2016 (unaudited)			Year Ended December 31, 2016			May 19, 2015 (inception) to December 31, 2015
Statement of Operations Data:
Revenues	$	—		$	—					$	—
General and administrative expenses		560,000			259,000			2,657,000		$	346,000
Loss from operations		(560,000	)		(260,000	)		(2,657,000	)	$	(346,000	)
Other income (expense)
Interest income on Trust Account		440,000			165,000			330,000		$	43,000
Interest expense on Notes payable – related party		(40,000	)		—			—			—
Loss before provision for income tax		(160,000	)		(94,000	)		(2,327,000	)		(303,000	)
Provision for income tax		(100,000	)		—			—			—
Net Loss attributable to common stock	$	(260,000	)		(94,000	)		(2,327,000	)	$	(303,000	)

Weighted average common shares outstanding:
Basic and diluted		5,000,000			4,750,000			4,787,000			4,446,000
Net Loss per common share:
Basic and diluted	$	(0.05	)	$	(0.02	)	$	(0.49	)	$	(0.07	)

Cash Flow Data:
Net cash used in operating activities	$	(1,249,000	)		(273,000	)	$	(811,000	)	$	(278,000	)
Net cash provided by investing activities	$	—		$	—		$	—		$	(155,250,000	)
Net cash provided by financing activities	$	—		$	—		$	—		$	156,576,000

	As of June 30, 2017		As of December 31, 2016
Balance Sheet Data:
Current assets –
Cash	$	188,000	$	237,000
Prepaid expenses	$	33,000	$	41,000
Total current assets	$	221,000	$	278,000
Non-current assets –
Cash and investments held in Trust Account	$	155,781,000	$	155,543,000
Total assets	$	156,002,000	$	156,821,000

Current liabilities –
Accounts payable and accrued liabilities and taxes	$	1,076,000	$	1,875,000
Notes payable and accrued interest – related party		1,240,000		—

Other liabilities –
Deferred underwriting compensation	$	4,658,000	$	4,658,000
Total liabilities	$	6,974,000	$	6,533,000
Common stock subject to possible redemption: 14,364,041 shares and 14,428,805 shares at June 30, 2017 and December 31, 2016, respectively	$	144,028,000	$	144,288,000

Total stockholders’ equity	$	5,000,000	$	5,000,000

SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF PURPLE

The following table contains summary historical financial and other data for Purple as of and for the years ended December 31, 2014, 2015 and 2016 derived from Purple’s audited financial statements for the year ended December 31, 2016 and unaudited financial statements for the years ended December 31, 2014 and 2015, included elsewhere in this proxy statement. The summary statements of operations for the six months ended June 30, 2017 and 2016 and the balance sheet data as of June 30, 2017 have been derived from Purple’s unaudited interim condensed financial statements included elsewhere in this proxy statement. Results from interim periods are not necessarily indicative of results that may be expected for the entire year. The information below is only a summary and should be read in conjunction with the information contained under the headings “Purple Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About Purple” and in Purple’s audited financial statements, unaudited interim condensed financial statements and unaudited financial statements for the years ended December 31, 2014 and 2015 and the related notes included elsewhere in this proxy statement.

$ in thousands	Six Months Ended June 30,						Year Ended December 31,
	2017			2016			2016			2015			2014
	Unaudited			Unaudited			Restated			Unaudited			Unaudited
Income Statement Data:
Revenues, net	$	77,810		$	20,698		$	65,473		$	5,839		$	4,306
Cost of revenues:
Cost of revenues		42,342			12,944			39,857			3,921			2,284
Related party royalty fees		—			2,063			4,139			415			310
Total cost of revenues		42,342			15,007			43,996			4,336			2,594
Gross profit		35,468			5,691			21,477			1,503			1,712
Operating expenses:
Marketing and sales		28,315			5,278			17,901			469			92
General and administrative		4,943			1,657			4,643			1,312			848
Research and development		549			317			792			62			3
Loss on disposal of property and equipment		10			—			23						—
Total operating expenses		33,817			7,252			23,359			1,843			943
Operating income (loss)		1,651			(1,561	)		(1,882	)		(340	)		769
Other income (expense), net		—			(13	)		(19	)		(67	)		(104	)
Net income (loss)	$	1,651		$	(1,574	)	$	(1,901	)	$	(407	)	$	665

Balance Sheet Data (at end of period):
Cash and cash equivalents	$	2,159					$	4,013		$	71		$	256
Working capital	$	(10,315	)				$	(6,119	)	$	(1,038	)	$	(522	)
Total assets	$	28,539					$	18,842		$	1,086		$	1,348
Current liabilities	$	28,652					$	18,717		$	2,117		$	1,827
Long-term obligations	$	20					$	24		$	—		$	—
Member’s deficit	$	(1,551	)				$	(813	)	$	(1,031	)	$	(478	)

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement.

The following selected unaudited pro forma condensed combined financial information gives effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). This transaction is between a public shell (GPAC) and an operating company (Purple). Purple’s parent, InnoHold, will obtain voting control of GPAC. Since GPAC is the legal acquirer of Purple, InnoHold will maintain control of Purple at the time of the transaction. Purple’s senior management will comprise the senior management of the combined company and a majority of the directors of the company post- transaction will be the previous investors in InnoHold and Purple or individuals identified by Purple for election to the Board. As such the net assets will be accounted for on a carryover basis with no goodwill or other intangible assets recorded. Operations prior to the merger will be those of Purple. This determination was primarily based on Purple comprising the ongoing operations of the combined company.

The historical financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination and the proposed related financing transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the post-Business Combination company. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2017 combines the historical unaudited results of operations of Purple, and the historical unaudited results of operations for GPAC, for the six months ended January 1, 2017 giving effect to the Business Combination as if it were completed on June 30, 2017. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 combines the pro forma results of operations of Purple, and the historical results for GPAC, for the year ended December 31, 2016, giving effect to the Business Combination as if it had occurred on January 1, 2016.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2017 was derived from Purple’s unaudited condensed statement of operations, and GPAC’s unaudited condensed statement of operations, for the six months ended June 30, 2017, each of which is included elsewhere in this proxy statement. Such unaudited interim financial information has been prepared on a basis consistent with the audited financial statements of Purple and GPAC, respectively, and should be read in conjunction with the interim unaudited condensed financial statements and audited financial statements and related notes, each of which is included elsewhere in this proxy statement. The unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2016 was derived from Purple’s audited statement of operations, and from GPAC’s audited statement of operations, for the year ended December 31, 2016, all as included elsewhere in this proxy statement.

This selected unaudited pro forma condensed combined financial information is for informational purposes only. It does not purport to indicate the results that would actually have been obtained had the Business Combination been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The post-Business Combination company will incur additional costs in order to satisfy its obligations as a fully reporting public company. In addition, the post-Business Combination company anticipates the adoption of various stock compensation plans or programs that are typical for employees, officers and directors of public companies. No adjustment to the unaudited pro forma statement of operations has been made for these items as they are not directly related to the Business Combination and amounts are not yet known.

of approximately $10.03 per share. This transaction is reflected in the pro forma balance sheet, as the stockholder approval and related redemptions are directly related to the Business Combination.

Subsequent to June 30, 2017, on September 1, 2017, the Company received a $2.5 million fee for releasing a third party from a non-circumvention agreement with the Company relating to a planned business combination that was not consummated. In connection with the receipt of this payment by the Company, the Company paid down approximately $2.3 million of liabilities related to that business combination including the Sponsor Note for $1.2 million together with approximately $57,000 of accrued interest. The payment and settlement of these liabilities in September 2017 is not reflected in the unaudited pro forma condensed combined balance sheet at June 30, 2017 because it is not related to the Business Combination.

The selected unaudited pro forma condensed combined financial information below should be read in conjunction with the accompanying notes and the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information “Purple Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “GPAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of Purple and GPAC, included elsewhere in this proxy statement.

The unaudited pro forma condensed combined financial statements have been prepared using two different levels of assumed redemptions of Common Stock:

• Assuming No Redemption: This presentation assumes that no GPAC stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account; and

• Assuming Redemption of 1,000,000 shares by holders of Common Stock: This presentation assumes that $10.0 million is withdrawn from the Trust Account to fund the GPAC stockholders’ exercise of their redemption rights with respect to 1,000,000 public shares at $10.00 per share, which is the maximum number of shares redeemable that would allow us to maintain at least $100.0 million required as “Net Parent Cash” in our Trust Account in order to close the Business Combination. $10.00 per share is used for illustrative purposes; the actual redemption amount per share would be computed based on the amount in the Trust Account at the time of closing in our Trust Account.

	Pro Forma Combined Assuming No Redemptions of Outstanding GPAC Common Stock			Pro Forma Combined Assuming Redemptions of 1.0 million Shares of GPAC Common Stock
	(in thousands, except share and per share information)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Six Months ended June 30, 2017
Net revenues	$	77,810		$	77,810
Net income available to common stockholders	$	158		$	149
Net income per share available to common stockholders	$	0.01		$	(0.01	)
Weighted average shares outstanding – Basic and Diluted		14,696,020			13,696,020

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Year ended December 31, 2016
Net revenues	$	65,473		$	65,473
Net income available to common stockholders	$	(661	)	$	(622	)
Net income per share available to common stockholders	$	(0.05	)	$	(0.05	)
Weighted average shares outstanding – Basic and Diluted		14,696,020			13,696,020

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this proxy statement. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for GPAC and Purple, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

• the benefits of the Business Combination;

• the future financial performance of the Company following the Business Combination;

• changes in the markets in which Purple competes;

• expansion plans and opportunities, including restaurant openings; and

• other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

• the outcome of any legal proceedings that may be instituted against Purple or GPAC following the announcement of the proposed Business Combination and the transactions contemplated thereby;

• the inability to complete the proposed Business Combination due to the failure to obtain approval of the stockholders of GPAC, or other conditions to closing in the Merger Agreement;

• the inability to maintain the listing of the Class A Stock and warrants on The NASDAQ Capital Market or any other stock exchange following the proposed Business Combination;

• the fact that upon the consummation of the Business Combination, we will be considered a “controlled company” and exempt from certain corporate governance rules primarily relating to board independence and committees, and we intend to rely on certain of these exemptions;

• the risk that the proposed Business Combination may disrupt current plans and operations as a result of the announcement and consummation of the transactions described herein;

• the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the inability of the combined business to grow and manage growth profitably;

• costs related to the proposed Business Combination;

• the risk of legal complaints and proceedings and government investigations;

• the inability to comply with licensing or other regulatory requirements, laws and regulations;

• the intense competition in the industry;

• the inability to profitably expand into new markets;

• cybersecurity risks and the failure to protect customer information;

• the possibility that Purple or GPAC may be adversely affected by other economic, business, and/or competitive factors;

• the risk of loss of key personnel or inability to recruit talent; and

• other risks and uncertainties indicated in this proxy statement, including those under “Risk Factors.”

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. The risks described below are those which we believe are the material risks that we face. Additional risks not presently known to us or which we currently consider immaterial may also have an adverse effect on us. Any risk described below that could have an adverse impact on Purple’s business or financial condition may have a material adverse impact. Some statements in this proxy statement, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

The following risk factors apply to the business and operations of Purple and GPAC, to the Business Combination and to the post-Business Combination company. Purple’s and GPAC’s business face a number of risks. Any of the following risks could materially and adversely affect Purple’s or GPAC’s business, financial condition or results of operations. These risks should be carefully considered before making a voting decision regarding Purple. The risks and uncertainties described below are not the only ones Purple and GPAC face and there may be additional risks that Purple and GPAC are not presently aware of or that Purple and GPAC currently consider not likely to have a significant impact. If any of the following risks actually occurred, Purple’s or GPAC’s business, financial condition and operating results could suffer, and the trading price of our Common Stock could decline. Any risk applicable to Purple will become a risk of the Company post-Business Combination.

Risks Relating to Purple’s Business

We may experience significant fluctuations in our operating results and growth rate, which could adversely affect our performance and financial results.

Our revenue growth may not be sustainable, and our percentage growth rates may decrease. Our revenue and operating profit growth depends on the continued growth of demand for our products, and our business is affected by general economic and business conditions worldwide. A softening of demand, whether caused by changes in customer confidence or preferences or a weakening of the U.S. or global economies, may result in decreased revenue or growth.

In addition, we rely on estimates and forecasts of our expenses and revenues to inform our business strategies. The rapidly evolving nature of the direct-to-consumer mattress industry and our business make forecasting operating results difficult. If we fail to accurately forecast our expenses and revenues, our business, prospects, financial condition and results of operations may suffer and the value of our business may decline. If our estimates and forecasts prove incorrect, we may not be able to adjust our operations quickly enough to respond to lower than expected sales or higher than expected expenses.

Our sales and operating results will also fluctuate for many other reasons, including due to risks described elsewhere in this section and the following:

• our ability to attract new customers and the cost of acquiring new customers;

• our ability to offer products on favorable terms, manage inventory, fulfill orders and manage product returns;

• the introduction of competitive products, services, price decreases, or improvements;

• timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure;

• the success of our geographic and product line expansions, including but not limited to power requirements, labor needs, and ease of product distribution;

• our ability and the time required to develop new Mattress MaxTM machines, new production lines and appropriately trained staff;

• the success of hiring and expeditiously training engaged labor worldwide;

• our ability to match or exceed the pace of production with sales, both current and forecasted;

• our ability to secure and retain superior global partners for specialized delivery services;

• the success of our retail expansion efforts;

• the extent to which we use debt or equity financing, and the terms of any such financing for, our current operations and future growth;

• the outcomes of legal proceedings, claims, or governmental investigations or rulings, which may include significant monetary damages or injunctive relief and could have a material adverse impact on our operating results;

• the enforceability and validity of our intellectual property rights;

• variations in the mix of products we sell;

• variations in our level of product returns, as well as our methods of collecting product returns or exchanges;

• the extent to which we offer free shipping or continue to reduce prices worldwide;

• the extent to which we invest in technology and content, manufacturing, fulfillment, and other expense categories;

• increases in the prices of materials used in the manufacturing of our products or the costs to produce our products;

• our ability to anticipate and prepare for disruptions to manufacturing;

• the extent to which operators of the networks between our customers and our websites successfully charge fees to grant our customers unimpaired and unconstrained access to our online services;

• our ability to collect amounts owed to us when they become due;

• the extent to which our internal network or website is affected by denial of service attacks, malicious unauthorized access, outages, and similar events; and

• the extent to which our internal network is affected by spyware, viruses, phishing and other spam emails, intrusions, data theft, downtime, and similar events.

We have a short operating history in an evolving industry and, as a result, our past results may not be indicative of future operating performance.

We are a rapidly growing business with a short operating history. Our relatively short operating history makes it difficult to assess our future performance. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of our limited resources, market acceptance of our products and services and future products and services, competition from new and established companies, including those with greater financial and technical resources, enhancing our products and services and developing new products and services. You should consider our business and prospects in light of the risks and difficulties we may encounter, as described above and elsewhere in this “Risk Factors” section. If we fail to address the risks and difficulties that we face, our business and operating results will be adversely affected.

The growth of our business places significant strain on our resources and if we are unable to manage our growth we may not have profitable operations or sufficient capital resources.

We are rapidly and significantly expanding our operations, including increasing our product offerings and scaling our infrastructure to support expansion of our manufacturing capacity and our retail channel expansion. Our planned growth includes increasing our manufacturing capacity, developing and introducing new products and developing new and broader distribution channels, including retail, expanding our Canadian sales operations in the near-term, and extending our global reach to other English-speaking countries in the longer-term. This expansion

increases the complexity of our business and places significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions.

Our continued success depends, in part, upon our ability to manage and expand our operations and facilities in the face of continued growth. The growth in our operations has placed, and may continue to place, significant demands on our management and operational and financial infrastructure. If we do not manage our growth effectively, the quality of our products and fulfillment capabilities could suffer, which could adversely affect our operating results. Our revenue growth may not be sustainable, and our percentage growth rates may decrease. If we are unable to satisfy our liquidity and capital resource requirements, we may have to scale back, postpone or discontinue our growth strategies, which could result in slower growth or no growth, and we may run the risk of losing key suppliers, we may not be able to timely satisfy customer orders, and we may not be able to retain all of our employees. In addition, we may be forced to restructure our obligations to creditors or pursue work-out options.

To manage our growth effectively, we will need to continue to implement operational, financial and management controls and reporting systems and procedures and improve the systems and procedures that are currently in place. There is no assurance that we will be able to fulfill our staffing requirements for our business, successfully train and assimilate new employees, or expand our management base and enhance our operating and financial systems. Failure to achieve any of these goals will prevent us from managing our growth in an effective manner and could have a material adverse effect on our business, financial condition or results of operations. In addition, our revenue and operating profit growth depends on the continued growth of demand for the products offered by us, and our business is affected by general economic and business conditions worldwide. A softening of demand, whether caused by changes in customer preferences or a weakening of the U.S. or global economies, may result in decreased revenue or growth. Further, we may not be able to accurately forecast our growth rate. We base our expense levels and investment plans on sales estimates. A significant portion of our expenses and investments is fixed, and we may not be able to adjust our spending quickly enough if our sales are less than expected.

We will need additional capital to execute our business plan and fund operations and may not be able to obtain such capital on acceptable terms or at all.

In connection with the development and expansion of our business, we expect to incur significant capital and operational expenses. We believe that we can increase our sales and net income by implementing a growth strategy that focuses on (i) increasing our manufacturing capacity, (ii) increasing our direct-to-consumer sales; (iii) expanding our distribution channels to include the retail channel, particularly for our mattress products; (iv) expanding our global sales; and (v) engaging global partners to improve distribution efficiencies and cost savings.

We believe that our cash flow from operations, together with other available sources of liquidity, will be sufficient to fund anticipated operating expenses and our other anticipated liquidity needs for the next twelve months, based on our current operating conditions. However, our current capital resources and sources of liquidity are not sufficient to meet the requirements of our current growth strategies. If we are unable to satisfy our liquidity and capital resource requirements, we may have to scale back, postpone or discontinue our growth strategies, which could result in slower growth or no growth, and we may run the risk of losing key suppliers, we may not be able to timely satisfy customer orders, and we may not be able to retain all of our employees. In addition, we may be forced to restructure our obligations to creditors, pursue work-out options or other protective measures.

Our ability to obtain additional capital on acceptable terms or at all is subject to a variety of uncertainties. Adequate financing may not be available or, if available, may only be available on unfavorable terms. There is no assurance we will obtain the capital we require. As a result, there can be no assurance that we will be able to fund our current operations or growth strategies. In addition, future financings through equity investments are likely to be dilutive to our existing shareholders. Newly issued securities may include preferences or superior voting rights or be combined with the issuance of warrants or other derivative securities, which each may have additional dilutive effects. Furthermore, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition. If we cannot raise additional funds on favorable terms or at all, we may not be able to carry out all or parts of our growth strategy, maintain our growth and competitiveness or continue in business.

Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business are complex and involve many subjective assumptions, estimates and judgments by our management, including but not limited to revenue recognition, estimating valuation allowances and accrued liabilities (including allowances for returns, credit card chargebacks, doubtful accounts and obsolete and damaged inventory), internal-use software and website development (acquired and developed internally), accounting for income taxes, valuation of intangible assets and goodwill, equity-based compensation and loss contingencies. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported or expected financial performance, and could have a material adverse effect on our business.

The Company’s financial statements were audited for the first time in connection with the transactions for which this proxy statement seeks approval. As a result of this audit and in anticipation of becoming a public company, the Company made many changes to its accounting policies. The Company may determine in the future that these new policies are not effective or appropriate for the Company. Moreover, the Company may determine that the assumptions it has relied on in preparing its financial statements are not appropriate. These determinations could lead to significant changes in the accounting policies of and assumptions used by the Company in the future, which could negatively impact your investment.

Our future growth and profitability depends in part on our ability to continue to improve and expand our product line and to successfully execute new product introductions.

As described in greater detail below, the mattress, pillow and cushion industries are highly competitive, and our ability to compete effectively and to profitably grow our market share depends in part on our ability to continue to improve and expand our product line and related accessory products.

We incur significant research and development and other expenditures in the pursuit of improvements and additions to our product line. If these efforts do not result in meaningful product improvements or new product introductions, or if we are not able to gain widespread consumer acceptance of product improvements or new product introductions, our sales, profitability, cash flows and financial condition may be adversely affected. In addition, if any significant product improvements or new product introductions are not successful, our reputation and brand image may be adversely affected and our business may be harmed.

A significant portion of our gross profit comes from our mattress products. If we are unable to develop new models of our mattress products or successfully market and sell new mattress models, our profitability may be adversely affected and our business may be harmed.

Our expansion into new products, market segments and geographic regions subjects us to additional business, legal, financial, and competitive risks.

The vast majority of our sales are made directly to consumers through our website or certain other e-commerce platforms. We currently plan to expand our business into the retail distribution channel through a relationship with Mattress Firm, Inc., but there can be no assurance that we will be successful in forming such relationship or entering into commercial agreements with Mattress Firm, Inc. Even if such arrangements are entered into, we may be unsuccessful in generating sales through retail channels. We have limited or no experience in the retail channel, and our retail customers may not purchase our products in the volume we expect.

Profitability, if any, from sales to retail customers and new product offerings, especially new mattress models, may be lower than from our current direct-to-consumer model and current products, and we may not be successful enough in these newer activities to recoup our investments in them. If any of these issues were to arise, they could damage our reputation, limit our growth, and negatively affect our operating results.

In addition, offerings of new products through our current direct-to-consumer platform and expansion of business into the retail distribution channel may present new and difficult challenges, and we may be subject to claims if customers of these offerings experience service disruptions or failures or other quality issues. Expansion into retail channels may require the development of additional, differentiated products to avoid price and distribution

conflicts between retail channels. Retail expansion increases our risk as our retail partners will require delaying payments to us on net terms ranging from a few days to 60+ days.

New products may come with the same warranty and return risks as mentioned above. New product offerings or expansion into new market channels or geographic regions may subject us to new or additional regulation, which would impose potentially significant compliance and distribution costs.

Our future growth and profitability depends upon the strength of our Purple brand and the effectiveness and efficiency of our marketing programs and our ability to attract and retain customers.

We are highly dependent on the effectiveness of our marketing messages and the efficiency of our advertising expenditures in generating consumer awareness and sales of our products. We continue to evolve our marketing strategies, adjusting our messages, the amount we spend on advertising and where we spend it. We may not always be successful in developing effective messages and new marketing channels (such as TV and print), as consumer preferences and competition change, and in achieving efficiency in our advertising expenditures.

We depend primarily on internet-based advertising to market our products, including through YouTube, Facebook and other internet-based media and e-commerce platforms. If we are unable to continue utilizing such platforms or if we are unable to direct our advertising to our target consumer groups, our advertising efforts may be ineffective and our business could be adversely affected.

We have relationships with online services, search engines, affiliate marketing websites, directories and other website and e-commerce businesses to provide content, advertising and other links that direct customers to our website. We rely on these relationships as significant sources of traffic to our website and to generate new customers. If we are unable to develop or maintain these relationships, or develop and maintain new relationships for newly developed and necessary marketing services on acceptable terms, our ability to attract new customers and our financial condition would suffer. In addition, current or future relationships or agreements may fail to produce the sales that we anticipate.

The cost of advertising for web-based platforms, such as Facebook, are increasing significantly. Increasing advertising costs erode the efficiency of our advertising efforts. If we are unable to effectively manage our advertising costs or if our advertising efforts fail to produce the sales that we anticipate, our business could be adversely affected.

Consumers are increasingly using digital tools as a part of their shopping experience. As a result, our future growth and profitability will depend in part on (i) the effectiveness and efficiency of our online experience for disparate worldwide audiences, including advertising and search optimization programs in generating consumer awareness and sales of our products, (ii) our ability to prevent confusion among consumers that can result from search engines that allow competitors to use or bid on our trademarks to direct consumers to competitors’ websites, (iii) our ability to prevent Internet publication or television broadcast of false or misleading information regarding our products or our competitors’ products; (iv) the nature and tone of consumer sentiment published on various social media sites; and (v) the stability of our website. In recent periods, a number of direct-to-consumer, Internet-based retailers, like us, have emerged and have driven up the cost of basic search terms, which has and may continue to increase the cost of our Internet-based marketing programs.

We have recently been the target of publications by purported consumer reviewers who claim to have identified health and safety concerns with our products. While we believe such claims to be baseless, refuting such claims requires us to expend significant resources to educate current and potential customers on the safety of our products. Even if we are able to broadly disseminate factual information to refute such claims and reinforce the safety of our products, such claims and attendant adverse publicity could persist and damage our reputation and brand value and result in lower sales.

The number of third-party review websites is increasing and such reviews are becoming increasingly influential with consumers. Negative reviews from such sources may receive widespread attention from consumers, which could damage our reputation and brand value and result in lower sales. If we are unable to effectively manage relationships with such reviewers to promote accurate reviews of our products, reviewers may decline to review our products or may post reviews with misleading information, which could damage our reputation and make it more difficult for us to improve our brand value.

If our marketing messages are ineffective or our advertising expenditures, geographic price-points, and other marketing programs, including digital programs, are inefficient in creating awareness and consideration of our products and brand name and in driving consumer traffic to our website, our sales, profitability, cash flows and financial condition may be adversely impacted. In addition, if we are not effective in preventing the publication of confusing, false or misleading information regarding our brand or our products, or if there arises significant negative consumer sentiment on social media regarding our brand or our products, our sales, profitability, cash flows and financial condition may be adversely impacted.

We have engaged in significant related party transactions with affiliates and owners that may give rise to conflicts of interest, result in significant losses to the Company or otherwise adversely affect our operations and the value of our business.

We have engaged in numerous related party transactions involving controlling persons and officers of the Company, as well as with other entities affiliated with controlling persons. For example, we lease our facilities in Alpine, Utah from TNT Holdings, LLC, which is beneficially owned by Tony Pearce and Terry Pearce. We have also entered into an intellectual property license agreement and shared services agreement with other entities controlled by Tony Pearce and Terry Pearce, including EdiZONE, LLC. Because Tony Pearce and Terry Pearce have been the only directors of the Company, such transactions have not been approved by disinterested directors of the Company. While we believe that such transactions were entered into on arms-length terms, the lack of disinterested director approval may impair investor confidence, which could adversely affect the value of our business.

Disruption of operations in either of our two main manufacturing facilities, including as a result of natural disasters, could increase our costs of doing business or lead to delays in shipping our beds.

We have two main manufacturing plants, which are located in Alpine, Utah and Grantsville, Utah. A significant percentage of our products are assembled to fulfill orders rather than stocking finished goods inventory in our plants. Although we could produce our products at both sites, we may consolidate production of certain products at one site over the other. Therefore, the disruption of operations of either of our two main manufacturing facilities for a significant period of time, or even permanently through the loss of the lease of our Grantsville facility, may increase our costs of doing business and lead to delays in shipping our beds to customers. Such delays could adversely affect our sales, customer satisfaction, profitability, cash flows and financial condition. Because both of our manufacturing plants are located within the same geographic region, regional economic downturns, natural disasters or other issues could potentially disrupt all of our manufacturing and other operating activities, which could adversely affect our business.

We are in the process of expanding electricity capacity at our Grantsville facility, including construction of infrastructure by Rocky Mountain Power. If we are unable to provide sufficient power to this facility, we will be unable to meet the demands of our customers and our business would be adversely affected.

We may not be able to successfully anticipate consumer trends and demand and our failure to do so may lead to loss of consumer acceptance of the products we sell, resulting in reduced net sales.

Our success depends in part on our ability to anticipate and respond to changing trends and consumer demands in a timely manner. Changes in consumers’ tastes and trends and the resultant change in our product mix, as well as failure to offer our consumers multiple avenues for purchasing our products, could adversely affect our business and operating results. If we fail to identify and respond to emerging trends, consumer acceptance of the products we manufacture and sell and our image with current or potential customers may be harmed, which could reduce our net sales. If we misjudge market trends, we may significantly overstock inventory and be forced to take significant inventory markdowns, which would have a negative impact on our gross profit and cash flow. Conversely, shortages of inventory or time to fulfillment of our products that prove popular could also reduce our sales.

Failure to achieve and maintain a high level of product quality could negatively impact our sales, profitability, cash flows and financial condition.

Our products are highly differentiated from traditional mattresses, sheets, pillows and cushions. As a result, our products may be susceptible to failures that do not exist with traditional products. Failure to achieve and maintain

acceptable quality standards could impact consumer acceptance of our products or could result in negative media and Internet reports or owner dissatisfaction that could negatively impact our brand image and sales levels.

In addition, a decline in product quality could result in an increase in return rates and a corresponding decrease in sales, or an increase in product warranty claims in excess of our warranty reserves. An unexpected increase in return rates or warranty claims could harm our sales, profitability, cash flows and financial condition.

As a consumer innovation company with differentiated products, we face an inherent risk of exposure to product liability claims if the use of our products is alleged to have resulted in personal injury or property damage. If any of our products proves to be defective, we may be required to recall or redesign such products. Such recalls of products can result in, among other things, lost sales, diverted resources, potential harm to our reputation and increased customer service costs, which could have a material adverse effect on our financial condition.

We maintain insurance against some forms of product liability claims, but such coverage may not be adequate for liabilities actually incurred. A successful claim brought against us in excess of available insurance coverage, or any claim that results in significant adverse publicity against us, may have a material adverse effect on our sales, profitability, cash flows and financial condition.

We are subject to warranty claims for our products, which could result in unexpected expense.

Our products carry warranties for defects in quality and workmanship. Historically, the amount for return of products, discounts provided to affected customers and cost for returns or warrant claims has been immaterial. However, we may experience significant expense as the result of future product quality issues, product recalls or product liability claims which may have a material adverse effect on our business. The actual costs of servicing future warranty claims may exceed our expectations and have a material adverse effect on our results of operations, financial condition and cash flows.

Significant product returns could harm our business.

We allow our customers to return products, subject to our returns policies. If product returns are higher than we anticipate, our business, prospects, financial condition and results of operations could be harmed. Further, we modify our policies and procedures relating to returns from time to time, and policies and methods of collecting returned products intended to reduce the number of product returns may result in customer dissatisfaction. The occurrence of any of the foregoing could have a material adverse effect on our business.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of business could affect our operations and financial condition.

In the normal course of business, we may from time to time become involved in various legal proceedings. The outcome of these legal proceedings cannot be predicted. It is possible that an unfavorable outcome of some or all of such matters could cause us to incur substantial liabilities that may have a material adverse effect upon our financial condition and results of operations. Any significant adverse litigation, judgments or settlements could have a negative effect on our business, financial condition and results of operations. Even if we are successful in defending against such litigation, the costs of making such a defense, which may or may not be covered by our insurance, could be significant and have a material adverse effect on our business.

Our business could suffer if we are unsuccessful in making, integrating, and maintaining commercial agreements, strategic alliances, and other business relationships.

To successfully operate our business, we rely on commercial agreements and strategic relationships with suppliers, service providers and certain retail partners and customers. These arrangements can be complex and require substantial infrastructure capacity, personnel, and other resource commitments. Further, our business partners may have disruptions in their businesses or choose to no longer do business with us. We may not be able to implement, maintain, or develop the components of these commercial relationships. Moreover, we may not be able to enter into additional commercial relationships and strategic alliances on favorable terms or at all.

As our agreements terminate or relationships unwind, we may be unable to renew or replace these agreements on comparable terms, or at all. We may in the future enter into amendments on less favorable terms or encounter parties that have difficulty meeting their contractual obligations to us, which could adversely affect our operating results.

Our present and future services agreements, other commercial agreements, and strategic relationships create additional risks such as:

• disruption of our ongoing business, including loss of management focus on existing businesses;

• impairment of other relationships;

• variability in revenue and income from entering into, amending, or terminating such agreements or relationships; and

• difficulty integrating under the commercial agreements.

We have entered into a memorandum of understanding with Mattress Firm, Inc. concerning a potential joint venture agreement, pursuant to which we will permit Mattress Firm, Inc. to sell certain of our products in its retail stores. Prior to entering into any definitive agreements, we will conduct a trial phase with Mattress Firm, Inc. to assess the viability of a joint venture arrangement. There can be no guarantee that we will enter into a joint venture agreement with Mattress Firm, Inc. Even if we do enter into such agreement, the relationship may not be profitable to us or may impose additional costs that we would not otherwise incur under our current operations. Further, establishing and maintaining this relationship will require the commitment of significant amounts of time, financial resources and management attention, and it may result in prohibitions on certain sales channels through exclusivity requirements, which may adversely affect other aspects of our business.

Current and future economic conditions could materially adversely affect our sales, profitability, cash flows and financial condition.

Our business has been affected by general business and economic conditions, and these conditions could have an impact on future demand for our products. The global economy remains unstable, and we expect the economic environment to continue to be challenging.

Our sales depend, in part, on discretionary spending by our customers. Pressure on discretionary income brought on by general economic downturns and slow recoveries may cause consumers to reduce the amount they spend on discretionary items. If recovery from any economic downturn is slow or prolonged, our growth, prospects, results of operations, cash flows and financial condition could be adversely impacted.

General economic conditions and discretionary spending are beyond our control and are affected by, among other things, reduced consumer demand for products; insolvency of potential customers; insolvency of our key suppliers resulting in product delays; inability of consumers to obtain credit to finance purchases of our products; decreased consumer confidence; and inability for us, our customers and our suppliers to accurately forecast future product demand trends. If such conditions are experienced in future periods, our industry, business and results of operations could be adversely impacted.

We operate in the highly competitive mattress, pillow and cushion industries, and if we are unable to compete successfully, we may lose customers and our sales may decline.

The mattress, pillow and cushion markets are highly competitive and fragmented. We face competition from many manufacturers, traditional brick-and-mortar retailers and online retailers, including direct-to-consumer competitors. Participants in the mattress, pillow and cushion industries compete primarily on price, quality, brand name recognition, product availability and product performance and compete across a range of distribution channels. The highly competitive nature of the mattress, pillow and cushion industries means we are continually subject to the risk of loss of market share, loss of significant customers, reductions in margins, and the inability to acquire new customers.

A number of our significant competitors offer products that compete directly with our products. Any such competition by established manufacturers and retailers or new entrants into the market could have a material adverse effect on our business, financial condition and operating results. Mattress, pillow and cushion manufacturers and

retailers are seeking to increase their channels of distribution and are looking for new ways to reach the consumer. Like us, many newer competitors in the mattress industry have begun to offer “bed-in-a-box” or similar products directly to consumers through the Internet and other distribution channels. Some of our established competitors have begun to offer “bed-in-a-box” products as well. In addition, retailers outside the U.S. have integrated vertically in the furniture and bedding industries, and it is possible that retailers may acquire other retailers or may seek to vertically integrate in the U.S. by acquiring a mattress manufacturer.

Many of our current and potential competitors may have substantially greater financial and government support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition, mature distribution methods, and more established relationships in the industry than we do and sell products through broader and more established distribution channels. These competitors, or new entrants into the market, may compete aggressively and gain market share with existing or new products, and may pursue or expand their presence in the mattress, pillow and cushion industries. We cannot be sure we will have the resources or expertise to compete successfully in the future. We have limited ability to anticipate the timing and scale of new product introductions, advertising campaigns or new pricing strategies by our competitors, which could inhibit our ability to retain or increase market share, or to maintain our product margins. Our current and potential competitors may secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology, infrastructure, fulfillment, and marketing. Also, due to the large number of competitors and their wide range of product offerings, we may not be able to continue to differentiate our products through value, styling or functionality from those of our competitors. Our products are also typically heavier than others and some markets we wish to expand into will not support delivery of our heavy products through parcel services or other affordable home delivery services, limiting our ability to serve the market.

In addition, the barriers to entry into the retail bedding industry are relatively low. New or existing bedding retailers could enter our markets and increase the competition we face. Competition in existing and new markets may also prevent or delay our ability to gain relative market share. Any of the developments described above could have a material adverse effect on our planned growth and future results of operations.

We will face different market dynamics and competition as we develop new products to expand our presence in our target markets. In some markets, our future competitors may have greater brand recognition and broader distribution than we currently enjoy. We may not be as successful as our competitors in generating revenues in those markets due to the lack of recognition of our brands, lack of customer acceptance, lack of product quality history and other factors. As a result, any new expansion efforts could be costlier and less profitable than our efforts in our existing markets. If we are not as successful as our competitors are in our target markets, our sales could decline, our margins could be impacted negatively and we could lose market share, any of which could materially harm our business.

If we are unable to effectively compete with other manufacturers and retailers of mattresses, pillows and cushions, our sales, profitability, cash flows and financial condition may be adversely impacted.

We may not be able to protect our product designs and other proprietary rights adequately, which could adversely affect our competitive position and reduce the value of our products and brands, and litigation to protect our intellectual property rights may be costly.

We attempt to strengthen and differentiate our product portfolio by developing new and innovative brands, product designs and functionality and materials for use in our products. We regard our trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology, and similar intellectual property as critical to our success, and we rely on trademark, copyright, and patent law, trade secret protection, and confidentiality agreements and license agreements with our employees, customers, and others to protect our proprietary rights.

We own various U.S. and foreign patents and patent applications related to certain elements of the design and function of our mattresses, pillows, cushions and related products, as well as related to proprietary formulas and related technology for certain materials used in the manufacturing of our products. We own numerous registered and unregistered trademarks and trademark applications, as well as other intellectual property rights, including trade secrets, trade dress and copyrights, which we believe have significant value and are important to the marketing of our products. Our success will depend in part on our ability to obtain and protect our products, methods, processes and other technologies, to preserve our trade secrets, and to operate without infringing on the proprietary rights of third parties.

Despite our efforts, we may not be able to adequately protect or enforce our intellectual property and other proprietary rights. Effective protection or enforcement of intellectual property rights may be unavailable or limited in the jurisdictions in which we do business. We also may be unable to acquire or maintain appropriate domain names in all jurisdictions in which we do business. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights.

We recently acquired the purple.com domain name from its owner, but before the transfer to the Company the prior owner allowed that name to be used by a competitor for purposes of advertising its competing mattress products. Although that use of the domain name has stopped, it may have caused harm to the Company’s sales and confusion as to the source of the Company’s goods that may harm the reputation of the Company and its goodwill. Such confusion could have a continuing negative impact on our brand and sales.

The protection of our intellectual property may require the expenditure of significant financial and managerial resources. We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Policing the unauthorized use of our proprietary technology can be difficult and expensive. Litigation might be necessary to protect our intellectual property rights, which may be costly and may divert our management’s attention away from our core business. Furthermore, there is no guarantee that litigation would result in an outcome favorable to us. Third parties that license our proprietary rights also may take actions that diminish the value of our proprietary rights or reputation. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights. If we are unable to protect our proprietary rights adequately, it would have a negative impact on our operations.

We, or the owners of any intellectual property rights licensed to us, may be subject to claims that we or such licensors have infringed the proprietary rights of others, which could require us and our licensors to obtain a license or change designs.

We have been subject to, and expect to continue to be subject to, claims and legal proceedings regarding alleged infringement by us of the intellectual property rights of third parties. Although we do not believe any of our products infringe upon the proprietary rights of others, there is no assurance that infringement or invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against us or those from whom we have licenses or that any such assertions or prosecutions will not have a material adverse effect on our business. Regardless of whether any such claims are valid or can be asserted successfully, defending against such claims could cause us to incur significant costs and could divert resources away from our other activities. In addition, assertion of infringement claims could result in injunctions that prevent us from distributing our products. If any claims or actions are asserted against us or those from whom we have licenses, we may seek to obtain a license to the intellectual property rights that are in dispute. Such a license may not be available on reasonable terms, or at all, which could force us to change our designs.

Purple has licensed certain intellectual property to EdiZONE, LLC, which is owned by Terry and Tony Pearce. Terry and Tony Pearce, and EdiZONE have licensed certain cushioning technology to competitors of Purple and have granted rights in the European Union to a competitor.

Purple has licensed to EdiZONE certain intellectual property rights for use by EdiZONE outside of the consumer comfort market. These licenses could lead to conflicts of interest. If these conflicts of interest arise and are not properly addressed, we could have disputes with our founders and our business could be harmed.

EdiZONE, LLC, which is an entity owned by our founders, previously entered into licenses for comfort-related intellectual property with three different unrelated third-parties. These licenses prohibit us from selling our existing mattresses in certain geographic areas, including the European Union. While we intend to modify our mattresses in a way that we can sell in these geographic territories in the future without violating these licenses, there can be no assurance that these modified mattresses will be successful. In addition, if these third parties violate their licenses or infringe on intellectual property owned by Purple and Purple is unable to take effective action against such violating or infringing parties, we may be unable to protect against this infringement or the effects of such violations and our business could be harmed.

Purple has the right to enforce its intellectual property rights at Purple’s option, contingent on Purple’s agreement to indemnify EdiZONE and fund the expense of such enforcement. Purple may not be able to enforce its rights and may not be successful in any such efforts to enforce its intellectual property rights and this may harm our business.

Substantial and increasingly intense competition worldwide in e-commerce may harm our business.

Consumers who might purchase our products from us online have a wide variety of alternatives for purchasing competing mattresses, pillows and cushions, including traditional brick and mortar retailers (as well as the online and mobile operations of these traditional retailers), other online direct-to-consumer retailers and their related mobile offerings, online and offline classified services, online retailer platforms, such as Amazon.com, and other shopping channels, such as offline and online home shopping networks.

The Internet and mobile networks provide new, rapidly evolving and intensely competitive channels for the sale of all types of goods and services, including products that compete directly with our products. Consumers who purchase mattresses, pillows and cushions through us have more and more alternatives, and merchants have more online channels to reach consumers. We expect competition to continue to intensify. Online and offline businesses increasingly are competing with each other and our competitors include a number of online and offline retailers with significant resources, large user communities and well-established brands. Moreover, the barriers to entry into these channels can be low, and businesses easily can launch online sites or mobile platforms and applications at nominal cost by using commercially available software or partnering with any of a number of successful e-commerce companies. As we respond to changes in the competitive environment, we may, from time to time, make pricing, service or marketing decisions or acquisitions that may be controversial with and lead to dissatisfaction among our customers, which could reduce activity on our platform and harm our profitability.

In addition, sellers in our industry are increasingly utilizing multiple sales channels, including the acquisition of new customers by paying for search-related advertisements on horizontal search engine sites, such as Google, Yahoo!, Naver and Baidu. We use product search engines and paid search advertising to help users find our sites, but these services also have the potential to divert users to other online shopping destinations. Consumers may choose to search for products with a horizontal search engine or shopping comparison website, and such sites may also send users to other shopping destinations. Consumers may not be familiar with or confused by our current web address: onpurple.com.

We also face increased competitive pressure as the competitive norm for, and the expected level of service from, e-commerce has significantly increased, due to, among other factors, improved user experience, greater ease of buying goods, lower (or no) shipping costs, faster delivery times and more favorable return policies. Also, certain platform businesses, many of whom are larger than us or have greater capitalization, have a dominant and secure position in other industries or certain significant markets, and offer a broader variety of mattress, pillow and cushion products to consumers and retailers that we do not offer. If we are unable to change our product offerings in ways that reflect the changing demands of e-commerce and mobile commerce marketplaces, particularly the higher growth of sales of fixed-price items and higher expected service levels, or compete effectively with and adapt to changes in larger platform businesses, our business will suffer.

Some of our e-commerce competitors offer a significantly broader range of products and services than we do. Competitors with other revenue sources may be able to devote more resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote more resources to website, mobile platforms and applications and systems development than we can. Other direct-to-consumer retailers and e-commerce competitors may offer or continue to offer faster shipping, free shipping, delivery on Sunday, same-day delivery, favorable return policies or other transaction-related services which improve the user experience on their sites and which could be impractical or inefficient for us to match. Competitors may be able to innovate faster and more efficiently, and new technologies may increase the competitive pressures by enabling competitors to offer more efficient or lower-cost services.

If we are unable to compete successfully against current and future online competitors, our operations and profitability may be adversely affected.

If we cannot keep pace with rapid technological developments to provide new and innovative programs, products and services, the use of our products and our revenues could decline.

Rapid, significant technological changes continue to confront the industries in which we operate. We cannot predict the effect of technological changes on our business. We expect that new services and technologies applicable to the industries in which we operate will continue to emerge. These new services and technologies may be superior to, or render obsolete, the technologies we currently use in our products and services. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time, and ultimately may not be successful. In addition, our ability to adopt new services and develop new technologies may be inhibited by industry-wide standards, new laws and regulations, resistance to change from clients or merchants, or third parties’ intellectual property rights. Our success will depend on our ability to develop new technologies and adapt to technological changes and evolving industry standards.

A reduction in the availability of credit to consumers generally or under our existing consumer credit programs could harm our sales, profitability, cash flows and financial condition.

We offer financing to consumers through a third-party consumer finance company, Affirm, Inc. In fiscal 2016, approximately 13% of our sales were financed through third-party consumer finance companies. The amount of credit available to consumers may be adversely impacted by macroeconomic factors that affect the financial position of consumers as suppliers of credit adjust their lending criteria. In addition, changes in federal regulations effective in 2010 placed additional restrictions on all consumer credit programs, including limiting the types of promotional credit offerings that may be offered to consumers.

Affirm, Inc., with Cross River Bank, a New Jersey state-charted bank originates financing resources for Affirm, Inc., offers consumer financing options to our customers through an agreement that may be terminated by us or Affirm, Inc. upon thirty days’ prior written notice. Affirm, Inc., with Cross River Bank, has discretion to control the content of financing offers to our customers and to set minimum credit standards under which credit is extended to customers.

Reduction of credit availability due to changing economic conditions, changes in credit standards under our private label credit card program or changes in regulatory requirements, or the termination of our agreement with Affirm, Inc., could harm our sales, profitability, cash flows and financial condition.

We typically keep only two to four weeks of raw material inventory, which could leave us vulnerable to shortages in supply of components that may harm our ability to satisfy consumer demand and may adversely impact our sales and profitability.

We typically only keep two to four weeks of raw material inventory on hand, which could leave us vulnerable to shortages in supply of components that may harm our ability to satisfy consumer demand and may adversely impact our sales and profitability. Lead times for ordered components may vary significantly, especially as we source some of our materials from China. In addition, some components used to manufacture our products are provided on a sole source basis. Any unexpected shortage of materials caused by any disruption of supply or an unexpected increase in the demand for our products, could lead to delays in shipping our beds to customers. Any such delays could adversely affect our sales, customer satisfaction, profitability, cash flows and financial condition.

We rely upon several key suppliers that are, in some instances, the only source of supply currently used by us for particular materials, components or services. A disruption in the supply or substantial increase in cost of any of these products or services could harm our sales, profitability, cash flows and financial condition.

We currently obtain all of the raw materials and components used to produce our mattresses, pillows and cushions from outside sources. In some cases, we have chosen to obtain these materials and components from suppliers who serve as the only source of supply, or who supply the vast majority of our needs of the particular material or component. While we believe that these materials and components, or suitable replacements, could be obtained from other sources, in the event of a disruption or loss of supply of relevant materials or components for any reason, we may not be able to find alternative sources of supply, or if found, may not be found on comparable terms. In addition, a change in the financial condition of some of our suppliers could impede their ability to provide

products to us in a timely manner. Further, we maintain relatively small supplies of our raw materials and outsourced goods at our manufacturing facilities, and any disruption in the on-going shipment of supplies to us could interrupt production of our products, which could result in a decrease of our sales or could cause an increase in our cost of sales, either of which could decrease our liquidity and profitability.

If our relationship with the primary supplier of our mineral oil is terminated, we could have short-term difficulty in replacing these sources since there are relatively few other suppliers presently capable of supplying the local volume that we would need in a short period of time.

Fluctuations in the price, availability and quality of raw materials could cause delays that could result in our inability to provide goods to our customers or could increase our costs, either of which could decrease our earnings.

In manufacturing products, we use various commodity components, such as polyurethane foam, our spring units, ingredients for our Hyper-Elastic Polymer® material, our water-based adhesive and other raw materials. Because we are dependent on outside suppliers for our raw materials, fluctuations in their price, availability, and quality could have a negative effect on our cost of sales and our ability to meet our customers’ demands. Competitive and marketing pressures may prevent us from passing along price increases to our customers, and the inability to meet our customers’ demands could cause us to lose sales.

Our success is highly dependent on our ability to provide timely delivery to our customers, and any disruption in our delivery capabilities or our related planning and control processes may adversely affect our operating results.

An important part of our success is due to our ability to deliver our products to our customers in a timely manner. This in turn is due to our successful planning and distribution infrastructure, including ordering, transportation and receipt processing, the ability of our suppliers to meet our distribution requirements and the ability of our contractors to meet our delivery requirements. Our ability to maintain this success depends on the continued identification and implementation of improvements to our planning processes, distribution infrastructure and supply chain. We also need to ensure that our distribution infrastructure and supply chain keep pace with our anticipated growth and increased product output. The cost of these enhanced processes could be significant and any failure to maintain, grow or improve them could adversely affect our operating results.

We rely on FedEx and other carriers to deliver our products to customers on a timely, convenient, and cost-effective basis. Any significant delay in deliveries to our customers could lead to increased returns and cause us to lose sales. Any increase in freight charges could increase our costs of doing business and harm our sales, profitability, cash flows and financial condition.

Our business could also be adversely affected if there are delays in product shipments to us due to freight difficulties, challenges with our suppliers or contractors involving strikes or other difficulties at their principal transport providers or otherwise. Such delays could adversely affect our profitability and reputation.

Our business operations could be disrupted if our information technology systems fail to perform adequately or are disrupted by natural disasters or other catastrophes or if we are unable to protect the integrity and security of our information systems.

We depend largely upon our information technology systems in the conduct of all aspects of our operations. If our information technology systems fail to perform as anticipated, we could experience difficulties in virtually any area of our operations, including but not limited to receiving orders from customers, replenishing inventories or delivering our products. We may be required to incur significant capital expenditures in the pursuit of improvements or upgrades to our management information systems. These efforts may take longer and may require greater financial and other resources than anticipated, may cause distraction of key personnel, and may cause short-term disruptions to our existing systems and our business. If we experience difficulties in implementing new or upgraded information systems or experience significant system failures, or if we are unable to successfully modify our information systems to respond to changes in our business needs, our ability to run our business could be adversely affected. It is also

possible that our competitors could develop better e-commerce platforms than ours, which could negatively impact our sales.

In addition, our systems may experience service interruptions or degradation due to hardware and software defects or malfunctions, computer denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, or other events. Our systems are also subject to break-ins, sabotage, information hijacking or ransom, and intentional acts of vandalism. Some of our systems are not fully redundant and our disaster recovery planning is not sufficient for all eventualities. Any of these or other systems related problems could, in turn, adversely affect our sales and profitability.

Our business and our reputation could be adversely affected by the failure to protect sensitive employee, customer and consumer data, or to comply with evolving regulations relating to our obligation to protect such data.

In the ordinary course of our business, we collect and store certain personal information from individuals, such as our customers and suppliers, and we process customer payment card and check information for purchases via our website. Cyber-attacks designed to gain access to sensitive information by breaching security systems of large organizations leading to unauthorized release of confidential information have occurred recently at a number of major U.S. companies despite widespread recognition of the cyber-attack threat and improved data protection methods. Computer hackers may attempt to penetrate our computer system and, if successful, misappropriate personal information, payment card or check information or confidential Company business information. In addition, a Company employee, contractor or other third party with whom we do business may attempt to circumvent our security measures in order to obtain such information and may purposefully or inadvertently cause a breach involving such information.

During fiscal 2017, we were subject to a single attempted malware installation, and we will likely continue to be subject to attempts to breach the security of our networks and IT infrastructure through cyber-attack, malware, computer viruses, and other means of unauthorized access. To the best of our knowledge, attempts to breach our systems have not been successful to date. A breach of our systems that resulted in the unauthorized release of sensitive data could adversely affect our reputation and lead to financial losses from remedial actions or potential liability, possibly including punitive damages. An electronic security breach resulting in the unauthorized release of sensitive data from our information systems could also materially increase the costs we already incur to protect against these risks. We continue to balance the additional risk with the cost to protect us against a breach. Additionally, losses arising from a breach could be covered in part by insurance that we carry.

We are subject to payments-related risks.

We accept payments using a variety of methods, including credit card, debit card, credit accounts (including promotional financing), gift cards, direct debit from a customer’s bank account, electronic payments (e.g., PayPal and Venmo), consumer invoicing, physical bank check, and payment upon delivery. For existing and future payment options we offer to our customers, we may become subject to additional regulations and compliance requirements (including obligations to implement enhanced authentication processes that could result in significant costs and reduce the ease of use of our payments products). For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on third parties to provide certain payment methods and payment processing services, including the processing of credit cards, debit cards, electronic checks, electronic fund transfers, and promotional financing. In each case, it could disrupt our business if these companies become unwilling or unable to provide these services to us. In addition, our business and profitability could be adversely affected if customers who finance purchases fail to make financing payments in a timely manner.

Our customers primarily use credit cards to buy from us. We are completely dependent upon our payment card processors to process the sales transactions and remit the proceeds to us. The payment card processors have the right to withhold funds otherwise payable to us to establish or increase reserves based on their assessment of the inherent risks of payment card processing and their assessment of the risks of processing our customers’ payment cards at any time, and have done so from time to time in the past. We are also subject to payment card association operating rules, including data security rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or

requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments, and our business and operating results could be adversely affected. In addition, events affecting our payment card processors, including cyber-attacks, Internet or other infrastructure or communications impairment or other events that could interrupt the normal operation of the payment card processors, could have a material adverse effect on our business.

Credit card fraud and our response to it could adversely affect our business.

We may receive orders placed with fraudulent credit card data. If we fail to adequately control fraudulent credit card transactions it could reduce our net revenues and our gross profit or cause credit card or payment system companies to disallow their cards’ use for customer payments on our website. We may suffer losses as a result of orders placed with fraudulent credit card data even if the associated financial institution approved payment of the orders. Under current credit card practices, we may be liable for fraudulent credit card transactions because we do not obtain a cardholder’s signature. If we are unable to detect or control credit card fraud, claims against us for these transactions could harm our business, prospects, financial condition and results of operation.

Further, to the extent that our efforts to prevent fraudulent orders result in our inadvertent refusal to fill legitimate orders, we would lose the benefit of legitimate potential sales and risk the alienation of legitimate customers. The occurrence of any of the foregoing could have a material adverse effect on our business.

We depend on a few key employees, and if we lose the services of certain of our principal executive officers, we may not be able to run our business effectively.

Our future success depends in part on our ability to attract and retain key executive, merchandising, marketing, sales, operations and engineering personnel. We have an employment agreement with each of our executive officers. If any of our executive officers cease to be employed by us, we would have to hire additional qualified personnel. Our ability to successfully attract and hire other experienced and qualified executive officers cannot be assured and may be difficult because we face competition for these professionals from our competitors, our suppliers and other companies operating in our industry.

Further, the involvement of Tony and Terry Pearce has been and continues to be crucial to the success of our company because of their extensive experience with and technical knowledge of our products. The loss of their services could adversely affect our operations and our ability to achieve our business objectives. The continued growth of our business depends upon their continued involvement.

Our business exposes us to personal injury, property damage and product liability claims, which could result in adverse publicity and harm to our brands and our results of operations.

We may be subject to personal injury, property damage and product liability claims for the products that we sell. Any personal injury, property damage or product liability claim made against us, whether or not it has merit, could be time consuming and costly to defend, resulting in adverse publicity, or damage to our reputation, and have an adverse effect on our results of operations. In addition, any negative publicity involving our vendors, employees, labor contractors, delivery contractors and other parties who are not within our control could negatively impact us.

Further, the products we sell are subject to regulation by the U.S. Consumer Product Safety Commission (“CPSC”) and similar state and international regulatory authorities. Such products could be subject to recalls and other actions by these authorities. Product safety concerns may require us to voluntarily remove selected products from our stores. Such recalls and voluntary removal of products can result in, among other things, lost sales, diverted resources, potential harm to our reputation and increased customer service costs, which could have a material adverse effect on our financial condition.

We have received notice from the CPSC of several purported consumer complaints regarding some of our products. While we believe such complaints to be baseless, in terms of the alleged harms and, in some cases, the individual’s actual use of our product, we are required to devote significant amounts of time, attention and other resources, including financial resources, to investigating and responding to such complaints. Further, because the complaints are available to the public, such complaints could result in adverse publicity or damage to our reputation and brand value and result in lower sales.

We maintain insurance against some forms of personal injury, property damage and product liability claims, but such coverage may not be adequate for liabilities actually incurred. A successful claim brought against us in excess of available insurance coverage, or any claim or product recall that results in significant adverse publicity against us, may have a material adverse effect on our sales, profitability, cash flows and financial condition.

Regulatory requirements, including, but not limited to, trade, environmental, health and safety requirements, may require costly expenditures and expose us to liability.

Our products and our marketing and advertising programs are subject to regulation in the U.S. by various federal, state and local regulatory authorities, including the Federal Trade Commission. In addition, our operations are subject to federal, state and local consumer protection regulations and other laws relating specifically to the bedding industry. These rules and regulations may change from time to time, or may conflict. There may be continuing costs of regulatory compliance including continuous testing, additional quality control processes and appropriate auditing of design and process compliance. For example, the CPSC and other jurisdictions have adopted rules relating to fire retardancy standards for the mattress industry. Some states and the U.S. Congress continue to consider fire retardancy regulations that may be different from or more stringent than the current standard. Additionally, California, Rhode Island and Connecticut have all enacted laws requiring the recycling of mattresses discarded in their states. State and local bedding industry regulations vary among the states in which we operate but generally impose requirements as to the proper labeling of bedding merchandise, restrictions regarding the identification of merchandise as “new” or otherwise, controls as to hygiene and other aspects of product handling, disposal, sales, resales and penalties for violations. We or our suppliers may be required to incur significant expense to the extent that these regulations change and require new and different compliance measures. For example, new legislation aimed at improving the fire retardancy of mattresses, regulating the handling of mattresses in connection with preventing or controlling the spread of bed bugs could be passed, or requiring the recycling of discarded mattresses, could result in product recalls or in a significant increase in the cost of operating our business. In addition, failure to comply with these various regulations may result in penalties, the inability to conduct business as previously conducted or at all, or adverse publicity, among other things. Adoption of multi-layered regulatory regimes, particularly if they conflict with each other, could increase our costs, alter our manufacturing processes and impair the performance of our products which may have an adverse effect on our business. We are also subject to various health and environmental provisions, such as California Proposition 65 (the Safe Drinking Water and Toxic Enforcement Act of 1986) and 16 CFR Part 1633 (Standard for the Flammability (Open Flame) of Mattress Sets).

Our marketing and advertising practices could also become the subject of proceedings before regulatory authorities or the subject of claims by other parties and could require us to alter or end these practices or adopt new practices that are not as effective or are more expensive.

In addition, we are subject to federal, state and local laws and regulations relating to pollution, environmental protection and occupational health and safety. We may not be in complete compliance with all such requirements at all times, and we have been required in the past to make changes to our facilities in order to comply with these requirements. We have made and will continue to make capital and other expenditures to comply with environmental and health and safety requirements. If a release of harmful or hazardous substances occurs on or from our properties or any associated offsite disposal location, or if contamination from prior activities is discovered at any of our properties, we may be held liable and the amount of such liability could be material. As a manufacturer of mattresses, pillows, cushions and related products, we use and dispose of a number of substances, such as glue, oil, solvents and other petroleum products, as well as certain foam ingredients, that may subject us to regulation under numerous foreign, federal and state laws and regulations governing the environment. Among other laws and regulations, we are subject in the U.S. to the Federal Water Pollution Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act and related state and local statutes and regulations.

Our operations could also be impacted by a number of pending legislative and regulatory proposals to address greenhouse gas emissions in the U.S. and other countries. Certain countries have adopted the Kyoto Protocol. New greenhouse gas reduction targets have been established under the Kyoto Protocol, as amended. This and other initiatives under consideration could affect our operations. These actions could increase costs associated with our manufacturing operations, including costs for raw materials, pollution control equipment and transportation.

Because it is uncertain what laws will be enacted, we cannot predict the potential impact of such laws on our future consolidated financial condition, results of operations, or cash flows.

We are also subject to regulations and laws specifically governing the Internet, e-commerce, electronic devices, and other services. These regulations and laws may cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic device certification, electronic waste, energy consumption, electronic contracts and other communications, competition, consumer protection, trade and protectionist measures, web services, the provision of online payment services, information reporting requirements, unencumbered Internet access to our services or access to our facilities, the design and operation of websites and the characteristics and quality of products and services. It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the Internet, e-commerce, digital content, and web services. Unfavorable regulations and laws could diminish the demand for, or availability of, our products and services and increase our cost of doing business.

Regulatory requirements related to flammability standards for mattresses may increase our product costs and increase the risk of disruption to our business.

The CPSC adopted new flammability standards and related regulations which became effective nationwide in July 2007 for mattresses and mattress and foundation sets. Compliance with these requirements has resulted in higher materials and manufacturing costs for our products, and has required modifications to our information systems and business operations, further increasing our costs and negatively impacting our capacity. Some states and the U.S. Congress continue to consider fire retardancy regulations that may be different from or more stringent than the CPSC standard. Adoption of multi-layered regulatory regimes, particularly if they conflict with each other, could increase our costs, alter our manufacturing processes and impair the performance of our products which may have an adverse effect on our business.

In addition, these regulations require manufacturers to implement quality assurance programs and encourage manufacturers to conduct random testing of products. These regulations also require maintenance and retention of compliance documentation. These quality assurance and documentation requirements are costly to implement and maintain. If any product testing, other evidence, or regulatory inspections yield results indicating that any of our products may not meet the flammability standards, we may be required to temporarily cease production and distribution or to recall products from the field, and we may be subject to fines or penalties, any of which outcomes could harm our business, reputation, sales, profitability, cash flows and financial condition.

We could be subject to additional sales tax or other indirect tax liabilities.

The application of indirect taxes (such as sales and use tax, value-added tax (VAT), goods and services tax, business tax and gross receipt tax) to e-commerce businesses and to our users is a complex and evolving issue. Many of the fundamental statutes and regulations that impose these taxes were established before the adoption and growth of the Internet and e-commerce. In many cases, it is not clear how existing statutes apply to the Internet or e-commerce.

An increasing number of states and foreign jurisdictions have considered or adopted laws or administrative practices, with or without notice, that impose additional obligations on remote sellers and online marketplaces to collect transaction taxes such as sales, consumption, value added, or similar taxes. We may not have sufficient lead time to build systems and processes to collect these taxes. Failure to comply with such laws or administrative practices, or a successful assertion by such states or foreign jurisdictions requiring us to collect taxes where we do not, could result in substantial tax liabilities, including for past sales, as well as penalties and interest. In addition, if the tax authorities in jurisdictions where we are already subject to sales tax or other indirect tax obligations were successfully to challenge our positions, our tax liability could increase substantially. In the U.S., Supreme Court decisions restrict states’ rights to require remote sellers to collect state and local sales taxes (although some states are seeking to have the Supreme Court revisit these decisions).

We may be subject to laws, regulations, and administrative practices that require us to collect information from our customers, vendors, merchants, and other third parties for tax reporting purposes and report such information

to various government agencies. The scope of such requirements continues to expand, requiring us to develop and implement new compliance systems. Failure to comply with such laws and regulations could result in significant penalties.

Several proposals have been made at the U.S. state and local levels that would impose additional taxes on the sale of goods and services over the Internet. These proposals, if adopted, could substantially impair the growth of e-commerce and our brands, and could diminish our opportunity to derive financial benefit from our activities. While the U.S. federal government’s moratorium on state and local taxation of Internet access or multiple or discriminatory taxes on e-commerce has been temporarily extended, this moratorium does not prohibit federal, state or local authorities from collecting taxes on our income or from collecting certain taxes that were in effect prior to the enactment of the moratorium and one of its extensions.

We could be subject to additional income tax liabilities.

We are subject to federal and state income taxes in the U.S. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. In addition, some states and cities requires additional taxes or fees for the right to sell mattresses in their jurisdiction. While we have established reserves based on assumptions and estimates that we believe are reasonable to cover such taxes and fees, these reserves may prove to be insufficient.

Our determination of our tax liability is always subject to audit and review by applicable tax authorities. Any adverse outcome of any such audit or review could harm our business, and the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made. Regardless of the outcome, responding to any such audit or review could cause us to incur significant costs and could divert resources away from our operations.

There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. Our effective tax rates could be affected by earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies and changes to our existing businesses, acquisitions (including integrations) and investments, changes in the price of our securities, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles, and interpretations.

A number of U.S. states have attempted to increase corporate tax revenues by taking an expansive view of corporate presence to attempt to impose corporate income taxes and other direct business taxes on companies that have no physical presence in their state, and taxing authorities in other jurisdictions may take similar actions. Many U.S. states are also altering their apportionment formulas to increase the amount of taxable income or loss attributable to their state from certain out-of-state businesses. Further, we may be required in the future to pay sales and other taxes and fees to states where our products were warehoused before shipping. If more taxing authorities are successful in applying direct taxes to Internet companies that do not have a physical presence in their respective jurisdictions, this could increase our effective tax rate.

We may be subject to sales reporting and record-keeping obligations.

One or more states, the U.S. federal government or other jurisdictions may seek to impose reporting or record-keeping obligations on companies that engage in or facilitate e-commerce. Such an obligation could be imposed by legislation intended to improve tax compliance (and legislation to such effect has been contemplated by several states and a number of foreign jurisdictions). Complying with such requirements would require us to devote significant amounts of time, attention and other resources, including financial resources, which may adversely affect our operations and profitability.

Delaware law and our Amended and Restated Operating Agreement contain anti-takeover provisions, any of which could delay or discourage a merger, tender offer, or assumption of control of the Company not approved by our Board of Directors and founders that some stockholders may consider favorable.

Provisions of Delaware law and our limited liability company operating agreement could hamper a third party’s acquisition of us, or discourage a third party from attempting to acquire control of us. You may not have the opportunity to participate in these transactions. These provisions could also limit the price that investors might be willing to pay in the future for equity interests in the Company. These provisions include:

• the requirement that our founders, Tony Pearce and Terry Pearce, approve, among other things, changes in our capital structure, increases or decreases in the authorized size of our board and acquisitions or mergers by or of the Company; and

• the inability of our members to convene a members’ meeting without such meeting being first called by the Board of Directors, the Chief Executive Officer, or one or more members holdings units in the aggregate entitled to cast not less than 25% of the votes at that meeting.

Provisions in our Second Amended and Restated Operating Agreement could make it very difficult for an investor to bring any legal actions against our directors or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.

Our Second Amended and Restated Operating Agreement provides that, to the fullest extent permitted by law, our directors shall not be personally liable for monetary damages for breach of fiduciary duties. Our Second Amended and Restated Operating Agreement also allows us to indemnify our directors and officers from and against any and all costs, charges and expenses resulting from their acting in such capacities with us. This means that if you were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay. Accordingly, our indemnification obligations could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect the value of our business.

We will incur significant costs as a result of our operating as a public company and our management will be required to devote substantial time to compliance with the regulatory requirements placed on a public company.

As a public company with substantial operations, we will incur significant legal, accounting and other expenses. The costs of preparing and filing annual, quarterly and current reports, proxy statements and other information with the SEC and furnishing audited reports to shareholders will be time-consuming and costly.

It will also be time-consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. Certain members of our management have limited or no experience operating a company whose securities are listed on a national securities exchange or with the rules and reporting practices required by the federal securities laws as applied to a publicly traded company. We may need to recruit, hire, train and retain additional financial reporting, internal control and other personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications required by the Sarbanes-Oxley Act.

If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately. Any inability to report and file our financial results accurately and timely could harm our business and adversely affect the value of our business.

As a public company, we will be required to establish and maintain internal controls over financial reporting and disclosure controls and procedures and to comply with other requirements of the Sarbanes-Oxley Act and the rules promulgated by the SEC. Even when such controls are implemented, management, including our Chief Executive Officer and Chief Financial Officer, cannot guarantee that our internal controls and disclosure controls

and procedures will prevent all possible errors. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the possibility that judgments in decision-making can be faulty and subject to simple error or mistake. Furthermore, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, measures of control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

We have identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements.

Our management has identified material weaknesses in our internal controls over financial reporting. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We are developing a remediation plan designed to address this material weakness. If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our financial statements may contain material misstatements and we could be required to restate our financial results, which could lead to substantial additional costs for accounting and legal fees and shareholder litigation.

We have restated our prior financial statements for the year ended December 31, 2016, which may lead to additional risks and uncertainties.

This proxy statement includes our restated financial statements for the year ended December 31, 2016. The errors giving rise to the restatement were discovered in connection with the audit of such financial statements. These restatements include the correction of errors regarding (i) an increase for accrued sales returns improperly excluded, (ii) the reduction of customer prepayments for amounts that should not have remained deferred, (iii) inadequate accruals related to sales tax liability on sales during the year, (iv) an increase of related party royalty expense that was improperly excluded, (v) an adjustment to beginning member’s deficit for the effect of the business combination with EquaPressure that was improperly included in the beginning balance, (vi) on the cash flow statement an adjustment to net cash used in the purchase of property and equipment to exclude amounts that are in accounts payable that was improperly included. In addition, the following classification restatements were made on the balance sheet: (i) prepaid inventory was separated from prepaids and reported on its own line item, (ii) the accrual for personal time off was separated from other accrued liabilities and included as a component of compensation and benefits, (iii) certain accrued liabilities were long term in nature and moved from current liabilities to long term liabilities and (iv) total member’s deficit was separated into the components common units, distribution and accumulated deficit. The determination to restate these financial statements was made by our management. As a result of these events, we have become subject to a number of additional risks and uncertainties, including substantial unanticipated costs for accounting and legal fees in connection with or related to the restatement. Further, if we are unable to remediate material weaknesses in our internal controls over financial reporting that were identified in connection with these restatements, or if additional material weaknesses or significant deficiencies in our internal controls are discovered or occur in the future, our subsequent financial statements may contain material misstatements and we could be required to restate such financial results, which could lead to substantial additional costs for accounting and legal fees, as well as litigation from holders of our equity interests.

We may need to implement additional finance and accounting systems, procedures and controls as we grow our business and organization and to satisfy new reporting requirements.

We are required to comply with a variety of reporting, accounting and other rules and regulations. Compliance with existing requirements is expensive. As a public company, we will be required to comply with additional regulations and other requirements. These and future requirements may increase our costs and require additional management time and resources. We may need to implement additional finance and accounting systems, procedures and controls to satisfy our reporting requirements. If our internal control over financial reporting is determined to be ineffective, such failure could cause investors to lose confidence in our reported financial information, negatively affect the value of our business, subject us to regulatory investigations and penalties, and could have a material adverse effect on our business.

Risks Relating to the Organizational Structure after the Business Combination

Following the consummation of the Business Combination, our only significant asset will be our ownership of Purple and affiliates and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy our other financial obligations, including our obligations under the Tax Receivable Agreement.

Following the consummation of the Business Combination, we will be a holding company and will not directly own any operating assets other than our ownership of interests in Purple. We will depend on Purple for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, to pay any dividends, and to satisfy our obligations under the Tax Receivable Agreement. The earnings from, or other available assets of, Purple may not be sufficient to make distributions or pay dividends, pay expenses or satisfy our other financial obligations, including our obligations under the Tax Receivable Agreement.

GPAC is an emerging growth company, and the reduced reporting requirements applicable to emerging growth companies may make its Common Stock less attractive to investors.

GPAC is an “emerging growth company” as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”) and will continue to be an “emerging growth company” post-Business Combination. For as long as GPAC continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. GPAC could be an emerging growth company for up to five years following the completion of its initial public offering in August 2015, although GPAC could lose that status sooner if its revenues exceed $1.07 billion, if it issues more than $1.0 billion in non-convertible debt in a three year period or if the market value of its Common Stock held by non-affiliates meets or exceeds $700.0 million as of the last day of its second fiscal quarter before that time, in which case GPAC would no longer be an emerging growth company as of the following fiscal year-end. If some investors find our Common Stock less attractive because we may rely on these exemptions, there may be a less active trading market for our Common Stock, and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to opt out of this extended transition period for implementing new or revised accounting standards, which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, GPAC can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

Future sales of our Common Stock by our existing stockholders may cause our stock price to fall.

The market price of our Common Stock could decline as a result of sales by our existing stockholders in the market, or the perception that these sales could occur. These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate. In addition, subsequent public issuances of our stock would cause the interest of each current GPAC stockholder to be diluted.

Fluctuations in operating results, quarter to quarter earnings and other factors, including incidents involving Purple’s clients and negative media coverage, may result in significant decreases in the price of our Common Stock post-Business Combination.

The stock markets experience volatility that is often unrelated to operating performance. These broad market fluctuations may adversely affect the trading price of our Common Stock post-Business Combination and, as a result, there may be significant volatility in the market price of our Common Stock post-Business Combination. If we are unable to operate Purple as profitably as in the past or as our investors expect us to in the future, the market price of our Common Stock post-Business Combination will likely decline when it becomes apparent that the market expectations may not be realized. In addition to our operating results, many economic and seasonal factors outside of our control could have an adverse effect on the price of our Common Stock post-Business Combination and increase fluctuations in our quarterly earnings. These factors include certain of the risks discussed herein, operating results of other companies in the sleep and comfort products industry, changes in our financial estimates or recommendations of securities analysts post-Business Combination, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, the possible effects of war, terrorist and other hostilities, adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the sleep products industry.

We will incur higher costs post-Business Combination as a result of being a public company.

We will incur significant additional legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of our Business Combination. We will incur higher costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and related rules implemented by the SEC and NASDAQ. Enacted in July 2010, the Dodd-Frank Act contains significant corporate governance and executive

compensation-related provisions. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2016. Only in the event GPAC is deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on GPAC’s internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on GPAC’s internal control over financial reporting. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these laws and regulations to increase our legal and financial compliance costs after we cease being a blank check company and to render some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. We may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase the post-Business Combination company’s costs and expenses. These laws and regulations could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, board committees or as executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.

We do not anticipate paying any cash dividends in the foreseeable future.

Following confirmation of the Business Combination, we intend to retain future earnings, if any, for use in the business or for other corporate purposes and do not anticipate that cash dividends with respect to our Common Stock will be paid in the foreseeable future. Any decision as to the future payment of dividends will depend on our results of operations, financial position and such other factors as our board of directors, in its discretion, deems relevant. As a result, capital appreciation, if any, of our Common Stock will be a stockholder’s sole source of gain for the foreseeable future.

Provisions in our proposed amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Common Stock and could entrench management.

GPAC’s proposed amended and restated certificate of incorporation, if approved by stockholders, will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for GPAC’s securities.

GPAC is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for GPAC’s securities.

In connection with the Business Combination, we will be a “controlled company” within the meaning of NASDAQ rules and, as a result, will be exempt from certain corporate governance requirements.

Upon the consummation of the Business Combination, we anticipate that InnoHold will hold capital stock representing a majority of our outstanding voting power. So long as InnoHold maintains holdings of more than 50% of the voting power of our capital stock, we will be a “controlled company” within the meaning of NASDAQ corporate governance standards. Under these standards, a company need not comply with certain corporate governance requirements, including:

• the requirement that a majority of our board of directors consist of “independent directors” as defined under NASDAQ rules;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or otherwise have director nominees selected by vote of a majority of the independent directors; and

• the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

If we are eligible to do so following the consummation of the Business Combination, we intend to rely on certain of these exemptions. As a result, our compensation committee and nominating and corporate governance committee would not consist entirely of independent directors and will not be subject to annual performance evaluations. While a controlled company is not required to have a majority of independent directors on its board of directors, our bylaws will provide that our board of directors shall consist of a majority of independent directors unless otherwise determined by a unanimous vote of our board of directors. If we are no longer eligible to rely on the controlled company exception, we will comply with all applicable NASDAQ corporate governance requirements, but we will be able to rely on phase-in periods for certain of these requirements in accordance with NASDAQ rules. Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all NASDAQ corporate governance requirements.

We may need additional financing to execute our business plan and fund operations post-Business Combination, which additional financing may not be available on reasonable terms or at all.

To fund our acquisition and development strategies post-Business Combination, we may need to raise additional funds through various financing sources, including the sale of our equity securities and the procurement of commercial debt financing. We may be required to refinance our debt. In addition, we may also need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, developing new and existing lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, there can be no assurance that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to expand or continue Purple’s business as desired or refinance existing debt, and operating results may be adversely affected. Even if we procure new debt financing, such debt financing will increase expenses and must be repaid regardless of operating results and may involve restrictive covenants limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced, and our stockholders may experience additional dilution in net book value per share.

If the amount of capital we are able to raise from financing activities, together with Purple’s revenues from operations, is not sufficient to satisfy our capital needs, we may be required to reduce or even cease operations.

A market for GPAC’s securities may not develop, which would adversely affect the liquidity and price of GPAC’s securities.

The price of GPAC’s securities may vary significantly due to the Business Combination and general market or economic conditions. Furthermore, an active trading market for the post-Business Combination company securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are currently listed on NASDAQ. However, we cannot assure you that our securities will continue to be, listed on NASDAQ in the future or after the Business Combination. In order to continue listing our securities on NASDAQ after the Business Combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity and a minimum number of holders of our securities. Additionally, in connection with the Business Combination, we will be required to demonstrate compliance with NASDAQ’s initial listing requirements, which are more rigorous than NASDAQ’s continued listing requirements, in order to continue to maintain the listing of our securities on NASDAQ. We will also be required to obtain NASDAQ approval for the issuance of the additional shares of Common Stock that

are subject to the Share Issuance Proposal. We cannot assure you that we will be able to meet those initial listing requirements or obtain all the necessary approvals. Failure to obtain the necessary approvals could result in the failure of the Business Combination to be consummated.

On August 28, 2017, we received a written notice from the Listing Qualifications Department of NASDAQ, indicating that, based upon our non-compliance with NASDAQ Listing Rule 5550(a)(3), which requires an issuer to report a minimum of 300 public holders of its common stock (the “Minimum Holders Rule”), we would be required to submit a plan to regain compliance with the Minimum Holders Rule for the NASDAQ staff’s consideration.

On October 18, 2017, the NASDAQ staff advised us that they accepted our plan and granted us an extension until February 26, 2018 to evidence compliance with the Minimum Holders Rule. If we do not evidence compliance by such date, the NASDAQ staff will notify us that it will delist our securities. We would be entitled to request a hearing, at which hearing we would present our plan to a NASDAQ Hearings Panel and request the continued listing of our securities on NASDAQ pursuant to and pending the completion of such plan. During the pendency of the hearing process, our securities would continue to be listed on NASDAQ.

The compliance plan sets forth the actions we plan to take to enable us to have at least 300 public holders subsequent to the closing of the Business Combination. However, there can be no assurance that we will be able to meet the listing standards of NASDAQ at the closing, or if we do, that we will continue to meet the listing requirements after the closing. If we are delisted prior to the closing of the Business Combination, the Business Combination may not be completed.

If NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If our Class A Stock and warrants continue to be listed on NASDAQ, our Class A Stock and warrants will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

Purple’s level of indebtedness could adversely affect Purple’s and the post-Business Combination company’s ability to meet its obligations under its indebtedness, react to changes in the economy or its industry and to raise additional capital to fund operations.

As of June 30, 2017, Purple had total debt of $34,572 outstanding. On October 9, 2017, Purple entered into a credit agreement with Wells Fargo Bank, National Association, for a $10 million secured revolving loan facility. Purple’s and, post-Business Combination, our company’s level of indebtedness could have important consequences to stockholders. For example, it could:

• make it more difficult to satisfy our obligations with respect to our indebtedness, resulting in possible defaults on, and acceleration of, such indebtedness;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flows from operations to payments on indebtedness, thereby reducing the availability of such cash flows to fund working capital, capital expenditures and other general corporate requirements or to carry out other aspects of its business;

• limit our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements or to carry out other aspects of its business;

• limit our ability to make material acquisitions or take advantage of business opportunities that may arise; and

• place us at a potential competitive disadvantage compared to its competitors that have less debt.

We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility.

Future operating flexibility is limited in significant respects by the restrictive covenants in Purple’s existing credit facility, and we may be unable to comply with all covenants in the future.

Purple’s existing credit facility imposes restrictions that could impede Purple’s and, post-Business Combination, our company’s ability to enter into certain corporate transactions, as well as increases our vulnerability to adverse economic and industry conditions, by limiting our flexibility in planning for, and reacting to, changes in our business and industry. These restrictions will limit our ability to, among other things:

• incur additional debt unless such debt is subordinated and in an amount less than $10 million;

• guarantee additional debt;

• pay dividends on capital stock or redeem, repurchase, retire or otherwise acquire any capital stock;

• make certain capital expenditures in excess of $10 million;

• make certain payments, dividends, distributions or investments;

• create liens on Purple’s assets; and

• merge or consolidate with other companies or transfer all or substantially all of Purple’s assets, other than with respect to the Business Combination.

In addition, Purple’s existing credit facility contains certain financial covenant requirements. The restrictions may prevent Purple and, post-Business Combination, our company from taking actions that we believe would be in the best interests of the business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. Purple’s ability to comply with these restrictive covenants in future periods will largely depend on its ability to successfully implement its overall business strategy. We cannot assure you that Purple will be granted any waivers or amendments under the credit facility if for any reason it is unable to comply with its terms in the future. The breach of any of these covenants or restrictions could result in a default, which could result in the acceleration of Purple’s debt. In the event of an acceleration of Purple’s debt, Purple could be forced to apply all available cash flows to repay such debt, which would reduce or eliminate distributions to us, which could also force us into bankruptcy or liquidation.

We could issue additional preferred stock without stockholder approval with the effect of diluting then current stockholder interests, impairing their voting rights and potentially discouraging a takeover that stockholders may consider favorable.

Pursuant to our amended and restated certificate of incorporation, the board of directors of the post-Business Combination company will have the ability to authorize the issuance of up to five million shares of preferred stock as any time and from time to time, with such terms and preferences as the board determines and without any stockholder approval other than as may be required by NASDAQ rules. The issuance of such shares of preferred stock could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of such preferred stock could also be used as a method of discouraging, delaying or preventing a change of control.

Risks Relating to the Business Combination

Purple operates in a sector which is outside of GPAC’s management’s area of expertise.

Although our management has endeavored to evaluate the risks inherent in the Business Combination, we cannot assure you that we have adequately ascertained or assessed all of the significant risks. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in Purple. Our management’s expertise may not be directly applicable to the evaluation or operation of Purple’s business, and the information contained in this proxy statement regarding the areas of our management’s expertise would not be relevant to an understanding of Purple.

GPAC has a limited ability to assess the management of Purple’s business and, as a result, cannot assure you that Purple’s management has all the skills, qualifications or abilities to manage a public company.

GPAC’s ability to assess Purple’s business’s management may be limited due to a lack of time, resources or information. GPAC’s assessment of the capabilities of Purple’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities GPAC suspected. Should Purple’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of our company post-Business Combination may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by GPAC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws proxy statement materials relating to the Business Combination contained an actionable material misstatement or material omission.

The officers and directors of Purple may resign subsequent to the completion of the Business Combination. The departure of Purple’s key personnel could negatively impact the operations and profitability of Purple.

Although GPAC contemplates that key personnel of Purple will remain associated with Purple following the Business Combination, it is possible such members will not wish to remain in place. The departure of Purple’s key personnel could negatively impact the operations and profitability of Purple.

The fact that Purple is a private company limits GPAC’s access to all information that may be relevant to the Business Combination. This may result in a Business Combination that is not as profitable as GPAC suspects.

By definition, very little public information exists about private companies, and GPAC has been required to make decisions on whether to pursue the Business Combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as GPAC suspected, if at all.

GPAC may be unable to obtain additional financing to complete the Business Combination, which could compel GPAC to restructure or abandon the Business Combination.

Although we believe that the net proceeds from the Trust Account will be sufficient to allow GPAC to complete the Business Combination, if such proceeds prove to be insufficient, including because of the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with the Business Combination, we may be required to seek additional debt or equity financing or to abandon the Business Combination. We cannot assure you that such debt or equity financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete the Business Combination, we would be compelled to either restructure the transaction or abandon the Business Combination. None of GPAC’s Sponsor, officers, directors or stockholders is required to provide any financing to GPAC in connection with or after the Business Combination. If GPAC is unable to complete an initial business combination before February 5, 2018, GPAC’s public stockholders may only receive approximately $10.00 per share on the liquidation of GPAC’s trust account, and GPAC’s warrants will expire worthless.

GPAC’s executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with GPAC’s interests.

GPAC’s Sponsor, officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. The members of our board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting. These interests include, among other things:

• the fact that the Administrative Services Agreement with our Sponsor will terminate if the Business Combination is consummated;

• the continuation of certain of our officers and directors as directors (but not officers) of the Company post-Business Combination, which will entitle them to compensation as non-employee directors post-Business Combination as described under “Management After the Business Combination — Director Compensation;” and

• the continued indemnification of current directors and officers of GPAC and the continuation of directors’ and officers’ liability insurance after the Business Combination.

As a result, GPAC’s Sponsor, officers and directors have financial incentives to see the Business Combination consummated. These interests may influence GPAC’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the transactions contemplated thereby.

Our Sponsor, officers and directors have agreed to vote their shares in favor of the Business Combination, regardless of how GPAC’s public stockholders vote.

In connection with the Business Combination, our Sponsor, officers and directors have agreed to vote their Founder Shares and all shares of Common Stock acquired by our Sponsor during or after our initial public offering in favor of the Business Combination. Currently, our Sponsor, officers and directors collectively own approximately 24% of our outstanding shares of Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if our Sponsor, officers and directors agreed to vote their shares in accordance with the majority of the votes cast by GPAC’s public stockholders.

We may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case GPAC would cease all operations except for the purpose of winding up and GPAC would redeem GPAC’s public shares and liquidate.

We must complete an initial business combination by February 5, 2018. We may not be able to consummate the Business Combination or any other business combination by such date. If we have not completed any initial business combination by such date, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of the Common Stock.

Our Sponsor, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of GPAC’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that GPAC’s Sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in an agreement with Purple that requires GPAC to have a minimum amount of $100.0 million of Net Parent Cash at the closing of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of the Common Stock and the number of beneficial holders of GPAC’s securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of GPAC’s securities on a national securities exchange.

If you or a “group” of stockholders are deemed to hold 10% or more of the Common Stock, you will lose the ability to redeem all such shares in excess of 10% of the Common Stock.

GPAC’s current amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of 10% or more of the shares sold in GPAC’s initial public offering, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over GPAC’s ability to complete the Business Combination and you could suffer a material loss on your investment in GPAC if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination. And as a result, you will continue to hold that number of shares exceeding 10% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

If we do not complete the Business Combination with Purple, it may be more difficult for GPAC to complete another business combination. If we are unable to complete a business combination, our public stockholders may receive only approximately $10.00 per share, on GPAC’s redemption, and our warrants will expire worthless.

If we do not complete the Business Combination with Purple and need to look for another target, we expect to encounter intense competition from other entities having a business objective similar to GPAC’s, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing to acquire targets. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than GPAC does and GPAC’s financial resources are relatively limited when contrasted with those of many of these competitors. GPAC’s ability to compete with respect to the acquisition of certain target businesses which are sizable is limited by GPAC’s available financial resources. This inherent competitive limitation gives others an advantage in pursuing acquisitions over GPAC. Furthermore, GPAC is obligated to pay cash for the shares of Common Stock redeemed and, in the event GPAC seeks stockholder approval of its business combination, GPAC makes purchases of its Common Stock, potentially reducing the resources available to GPAC for its business combination. Any of these obligations may place GPAC at a competitive disadvantage in successfully negotiating a business combination. Finally, any business combination would need to be completed by February 5, 2018 which leaves little time for identifying, investigating, negotiating, signing, and completing a business combination. If GPAC is unable to complete its initial business combination, its public stockholders may receive only approximately $10.00 per share on the liquidation of GPAC’s trust account and GPAC’s warrants will expire worthless.

Subsequent to our completion of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.

Even though we have conducted extensive due diligence on Purple, we cannot assure you that this diligence will surface all material issues that may be present, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our or Purple’s control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Although these charges may be non-cash items and would not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about our securities post-Business Combination. In addition, charges of this nature may cause us to violate debt covenants to which we may be subject. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to

have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement contained an actionable material misstatement or material omission.

GPAC stockholders may be held liable for claims by third parties against GPAC to the extent of distributions received by them upon redemption of their shares.

Under the Delaware General Corporation Law, or DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of GPAC’s trust account distributed to GPAC’s public stockholders upon the redemption of GPAC’s public shares in the event we do not complete an initial business combination by February 5, 2018 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is GPAC’s intention to redeem GPAC’s public shares as soon as reasonably possible following February 5, 2018 in the event GPAC does not complete its business combination and, therefore, GPAC does not intend to comply with those procedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires GPAC to adopt a plan, based on facts known to GPAC at such time that will provide for GPAC’s payment of all existing and pending claims or claims that may be potentially brought against GPAC within the 10 years following GPAC’s dissolution. However, because GPAC is a blank check company, rather than an operating company, and GPAC’s operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from GPAC’s vendors (such as lawyers, investment bankers and auditors) or prospective target businesses. If GPAC’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that GPAC will properly assess all claims that may be potentially brought against GPAC. As such, GPAC stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of GPAC stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of GPAC’s public shares in the event we do not complete an initial business combination by February 5, 2018 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

GPAC did not obtain an opinion from an independent investment banking or accounting firm, and consequently, you have no assurance from an independent source that the price GPAC is paying for the business is fair to GPAC from a financial point of view.

GPAC is not required to obtain an opinion from an independent investment banking or accounting firm that the price GPAC is paying for the Business Combination is fair to GPAC from a financial point of view. Our board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Our officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds, together with the experience and sector expertise of our financial advisors enabled them to make the necessary analyses and determinations regarding the business combination with Purple. In addition, our officers and directors and our advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of our board of directors in valuing Purple’s business, and assuming the risk that the board of directors may not have properly valued such business.

The grant and future exercise of registration rights may adversely affect the market price of our Class A Stock.

Pursuant to the existing registration rights agreement with our Sponsor and the registration rights agreement to be entered into in connection with the Business Combination and which are described elsewhere in this proxy statement, our Sponsor and InnoHold can demand that we register their registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that we undertake. The registrable securities under these agreements include the Founder Shares, the Purple Warrants, the shares of Class A Stock issuable upon the exercise of the Purple Warrants and the shares of Class A Stock issuable upon the exchange of the Class B Units and shares of Class B Stock issued as Equity Consideration.

Following the consummation of the Business Combination, we intend to file and maintain an effective registration statement under the Securities Act covering all the shares of Class A Stock issuable upon exercise of all Public Warrants, all shares issuable upon the exchange of the Class B Units and shares of Class B Stock issued as Equity Consideration, all Purple Warrants and all shares of Class A Stock issuable upon exercise of such Purple Warrants and the Founder Shares.

The registration of these shares will permit the public resale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Common Stock post-Business Combination.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of GPAC’s key personnel, some of whom may join Purple following the Business Combination. The loss of key personnel could negatively impact the operations and profitability of Purple.

Our ability to successfully effect the Business Combination is dependent upon the efforts of our key personnel. The role of GPAC’s key personnel in Purple, however, cannot presently be ascertained. Although certain of GPAC’s directors, including Pano Anthos and Gary DiCamillo, intend to remain or become members of the board of directors following the Business Combination, most of the management of Purple will remain in place. While GPAC intends to closely scrutinize any individuals the Purple management intends to engage after the Business Combination, we cannot assure you that the Purple management’s assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause Purple to have to expend significant time and resources helping them become familiar with such requirements.

Sales of a substantial number of shares of our Common Stock in the public market following this Business Combination could adversely affect the market price of our Common Stock.

Approximately 2,587,500 Founder Shares that our Sponsor, officers and directors will continue to hold (either directly, through affiliates or through interests in the Sponsor) following the Business Combination will be subject to the existing one year Founder Lock-Up on these shares. After the lock-up agreements expire, these shares will become eligible for future sale in the public market. Sales of a significant number of these shares of Common Stock in the public market, or the perception that such sales could occur, could reduce the market price of the Common Stock.

Tax Risks Relating to the Structure after the Business Combination

Although we may be entitled to tax benefits relating to additional tax depreciation or amortization deductions as a result of the tax basis step-up we receive in connection with the exchanges of Class B Units into our Class A Stock and related transactions, we will be required to pay InnoHold 80% of these tax benefits under the Tax Receivable Agreement.

InnoHold may, subject to certain conditions and transfer restrictions, exchange its Class B Units and shares of Class B Stock for shares of Class A Stock pursuant to the Exchange Agreement (which is attached to this Proxy Statement as Annex E). The deemed exchanges in the Business Combination and any exchanges pursuant to the Exchange Agreement, are expected to result in increases in our allocable share of the tax basis of the tangible and intangible assets of Purple. These increases in tax basis may increase (for tax purposes) depreciation and

amortization deductions and therefore reduce the amount of income or franchise tax that we would otherwise be required to pay in the future, although the Internal Revenue Service (“IRS”) or any applicable foreign, state or local tax authority may challenge all or part of that tax basis increase, and a court could sustain such a challenge.

In connection with the Business Combination, we will enter into the Tax Receivable Agreement, which generally provides for the payment by us to exchanging holders of Class B Units and shares of Class B Stock of 80% of certain tax benefits, if any, that we realize as a result of these increases in tax basis and of certain other tax benefits related to entering into the Tax Receivable Agreement, including income or franchise tax benefits attributable to payments under the Tax Receivable Agreement. These payment obligations pursuant to the Tax Receivable Agreement are the obligation of GPAC and not of Purple. While the actual increase in our allocable share of Purple’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of our income, we expect that as a result of the possible size and frequency of the exchanges and the resulting increases in the tax basis of the tangible and intangible assets of Purple, the payments that we expect to make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on our financial condition. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of GPAC by the holders of units. See “Proposal No. 1 — Approval of the Business Combination — Related Agreements — Tax Receivable Agreement.”

InnoHold will not be required to reimburse us for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, excess payments made to such holders will be netted against payments otherwise to be made, if any, after the determination of such excess. As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.

In certain cases, payments under the Tax Receivable Agreement may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement provides that, in the event that we exercise our right to early termination of the Tax Receivable Agreement, or in the event of a change of control of the Company or we are more than 90 days late in making of a payment due under the Tax Receivable Agreement, the Tax Receivable Agreement will terminate, and we will be required to make a lump-sum payment to InnoHold equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income. The change of control payment to InnoHold could be substantial and could exceed the actual tax benefits that we receive as a result of acquiring units from other owners of Purple because the amounts of such payments would be calculated assuming that we would have been able to use the potential tax benefits each year for the remainder of the amortization periods applicable to the basis increases, and that tax rates applicable to us would be the same as they were in the year of the termination.

Decisions made in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by the other holders of Class B Units and shares of Class B Stock under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase an existing owner’s tax liability without giving rise to any rights of holders of Class B Units and shares of Class B Stock to receive payments under the Tax Receivable Agreement.

There may be a material negative effect on our liquidity if the payments under the Tax Receivable Agreement exceed the actual income or franchise tax savings that we realize in respect of the tax attributes subject to the Tax Receivable Agreement or if distributions to us by Purple are not sufficient to permit us to make payments under the Tax Receivable Agreement after we have paid taxes and other expenses. Furthermore, our obligations to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly

in the case of an acquirer that cannot use some or all of the tax benefits that are deemed realized under the Tax Receivable Agreement. We may need to incur additional indebtedness to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise which may have a material adverse effect on our financial condition.

We may not be able to realize all or a portion of the tax benefits that are expected to result from the acquisition of Units from Purple Class B Unitholders.

Pursuant to the Tax Receivable Agreement, GPAC will share tax savings resulting from (A) the amortization of the anticipated step-up in tax basis in Purple’s assets as a result of (i) the Business Combination and (ii) the exchange of (a) the Class B Units and (b) the Class B Stock, in each case that were received in connection with the Business Combination, for shares of Class A Stock pursuant to the Exchange Agreement attached to this proxy statement as Annex E and (B) certain other related transactions with InnoHold. The amount of any such tax savings attributable to the payment of cash to InnoHold in the Business Combination and the exchanges contemplated by the Exchange Agreement will be paid 80% to InnoHold and retained 20% by the Company. Any such amounts payable will only be due once the relevant tax savings have been realized by the Company. Our ability to realize, and benefit from, these tax savings depends on a number of assumptions, including that we will earn sufficient taxable income each year during the period over which the deductions arising from any such basis increases and payments are available and that there are no adverse changes in applicable law or regulations. If our actual taxable income were insufficient to fully utilize such tax benefits or there were adverse changes in applicable law or regulations, we may be unable to realize all or a portion of these expected benefits and our cash flows and stockholders’ equity could be negatively affected.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

• changes in the valuation of our deferred tax assets and liabilities;

• expected timing and amount of the release of any tax valuation allowances;

• tax effects of stock-based compensation;

• costs related to intercompany restructurings; and

• changes in tax laws, regulations or interpretations thereof.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Risks Relating to Redemptions and Certain Outstanding Securities of GPAC

The ability of GPAC’s public stockholders to redeem their shares for cash may make GPAC’s financial condition unattractive to Purple, which may affect GPAC’s ability to close the Business Combination.

Purple requires that GPAC have a minimum amount of $100.0 million of Net Parent Cash as a closing condition to the Business Combination. Therefore GPAC will need to reserve a portion of the cash in the Trust Account to meet such requirements, or, if such amounts are not available after taking into account all redemptions, arrange for third party debt or equity financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. If too many public stockholders exercise their redemption rights, GPAC would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination unless this condition is waived. Furthermore, in no event will GPAC redeem its public shares in an amount that would cause GPAC’s net tangible assets to be less than $5,000,001 upon the closing of the Business

Combination (so that GPAC is not subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to GPAC’s initial business combination. Consequently, if accepting all properly submitted redemption requests would cause GPAC’s net tangible assets to be less than $5,000,001, or such greater amount necessary to satisfy a closing condition as described above, GPAC would not proceed with such redemption and the related business combination and may instead search for an alternate business combination.

The ability of GPAC’s public stockholders to exercise redemption rights with respect to a large number of GPAC’s shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

The Merger Agreement requires GPAC to have a minimum amount of $100.0 million of Net Parent Cash at closing. Therefore the probability that the Business Combination will be unsuccessful is increased by the amount of stockholder redemptions. If the Business Combination is unsuccessful and GPAC is not able to consummate another business combination before February 5, 2018, you will not receive your pro rata portion of the trust account until GPAC liquidates the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time GPAC’s stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with GPAC’s redemption until GPAC liquidates or you are able to sell your stock in the open market.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of our Common Stock for a pro rata portion of the funds held in the Trust Account.

Holders of public shares are required to affirmatively vote either for or against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In addition, in order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled “Special Meeting in Lieu of the 2017 Annual Meeting of GPAC Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

GPAC’s public stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) GPAC’s completion of the Business Combination, and then only in connection with those shares of Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of GPAC’s public shares if GPAC is unable to complete its business combination by February 5, 2018, subject to applicable law and as further described herein. In addition, if GPAC plans to redeem its public shares if GPAC is unable to complete a business combination by February 5, 2018, for any reason, compliance with Delaware law may require that GPAC submits a plan of dissolution to GPAC’s then-existing stockholders for approval prior to the distribution of the proceeds held in GPAC’s trust account. In that case, public stockholders may be forced to wait beyond February 5, 2018 before they receive funds from the Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

If third parties bring claims against GPAC, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

GPAC’s placing of funds in the Trust Account may not protect those funds from third-party claims against GPAC. Although GPAC will seek to have all vendors, service providers (other than GPAC’s independent auditors), Purple or other entities with which GPAC does business execute agreements with GPAC waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of GPAC’s public

stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against GPAC’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, GPAC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to GPAC than any alternative.

Examples of possible instances where GPAC may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with GPAC and will not seek recourse against the Trust Account for any reason. Upon redemption of GPAC’s public shares, if GPAC is unable to complete the Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, GPAC will be required to provide for payment of claims of creditors that were not waived that may be brought against GPAC within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. Paul Zepf, GPAC’s current Chief Executive Officer, has agreed to be liable to GPAC if and to the extent any claims by a vendor for services rendered or products sold to GPAC, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under GPAC’s indemnity of the underwriters of GPAC’s initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Mr. Zepf will not be responsible to the extent of any liability for such third party claims. GPAC has not independently verified whether Mr. Zepf has sufficient funds to satisfy their indemnity obligations and, therefore, Mr. Zepf may not be able to satisfy those obligations. GPAC has not asked Mr. Zepf to reserve for such eventuality.

GPAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for GPAC to complete a Business Combination with which a substantial majority of GPAC’s stockholders do not agree.

GPAC’s current amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will GPAC redeem its public shares in an amount that would cause GPAC’s net tangible assets to be less than $5,000,001 upon the closing of the Business Combination (such that GPAC is not subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. As a result, GPAC may be able to complete the Business Combination even if a substantial majority of GPAC’s public stockholders do not agree with the transaction and have redeemed their shares.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). This transaction is between a public shell (GPAC) and an operating company (Purple). Purple’s parent, InnoHold, will obtain voting control of GPAC. Since GPAC is the legal acquirer of Purple, InnoHold will maintain control of Purple at the time of the transaction. Purple’s senior management will comprise the senior management of the combined company and a majority of the directors of the company post- transaction will be the previous investors in InnoHold and Purple or individuals identified by Purple for election to the Board. As such the net assets will be accounted for on a carryover basis with no goodwill or other intangible assets recorded. Operations prior to the merger will be those of Purple. This determination was primarily based on Purple comprising the ongoing operations of the combined company.

The historical financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the post-Business Combination company. The unaudited pro forma condensed combined balance sheet is based on the historical unaudited condensed balance sheet of Purple, and the historical unaudited condensed balance sheet of GPAC, as of June 30, 2017 and has been prepared to reflect the Business Combination as if it occurred on June 30, 2017. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2017 combines the historical unaudited results of operations of Purple, and the historical unaudited results of operations of GPAC, for the six months ended June 30, 2017 giving effect to the business combination as it is occurred on January 1, 2017. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 combines the historical results of operations of Purple for the year ended December 31, 2016, with the historical results of operations for GPAC for the year ended December 31, 2016, giving effect to the Business Combination as if it had occurred on January 1, 2016.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2017 was derived from Purple’s unaudited condensed statement of operations, and GPAC’s unaudited condensed statement of operations, for the six months ended June 30, 2017, each of which is included elsewhere in this proxy statement. Such unaudited condensed interim financial information has been prepared on a basis consistent with the audited financial statements of Purple and GPAC, respectively, and should be read in conjunction with the interim unaudited financial statements and audited financial statements and related notes, each of which is included elsewhere in this proxy statement. The unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2016 was derived from Purple’s audited statement of operations, and GPAC’s audited statement of operations, for the year ended December 31, 2016, all as included elsewhere in this proxy statement.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination and the proposed related financing transactions been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The post-Business Combination company will incur additional costs after the Business Combination in order to satisfy its obligations as a fully reporting public company. In addition, the company anticipates the adoption of various stock compensation plans or programs that are typical for employees, officers and directors of public companies. No adjustment to the unaudited pro forma statement of operations has been made for these items as they are not directly related to the Business Combination and their amounts are not yet known.

Subsequent to June 30, 2017, on August 3, 2017, in connection with stockholder approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, stockholders representing 3,416,480 shares elected to redeem their shares for a pro rata share of the amount in the Trust Account resulting in approximately $34,269,000 that was removed from the Trust Account in connection with such redemptions at a redemption value of approximately $10.03 per share. This transaction is reflected in the pro forma balance sheet as the shareholder approval and related redemptions are directly related to the Business Combination.

Subsequent to June 30, 2017, on September 1, 2017, GPAC received a $2.5 million fee for releasing a third party from a non-circumvention agreement with the Company relating to a planned prior business combination that was not consummated. In connection with the receipt of this payment by the Company, the Company paid down approximately $2.3 million of accrued liabilities relating to that business combination including the Sponsor Note for $1.2 million together with approximately $57,000 of accrued interest. The payment and settlement of these liabilities in September 2017 is not reflected in the unaudited pro forma condensed combined balance sheet at June 30, 2017 because it is not related to the Business Combination.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the sections entitled “Purple Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “GPAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of GPAC and Purple, included elsewhere in this proxy statement.

The unaudited pro forma condensed combined financial statements have been prepared using two different levels of redemptions of Common Stock:

• Assuming No Redemption: This presentation assumes that no GPAC stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account (beyond those redemption rights that were exercised in connection with a stockholder vote held on August 3, 2017); and

Unaudited Pro Forma Condensed Combined Balance Sheet
as of June 30, 2017
(in thousands)

	Global Partner Acquisition Corp.			Purple Innovation, LLC			Pro Forma Adjustments			Footnote Reference		Proforma Combined (Assuming no Redemption of Common Stock)		Proforma Adjustments (Assuming Redemption of 1,000,000 Shares of Common Stock)			Footnote Reference		Proforma Combined (Assuming Redemption of 1,000,000 Shares of Common Stock)
ASSETS
Current assets:
Cash and cash equivalents	$	188		$	2,159		$	121,404		3(b	)	$	50,000		(10,000	)	3(g	)	$	40,000
								(58,159	)	3(c	)
								(4,000	)	3(d	)
								(11,404	)	3(d	)
								(188	)	3(h	)

Accounts receivable, net					2,151								2,151							2,151
Inventories, net					11,675								11,675							11,675
Prepaid expenses and other current assets		33			2,351								2,384							2,384
Total current assets	$	221		$	18,336		$	47,653				$	66,210		(10,000	)			$	56,210
Cash and investments held in Trust Account		155,781						(34,269	)	3(a	)		—							—
								(121,404	)	3(b	)
								(108	)	3(b	)
Property and equipment, net		—			10,068								10,068							10,068
Intangible assets, net		—			130								130							130
Deferred tax asset, non-current		—						23,500		3(f	)		23,500							23,500
Other assets		—			5								5							5
TOTAL ASSETS	$	156,002		$	28,539		$	(84,628	)			$	99,913	$	(10,000	)			$	89,913
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	11		$	12,581		$	(188	)	3(h	)	$	12,404						$	12,404
Accrued sales returns		—			4,149								4,149							4,149
Accrued expenses and other current liabilities		1,065			10,646			(108	)	3(b	)		11,603							11,603

Customer prepayments		—			1,262								1,262							1,262
Notes payable and accrued interest – related party		1,240			—								1,240							1,240
Current portion of long-term obligations					14								14							14
Total current liabilities	$	2,316		$	28,652		$	(296	)			$	30,672		—				$	30,672
Payable under tax agreement		—			—			18,800		3(f	)		18,800							18,800
Deferred underwriting compensation		4,658			—			(4,658	)	3(d	)		—							—
Long-term obligations, net of current portion		—			20								20		—					20
Other long term liabilities		—			1,417								1,417							1,417
Common stock subject to possible redemption		144,028			—			(34,269	)	3(a	)		—							—
								(109,759	)	3(a	)
Total liabilities	$	151,002		$	30,089		$	(130,182	)			$	50,909		—				$	50,909
Commitments and contingencies – Note 8
Stockholders’ Equity (Deficit):
Preferred stock		—			—								—							—
Common stock		—			—			—					—							—
Class A common stock								2		3(a	)		2		(1	)	3(g	)		1
								—		3(a	)		—							—
Class B common stock								81		3(c	)		81							81
Additional paid-in capital		7,890			—			109,757		3(a	)		7,464		(9,999	)	3(g	)		5,574
								(58,159	)	3(c	)				8,109		3(i	)
								809,830		3(c	)
								(809,911	)	3(c	)
								(50,000	)	3(c	)
								658		3(d	)
								(11,404	)	3(d	)
								(2,890	)	3(e	)
								(239	)	3(e	)
								4,700		3(f	)
								7,232		3(i	)
Members equity		—			(1,550	)		1,311		3(c	)		—		—
								239		3(e	)
Retained earnings		(2,890	)					2,890		3(e	)		—		—					—
Non-controlling interests (deficit)		—			—			50,000		3(c	)		41,457		(8,109	)	3(i	)		33,348
								(1,311	)	3(c	)
								7,232		3(i	)
Total stockholders’ equity (deficit)	$	5,000		$	(1,550	)	$	45,554				$	49,004		(10,000	)			$	39,004
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	156,002		$	28,539		$	(84,628	)			$	99,913	$	(10,000	)			$	89,913

See accompanying notes to unaudited condensed combined pro forma financial statements

Unaudited Pro Forma Condensed Combined Statements of Operations
For the Six Months Ended June 30, 2017
(dollars in thousands except per share amounts)

	Global Partner Acquisition Corp.			Purple Innovation, LLC		Pro Forma Adjustments			Footnote Reference		Proforma Combined (Assuming no Redemption of Common Stock)			Proforma Adjustments (Assuming Redemption of 1,000,000 Shares of Common Stock)			Footnote Reference		Proforma Combined (Assuming Redemption of 1,000,000 Shares of Common Stock)
Revenues, net		—			77,810		—					77,810			—					77,810
Cost of revenues		—			42,342		—					42,342			—					42,342
Gross profit		—			35,468		—					35,468			—					35,468

Operating expenses
Marketing and sales		—			28,315		—					28,315			—					28,315
General and administrative		560			4,953		—					5,513			—					5,513
Research and development		—			549							549			—					549
Total operating expenses		560			33,817		—					34,377								34,140
Income from operations		(560	)		1,651		—					(1,091	)		—					(1,091	)
Interest income (expense), net		400			—		(400	)	4(b	)		—			—					—
												—
												—
Income before income tax expense		(160	)		1,651		(400	)				1,091			—					1,091
Income tax expense		(100	)				100		4(b	)		—								—
							(64	)	4(c	)		(64	)							(64	)
Net income (loss)	$	(260	)	$	1,651	$	(378	)			$	1,027		$	—				$	1,027
Less: Non-controlling interests		—			—		(869	)	4(d	)		(869	)		(9	)	4(d	)		(878	)

Income (loss) available to common stockholders	$	(260	)	$	1,651	$	(1,233	)			$	158		$	(12	)			$	149

Weighted average common shares outstanding: Basic and diluted		5,000,000					9,696,020		5(a	)		14,696,020			(1,000,000	)	5(a	)		13,696,020
Net income (loss) per share available: to common stockholders	$	(0.05	)								$	0.01							$	0.01

See accompanying notes to unaudited condensed combined pro forma financial statements

Unaudited Pro Forma Condensed Combined Statements of Operations
For the Year Ended December 31, 2016
(dollars in thousands except per share amounts)

	Global Partner Acquisition Corp.			Purple Innovation, LLC			Pro Forma Adjustments			Footnote Reference		Proforma Combined (Assuming no Redemption of Common Stock)			Proforma Adjustments (Assuming Redemption of 1,000,000 Shares of Common Stock)			Footnote Reference		Proforma Combined (Assuming Redemption of 1,000,000 Shares of Common Stock)
Revenues, net	$	—		$	65,473		$	—				$	65,473							$	65,473
Cost of revenues		—			43,996			—					43,996			—					43,996
Gross profit		—			21,477			—					21,477			—					21,477

Operating expenses
Marketing and sales		—			17,901			—					17,901			—					17,901
General and administrative and other		2,657			4,666			—					7,323			—					7,323
Research and development		—			792								792			—					792
Total operating expenses		2,657			23,359			—					26,016			—					26,016
Income from operations		(2,657	)		(1,882	)		—					(4,539	)		—					(4,539	)
Interest and other income (expense), net		330			(19	)		(330	)	4(b	)		(19	)		—					(19	)

Income before income tax expense		(2,327	)		(1,901	)		(330	)				(4,558	)		—					(4,558	)
Income tax expense		—			—			268		4(c	)		268								268
Net income (loss)	$	(2,327	)	$	(1,901	)	$	(62	)			$	(4,290	)	$	—				$	(4,290	)
Less: Non-controlling interests		—			—			3,629		4(d	)		3,629			39					3,668
Income (loss) available to common stockholders	$	(2,327	)	$	(1,901	)	$	3,567				$	(661	)	$	39				$	(622	)

Weighted average common shares outstanding: Basic and diluted		4,787,000						9,909,020		5(a	)		14,696,020			(1,000,000	)	5(a	)		13,696,020

Net income (loss) per share available: to common stockholders	$	(0.49	)									$	(0.05	)						$	(0.05	)

See accompanying notes to unaudited condensed combined pro forma financial statements

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Description of Transaction

The Business Combination consists of a series of transactions pursuant to which we will acquire the Purple business through the merger of Merger Sub with and into Purple, with Purple being the survivor in the merger. GPAC’s name will be changed to Purple Innovation, Inc.

• InnoHold, LLC, Purple’s sole common equity holder (“InnoHold”), will receive in consideration for its common units in Purple: (i) cash (the “Cash Consideration”), (ii) newly issued shares of class B common stock of the Company (“Class B Stock”) and (iii) newly issued class B limited liability company common units in Purple (“Class B Units”and together with the Class B Stock, the “Equity Consideration”). The total merger consideration (the “Merger Consideration”) payable to InnoHold will be determined by a formula which deducts from Purple’s agreed upon enterprise value of $900 million the amount of Purple’s indebtedness and transaction expenses and adds the amount of cash held by Purple. The portion of the Merger Consideration attributable to the Cash Consideration will be determined by deducting from the sum of (i) the cash resources held by the Company at the closing of the Business Combination (the “Closing”) (after provision for the payment of the Company’s expenses and other liabilities and the amounts necessary to satisfy any public stockholder redemptions in connection with the Closing) (“Net Parent Cash”) and (ii) Purple’s remaining cash after paying its transaction expenses, an amount equal to $40 million, plus an amount equal to the excess, if any, of the Net Parent Cash over $100 million, up to an aggregate of an additional $10 million, with any amounts in excess of such $10 million to be allocated based on a split to be agreed upon by Purple and the Company between Cash Consideration and cash to be left on Purple’s balance sheet. The Equity Consideration will be equal in value to the remainder of the total consideration after calculating the Cash Consideration, with one share of Class B Stock and one Class B Unit valued together at the price per share of the Company’s common stock to be paid by the Company in the redemption of its public stockholders in connection with the Closing (the “Redemption Price”). The Merger Consideration will be paid at the Closing based on an estimate of the indebtedness, cash and Purple’s transaction expenses, with a post-closing true-up payable in cash (unless the Company does not have sufficient cash reserves, in which case it can pay in additional Class B Stock and Class B Units, together valued at the Redemption Price for each such share and unit set) to the extent that the actual numbers vary from the estimates.

• Following the lock-up period provided for in the Lock-Up Agreement, InnoHold will be entitled to exchange one share of Class B Stock and one Class B Unit together for one share of Class A common stock of the Company (“Class A Stock”), following the lock-up period provided for in the Lock-Up Agreement (generally one year). Following the Closing, the Company will own all of the Class A membership units of Purple (the “Class A Units”). The Class B Stock will have one vote per share, voting together with the Company’s currently issued and outstanding shares of common stock (which will be renamed as the Class A Stock), but will have no economic rights. The Class A Units will be entirely owned by the Company and will have the sole voting rights in Purple while the Class B Units will have no voting rights in Purple (except as required by law or certain other limited matters). The Class A Units and the Class B Units will have equal economic rights per Unit. Following the Closing, Purple will hold a majority of the voting power of the Company and a majority of the economic interests in Purple.

follows: tax savings attributable to the Purple equity held by the Company will be paid 80% to InnoHold and retained 20% by the Company.

• Third party Business Combination transaction expenses will be paid at closing in an amount of up to $11.4 million in the aggregate for the Company and approximately $4.0 million for Purple.

• Pursuant to the Sponsor Share Agreement and the Agreement to Assign Warrants, Global Partner Sponsor I LLC (the “Sponsor”) will: (a) forfeit 1,293,750 of its founder shares (or 33.3% of its 3,881,250 founder shares), (b) subject another 1,293,750 shares of Company common stock owned by it to vesting and forfeiture based on the common stock price performance of the post-Business Combination company over eight years following the consummation of the Business Combination and (c) transfer to InnoHold its 12,815,000 warrants, entitling the holder to purchase 6,407,500 shares of the Company’s common stock.

2. Basis of Presentation

This transaction is between a public shell (GPAC) and an operating company (Purple). Purple’s parent, InnoHold, will obtain voting control of GPAC. Although GPAC is the legal acquirer of Purple, InnoHold will maintain control of Purple at the time of the transaction. Purple’s senior management will comprise the senior management of the combined company and a majority of the directors of the company post- transaction will be the previous investors in InnoHold and Purple or individuals identified by Purple for election to the Board. As such the net assets will be accounted for on a carryover basis with no goodwill or other intangible assets recorded. Operations prior to the merger will be those of Purple. This determination was primarily based on Purple comprising the majority ownership, control of the appointment of directors to the Board, management and ongoing operations of the combined company The unaudited pro forma condensed combined balance sheet as of June 30, 2017 was derived from Purple’s unaudited balance sheet, and GPAC’s unaudited condensed balance sheet, as of June 30, 2017. The unaudited pro forma condensed combined balance sheet as of June 30, 2017 assumes that the Business Combination was completed on June 30, 2017.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2017 was derived from Purple’s unaudited statement of operations, and GPAC’s unaudited condensed statement of operations, for the six months ended June 30, 2017. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2017 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2017. The unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2016 was derived from Purple’s audited statement of operations, and GPAC’s audited statement of operations for the year ended December 31, 2016. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2016.

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustments to the unaudited combined pro forma balance sheet consist of the following.

a) Reflects (i) the renaming of all of our outstanding Common Stock into 19,406,250 (5,042,209 after shares deemed redeemable) shares of Class A Stock, (ii) the restoration to capital of the 14,364,041 shares deemed redeemable at June 30, 2017, (iii) the redemption of 3,416,480 common shares at approximately $10.03 per share ($34.3 million) in connection with a stockholder vote on August 3, 2017 to extend the mandatory liquidation date of GPAC in order to facilitate the time necessary to complete the Business Combination with Purple and (iv) the forfeiture of 1,293,750 Founder Shares.

b) Reflects cash funding as follows: (i) the transfer of approximately $121.4 million from the Trust Account to fund the transaction and (ii) the transfer of $108,000 from the Trust Account to pay taxes.

c) Reflects the consideration for the Business Combination payable as follows: (i) approximately $58.2 million in Cash Consideration to InnoHold and approximately $50.0 million to the working capital of Purple (approximately $58.2 million to InnoHold and approximately $40.0 million to the working capital of Purple, in the “1,000,000 share redemption” presentation) and (ii) Equity Consideration consisting of the issuance of approximately 80,991,100 newly issued shares of Class B Stock and (iii) approximately 80,991,100, newly issued limited liability Class B Units, which, together with the Class B Stock, are exchangeable for 80,991,100 shares of Class A Stock (80,991,100 shares in the “1,000,000 share redemption” presentation) subject to adjustment after twelve months at the option of the holder. The Class B Units issued as part of the Equity Consideration will be non-voting common units of Purple entitled to share in the profits and losses of Purple and to receive distributions as and if declared by the board of managers of Purple. Purple intends to make tax distributions to the holders of the Class A Units and the Class B Units as necessary to enable these holders to pay their estimated income tax liabilities and may make any additional distributions to the holders of these units on a pro rata basis as the board of managers may determine. The Equity Consideration represents approximately 84.6% (approximately 85.5% in the “1,000,000 share redemption” presentation) of the operations of the combined company and is treated as a non-controlling interest in the accompanying pro forma balance sheet as it is convertible at the option of the holder. See also Note 3(f).

Also reflects the transfer of $50.0 million of cash ($40.0 million in the 1,000,000 share redemption scenario) from the Company to the working capital of Purple (no net change to condensed combined cash) as a transfer from additional paid in capital of the Company to non-controlling interests.

The calculation of Merger Consideration, Cash Consideration and Equity Consideration is as follows:

	Assuming
Merger Consideration; Equity Consideration:	No Redemptions		1,000,000 Shares Redeemed
-Enterprise Value	$ 900,000,000		$ 900,000,000
-Adjustments:
•Debt assumed	(30,089,000	)	(30,089,000	)
•Cash at target	2,159,000		2,159,000
•Purple transaction costs	(4,000,000	)	(4,000,000	)
-Merger Consideration	$ 868,070,000		$ 868,070,000
-Less: Cash Consideration (below)	(58,159,000	)	(58,159,000	)
-Equity Consideration	$ 809,911,000		$ 809,911,000
Class B Stock and Class B Units to be issued at $10.00	80,991,100		80,991,100
Ownership %	84.6	%	85.5	%

Cash Consideration:
-Trust account at June 30, 2017	155,781,000		155,781,000
-Less: Redemptions on August 3, 2017	(34,269,000	)	(34,269,000	)
Additional Redemptions	—		(10,000,000	)
-Tax accrual at June 30, 2017	(108,000	)	(108,000	)
Estimated Company transaction expenses	(11,404,000	)	(11,404,000	)
Cash to balance sheet	(50,000,000	)	(40,000,000	)
Purple transaction expenses	(4,000,000	)	(4,000,000	)
-Plus: Purple cash	2,159,000		2,159,000
Cash consideration	58,159,000		58,159,000

To secure the payment of certain liabilities accrued as of June 30, 2017, 500,000 shares of Class B Stock and 500,000 Class B Units otherwise issuable to InnoHold as Equity Consideration will be deposited in an escrow account. InnoHold will be entitled to exercise voting rights with respect to the Escrow Securities while they are held in the escrow account. The Class B Stock and Class B Units will be released from escrow at the earlier of 3 years from the closing of the transaction or the settlement of certain liabilities.

d) Reflects the payment of transaction costs associated with the Business Combination which are estimated to be approximately $15.4 million in total for both parties, which includes approximately $11.4 million of Company transaction expenses (including $4.0 million of deferred underwriting fees from GPAC’s initial public offering which are due upon consummation of the Business Combination) and approximately $4.0 million of estimated Purple transaction costs. The deferred underwriting fees reflect an agreed upon reduction of $0.7 million or approximately $658,000 which is credited to additional paid in capital.

e) Reflects other transaction effects including the elimination of (i) the accumulated deficit of GPAC ($2.9 million) and (ii) the elimination of the residual members’ equity of Purple ($0.239 million), after reflecting the 84.6% non-controlling interest of GPAC.

f) Reflects the deferred tax asset that results from the step-up, for tax purposes of certain assets of Purple plus the agreement under the Tax Receivable Agreement to provide 80% of that tax benefit to InnoHold as additional purchase price ($18.8 million).

g) Reflects the withdrawal of funds from the Trust Account to fund the redemption of 1,000,000 shares of common stock at $10.00 per share. $10.00 per share is used for illustrative purposes; the actual redemption price per share would be computed based on the amount in the Trust Account at the time of closing.

h) To zero out Company cash for presentation purposes and the assumed payment of Company accounts payables.

i) To adjust non-controlling interests to 84.6% (85.5% in the 1,000,000 share redemption scenario).

4. Notes and Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The notes and pro forma adjustments to the unaudited condensed combined pro forma statements of operations consist of the following:

a) Elimination of interest income on the Trust Account, as well as interest expense on the related party notes, and related income tax expense.

b) Reflects an income tax provision on the combined pro forma income at 38% reflecting the federal statutory rate of 35%, and a blended statutory rate for state income taxes, net of federal benefit, of 3%, applied to pre-tax income after deducting the approximately 84.6% (approximately 85.5% in the 1,000,000 redemption presentation) non-controlling interest of the Class B Units.

c) Reflects (i) approximately 84.6% interest (approximately 85.5% interest in the 1,000,000 share redemption presentation) in the pro forma combined pre-tax income of the Company representing the non-controlling interest of the Purple class B equity holders (approximately $1.1 million and $1.9 million, respectively, in the six months ended June 30, 2017 and the year ended December 31, 2016).

5. Earnings per Share

The pro forma adjustments to the unaudited combined pro forma statements of operations earnings per share consist of the following:

a) unaudited pro forma condensed combined basic and diluted earnings per share calculations are based on the historical GPAC weighted average number of shares outstanding of 5,000,000 and 4,787,000, respectively, for the six months ended June 30, 2017 and for the year ended December 31, 2016,

adjusted by: (i) 14,406,250 and 14,619,250 shares, respectively, to increase the weighted average share amount to 19,406,250 at June 30, 2017 and December 31, 2016, representing the total number of shares outstanding as of those dates inclusive of the shares that would no longer be subject to possible redemption as a result of the Business Combination, (ii) the redemption, on August 3, 2017, of 3,416,480 shares of Common Stock at approximately $10.03 per share ($34.269 million) in connection with a stockholder vote to extend the mandatory liquidation date of GPAC in order to facilitate the time necessary to complete the business combination with Purple and (iii) the forfeiture of 1,293,750 Founder Shares in connection with the business combination. Further, an additional 1,000,000 shares are assumed to be redeemed in the “1,000,000 share redemption” presentation as follows:

	Six Months Ended June 30, 2017		Year ended December 31, 2016
Weighted average shares reported	5,000,000		4,787,000
Add: Redeemable IPO shares	14,406,250		14,619,250
Subtract: Shares redeemed on August 4, 2017	(3,416,480	)	(3,416,480	)
Shares forfeited by Sponsor	(1,293,750	)	(1,293,750	)
Subtotal – shares added	9,696,020		9,909,020
Weighted average shares – No further redemptions	14,696,020		14,696,020
Less: Shares assumed redeemed	(1,000,000	)	(1,000,000	)
Weighted average shares – 1,000000 share redemption	13,696,020		13,696,020

GPAC currently has 28,340,000 warrants to purchase up to a total of 14,170,000 shares. The Sponsor will assign to InnoHold its 12,815,000 Sponsor Warrants to purchase 6,407,000 shares of Class A Stock. Because the Sponsor Warrants are exercisable at per share amounts exceeding the current market price of Common Stock and the approximate per share redemption price, the Sponsor Warrants are considered anti-dilutive and any shares that would be issued upon exercise of the Sponsor Warrants are not included in earnings per share. The 80,991,100 shares of Class A Stock (80,991,100 shares under the 1,000,000 redemption scenario) that are issuable upon exchange of the Class B Stock and Class B Units are not considered in the calculation of earnings per share because they are anti-dilutive.

COMPARATIVE SHARE INFORMATION

The following table sets forth historical comparative share information for Purple and GPAC and unaudited pro forma combined share information after giving effect to the Business Combination, assuming (i) that no holders of public shares exercise their redemption rights of redemption of their outstanding public Common Stock and (ii) that holders of 1,000,000 public shares exercise their redemption rights of their outstanding public Common Stock. The historical information should be read in conjunction with “Selected Historical Financial Information of Purple” and “Selected Historical Financial Information of GPAC” included elsewhere in this proxy statement and the historical financial statements of Purple and GPAC included elsewhere in this proxy statement. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement.

The unaudited pro forma combined share information does not purport to represent what the actual results of operations of Purple and GPAC would have been had the Business Combination been completed or to project Purple’s and GPAC’s results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below does not purport to represent what the value of Purple and GPAC would have been had the Business Combination been completed nor the book value per share for any future date or period.

	Purple (Historical)		GPAC (Historical)			Pro Forma Assuming No Redemption of Outstanding Public Common Shares			Pro Forma Assuming Redemption of 1,000,000 shares of Outstanding Public Common Shares
As of and for the six months ended June 30, 2017:
Shares outstanding		0		5,042,000			14,696,020			13,696,020
Basic and diluted income (loss) available for common stockholders per share	$	0.00	$	(0.05	)	$	0.01		$	0.01
Cash dividend declared;
per common unit	$	0.00	$	0.00		$	0.00		$	0.00
per preferred unit	$	0.00	$	0.00		$	0.00		$	0.00

As of and for the year ended December 31, 2016:
Shares outstanding		0		4,977,445			14,696,020			13,696,020
Basic and diluted income (loss) available for common stockholders per share	$	0.00	$	(0.49	)	$	(0.02	)	$	(0.02	)
Cash dividends declared;
per common unit	$	0.00	$	0.00		$	0.00		$	0.00
per preferred unit	$	0.00	$	0.00		$	0.00		$	0.00

SPECIAL MEETING OF GPAC STOCKHOLDERS

General

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our board of directors for use at the Special Meeting of stockholders to be held on , 2017, and at any adjournment or postponement thereof. This proxy statement is first being furnished to our stockholders on or about , 2017. This proxy statement provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders.

Date, Time and Place of Special Meeting

The special meeting of stockholders of GPAC will be held at 10:00 a.m. on , 2017, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of our Common Stock, respectively, at the close of business on , 2017, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of our Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 15,989,770 shares of Common Stock outstanding, of which 12,108,520 are public shares and 3,881,250 are Founder Shares held by our Sponsor, officers and directors.

Vote of GPAC Sponsor, Officers and Directors

Our Sponsor, officers and directors have entered into agreements pursuant to which they have agreed to vote their Founder Shares and all shares of Common Stock acquired by our Sponsor during or after our initial public offering in favor of the Business Combination Proposal. Currently, our Sponsor, directors and officers collectively own approximately 24% of our issued and outstanding shares of Common Stock.

Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares in connection with the completion of our Business Combination. Our Sponsor has entered into a letter agreement with us, pursuant to which it waived its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete our initial business combination by February 5, 2018. However, if our Sponsor (or any of our officers, directors or affiliates) acquired public shares in or after our initial public offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination by February 5, 2018. The warrants held by our Sponsor, officers and directors have no redemption rights upon our liquidation and will be worthless if no business combination is effected by us prior to February 5, 2018.

Quorum and Required Vote for Proposals for the Special Meeting of Stockholders

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Common Stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions (but not broker non-votes) will count as present for the purposes of establishing a quorum.

The approval of each Certificate Proposal requires the affirmative vote of the holders of a majority of the shares of our Common Stock. Accordingly, abstentions and broker non-votes will have the same effect as a vote “AGAINST” a Certificate Proposal.

The Business Combination Proposal is conditioned on the Share Issuance Proposal, each Certificate Proposal, the Incentive Plan Proposal and the Director Election Proposal. The Share Issuance Proposal, each Certificate Proposal, the Incentive Plan Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal. The Share Issuance Proposal, the Director Election Proposal and the Incentive Plan Proposal are each conditioned on the approval of the Certificate Proposals. If the Share Issuance Proposal, the Certificate Proposals, the Incentive Plan Proposal and the Director Election Proposal are not approved, the Business Combination Proposal will have no effect, even if the Business Combination Proposal is approved by the requisite vote. If the Business Combination Proposal is not approved, the Share Issuance Proposal, the Certificate Proposals, the Incentive Plan Proposal and the Director Election Proposal will have no effect, even if those proposals are approved by the requisite vote.

Recommendation to GPAC Stockholders

• the fact that the Administrative Services Agreement with our Sponsor will terminate if the Business Combination is consummated;

• the continued indemnification of current directors and officers of GPAC and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Broker Non-Votes and Abstentions

Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. We believe the proposals presented to our stockholders will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or other nominee is not voting your shares is referred to as a “broker non-vote.”

With respect to the special meeting of stockholders, abstentions (but not broker non-votes) will be considered present for the purposes of establishing a quorum, will have no effect on the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal, and will have the same effect as a vote “AGAINST” the Certificate Proposals.

Voting Your Shares

Each share of our Common Stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of our Common Stock that you own in your name.

There are several ways to vote your shares:

• You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of our Common Stock will be voted, as recommended by our board of directors. With respect to proposals for the special meeting of stockholders, that means: “FOR” the Business Combination Proposal, “FOR” the Share Issuance Proposal, “FOR” each Certificate Proposal, “FOR” the Director Election Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal.

• You can attend the special meeting and vote in person. You will be given a ballot when you arrive. However, if your shares of Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or other nominee has not already voted your shares of Common Stock.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the special meeting by doing any one of the following:

• you may send another proxy card with a later date; or

• you may notify Andrew Cook, the Company’s Secretary, in writing before the special meeting that you have revoked your proxy.

You may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters May Be Presented at the Special Meeting

The special meeting of stockholders has been called only to consider the approval of the Business Combination Proposal, the Share Issuance Proposal, the Certificate Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal. Under our bylaws, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of our Common Stock, you may call Morrow Sodali LLC, our proxy solicitor, at (800) 662-5200.

Redemption Rights

Pursuant to our amended and restated certificate of incorporation, any holders of our public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If you affirmatively vote for or against the Business Combination Proposal, demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, less franchise and income taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $121.7 million on September 30, 2017, the estimated per share redemption price would have been approximately $10.04.

Redemption rights are not available to holders of warrants in connection with the Business Combination.

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on , 2017 (two business days before the special meeting):

• check the box on the proxy card to elect redemption;

• check the box on the proxy card marked “Stockholder Certification”;

• affirmatively vote for or against the Business Combination Proposal;

• submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, GPAC’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10014
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

and

• deliver your public shares either physically or electronically through The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) to our transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

In no event will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the closing of the Business Combination (so that GPAC is not subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to GPAC’s initial business combination.

Prior to exercising redemption rights, stockholders should verify the market price of our Common Stock as they may receive higher proceeds from the sale of their Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of our Common Stock in the open market, even if the market price per share is higher than the redemption price, as there may not be sufficient liquidity in our Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of our Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

If the Business Combination is not approved and we do not consummate an initial business combination by February 5, 2018, we will be required to dissolve and liquidate and our warrants will expire worthless.

Appraisal Rights

Appraisal rights are not available to holders of shares of our Common Stock or warrants in connection with the Business Combination.

Proxy Solicitation Costs

GPAC will pay the cost of soliciting proxies for the special meeting. GPAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. GPAC has agreed to pay Morrow Sodali LLC a fee of $20,000. GPAC will also reimburse Morrow Sodali LLC for reasonable associated out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. GPAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of its Common Stock for their expenses in forwarding soliciting materials to beneficial owners of its Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

PROPOSAL NO. 1 — APPROVAL OF THE BUSINESS COMBINATION

We are asking our stockholders to approve and adopt the Merger Agreement. Our stockholders should read carefully this proxy statement in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement. Please see the subsections entitled “The Merger Agreement” and “Related Agreements” below for additional information and a summary of certain terms of the Merger Agreement and related agreements. You are urged to read carefully the Merger Agreement and related agreements in their entirety before voting on this proposal.

Structure of the Business Combination

Pursuant to the Agreement and Plan of Merger, dated as of November 2, 2017, by and among GPAC, Merger Sub, Purple and other parties named thereto, as it may be amended, we will acquire the Purple business through the merger of Merger Sub with and into Purple, with Purple being the survivor in the merger. A copy of the Merger Agreement is attached to this proxy statement as Annex A.

Consideration to InnoHold in the Business Combination and Related Transactions

• Third party transaction expenses for the Business Combination will be paid at the Closing.

The Merger Agreement

This subsection of the proxy statement and the following subsection on Related Agreements describe the material provisions of the Merger Agreement and related agreements to the Merger Agreement (the “Related Agreements”), but do not purport to describe all of the terms of the Merger Agreement or Related Agreements. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Annex A hereto, and other Related Agreements which are attached as Annex D through Annex O hereto. You are urged to read the Merger Agreement and the Related Agreements in their entirety because they are the primary legal document that govern the Business Combination.

The Merger Agreement and other Related Agreements contain representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement, and other Related Agreements or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement and other Related Agreements. The representations, warranties and covenants in the Merger Agreement and other Related Agreements are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that these schedules contain information that is material to an investment decision.

General Description of the Merger Agreement

See “Summary of the Proxy Statement and Business Combination — Consideration to InnoHold Equity Holders in the Business Combination and Related Transactions” for a description of the Consideration and other terms of the Business Combination contemplated by the Merger Agreement.

Closing and Effective Time

The Closing is expected to take place two business days after the satisfaction or waiver of the conditions described below, unless otherwise agreed by the Company and Purple. The Business Combination will become effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as the parties may agree (such time as the merger becomes effective, the “Effective Time”). Following the Business Combination, the Company will change its name to Purple Innovation, Inc.

Conditions to Closing

Conditions to Each Party’s Obligations

The respective obligations of the Company, Merger Sub and Purple to consummate the Transactions contemplated by the Merger Agreement, including the Business Combination, are subject to the satisfaction, at or prior to the Effective Time, of certain conditions, including among others the following:

• No temporary restraining order, injunction or other legal restraint issued by any court shall be in effect preventing the consummation of the Business Combination nor shall any proceeding by any administrative agency or other governmental authority seeking any of the foregoing be threatened or pending.

• The Company’s stockholders shall have approved the Merger Agreement and the Business Combination and other Transactions, an amended and restated certificate of incorporation of the Company, reflecting changes to the Company’s capital structure, an adoption of a new equity incentive plan for the Company, and certain other matters required to be approved by the stockholders pursuant to the Merger Agreement.

• All required antitrust approvals shall have been obtained.

• The Company shall have net tangible assets of at least $5,000,001.

• No governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which has the effect of making the Transactions illegal or which otherwise prevents or prohibits the consummation of the Transactions.

• The Net Parent Cash (total cash and cash equivalents of the Company after giving effect to redemptions and the payment of the Company’s expenses) shall be no less than $100,000,000.

Conditions to the Company and Merger Sub’s Obligations

The obligations of the Company and Merger Sub to consummate the Transactions are subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by the Company and Merger Sub:

• The representations and warranties of Purple and InnoHold in the Merger Agreement shall be true and correct on and as of the date of the Merger Agreement and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure to be so true and correct would not reasonably be expected to have, individually or in the aggregate a Purple Material Adverse Effect (as defined below) or an InnoHold Material Adverse Effect (as defined below).

• Purple and InnoHold shall have performed and complied in all material respects with all their covenants and obligations under the Merger Agreement.

• Approvals from any governmental authority, instrumentality, agency, or commission (if any) reasonably deemed appropriate or necessary by the Company shall have been obtained.

• The unanimous approvals of the Transactions by the board of directors of Purple and the manager of InnoHold, and the members of Purple and InnoHold shall not have been modified or revoked.

• Purple shall have delivered to the Company all consents, waivers and approvals of parties to certain specified contracts, which must remain effective as of the Effective Time.

• There shall not have occurred a Purple Material Adverse Effect or an InnoHold Material Adverse Effect since the date of the Merger Agreement that is continuing.

• Purple and InnoHold shall have delivered to the Company certain other customary officer, secretary and good standing certificates.

• The Company shall have received a statement signed by an officer of Purple certifying that Purple does not own any real estate and that Purple is not a United States Real Property Holding Corporation.

• Certain specified key employees, including Sam Bernards, Tony Pearce and Terry Pearce, (a) shall still be employees of the Company and performing their customary duties for the Company immediately before the Effective Time, (b) each of their employment agreements and proprietary information, invention assignment and non-competition agreements shall be in full force and effect at the Effective Time, and (c) shall not have notified the Company or Purple of their intention of leaving the employ of the Company or Purple following the Effective Time.

• Each of the parties to the Related Agreements other than the Company shall have executed and delivered the Related Agreements, such agreements shall be in full force and effect as of the Effective Time, and copies of each of the Related Agreements shall have been delivered to the Company.

• The reorganization of Purple Team LLC (though which certain employees of Purple hold profits interest units relating to Purple) through a merger with and into InnoHold shall have been effected.

• There shall be no proceeding pending or overtly threatened against the Company, the Merger Sub, Purple or InnoHold, that would reasonably be expected to prohibit, impair, or delay the Transactions.

• Certain specified agreements between Purple and related parties shall have been terminated or amended.

• Purple shall be prepared to file all financial statements of Purple required to be included in the Current Report on Form 8-K to be filed within four business days of the Closing, unless such requirement is waived by the Securities and Exchange Commission (the “SEC”).

Conditions to Purple’s Obligations

The obligations of Purple and InnoHold to effect the Transactions are subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Purple:

• The representations and warranties of the Company and the Merger Sub in the Merger Agreement shall be true and correct on and as of the date of the Merger Agreement and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date) except where the failure to be so true and correct would not reasonably be expected to have, individually or in the aggregate a Company Material Adverse Effect (as defined below).

• The Company and the Merger Sub shall have performed and complied in all material respects with all their covenants and obligations under the Merger Agreement.

• There shall not have occurred any Company Material Adverse Effect since the date of the Merger Agreement that is continuing.

• The Company and Merger Sub shall have delivered to Purple certain other customary officer and secretary certificates.

• The Company shall have delivered to the Company counterparts of each of the Related Agreements to which the Company or the Sponsor is a party, duly executed by the Company and the Sponsor, as the case may be, which agreements shall be in full force and effect as of the Effective Time.

• At the Closing, the Company and Purple shall be able to issue and shall have issued the Equity Consideration to the Escrow Agent (as defined below) and to InnoHold, and the Cash Consideration to InnoHold.

• Between the date of the Merger Agreement and the Effective Date, the Company shall have been in material compliance with the reporting requirements applicable to the Company under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations and Warranties

Under the Merger Agreement, Purple makes customary representations and warranties relating to: organization; authority; capitalization; execution and delivery; enforceability; no conflicts; consents; financial statements and controls; no changes; assets other than real property interests; real property; environmental matters; intellectual property; information technology; privacy and security; restrictions on business activities; intellectual property; information technology; privacy and security; contracts; permits; insurance; tax matters; proceedings; compliance with laws; employee benefit plans and compensation; employee and labor matters; transactions with related persons; intercompany accounts; top payors/vendors; solvency; accounts; safe deposit boxes; powers of attorney; officers and directors; brokers’ and finders’ fees; information furnished for the proxy statement; restrictions on business activities; product warranties and support services; condition of assets; and no other representations and warranties.

Under the Merger Agreement, InnoHold makes customary representations and warranties relating to: organization, standing and power; authority; binding agreement; consents; no conflict; compliance with laws; board approval; vote required; legal proceedings; title to interests; and brokers’ and finders’ fees.

Under the Merger Agreement, the Company and the Merger Sub make customary representations and warranties relating to: organization, standing and power; authority; binding agreement; consents; no conflicts; interim operations of the Merger Sub; capitalization; compliance with laws; equity consideration; SEC filings and the Company’s financial statements; proxy statement; board approval; vote required; legal proceedings; brokers’ and finders’ fees; trust account; Investment Company Act; interested party transactions; and emerging growth company status.

Under the Merger Agreement, certain representations and warranties of Purple are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations

and warranties has occurred. Pursuant to the Merger Agreement, a Purple “Material Adverse Effect” means any change, event, development, circumstance or effect that has had, or would reasonably likely be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets (whether tangible or intangible), liabilities, condition (financial or otherwise), operations or capitalization of Purple or (ii) the ability of Purple on a timely basis to consummate the transactions contemplated by the Merger Agreement or the Related Agreements to which it is a party or by which it or any of its properties or assets is bound, or to perform its obligations thereunder; provided, however, that any effect to the extent resulting or arising from any of the following shall not be considered when determining whether a Purple Material Adverse Effect shall have occurred: (a) any changes in general economic conditions in the industries or markets in which Purple operates; (b) any change in financing, banking or securities markets generally; (c) any act of war, armed hostilities or terrorism, change in political environment or any worsening thereof or actions taken in response thereto; (d) any action expressly required or permitted by the Merger Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Company; or (e) any natural or man-made disaster or acts of God; provided, in each case, that such effects do not, individually or in the aggregate, have a materially disproportionate adverse impact on Purple, taken as a whole, relative to other persons in the industries or markets in which Purple operates; or the inability of Purple to compile or provide all financial statements of Purple for the fiscal years 2014 and 2015 required to be included in the Current Report on Form 8-K to be filed within four business days of the Closing or to obtain from the SEC a waiver of the requirement to include certain of such financial statements in such Current Report on Form 8-K.

Under the Merger Agreement, certain representations and warranties of InnoHold are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Merger Agreement, an “InnoHold Material Adverse Effect” exists where the failure of InnoHold to be duly qualified or licensed to do business and be in good standing has had and would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, properties or condition (financial or otherwise) of InnoHold or (ii) the ability of InnoHold on a timely basis to consummate the transactions contemplated by the Merger Agreement or the Related Agreements to which InnoHold is a party or by which it or any of its properties or assets is bound, or to perform its obligations thereunder.

Under the Merger Agreement, certain representations and warranties of the Company are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Merger Agreement, a “Company Material Adverse Effect” shall mean any change, event, development, circumstance or effect that has, or would reasonably likely be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets (whether tangible or intangible), condition (financial or otherwise), operations or capitalization of the Company; or (ii) the ability of the Company or the Merger Sub on a timely basis to consummate the transactions contemplated by the Merger Agreement or the Related Agreements to which either of them is a party or bound or to perform their respective obligations hereunder or thereunder; provided, however, that any effect to the extent resulting or arising from any of the following shall not be considered when determining whether a Company Material Adverse Effect shall have occurred: (a) any changes in general economic conditions in the industries or markets in which the Company operates; (b) any change in financing, banking or securities markets generally; (c) any act of war, armed hostilities or terrorism, change in political environment or any worsening thereof or actions taken in response thereto; (d) any action expressly required or permitted by the Merger Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Company; or (e) any natural or man-made disaster or acts of God; provided, in each case, that such effects do not, in the aggregate, have a materially disproportionate adverse impact on the Company, relative to other persons in the industries or markets in which the Company operates.

Covenants of the Parties

Covenants of Purple

Purple has made certain covenants under the Merger Agreement, including, among others, the following during the period from the date of the Merger Agreement until the earlier of the Effective Time of the Business Combination or the termination of the Merger Agreement (the “Interim Period”):

• Purple shall cause its business to be conducted in the ordinary course of business and its business maintained and, subject to certain exceptions, not to take certain customary prohibited actions without the consent of the Company.

• Purple shall promptly advise the Company in writing of the occurrence of any matter or event that is material to its business, assets, condition (financial or otherwise) or results of operations.

• Purple shall keep specified insurance policies through the date of Closing.

• Purple shall provide the Company access to monthly financial statements or reports that are available to Purple’s executive officers or as reasonably requested by the Company.

• Purple may not take any of the following actions with any party other than the Company and its designees: (i) solicit, encourage, or take any of certain other specified actions, or enter into any agreement, with respect to any offer or proposal that would constitute all or any material part of its business, properties or technologies or any amount of Purple’s equity, (ii) disclose or afford access to any information not customarily disclosed to any person concerning the business, technologies or properties of Purple, (iii) assist or cooperate with any person to make any proposal to purchase any part of Purple’s equity or assets, or (iv) enter into any agreement with any person providing for the acquisition of Purple’s equity or assets.

• Purple is required to afford the Company reasonable access to all of its offices and other facilities and to all of its employees, properties, contracts, commitments, books and records, financial and operating data and other information as the Company or its representatives may reasonably request.

Covenants of the Company

The Company has made certain covenants under the Merger Agreement, including, among others, the following during the period from the date of the Merger Agreement until the earlier of the Effective Time of the Business Combination or the termination of the Merger Agreement (the “Interim Period”):

• The Company shall cause its business to be conducted in the ordinary course of business and its business maintained and, subject to certain exceptions, not to take certain customary prohibited actions without the consent of Purple.

• The Company is required to afford Purple reasonable access to (a) all of the properties, books, contracts, commitments and records of the Company, (b) all other information concerning the business of the Company as Purple may reasonably request, and (c) all employees of the Company as identified by Purple.

• The Company is required to offer certain key employees of Purple employment by the Company, subject to certain terms and conditions set forth in the Related Agreements. The Company will afford each employee of Purple continuing with Company following the Business Combination benefits consistent with Purple’s human resources policies.

• The Company is required, as promptly as practicable, to prepare and file with the SEC a proxy statement for a special meeting of the Company’s stockholders to seek approval of the Transactions and offering to redeem shares of the Company from the Company’s public stockholders as required by the Company’s Certificate of Incorporation, and the applicable laws, rules and regulations of the SEC and the NASDAQ stock market. The Company is required to make drafts of the proxy statement available to Purple for review prior to mailing it to its stockholders, and to mail the proxy statement to its stockholders. The Company will make all filings required under applicable securities laws and regulations. The Company’s board of directors is also required to adopt board resolutions permitting certain officers and directors to acquire the Company’s common stock in accordance with certain rules under the Exchange Act.

• The Company’s board of directors is required to recommend that its stockholders vote to approve the proposal to approve the Business Combination. The Merger Agreement permits the Company’s board of directors to effect a change of recommendation only in certain limited circumstances.

Mutual Covenants of the Parties

• From the date of the Merger Agreement until the Closing, the parties to the Merger Agreement have agreed to execute and perform such acts and things as may be necessary in order to consummate the Transactions contemplated by the Merger Agreement.

• From the date of the Merger Agreement until the Closing, the parties to the Merger Agreement have agreed to promptly proceed to prepare and file with the appropriate governmental entities all authorizations, consents, notifications, certifications, registrations, declarations and filings that are necessary in order to consummate the Transactions contemplated by the Merger Agreement.

• Each party to the Merger Agreement has agreed to make and not delay all filings required by any antitrust law, at such party’s sole cost and expense. Each party will cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filings and keep each party reasonably informed of any communication received by such party from governmental authorities.

• In the event any claim, action, suit, investigation or other legal or administrative proceeding by any governmental entity or other person is commenced that questions the validity or legality of the Transactions contemplated by the Merger Agreement or seeks damages in connection therewith, the parties to the Merger Agreement have agreed to cooperate and use their reasonable best efforts to defend against and respond thereto or lift any order or injunction preventing the Business Combination.

• Each party has agreed to give prompt notice to the other of the occurrence or non-occurrence of (a) any event which is likely to cause any representation or warranty of such party to be untrue or inaccurate and (b) any failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under the Merger Agreement.

• The parties have agreed that they have made their own investigation in connection with their decision to consummate the Business Combination and that they have had the opportunity to seek information from one another. The Company acknowledges that it has received certain projections, forecasts and estimates from Purple and that the Company is familiar with the uncertainties contained in such projections, forecasts and estimates. The Company will not assert any claim against Purple or its directors, officers, affiliates or advisors with respect to such projections, forecasts and estimates except with respect to a breach of a fundamental representation by the Company or for deceit or fraud by the preparer.

• The parties agreed to cause the Company’s board of directors immediately after the closing to consist of seven directors: Terry Pearce, Tony Pearce and Sam Bernards, one person designated by the Company prior to the Closing, and three persons designated by Purple prior to the Closing, each of which shall qualify as independent directors under Nasdaq listing rules and otherwise meet certain other specified standards.

• The parties agreed as to the use of the trust funds at the Closing.

• The parties agreed that the Company is permitted to obtain tail directors and officers insurance covering periods prior to the Closing.

Transaction Expenses

All fees and expenses incurred by a party in connection with the negotiation and effectuation of the terms and conditions of the Merger Agreement and the Transactions contemplated thereunder will be the obligation of the respective party incurring such fees and expenses.

Survival; Indemnification

The representations and warranties of the parties contained in the Merger Agreement will not survive the Closing, except that:

• Purple’s representations and warranties regarding organization, capitalization, authority, execution, delivery and enforceability, certain intellectual properties matters, and brokers’ and finders’ fees will

survive until 11:59 p.m. on the 30th day following the date of the audit report of the audited financial statements of the Company for the year ended December 31, 2018.

• InnoHold’s representations and warranties regarding organization, authority and power, and brokers’ and finders’ fees will survive until 11:59 p.m. on the 30th day following the date of the audit report of the audited financial statements of the Company for the year ended December 31, 2018.

All covenants and agreements contained in the Merger Agreement, the Related Agreements or in any certificate or other writing delivered pursuant thereto or in connection therewith will survive the Closing and will continue to remain in full force and effect in perpetuity after the date of Closing, unless they terminate earlier in accordance with their express terms.

InnoHold has agreed to customary indemnification obligations with respect to breaches of the representations and warranties described above. In any indemnification claims, the Parent Representative will represent the Purchaser.

Termination and Amendment

The Merger Agreement may be terminated and the Business Combination abandoned at any time prior to the Closing:

• by mutual agreement of Purple and the Company;

• by the Company or Purple if the Closing has not occurred by January 31, 2018; provided, however, that the right to terminate the Merger Agreement will not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Business Combination to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

• by the Company or Purple if: (a) there shall be a final non-appealable order of a federal or state court in effect preventing consummation of the Business Combination, or (b) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Closing by any governmental authority that would make consummation of the Closing illegal;

• by the Company or Purple if the Company stockholder approval is not obtained at the Company’s stockholders meeting;

• by the Company if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Business Combination by any governmental authority, which would: (a) prohibit the Company’s ownership or operation of any portion of the business of Purple or its subsidiaries or (b) compel the Company or Purple to dispose of or hold separate all or any portion of the business or assets of the Company, Purple or their respective affiliates as a result of the Business Combination;

• by the Company if there has been a material breach of any representation, warranty, covenant or agreement of Purple or InnoHold contained in the Merger Agreement such that the related conditions to the obligation of the Company to consummate the Business Combination would not be satisfied and such breach has not been cured within 30 calendar days after written notice thereof to Purple and InnoHold; provided, however, that no cure period shall be required for a breach which by its nature cannot be cured; and provided further, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, such that the conditions to Purple’s obligations to consummate the Business Combination would not be satisfied;

• by the Company if at any time prior to obtaining the vote of the Company’s stockholders to approve the Business Combination, the board of managers of Purple or Purple is in material breach of certain covenants as to the operation of Purple’s business before the Closing;

• by the Company if at any time prior to obtaining the vote of the Company’s stockholders to approve the Business Combination, the board of directors of the Company or the Company is in material breach of any covenants as to the operation of the Company before the Closing;

• by Purple if there has been a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement such that the related conditions to the obligation of Purple to consummate the Business Combination would not be satisfied and such breach has not been cured within 30 calendar days after written notice thereof to the Company; provided, however, that no cure period will be required for a breach which by its nature cannot be cured; provided further however, that Purple or InnoHold is not then in material breach of any of its representations, warranties, covenants or agreements, contained in the Merger Agreement, such that the conditions to the Company and the Merger Sub’s obligations to consummate the Business Combination would not be satisfied;

• by Purple if there has been a change in the recommendation by the Company’s board of directors regarding the approval of the proposals submitted to the Company’s stockholders; or

• by Purple if there is any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Business Combination by any governmental authority which would prohibit InnoHold’s ownership or operation of any material portion of the business of the Company or compel InnoHold or the Company to dispose of or hold separate all or any material portion of the Company’s business or assets as a result of the Business Combination.

If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement (except for certain obligations related to confidentiality, expenses, publicity, termination, Trust Account waiver, termination, and general provisions) will terminate, and no party to the Merger Agreement will have any further liability to any other party thereto except for liability for fraud, willful misconduct or intentional misrepresentation or for willful breach of the Merger Agreement prior to termination. There are no termination fees in connection with the termination of the Merger Agreement.

The Merger Agreement may be amended by the parties by execution of an instrument in writing signed on behalf of the party against whom enforcement is sought, and in each case the Parent Representative. The Company or Purple and InnoHold may extend the time for performance or waive the obligations of the other.

Parent Representative

The Sponsor is serving as the Parent Representative under the Merger Agreement, and in such capacity will represent the Company’s stockholders (other than InnoHold) after the Closing with respect to certain matters under the Merger Agreement, including indemnification claims and Merger consideration adjustments, and the Related Agreements to which the Sponsor is a party in such capacity.

Trust Account Waiver

Purple and InnoHold each agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Related Agreements

Amended and Restated Limited Liability Company Agreement

Concurrently with the consummation of the Business Combination, the existing amended and restated limited liability company agreement of Purple will be further amended and restated in its entirety (as so amended and restated, the “Operating Agreement”). The Operating Agreement of Purple will provide for Class A Units and Class B Units, as described above.

The Class A Units will be voting common units of Purple entitled to share in the profits and losses of Purple and to receive distributions as and if declared by the board of managers of Purple.

The Class B Units will be entitled to share in the profits and losses of Purple and to receive distributions as and if declared by the board of managers of Purple and will have no voting rights (except as required by law or certain other limited matters). The Class B Units, together with an equal number of shares of Class B Stock, will be exchangeable into shares of Class A Stock, pursuant to the terms of the Exchange Agreement described below.

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Ordinary Distributions

Purple may make tax distributions to the holders of Class A Units and Class B Units as necessary to enable these holders to pay their estimated income tax liabilities and may make any additional distributions to the holders of these units on a pro rata basis as the manager of Purple may determine.

Distributions Upon a Liquidation Event of Purple

Upon the liquidation or winding up of Purple, all net proceeds thereof will be distributed one hundred percent (100%) to the holders of Class A Units and Class B Units, pro rata.

Voting Rights

The Class B Units will have no voting rights except as required by law or certain other limited matters.

GPAC, as the holder of the Class A Units and the manager of Purple, will have the sole vote on most matters that require a vote of members under the Operating Agreement or applicable law except to the extent the holders of the Class B Units have rights to vote with respect to certain matters.

No Preemptive Rights

No holder of units will have any preemptive rights.

Management

The business, property and affairs of Purple will be managed by a sole manager, which initially will be GPAC. Thereafter, managers may be added or removed in accordance with the terms of the Operating Agreement.

Restrictions on Transfers of Units

The Operating Agreement will contain restrictions on transfers of units and will require the prior consent of the manager of Purple for such transfers, except, in each case, for (i) certain transfers to permitted transferees under certain conditions and (ii) exchanges of Class B Units (together with an equal number of shares of Class B Stock) for Class A Stock pursuant to the Exchange Agreement described below.

For more information on the Operating Agreement, please see the form of the Operating Agreement which is attached as Annex D hereto.

Exchange Agreement

Concurrently with the consummation of the Business Combination, the Company will enter into an exchange agreement with Purple and InnoHold (the “Exchange Agreement”), which will provide for the exchange of the Class B Units and shares of Class B Stock issued as Equity Consideration into shares of Class A Stock. The initial exchange ratio will be (i) one Class B Unit plus (ii) one share of Class B Stock for one share of Class A Stock, in each case subject to certain adjustments.

Holders of Class B Units will be able to elect to exchange all or any portion of their Class B Units (together with an equal number of shares of Class B Stock) for shares of Class A Stock by delivering a notice to Purple. However, the Class B Units (together with an equal number of shares of Class B Stock) may not be exchanged during the lock-up period under the Lock-Up Agreement (as described below). The exchange will occur automatically upon the occurrence of a change of control or sale of substantially all of the assets of the Company or Purple.

In certain cases, adjustments to the exchange ratio will occur in case of a split, reclassification, recapitalization, subdivision or similar transaction of or relating to the Class B Units or the shares of Class A Stock and Class B Stock or a transaction in which the Class A Stock is exchanged or converted into other securities or property. The exchange ratio will also adjust in certain circumstances when the Company acquires Class B Units other than through an exchange for its shares of Class A Stock.

The right of a holder of Class B Units to exchange may be limited by the Company if it reasonably determines in good faith that such restrictions are required by applicable law (including securities laws), such exchange

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would not be permitted under other agreements of such holder with the Company or its subsidiaries, including the Operating Agreement, or if such exchange would cause Purple to be treated as a “publicly traded partnership” under applicable tax laws.

The Company and each holder of Class B Units shall bear its own expense regarding the exchange except that the Company shall be responsible for transfer taxes, stamp taxes and similar duties.

For more information on the Exchange Agreement, please see the form of the Exchange Agreement which is attached as Annex E hereto.

Tax Receivable Agreement

Concurrently with the consummation of the Business Combination and as a condition precedent for the Closing, the Company will enter into the Tax Receivable Agreement with InnoHold. Pursuant to the Tax Receivable Agreement, the Company will be required to pay InnoHold 80% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in the case of an early termination payment by the Company, or a change of control of the Company) as a result of the increases in tax basis and certain other tax benefits related to the payment of the Cash Consideration pursuant to the Merger Agreement and the exchange of the Class B Units (together with an equal number of shares of Class B Stock) for Class A Stock. The Company would retain the remaining 20% of cash savings, if any, realized. All payments of tax savings to InnoHold will be the Company’s obligation, and not that of Purple.

In general, a cash tax savings results in a year when the tax liability of the Company for the year, computed without regard to the deductions attributable to the amortization of the basis step-up in Purple’s assets and other deductions that arise in connection with the payment of the Cash Consideration and the exchange of the Class B Units (together with an equal number of shares of Class B Stock) for Class A Stock, would be more than the tax liability for the year, taking into account such deductions.

Estimating the amount of payments that the Company may be required to make under the Tax Receivable Agreement is imprecise by its nature, because the actual increase in the Company’s share of Purple’s tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including:

• the timing of exchanges of Class B Units (together with an equal number of shares of Class B Stock) for shares of Class A Stock, because the increase in the Company’s share of the basis in the assets of Purple, as well as the increase in any tax deductions, will be related to the price of the Class A Stock at the time of these exchanges;

• the tax rates in effect at the time the Company utilizes the increased amortization and depreciation deductions; and

• the amount and timing of the Company’s income, because the payment is based on the cash tax savings generated, in part, by the amortization of the basis step-up and if the Company does not have taxable income for a year, without taking into account the amortization generated by the exchanges, the Company generally will not be required to make payments under the Tax Receivable Agreement for that taxable year.

It is expected that, as a result of the size of the increases in the Company’s share of the tax basis of the tangible and intangible assets of Purple attributable to the Company’s interest therein, and assuming that there are no material changes in the relevant tax law, and that the Company earns sufficient taxable income to realize the full tax benefit of the increased depreciation and amortization of the Company’s assets, the payments that the Company makes under the Tax Receivable Agreement will likely be substantial and could have a material adverse effect on the Company’s financial condition. Were the IRS to either successfully challenge the tax basis increases described above or conduct an audit of the Company that results in a lower tax savings to it, the Company would not be reimbursed for any payments previously made under the Tax Receivable Agreement, but such payments would effectively offset any future tax savings payments that must be made under the Tax Receivable Agreement. As a result, in certain circumstances, the Company could make payments under the Tax Receivable Agreement in excess of the Company’s actual cash savings in income tax. The accelerated timing of payments and the increase in the Company’s tax liability

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without reimbursement could affect the cash available to the Company and could impact the Company’s ability to pay dividends.

In addition, the Tax Receivable Agreement provides that, upon certain mergers, asset sales, other forms of business combinations, liquidations, other changes of control or early terminations of the Tax Receivable Agreement we (or the Company’s successors’) would be obligated to make a payment to InnoHold in order to terminate the Tax Receivable Agreement. That payment would be based on certain assumptions, including that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement, that all of the remaining Class B Units would be deemed exchanged at that time and that the discount rate to for the net present value calculation of the tax benefits would be LIBOR plus 100 basis points. The Company would also be obligated to make such a payment if it is more than 90 days late in making any payment that is due under the Tax Receivable Agreement.

For more information on the Tax Receivable Agreement, please see the form of the Tax Receivable Agreement which is attached as Annex F hereto.

Purple Registration Rights Agreement

At the Closing, the Company will enter into a Registration Rights Agreement with InnoHold and the Purchaser Representative in substantially the form attached to the Merger Agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, InnoHold will hold registration rights that obligate the Company to register for resale under the Securities Act, all or any portion of the Equity Consideration (including Class A Stock issued in exchange for the Equity Consideration pursuant to the Exchange Agreement) (the “Registrable Securities”) so long as such shares are not then restricted under the Lock-Up Agreement. InnoHold will be entitled to make a written demand for registration under the Securities Act of all or part of the its Registrable Securities (up to a maximum of three demands in total), so long as such shares are not then restricted under the Lock-Up Agreement. Subject to certain exceptions, if any time after the Closing, the Company proposes to file a registration statement under the Securities Act with respect to its securities, under the Registration Rights Agreement, the Company shall give notice to InnoHold as to the proposed filing and offer InnoHold an opportunity to register the sale of such number of Registrable Securities as requested by InnoHold in writing. In addition, subject to certain exceptions, InnoHold will be entitled under the Registration Rights Agreement to request in writing that the Company register the resale of any or all of its Registrable Securities on Form S-3 and any similar short-form registration that may be available at such time.

Under the Registration Rights Agreement, the Company will agree to indemnify InnoHold and certain persons or entities related to InnoHold, such as its officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and InnoHold will agree to indemnify the Company and certain persons or entities related to the Company such as its officers and directors and underwriters against all losses caused by their misstatements or omissions in those documents.

For more information on the Registration Rights Agreement, please see the form of the Registration Rights Agreement, which is attached as Annex G hereto.

Sponsor Share Letter

Concurrently with the consummation of the Business Combination, the Company, the Sponsor and InnoHold will enter into a Sponsor Share Agreement (the “Sponsor Share Agreement”), which will provide, among other things, that, upon and subject to the Closing (i) 1,293,750 of the founder shares owned by the Sponsor (or 33.3% of its 3,881,250 founder shares) will be forfeited by the Sponsor, and (ii) an additional 1,293,750 of the founder shares owned by the Sponsor (or 33.3% of the 3,881,250 founder shares) will not be transferred, sold, or otherwise disposed of or be hypothecated unless and until a Triggering Event (as defined below) has occurred. To the extent that a Triggering Event has not occurred on or prior to the eighth anniversary of the consummation of the Business Combination (the “Forfeiture Termination Date”), the Sponsor has agreed to forfeit such shares on the Forfeiture Termination Date.

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Triggering Events include (i) the closing price of the Class A Stock being at or above $12.50 per share (subject to adjustment for stock splits, etc.) for 20 trading days over a 30 trading day period immediately preceding such day during the period from the Closing to the Forfeiture Termination Date (the “Contingent Period”), (ii) a Change of Control (as defined in the Sponsor Share Agreement); (iii) the Company engaging in a going private transaction pursuant to Rule 13e-3 of the Exchange Act or otherwise cease to be subject to reporting obligations under Section 13 or 15(d) of the Exchange Act; and (iv) the Class A Stock ceasing to be listed on a national securities exchange. Any shares that do not vest during the Contingent Period will be forfeited by the Sponsor at the expiration of such period.

For more information on the Sponsor Share Letter, please see the form of the Sponsor Share Letter, which is attached as Annex J hereto.

Non-Competition and Non-Solicitation Agreement

Concurrently with the Closing, InnoHold and Tony Pearce and Terry Pearce, who together own a majority of InnoHold (collectively with InnoHold, the “Sellers”), will enter into a Non-Competition and Non-Solicitation Agreement in substantially the form attached to the Merger Agreement (the “Non-Competition Agreement”) of the Company, Purple and their respective successors, affiliates and subsidiaries (referred to as the “Covered Parties”) relating to the Company’s business after the Business Combination. Pursuant to the Non-Competition Agreement, for a period from the Closing until three years thereafter (or if later, one year anniversary of the date on which the Sellers, their affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company, Purple or any of their subsidiaries (the “Termination Date”)), each Seller and its affiliates will not, without the Company’s prior written consent, directly or indirectly engage in (or own, manage, finance or control, or become engaged or serve as an officer, director, employee, member, partner, agent, consultant, advisor or representative of), an entity that engages in the business of (i) designing and manufacturing comfort technology products worldwide to improve how people sleep, sit, and stand, including mattresses, pillows, platform bases and cushions, and (ii) marketing, licensing and selling its products worldwide through direct-to-consumer, traditional retail channels and partnerships (collectively, the “Business”) anywhere in the world, subject to certain specified exceptions for existing relationships. However, the Covered Parties (as defined below) and their affiliates will be permitted under the Non-Competition Agreement to own passive portfolio company investments of no more than 2% in a competitor of the Covered Parties, so long as the Sellers, their affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Covered Parties are not involved in the management or control of such competitor.

Under the Non-Competition Agreement, during such restricted period, the Sellers and their affiliates will not, without the Company’s prior written consent, (i) solicit or hire the Covered Parties’ employees, consultants or independent contractors as of such time (or, if earlier, the Termination Date) or during the one year period prior thereto or otherwise interfere with the Covered Parties’ relationships with such persons, (ii) solicit or divert the Covered Parties’ customers as of such time (or, if earlier, the Termination Date) or during the one year period prior thereto relating to the Business or otherwise interfere with the Covered Parties’ contractual relationships with such persons, or (iii) interfere with or disrupt any Covered Parties’ vendors, suppliers, distributors, agents or other service providers for a purpose competitive with a Covered Party as it relates to the Business. The Sellers and their affiliates will also agree to not disparage the Covered Parties and to keep confidential and not use the confidential information of the Covered Parties, subject to certain specified exceptions.

For more information on the Non-Competition Agreement, please see the form of the Non-Competition Agreement, which is attached as Annex H hereto.

Lock-Up Agreement

Concurrently with the consummation of the Business Combination, InnoHold will enter into a lock-up agreement with the Company and the Parent Representative (“Lock-Up Agreement”) with respect to the equity securities of both the Company and Purple to be received in the Business Combination (the “Restricted Securities”). Pursuant to the Lock-Up Agreement, InnoHold will agree that it will not, from the Closing until the earliest of (x) the one year anniversary of the Closing, (y) the date on which the last sale price of the Class A Stock (or any successor publicly traded common equity security) equals or exceeds $12.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

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any 30-trading day period commencing at least 150 days after the Closing or (z) the date on which the Company consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Company’s stockholders having the right to exchange either equity holdings in us for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of its Restricted Securities, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). However, InnoHold will be allowed to transfer any of its Restricted Securities under certain limited exceptions, including to affiliates, to family members or to its equity holders, provided in each such case that the transferee thereof agrees to be bound by the restrictions set forth in the Lock-Up Agreement. InnoHold will also be permitted to transfer the Restricted Securities pursuant to an underwritten public offering to which all of the parties to the Lock-Up Agreement shall have consented.

For more information on the Lock-Up Agreement, please see the form of the Lock-Up Agreement, which is attached as Annex I hereto.

Agreement to Assign Sponsor Warrants

Concurrently with the consummation of the Business Combination, the Company, the Sponsor, InnoHold and Continental Stock Transfer & Trust Company will enter into an Agreement to Assign Sponsor Warrants (the “Assignment Agreement”), which provides, among other things, that, upon and subject to the Closing, the Sponsor will transfer to InnoHold 12,815,000 warrants to purchase 6,407,500 shares of the Company. The warrants were issued pursuant to a warrant agreement, dated July 29, 2015, by and between the Company and Continental Stock Transfer & Trust Company, the warrant agent thereunder. In addition, InnoHold has agreed that the Company may, at its option, redeem not less than all of such outstanding warrants at a price of $0.01 per warrant provided that (i) the last sales price of the Class A Stock reported is at or above $24.00 (subject to adjustment under the warrant agreement) for 20 trading days over a 30 trading day period ending on the third Business Day prior to the date on which notice of redemption is given and (ii) there is an effective registration statement covering shares of the Class A Stock issuable upon exercise of the warrants and a current prospectus relating thereto available for a 30-day period immediately prior to the redemption date or the Company has required the exercise of the warrants on a cashless basis pursuant to the warrant agreement.

For more information on the Assignment Agreement, please see the form of the Assignment Agreement, which is attached as Annex K hereto.

Contingency Escrow Agreement

Concurrently with the consummation of the Business Combination, InnoHold, the Company, the Parent Representative and Continental Stock Transfer & Trust Company (the “Escrow Agent”) will enter into a contingency escrow agreement (the “Contingent Escrow Agreement”) pursuant to which, out of the consideration otherwise to be delivered to InnoHold under the Merger Agreement, the Company will deposit with the Escrow Agent 500,000 shares of Class B Stock and 500,000 Class B Units (together with any securities paid as dividends or distributions with respect with such shares or units) (collectively, the “Escrow Securities”). The Escrow Securities will be placed in the escrow account and may only be transferred or disposed of, along with any dividends or earning thereon, for indemnification of the Company, the Parent Representative and their respective successors and permitted assigns for specified matters, according to the procedures set forth under the Merger Agreement and the Contingent Escrow Agreement. InnoHold will be entitled to exercise voting rights with respect to the Escrow Securities while they are held in the escrow account.

For more information on the Contingent Escrow Agreement, please see the form of the Contingent Escrow Agreement, which is attached as Annex N hereto.

Purple Warrants

For a description of the Purple Warrants to be issued to InnoHold, see “Description of Securities — Warrants — Purple Warrants.”

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Background of the Business Combination

GPAC is a blank check company formed on May 19, 2015 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On August 4, 2015, we closed our initial public offering and issued 15,525,000 units at a price of $10.00 per unit for gross proceeds of $155,250,000. Those funds were place in trust for the benefit of our stockholders. In addition, on August 4, 2015, we issued 12,815,000 warrants to our Sponsor at a price of $0.50 per warrant for gross proceeds of $6,408,000.

Our amended and restated certificate of incorporation, as amended, provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of a business combination; or (ii) the redemption of 100% of the shares of Common Stock included in the units sold in our initial public offering if we are unable to complete a business combination by February 5, 2018 (subject to the requirements of law).

Prior to the consummation of our initial public offering, neither GPAC, nor anyone on its behalf, had contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with GPAC.

After our initial public offering, our officers and directors commenced an active search for prospective businesses and assets to acquire. During this search process we did not hire an investment bank, but Deutsche Bank was very active in the process given that it led GPAC’s initial public offering. In addition, Mr. Zepf, Mr. Cook and GPAC’s board and advisors actively interacted with their investment banking and private equity relationships in order for GPAC to see as many potential transactions as possible. During this search process, we reviewed more than 60 acquisition opportunities and entered into detailed discussions with at least three possible target businesses or their representatives other than Purple.

In December 2015, we negotiated a non-binding letter of intent with a potential target. Early into the due diligence process, the target decided to pursue an investment with a private investment firm.

On March 21, 2016, representatives of Bengur Bryan (“BB”), financial advisor to Sequel Youth and Family Services, LLC (“Sequel”), contacted GPAC to discuss a potential business combination with Sequel, a company that the BB team believed could be of interest to GPAC.

In April 2016, we negotiated a non-binding letter of intent with another potential target. Soon thereafter, the target determined to pursue other alternatives, including a potential listing and all work on this potential transaction ceased.

In May 2016, we negotiated a non-binding letter of intent with another potential target but following initial diligence, we determined not to pursue this opportunity at the time.

After executing a non-disclosure agreement, conducting due diligence on Sequel, submitting a non-binding letter of interest to acquire Sequel, and negotiating the terms of an acquisition, on January 11, 2017, GPAC entered into an Agreement and Plan of Merger with Sequel. Pursuant to such agreement, the Company agreed to acquire all of the Sequel business through an equity purchase and a merger of its wholly-owned subsidiary with and into Sequel, with Sequel being the survivor in the merger.

From January 2017 to May 2017, GPAC held meetings and conference calls with existing and potential investors to gain support for the transaction with Sequel but was unable to obtain sufficient support to enable it meet the required minimum amount of capital necessary to complete the merger with Sequel.

On May 19, 2017, GPAC received notice from Sequel that Sequel terminated the merger agreement between the parties.

In May 2017, Jeff Crivello of PW Partners Capital Management LLC presented GPAC with a potential merger candidate.

On June 2, 2017, Mr. Crivello met with Paul Zepf, chief executive officer of GPAC, to discuss the potential merger candidate, and following the meeting, GPAC began the process of negotiating a non-disclosure agreement with Purple.

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On June 8, 2017, Messrs. Crivello, Zepf and Anthos traveled to Utah to meet with Purple’s management team, including Tony and Terry Pearce and Mr. Bernards, at Purple’s Alpine and Grantsville facilities and reviewed certain preliminary financial and other business information of Purple.

On June 12, 2017, Mr. Zepf held a conference call with Deutsche Bank to discuss Purple and a potential transaction with Purple.

On June 13, 2017, GPAC’s management and board of directors held a conference call to discuss, among other topics, the Purple opportunity. The board unanimously agreed that GPAC should continue pursuing the opportunity with Purple.

Between June 21 and June 22, 2017, GPAC appointed Piper Jaffray & Co. (“Piper Jaffray”) and Raymond James & Associates, Inc. (“Raymond James”) as financial advisors.

On June 22, 2017, GPAC received a confidential memorandum from Headwaters MB (“Headwaters”), Purple’s financial advisor. GPAC management shared the confidential memorandum with GPAC’s board of directors and its financial advisors and Mr. Zepf presented next steps.

On June 23, 2017, GPAC and Purple held a conference call to further discuss the potential transaction and Purple updated GPAC on its capital-raising alternatives and its overall business performance.

On June 25, 2017, GPAC’s management and board of directors discussed the Purple opportunity via email, including steps that would be required to extend the expiration date of GPAC beyond August 4, 2017. Mr. Zepf communicated his intention to management and the board to work with the Sponsor’s investors and third party investors to raise capital for GPAC, and obtain additional working capital that would be necessary for GPAC to extend its expiration date and pursue a business combination.

On June 26, 2017, Mr. Zepf and Deutsche Bank held a follow-up conference call to discuss the Purple opportunity and next steps. Mr. Zepf and Piper Jaffray had a separate conference call to discuss the Purple opportunity and next steps. Both Deutsche Bank and Piper Jaffray provided their feedback and discussed their views on the valuation of Purple as a public company.

On June 27, 2017, Mr. Zepf and Raymond James had a follow-up conference call to discuss the Purple opportunity and next steps. Raymond James provided its feedback and discussed its view on the valuation of Purple as a public company.

On June 28, 2017, GPAC finalized its presentation to Purple on the framework for a merger between GPAC and Purple, including GPAC’s views on Purple’s capital and strategic alternatives, and the presentations from its financial advisors.

On June 29, 2017, GPAC sent Purple and Headwaters an indication of interest, an outline of alternatives for Purple, and presentations from each of its financial advisors. Mr. Zepf met with Mr. Bernards, Terry Pearce and William Harrison from Headwaters in person and Tony Pearce via conference call to discuss a potential transaction with GPAC and GPAC’s perspectives on Purple’s capital and strategic alternatives.

On June 30, 2017, Purple requested a detailed proposal from GPAC with respect to valuation and sources and uses of proceeds and pro forma ownership from the proposed transaction. Over the next few days, Deutsche Bank addressed questions from Headwaters about a business combination with GPAC and Mr. Zepf addressed certain questions from Tony and Terry Pearce and Mr. Bernards.

On June 30, 2017, the board of directors of GPAC held a conference call in which Mr. Zepf updated it on his meetings with Purple, discussions with other business combination targets, and the timetable for seeking an extension of the term of GPAC. Following such discussion, GPAC’s board and management agreed to have its counsel prepare the necessary documents for the extension, and that management would continue to pursue the Purple opportunity and obtain the additional working capital that would be needed to operate GPAC beyond August 4, 2017 and enter into a business combination. GPAC’s board of directors and management team agreed that management should try to obtain such additional capital on terms similar to the prior loan made by the Sponsor to GPAC.

On July 5, 2017, Purple and Headwaters advised Mr. Zepf of Purple’s intent to move forward with a merger with GPAC, subject to clarification of certain issues and the negotiation of a letter of intent between the parties.

On July 6, 2017, GPAC’s board of directors held a conference call to discuss the feedback from Purple and the required next steps for GPAC to pursue the transaction with Purple.

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On July 10, 2017, GPAC submitted a term sheet and letter of intent to Purple and its financial advisor.

On July 12, 2017, GPAC and its financial advisors visited Purple’s Alpine, Utah and Grantsville, Utah manufacturing facilities and offices to review diligence matters and discuss Purple’s business.

Between July 12 and July 19, 2017, GPAC and its financial advisors continued to have meetings and discussions with Purple and conducted preliminary due diligence on Purple. During this time, counsel representing GPAC and Purple negotiated a letter of intent for the business combination.

On July 19, 2017, GPAC’s board of directors held a conference call to discuss, amount other things, the status of the extension, the letter of intent for the business combination, the valuation of Purple, and the need to obtain a loan of up to $1.2 million from the Sponsor for working capital.

On July 24, 2017, GPAC and Purple signed a non-binding letter of intent for a business combination and on July 27, 2017, GPAC and Purple issued a joint press release announcing the entry into the letter of intent.

From July 24, 2017 to November 1, 2017, GPAC and Purple and their respective financial and legal advisors negotiated the merger agreement and related documents and conducted factual due diligence.

On November 1, 2017, GPAC’s board of directors unanimously approved the Business Combination, the Merger Agreement and the transactions contemplated thereunder.

On November 2, 2017, the Merger Agreement was signed. On the same day, GPAC issued a press release and on November 3, 2017, GPAC filed a Current Report on Form 8-K with the SEC announcing the execution of the Merger Agreement.

GPAC’s Board of Directors’ Reasons for the Approval of the Business Combination

Before reaching its decision, GPAC’s board of directors reviewed the results of GPAC management’s due diligence and discussed with the entire management team of GPAC the diligence findings. GPAC’s board of directors also received and reviewed presentations from, and discussed with, GPAC’s third party financial and legal advisors on the transaction structure and various aspects of the due diligence.

The diligence conducted by GPAC’s management and presentations received included:

• an overview of the public markets in general and the sleep and comfort products industry presented by Deutsche Bank, Piper Jaffray and Raymond James, GPAC’s financial advisors;

• research on comparable companies and transactions;

• a review of the transaction structure presented by GPAC management and Ellenoff Grossman & Schole LLP, GPAC’s legal advisor;

• a discussion by Purple’s founders and Chief Executive Officer and other senior managers regarding Purple’s strategic direction and recent initiatives;

• human capital and insurance due diligence performed by Beecher Carlson;

• financial, tax, legal and accounting diligence review, including a quality of earnings analysis prepared by WithumSmith+Brown, PC, an accounting firm;

• employee background checks on the senior management team of Purple performed by Financial Risk Mitigation, Inc.;

• site visits by GPAC’s management to Purple’s facilities; and

• extensive meetings and calls with Purple’s management and Purple’s representatives regarding Purple’s operations, financial condition, strategy and prospects.

The board of directors considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual directors may have given different weight to different factors. This explanation of GPAC’s reasons for the Business Combination and all other information presented in this section is forward-looking. Therefore, you should read this explanation in light of the factors discussed under “Forward-Looking Statements.”

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In our prospectus for our initial public offering, we identified the following general criteria and guidelines that we believed would be important in evaluating prospective target businesses:

• Value-Added Capital For Growth And/Or Consolidation Opportunities: Our combined team has significant and successful experience in investing in and working with companies that are achieving rapid and profitable growth through (a) organic growth initiatives; and/or (b) strategic consolidation opportunities. We will target companies whose owners may not have the requisite capital or experience to take advantage of compelling corporate development opportunities.

• Operational improvements: Our combined team has significant and successful experience in investing in and working with companies where there is an opportunity to effect meaningful operational improvements. Our combined team has the versatility and flexibility to allow us to provide strategic guidance as board members and consultants or members take on direct senior leadership roles to drive operational improvements at the target company.

• Deleveraging: Our combined team’s extensive relationships with lenders and private equity firms, as well as their prior experience in making deleveraging investments, should position us well to source and execute a recapitalizing acquisition.

• “Partnership” Sale: We may seek to acquire one or more companies with a current owner, private equity or otherwise, who would like to retain a meaningful stake in the company to preserve and enhance potential upside.

• Limited Liquidity Options: At times the IPO market is uncertain or closed, so an acquisition by us could be a better means of going public for a target company. Further, a target company’s owners and/or management might not have experience going public or as a public company and could view our management team and sponsor experience as an important factor.

In considering the Business Combination, our board of directors concluded that Purple substantially met the above criteria. In particular, the board considered the following positive factors:

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