PRER14A 1 prer14a0118a2_globalpartner.htm PRER14A

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
(Amendment No. 2)

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.

¨

 

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:

 

 

 

 

 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

(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):

 

 

 

 

 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

(5)

 

Total fee paid:

 

 

 

 

 

x

 

Fee paid previously with preliminary materials.

¨

 

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:

 

 

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

(3)

 

Filing Party:

 

 

 

 

 

 

 

(4)

 

Date Filed:

 

 

 

 

 

 

REVISED PRELIMINARY COPY SUBJECT TO COMPLETION
DATED JANUARY 9, 2018

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 of stockholders of Global Partner Acquisition Corp., which we refer to as “we,” “us,” “our,” “GPAC” or the “Company,” on February 2, 2018, 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 (as amended, 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 a wholly-owned subsidiary of GPAC with and into Purple, with Purple being the survivor in the merger. A copy of the Merger Agreement, as amended, 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, a new class of Class B common stock of the Company (“Class B Stock”) will be created. The Class B Stock will have one vote per share, and will vote together with the Class A Stock, but will have no economic rights. As described further below, the Class B Stock will be issued to InnoHold, LLC, Purple’s current sole common equity holder (“InnoHold”).

In connection with the Business Combination, the current operating agreement of Purple will be amended to reflect the following:

         The existing single class of common membership interests in Purple will be reclassified into two new classes of Units, Class A membership units (the “Class A Units”) and Class B membership units (the “Class B Units”). Each Class A Unit and Class B Unit will have equal economic rights in Purple but different voting rights in Purple. The Class A Units will be solely held by the Company and will have all of the voting rights in Purple, and the Class B Units will initially be solely held by InnoHold and will have limited voting rights in Purple. The amended operating agreement will also appoint the Company as the sole managing member of Purple.

         Pursuant to the Exchange Agreement among the Company, Purple and InnoHold and the provisions of the amended operating agreement, 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 (subject to the Company’s option to pay cash in lieu of issuing Class A Stock).

The changes to the Company’s capital structure and the restructuring of Purple described above are intended to allow InnoHold to receive the equity consideration payable in connection with the Business Combination in a tax-free manner and to allow each of the Company and InnoHold to benefit from certain expected increased depreciation and amortization tax deductions that may arise following an exchange of Class B Units and Class B Stock for Class A Stock.

In addition:

         Under the Merger Agreement, InnoHold will receive, as consideration for its existing common units in Purple: (i) cash (the “Cash Consideration”), (ii) newly issued shares of Class B Stock and (iii) newly issued Class B Units (such Class B Units 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 $500 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 or such other amount as the Company and Purple may agree in writing on or prior to the Closing. 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.

         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.

         Pursuant to the Sponsor Share Agreement among the Company, the Sponsor and InnoHold and the Agreement to Assign Sponsor Warrants among the Company, the Sponsor, InnoHold and Continental Stock Transfer and Trust Company, as warrant agent, 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 or such lesser number of warrants as the Sponsor and InnoHold may agree in writing on or prior to closing of the Business Combination.

Immediately following the Business Combination, InnoHold will continue to own the Class B Units it received in exchange for its existing membership interests in Purple and will have no economic interest in the Company despite its ownership of Class B common stock (where “economic interest” means the right to receive any distributions or dividends, other than certain stock dividends). Therefore, following the Closing, InnoHold will hold a majority of the voting power of the Company and a majority of the economic interests in Purple. In addition, the Company will be a holding company and its principal asset will be the Class A Units of Purple. As the sole managing member of Purple, the Company will operate and control all of the business and affairs of Purple. Accordingly, although the Company will have a minority economic interest in Purple, the Company will have the sole voting interest in, and control the management of, Purple.

In connection with the Business Combination, we may enter into one or more agreements with institutional and other investors (the “Backstop Financing”) pursuant to which the investors will purchase shares of our Common Stock (as and to the extent requested by us) through one or more of (i) open market or privately negotiated transactions with third parties (including forward contracts), (ii) a private placement by the Company to occur concurrently with the consummation of the Business Combination at a purchase price of $10.00 per share of Common Stock, or (iii) a combination thereof, in order to help ensure that we have sufficient funds (after payment of our expenses and redemptions from our Trust Account) to meet our required minimum cash obligations under the Merger Agreement.

 

Immediately following the consummation of the Business Combination, the size of our board of directors will be increased from five to seven members in accordance with the relevant provisions in our amended and restated bylaws that we intend to adopt in connection with the Business Combination. Two of our current directors, Pano Anthos and Gary DiCamillo, will continue as directors, and our board of directors will appoint five new directors. 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 on 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, (iii) there is no Backstop Financing, and (iv) 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 20.6%, 74.6% and 4.8%, 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) change certain provisions related to our transition to an operating 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 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”;

(c)      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

(d)     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 have applied 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.

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 December 31, 2017, the estimated per share redemption price

 

would have been approximately $10.05. 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 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 or 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.”

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 our Common Stock. 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 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,

            , 2018

 

 

 

 

William Kerr
Chairman of the Board of Directors

This proxy statement is dated            , 2018 and is first being mailed to stockholders of the Company on or about            , 2018.

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 OF STOCKHOLDERS OF GLOBAL PARTNER ACQUISITION CORP.
To Be Held On February 2, 2018

To the Stockholders of Global Partner Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Global Partner Acquisition Corp., a Delaware corporation (“GPAC” or the “Company”), will be held on February 2, 2018, 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 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.”;

         change certain provisions related to our transition to an operating 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 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”);

(4)      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

(5)      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 January 10, 2018 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 December 31, 2017, the estimated per share redemption price would have been approximately $10.05. 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. 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,

           , 2018

 

 

 

 

Andrew Cook
Chief Financial Officer and Secretary

 

Table of Contents

 

 

Page

SUMMARY OF THE PROXY STATEMENT AND BUSINESS COMBINATION

 

1

FREQUENTLY USED TERMS

 

14

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

17

SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF GPAC

 

34

SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF PURPLE

 

36

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

37

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

39

RISK FACTORS

 

41

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

77

COMPARATIVE SHARE INFORMATION

 

87

SPECIAL MEETING OF GPAC STOCKHOLDERS

 

88

PROPOSAL NO. 1 — APPROVAL OF THE BUSINESS COMBINATION

 

93

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

 

125

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 COMMON STOCK

 

128

PROPOSAL NO. 4 — APPROVAL OF AMENDMENT TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS

 

130

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

 

132

PROPOSAL NO. 6 — APPROVAL OF AMENDMENT TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CHANGE GPAC’S NAME

 

134

PROPOSAL NO. 7 — APPROVAL OF AMENDMENTS TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT CERTAIN CHANGES RELATING TO OUR TRANSITION TO AN OPERATING COMPANY

 

135

PROPOSAL NO. 8 — APPROVAL OF CERTAIN ADDITIONAL NON-SUBSTANTIVE CHANGES TO GPAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

137

PROPOSAL NO. 9 — APPROVAL AND ADOPTION OF THE EQUITY INCENTIVE PLAN

 

138

PROPOSAL NO. 10 — APPROVAL OF ISSUANCE OF MORE THAN 20% OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK

 

145

PROPOSAL NO. 11 — THE ADJOURNMENT PROPOSAL

 

146

INFORMATION ABOUT GPAC

 

147

GPAC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

165

INFORMATION ABOUT PURPLE

 

171

PURPLE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

185

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

199

DESCRIPTION OF SECURITIES

 

204

TRANSFER AGENT AND WARRANT AGENT

 

213

LISTING OF SECURITIES

 

213

BENEFICIAL OWNERSHIP OF SECURITIES

 

214

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

217

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

221

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

 

223

APPRAISAL RIGHTS

 

223

i

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

223

SUBMISSION OF STOCKHOLDER PROPOSALS

 

223

FUTURE STOCKHOLDER PROPOSALS

 

224

WHERE YOU CAN FIND MORE INFORMATION

 

225

INDEX TO FINANCIAL STATEMENTS

 

F-1

 

 

 

ANNEX A — Merger Agreement, AS AMENDED

 

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

ii

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 January 9, 2018, 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 January 9, 2018 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.

1

There were also 12,815,000 warrants to purchase 6,407,500 shares of Common Stock issued and outstanding as of January 9, 2018 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, subject to any reduction of such number as the Sponsor and InnoHold may agree in writing on or prior to the Closing. Following such assignment of 12,815,000 Sponsor Warrants, 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. 200 N., 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 amended on January 8, 2018 (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.

Changes to Company Capital Structure

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, a new class of Class B common stock of the Company (“Class B Stock”) will be created. The Class B Stock will have one vote per share, and will vote together with the

2

Class A Stock, but will have no economic rights. As described further below, the Class B Stock will be issued to Innohold, LLC, Purple’s current sole common equity holder (“InnoHold”).

Restructuring of Purple

In connection with the Business Combination the current operating agreement of Purple will be amended to reflect the following:

         The existing single class of common membership interests in Purple will be reclassified into two new classes of Units, Class A membership units (the “Class A Units”) and Class B membership units (the “Class B Units”). Each Class A Unit and Class B Unit will have equal economic rights in Purple but different voting rights in Purple. The Class A Units will be solely held by the Company and will have all of the voting rights in Purple, and the Class B Units will initially be solely held by InnoHold and will have limited voting rights in Purple. The amended operating agreement will also appoint the Company as the sole managing member of Purple.

         Pursuant to the Exchange Agreement (as defined below) and the provisions of the amended operating agreement, 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 (subject to the Company’s option to pay cash in lieu of issuing Class A Stock).

The changes to the Company’s capital structure and the restructuring of Purple described above are intended to allow InnoHold to receive the equity consideration payable in connection with the Business Combination in a tax-free manner and to allow each of the Company and InnoHold to benefit from certain expected increased depreciation and amortization tax deductions that may arise following an exchange of Class B Units and Class B Stock for Class A Stock.

Consideration to InnoHold in the Business Combination

         Under the Merger Agreement, InnoHold will receive, as consideration for its existing common units in Purple: (i) cash (the “Cash Consideration”), (ii) newly issued shares of Class B Stock and (iii) newly issued Class B Units (such Class B Units 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 $500 million the amount of Purple’s indebtedness (as defined in the Merger Agreement) 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 or such other amount as the Company and Purple may agree in writing on or prior to the Closing. 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.

         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.

3

         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.

         Pursuant to the Sponsor Share Agreement (as defined below) and the Assignment Agreement (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 that entitles the holder to purchase 6,407,500 shares of the Company’s common stock or such lesser number as the Sponsor and InnoHold may agree in writing on or prior to the Closing.

Ownership Structure Following Completion of the Business Combination

Immediately following the Business Combination, InnoHold will continue to own the Class B Units it received in exchange for its existing membership interests in Purple and will have no economic interest in the Company despite its ownership of Class B common stock (where “economic interest” means the right to receive any distributions or dividends, other than certain stock dividends). Therefore, following the Closing, InnoHold will hold a majority of the voting power of the Company and a majority of the economic interests in Purple. In addition, the Company will be a holding company and its principal asset will be the Class A Units of Purple. As the sole managing member of Purple, the Company will operate and control all of the business and affairs of Purple. Accordingly, although the Company will have a minority economic interest in Purple, the Company will have the sole voting interest in, and control the management of, Purple. As a result, the Company will consolidate Purple in its consolidated financial statements and will report a non-controlling interest related to the Class B Units held by InnoHold on its consolidated financial statements.

4

Illustration of 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

Assuming (i) Net Parent Cash of $100.0 million, (ii) the exchange of all units issued as Equity Consideration, (iii) there is no Backstop Financing, and (iv) 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 20.6%, 74.6% and 4.8%, 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.

5

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

 

22.1

%

 

11,108,520

 

20.6

%

Sponsor

 

2,587,500

 

4.7

%

 

2,587,500

 

4.8

%

InnoHold

 

40,149,967

 

73.2

%

 

40,149,967

 

74.6

%

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 on 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 and the net proceeds, if any, received by us from the potential Backstop Financing. 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.

6

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 and scale. Based on its review of Purple’s past and projected financial information, GPAC believes that Purple is well positioned to continue its dynamic growth trajectory and achieve and increase profitability as its business continues to scale.

         Differentiated products. Purple has developed or licensed differentiated, patent protected (78 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;

7

         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 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

8

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 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.

9

Approval of Amendments to GPAC’s Amended and Restated Certificate of Incorporation to Effect Certain Other Changes Relating to our Transition to an Operating Company

Prior to the closing of the Business Combination, our amended and restated certificate of incorporation will be amended to, among other changes, change GPAC’s corporate purpose and remove certain corporate opportunity waivers. See the section entitled “Proposal No. 7 — Approval of Amendments to GPAC’s Amended and Restated Certificate of Incorporation To Effect Certain Changes Relating to our Transition to an Operating 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 next 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, Claudia Hollingsworth, Gary Kiedaisch, Terry Pearce and Tony Pearce. See the section entitled “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 4,100,000, which is approximately 7.5% of our Common Stock outstanding 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. 9 — 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 securities in excess of 20% of the Company’s issued and outstanding Common Stock, including the shares of Common Stock issuable upon the exchange of such securities. See the section entitled “Proposal No. 10 — Approval of Issuance of More than 20% of the Company’s Issued and Outstanding Common Stock” for additional information.

10

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. 11 — 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, Purple senior management comprising the senior management of the combined company, and the fact that a majority of directors of the combined company will be the owners of Purple or individuals identified by Purple for election to the board.

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:

         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 January 8, 2018 of approximately $25.9 million based on the closing price of the shares of our Common Stock as reported by The NASDAQ Capital Market on January 8, 2018, 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;

11

         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.

12

The Business Combination Proposal is conditioned on the Share Issuance Proposal, each Certificate Proposal and the Incentive Plan Proposal. The Share Issuance Proposal, each Certificate Proposal and the Incentive Plan Proposal are each conditioned on the approval of the Business Combination Proposal. The Share Issuance Proposal and the Incentive Plan Proposal are each conditioned on the approval of the Certificate Proposals. If the Share Issuance Proposal, the Certificate Proposals and the Incentive Plan 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 and the Incentive Plan 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.”

13

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.

“Backstop Financing” means transactions contemplated by one or more agreements by and between us and institutional and other investors pursuant to which the investors will purchase shares of our Common Stock (as and to the extent requested by us) through one or more of (i) open market or privately negotiated transactions with third parties (including forward contracts), (ii) a private placement by the Company to occur concurrently with the consummation of the Business Combination at a purchase price of $10.00 per share of Common Stock, or (iii) a combination thereof, in order to help ensure that we have sufficient funds (after payment of our expenses and redemptions from our Trust Account) to meet our required minimum cash obligations under the Merger Agreement.

“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, or such other amount as the Company and Purple may agree in writing on or prior to the Closing.

“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) change certain provisions related to our transition to an operation 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.

14

“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.

“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, as amended on January 8, 2018, 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.

15

“Purple Warrants” means the 12,815,000 warrants to purchase 6,407,500 shares of Class A Stock (or such lesser amount of the Sponsor Warrants as the Sponsor and Purple may agree in writing on or prior to the closing) 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 securities in excess of 20% of the Company’s outstanding Common Stock, including the shares of Common Stock issuable upon exchange of such securities, 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 or such lesser number of the Sponsor Warrants as the Sponsor and Purple may agree in writing on or prior to the Closing. 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 December 31, 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.

16

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 effect certain changes relating to our transition to an operating 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 approve and adopt the Purple Innovation, Inc. 2017 Equity Incentive Plan (this proposal is referred to herein as the “Incentive Plan Proposal”);

10.     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

17

11.     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 and the Incentive Plan Proposal;

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

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

If the Share Issuance Proposal, the Certificate Proposals and the Incentive Plan 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 and the Incentive Plan 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 and scale. Based on its review of Purple’s past and projected financial information, GPAC believes that Purple is well positioned to continue its dynamic growth trajectory and achieve and increase profitability as its business continues to scale.

         Differentiated products. Purple has developed or licensed differentiated, patent protected (78 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.

18

         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 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 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.

19

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.

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, a new class of Class B common stock of the Company (“Class B Stock”) will be created. The Class B Stock will have one vote per share, and will vote together with the Class A Stock, but will have no economic rights. As described further below, the Class B Stock will be issued to Innohold, LLC, Purple’s current sole common equity holder (“InnoHold”).

In connection with the Business Combination, the current operating agreement of Purple will be amended to reflect the following:

         The existing single class of common membership interests in Purple will be reclassified into two new classes of Units, Class A membership units (the “Class A Units”) and Class B membership units (the “Class B Units”). Each Class A Unit and Class B Unit will have equal economic rights in Purple but different voting rights in Purple. The Class A Units will be solely held by the Company and will have all of the voting rights in Purple, and the Class B Units will initially be solely held by InnoHold and will have limited voting rights in Purple. The amended operating agreement will also appoint the Company as the sole managing member of Purple.

         Pursuant to the Exchange Agreement and the provisions of the amended operating agreement, 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 (subject to the Company’s option to pay cash in lieu of issuing Class A Stock).

The changes to the Company’s capital structure and the restructuring of Purple described above are intended to allow InnoHold to receive the equity consideration payable in connection with the Business Combination in a tax-free manner and to allow each of the Company and InnoHold to benefit from certain expected increased depreciation and amortization tax deductions that may arise following an exchange of Class B Units and Class B Stock for Class A Stock.

In addition:

         Under the Merger Agreement, InnoHold will receive, as consideration for its existing common units in Purple: (i) cash (the “Cash Consideration”), (ii) newly issued shares of Class B Stock and (iii) newly issued Class B Units (such Class B Units 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 $500 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 or such other amount as the Company and Purple may agree in writing on or prior to the Closing. 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.

20

         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.

         Pursuant to the Sponsor Share Agreement (as defined below) and the Assignment Agreement (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 that entitles the holder to purchase 6,407,500 shares of the Company’s common stock or such lesser number of warrants as the Sponsor and InnoHold may agree in writing on or prior to the Closing.

In connection with the Business Combination, we may enter into one or more agreements with institutional investors pursuant to which the investors will purchase shares of our Common Stock (as and to the extent requested by us) through one or more of (i) open market or privately negotiated transactions with third parties (including forward contracts), (ii) a private placement by the Company  to occur concurrently with the consummation of the Business Combination at a purchase price of $10.00 per Common Share, or (iii) a combination thereof, in order to help ensure that we have sufficient funds (after payment of our expenses and redemptions from our Trust Account) to meet our required minimum cash obligations under the Merger Agreement.

Immediately following the Business Combination, InnoHold will continue to own the Class B Units it received in exchange for its existing membership interests in Purple and will have no economic interest in the Company despite its ownership of Class B common stock (where “economic interest” means the right to receive any distributions or dividends, other than certain stock dividends). Therefore, following the Closing, InnoHold will hold a majority of the voting power of the Company and a majority of the economic interests in Purple. In addition, the Company will be a holding company and its principal asset will be the Class A Units of Purple. As the sole managing member of Purple, the Company will operate and control all of the business and affairs of Purple. Accordingly, although the Company will have a minority economic interest in Purple, the Company will have the sole voting interest in, and control the management of, Purple. As a result, the Company will consolidate Purple in its consolidated financial statements and will report a non-controlling interest related to the Class B Units held by InnoHold on its consolidated financial statements.

Q:      How did GPAC determine the $500 million enterprise value for Purple?

A:      The enterprise value of Purple set forth in the Merger Agreement was determined pursuant to negotiations between the management of GPAC and the principal equity holders of InnoHold. In connection with its review of the enterprise value, GPAC management consulted extensively with each of its financial advisors, and also communicated with other industry sources. In addition, the enterprise value was reviewed and approved by GPAC’s board as part of its review of the terms of the Merger Agreement.

Among the factors considered by the management of GPAC in determining the enterprise value of Purple were the following:

         Purple’s past financial performance, including its strong growth rate and operating margins;

         Purple’s projected financial performance, including its anticipated continued growth and expected profitability levels;

         Market valuations of certain comparable publicly traded consumer and e-commerce companies;

         The nature of the industry in which Purple conducts its business (mattresses and related products), including the opportunities for Purple to continue to develop the direct-to-consumer segment and to introduce sales through retailers;

         The opportunities for Purple to gain market share, both domestically and through international sales and distribution;

21

         Purple’s competitive advantages in the marketplace, both in terms of its mattress technologies and its differentiated product line; and

         Purple’s extensive degree of control over its manufacturing operations, processes and product line, including the fact that Purple’s mattresses, pillows and seat cushions are manufactured by Purple at its facilities in Utah.

Q:      What are the terms for the exchange of the Class B Units and the Class B Stock 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, (iii) there is no Backstop Financing, and (iv) 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 20.6%, 74.6% and 4.8%, 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

 

22.1

%

 

11,108,520

 

20.6

%

Sponsor

 

2,587,500

 

4.7

%

 

2,587,500

 

4.8

%

InnoHold

 

40,149,967

 

73.2

%

 

40,149,967

 

74.6

%

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” for further information.

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.

22

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 have applied 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 $10.01 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, (iii) there is no Backstop Financing, and (iv) that no equity awards are issued under the proposed equity incentive plan described below, the amount of Common Stock outstanding will be 53,845,987 shares of Common Stock, consisting of 13,696,020 shares of Class A Stock and 40,149,967 shares of Class B Stock.

Up to 54,319,967 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 or such lesser number of warrants as the Sponsor and InnoHold may agree in writing on or prior to the Closing 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 40,149,967 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.

23

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.”

24

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 — Amendments to GPAC’s amended and restated certificate of incorporation to effect certain other changes related to our transition to an operating 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 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 40,149,967 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 40,149,967 shares of Class A Stock. Since the issuance of securities in the Business Combination, including the shares of Common Stock issuable upon exchange of such securities, 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).

25

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.

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 January 8, 2018 of approximately $25.9 million based on the closing price of the shares of our Common Stock as reported by The

26

NASDAQ Capital Market on January 8, 2018, 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 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.

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.

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

27

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 December 31, 2017, the estimated per share redemption price would have been approximately $10.05. 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.

28

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 1,000,000 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 Merger 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.

29

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 January 31, 2018 (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

30

         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 February 2018, 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 January 10, 2018, 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

31

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 connection with the Business Combination?

A.      Yes. Immediately following the consummation of the Business Combination, the size of our board of directors will be increased from five to seven members in accordance with the relevant provisions in our amended and restated bylaws that we intend to adopt in connection with the Business Combination. Three of our current directors, Paul Zepf, William Kerr and Jeffrey Weiss will resign as directors of GPAC at the time of the closing of the Business Combination, and Sam Bernards, Claudia Hollingsworth, Gary Kiedaisch, Terry Pearce and Tony Pearce will be appointed 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

32

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

33

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 September 30, 2017 and for the nine months ended September 30, 2017 and September 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.

 

 

Nine Months Ended
September 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

 

 

1,421,000

 

 

 

486,000

 

 

 

2,657,000

 

 

$

346,000

 

Loss from operations

 

 

(1,421,000

)

 

 

(486,000

)

 

 

(2,657,000

)

 

$

(346,000

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction fee income

 

 

2,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income on Trust Account

 

 

735,000

 

 

 

258,000

 

 

 

330,000

 

 

$

43,000

 

Interest expense on Notes payable – related party

 

 

(57,000

)

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income tax

 

 

1,757,000

 

 

 

(228,000

)

 

 

(2,327,000

)

 

 

(303,000

)

Provision for income tax

 

 

(306,000

)

 

 

 

 

 

 

 

 

 

Net Income (loss) attributable to common
stock

 

$

1,451,000

 

 

 

(228,000

)

 

 

(2,327,000

)

 

$

(303,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

4,995,000

 

 

 

4,754,000

 

 

 

4,787,000

 

 

 

4,446,000

 

Diluted

 

 

18,263,000

 

 

 

4,754,000

 

 

 

4,787,000

 

 

 

4,446,000

 

Net Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

(0.05

)

 

$

(0.49

)

 

$

(0.07

)

Diluted

 

$

0.08

 

 

$

(0.05

)

 

$

(0.49

)

 

$

(0.07

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

137,000

 

 

 

(403,000

)

 

$

(811,000

)

 

$

(278,000

)

Net cash provided by investing activities

 

$

 —

 

 

$

 —

 

 

$

 —

 

 

$

(155,250,000

)

Net cash provided (used) by financing
activities

 

$

(34,165,000

)

 

$

 —

 

 

$

 —

 

 

$

156,576,000

 

34

 

 

As of
September 30,
2017

 

As of
December 31,
 2016

Balance Sheet Data:

 

 

 

 

 

 

Current assets –

 

 

 

 

 

 

Cash

 

$

 374,000

 

$

 237,000

Prepaid expenses

 

$

 19,000

 

$

 41,000

Total current assets

 

$

 393,000

 

$

 278,000

Non-current assets –

 

 

 

 

 

 

Cash and investments held in Trust Account

 

$

121,749,000

 

$

155,543,000

Total assets

 

$

122,142,000

 

$

156,821,000

 

 

 

 

 

 

 

Current liabilities –

 

 

 

 

 

 

Accounts payable and accrued liabilities and taxes

 

$

 1,015,000

 

$

 1,875,000

 

 

 

 

 

 

 

Other liabilities –

 

 

 

 

 

 

Deferred underwriting compensation

 

$

4,000,000

 

$

4,658,000

Total liabilities

 

$

5,015,000

 

$

6,533,000

Common stock subject to possible redemption: 11,212,713 shares and 14,428,805 shares at September 30, 2017 and December 31, 2016, respectively

 

$

112,127,000

 

$

144,288,000

 

 

 

 

 

 

 

Total stockholders’ equity

 

$

5,000,000

 

$

5,000,000

35

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 nine months ended September 30, 2017 and 2016 and the balance sheet data as of September 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

 

Nine Months Ended
September 30,

 

Year Ended
December 31,

 

 

2017

 

2016

 

2016

 

2015

 

2014

 

 

Unaudited

 

Unaudited

 

Restated

 

Unaudited

 

Unaudited

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, net

 

$

133,820

 

 

$

40,882

 

 

$

65,473

 

 

$

5,838

 

 

$

4,305

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

73,904

 

 

 

25,573

 

 

 

39,857

 

 

 

3,934

 

 

 

2,297

 

Related party royalty fees

 

 

 

 

 

3,611

 

 

 

4,139

 

 

 

520

 

 

 

391

 

Total cost of revenues

 

 

73,904

 

 

 

29,184

 

 

 

43,996

 

 

 

4,454

 

 

 

2,688

 

Gross profit

 

 

59,916

 

 

 

11,698

 

 

 

21,477

 

 

 

1,384

 

 

 

1,617

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing and sales

 

 

53,970

 

 

 

9,978

 

 

 

17,901

 

 

 

469

 

 

 

93

 

General and administrative

 

 

8,463

 

 

 

2,844

 

 

 

4,643

 

 

 

1,193

 

 

 

752

 

Research and development

 

 

904

 

 

 

522

 

 

 

792

 

 

 

62

 

 

 

3

 

Loss on disposal of property and
equipment

 

 

10

 

 

 

 

 

 

23

 

 

 

 

 

 

 

 

Total operating expenses

 

 

63,347

 

 

 

13,344

 

 

 

23,359

 

 

 

1,724

 

 

 

848

 

Operating income (loss)

 

 

(3,431

)

 

 

(1,646

)

 

 

(1,882

)

 

 

(340

)

 

 

769

 

Other expense, net

 

 

(2

)

 

 

(19

)

 

 

(19

)

 

 

(67

)

 

 

(104

)

Net income (loss)

 

$

(3,433

)

 

$

(1,665

)

 

$

(1,901

)

 

$

(407

)

 

$

665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data (at end of period):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,155

 

 

 

 

 

 

$

4,013

 

 

$

71

 

 

$

256

 

Working capital

 

$

(18,285

)

 

 

 

 

 

$

(6,119

)

 

$

(1,038

)

 

$

(522

)

Total assets

 

$

30,323

 

 

 

 

 

 

$

18,842

 

 

$

1,086

 

 

$

1,348

 

Current liabilities

 

$

36,846

 

 

 

 

 

 

$

18,717

 

 

$

2,117

 

 

$

1,827

 

Long-term obligations

 

$

37

 

 

 

 

 

 

$

24

 

 

$

 

 

$

 

Member’s deficit

 

$

(8,036

)

 

 

 

 

 

$

(813

)

 

$

(1,031

)

 

$

(478

)

36

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, Purple senior management comprising the senior management of the combined company, and the fact that a majority of directors of the combined company will be the owners of Purple or individuals identified by Purple for election to the board.

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 September 30, 2017 and has been prepared to reflect the Business Combination as if it occurred on September 30, 2017. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2017 combines the historical unaudited results of operations of Purple, and the historical unaudited results of operations of GPAC, for the nine months ended September 30, 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. The pro forma condensed combined statements of operations presented are prepared giving effect to the Business Combination as if it had occurred on January 1, 2016, the beginning of the fiscal year presented, and carried forward though the interim period presented.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2017 was derived from Purple’s unaudited condensed statement of operations, and GPAC’s unaudited condensed statement of operations, for the nine months ended September 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.

37

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 1,000,000 Shares of GPAC Common Stock

 

 

(in thousands, except share and per share information)

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Nine Months ended September 30, 2017

 

 

 

 

 

 

 

 

Net revenues

 

$

133,820

 

 

$

133,820

 

Net (loss) attributable to common stockholders

 

$

(237

)

 

$

(225

)

Net (loss) per share attributable to common stockholders

 

$

(0.02

)

 

$

(0.02

)

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

 

 

 

&nbs