UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2017

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from  __________ to __________

 

Commission File Number: 001-37523

 

GLOBAL PARTNER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware		47-4078206
(State or other jurisdiction of  incorporation or organization)		(I.R.S. Employer  Identification Number)

 

10 Allison Lane Thornwood, NY		10594
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code:  (646) 756-2877

 

1 Rockefeller Plaza, 11^th Fl, New York, NY 10020

(Former name or former address, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒    No☐ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒      No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐ (Do not check if a smaller reporting company)		Smaller reporting company	☐
			Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☒     No ☐

 

As of May 1, 2017, there were 19,406,250 shares of the Company’s common stock issued and outstanding. 

 

 

 

GLOBAL PARTNER ACQUISITION CORP.

 

Table of Contents

 

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016	1
	Condensed Statements of Operations for the three months ended March 31, 2017 and March 31, 2016 (unaudited)	2
	Condensed Statement of Stockholders’ Equity for the three months ended March 31, 2017 (unaudited)	3
	Condensed Statements of Cash Flows for the three months ended March 31, 2017 and March 31, 2016 (unaudited)	4
	Notes to Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION		20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
Signatures		22

 

 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GLOBAL PARTNER ACQUISITION CORP.

CONDENSED BALANCE SHEETS

 

		March 31,			December 31,
		2017			2016
ASSETS		(Unaudited)
Current assets –
Cash		$	230,000		$	237,000
Prepaid expenses			65,000			41,000
Total current assets			295,000			278,000
Non-current assets -
Cash and investments held in Trust Account			155,722,000			155,543,000
Total assets		$	156,017,000		$	155,821,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities –
Accounts payable		$	34,000		$	199,000
Accrued liabilities			872,000			1,614,000
Accrued taxes			150,000			62,000
Notes payable and accrued interest – related party			1,218,000			-
Total current liabilities			2,274,000			1,875,000
Other liabilities –
Deferred underwriting compensation			4,658,000			4,658,000
Total liabilities			6,932,000			6,533,000
Common stock subject to possible redemption; 14,408,544 shares and  14,428,805 shares, respectively, at March 31, 2017 and December 31, 2016 (at redemption value of approximately $10.00 per share)			144,085,000			144,288,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none  issued or outstanding			-			-
Common stock, $0.0001 par value, 35,000,000 shares authorized,  4,997,706 shares and 4,977,445 shares, respectively, issued and outstanding  (excluding 14,408,544 and 14,428,805 shares, respectively, subject to possible redemption) at March 31, 2017 and December 31, 2016			-			-
Additional paid-in-capital			7,833,000			7,630,000
Accumulated deficit			(2,833,000	)		(2,630,000	)
Total stockholders’ equity			5,000,000			5,000,000
Total liabilities and stockholders’ equity		$	156,017,000		$	155,821,000

 

See accompanying notes to condensed financial statements

 

 

GLOBAL PARTNER ACQUISITION CORP.

 

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited) 

 

		For the three months ended March 31,
		2017				2016
Revenues		$	-			$	-
General and administrative expenses			314,000				138,000
Loss from operations			(314,000	)			(138,000	)
Other income (expense)
Interest income on Trust Account			179,000				100,000
Interest expense on Notes payable – related party			(18,000	)			-
Loss before income tax			(153,000	)			(38,000	)
Provision for income tax			(50,000	)			-
Net loss attributable to common stock		$	(203,000	)		$	(38,000	)
Weighted average common shares outstanding:
Basic and diluted			4,986,000				4,748,000
Net loss per common share:
Basic and diluted		$	(0.04	)		$	(0.01	)

 

See accompanying notes to condensed financial statements

 

 

GLOBAL PARTNER ACQUISITION CORP.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

For the three months ended March 31, 2017

(Unaudited) 

 

		Common Stock								Additional Paid-in				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Equity
Balances, December 31, 2016			4,977,445			$	-			$	7,630,000			$	(2,630,000	)		$	5,000,000
Change in proceeds subject to possible redemption							-				203,000				-				203,000
Net loss			20,261				-				-				(203,000	)			(203,000	)
Balances, March 31, 2017			4,997,706			$	-			$	7,833,000			$	(2,833,000	)		$	5,000,000

 

See accompanying notes to condensed financial statements

 

 

GLOBAL PARTNER ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited) 

 

		For the three months ended
		March 31,
		2017				2016
Cash flow from operating activities:
Net loss		$	(203,000	)		$	(38,000	)
Adjustments to reconcile net loss to net cash used in operations:
Increase in prepaid expenses			(24,000	)			(19,000	)
Increase (decrease) in accounts payable and accrued expenses and taxes, net			(801,000	)			2,000
Trust income retained in Trust Account			(179,000	)			(100,000	)
Net cash used in operating activities			(1,207,000	)			(155,000	)
Cash flows from financing activities: Proceeds from notes payable – related party			1,200,000				-
Net decrease in cash			(7,000	)			(155,000	)
Cash at beginning of period			237,000				1,048,000
Cash at end of period		$	230,000			$	893,000
Supplemental disclosure of non-cash financing activities:
Non-cash interest		$	18,000			$	-

 

 

See accompanying notes to condensed financial statements

 

 

GLOBAL PARTNER ACQUISITION CORP.
Notes to Condensed Financial Statements

(unaudited) 

 

NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

Organization and General:

 

Global Partner Acquisition Corp. (the “Company”) was incorporated in Delaware on May 19, 2015. The Company was 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 (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

 

At March 31, 2017, the Company had not commenced any operations. All activity for the period from May 19, 2015 (inception) through March 31, 2017 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, locating and completing a suitable Business Combination. The Company has not and will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash from the proceeds of the Public Offering and a concurrent private placement.

 

Sponsor and Financing:

 

The Company’s sponsor is Global Partner Sponsor I LLC, a Delaware limited liability corporation (the “Sponsor” or the “initial stockholder”). The registration statement for the Public Offering (as described in Note 4) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on July 29, 2015. The Company intends to finance an Initial Business Combination with proceeds from $155,250,000 of gross proceeds from the Public Offering, including the underwriters’ exercise of the over-allotment option in full (as described in Note 4) and approximately $6,408,000 of gross proceeds from a concurrent private placement (Note 4). Upon the closing of the Public Offering and the private placement, $155,250,000 was deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as discussed below.

 

The Trust Account:

 

The funds in the Trust Account may be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds of the Public Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses for prospective acquisition targets and continuing general and administrative expenses.

 

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the Units (as defined below) sold in the Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law).

 

Initial Business Combination:

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination with a Target Business. As used herein, a “Target Business” is one or more businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination. There is no assurance that the Company will be able to successfully effect an Initial Business Combination.

 

 

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares (as defined below) in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.

 

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards, Board (“FASB”) Accounting Standards Update (“ASC”) 480, “Distinguishing Liabilities from Equity.”

 

The Company will only have 24 months from the closing date of the Public Offering to complete the Business Combination. See Liquidation and Going Concern below.

 

Liquidation and Going Concern:

 

The Company will only have 24 months from the closing date of the Public Offering (until August 4, 2017) to complete an Initial Business Combination. If the Company does not complete an Initial Business Combination within 24 months from the closing date of the Public Offering, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and funds released for working capital (less up to $50,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete the Initial Business Combination within the required time period.

 

This mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern at March 31, 2017. No adjustments have been made to the carrying amounts of assets or liabilities as of such date should the Company be required to liquidate after August 4, 2017.

 

In the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering.

 

At March 31, 2017, the Company had current liabilities of approximately $2,274,000 and negative working capital of approximately $1,979,000. Of these amounts, approximately $150,000 represents accrued taxes (which can be paid with interest earned from the Trust Account), approximately $1,218,000 is payable to our Sponsor upon the consummation of an Initial Business Combination (see Note 5) and approximately $905,000 largely represents amounts owed to professionals, consultants, advisors and others for their services in connection with the Company’s proposed Initial Business Combination (see Note 2). Funds in the Trust Account are not generally available to pay professionals, consultants, advisors and others absent an Initial Business Combination and the majority of such parties have agreed to waive any claims against the Trust Account. The Company believes that such professionals, consultants, advisors (excluding our independent registered public accounting firm) and others will continue assisting the Company with completing the Initial Business Combination described in Note 2 and defer a substantial amount of their fees until such completion or on a contingency basis. Further, the Company continues to generate interest income that is available to pay taxes. As such, the Company believes that it has sufficient working capital at March 31, 2017 to fund its operations until completion of its Initial Business Combination or, if necessary, through August 4, 2017.

 

 

NOTE 2 – AGREEMENT FOR BUSINESS COMBINATION

 

The Business Combination

 

On January 11, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Sequel Acquisition, LLC (the “MergerSub”), a wholly-owned subsidiary of the Company, Sequel Youth and Family Services, LLC (“Sequel”) and other parties named thereto. Pursuant to the Merger Agreement, the Company will acquire the Sequel business through an equity purchase and a merger of MergerSub with and into Sequel, with Sequel being the survivor in the merger (the “Business Combination”).

 

Sequel is a national provider of diversified behavioral healthcare services for individuals with behavioral, emotional, or physical challenges. Sequel provides service offerings across three primary program types, i) residential treatment centers, ii) intensive treatment programs, and iii) community-based services. Sequel is headquartered in Huntsville, Alabama.

 

The Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, GPAC will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Sequel comprising the ongoing operations of the combined company, Sequel’s senior management comprising the senior management of the combined company, and the fact that a majority of the directors of the company post-Business Combination will be the owners or managers of Sequel or individuals identified by Sequel for election to the board. For accounting purposes, Sequel will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Sequel (i.e., a capital transaction involving the issuance of stock by GPAC for the equity interests of Sequel). Accordingly, the consolidated assets, liabilities and results of operations of Sequel will become the historical financial statements of the combined company, and GPAC’s assets, liabilities and results of operations will be consolidated with Sequel beginning on the acquisition date.

 

Merger Consideration

 

The Sequel common equity holders will receive in consideration for their common units in Sequel newly issued class B limited liability company common units in Sequel, which will be exchangeable initially for 4,500,000 shares of common stock of GPAC. Immediately following the Business Combination, under the Merger Agreement, the Sequel common equity holders will also receive a distribution of (i) $105.0 million in cash, (ii) 6,532,000 warrants to purchase approximately 3,266,000 shares of common stock of GPAC and (iii) rights under a Tax Receivable Agreement. All issued and outstanding options of Sequel will vest and become exercisable for common units of Sequel entitled to the consideration above. The preferred equity holder in Sequel will receive a distribution of $30.0 million in cash and approximately $62.2 million in newly-issued preferred units in Sequel in exchange for its existing preferred interests in Sequel. The Preferred Equity Consideration will have certain preferred rights, including the right to receive monthly cash distributions in an amount initially equal to 9.9% per year, subject to adjustment based on same program revenue for Sequel and to approve certain actions by the Company and Sequel. Pursuant to the Tax Receivable Agreement, GPAC will share with certain of the Sequel equity holders certain tax savings resulting from the amortization of the anticipated step-up in tax basis in Sequel’s assets as a result of the Initial Business Combination and certain other transactions.

 

Redemption Offer

 

Pursuant to the Company’s existing amended and restated certificate of incorporation (the “existing charter”), in connection with the Business Combination, holders of the Company’s public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the existing charter (the “Redemption Offer”). The per share redemption price would have been approximately $10.00 at March 31, 2017.

 

 

Other Provisions and Agreements

 

The Merger Agreement also (i) contains customary provisions outlining the representations and warranties made by the parties for the benefit of the other party, (ii) is subject to customary conditions to be satisfied by each party prior to consummation of the Business Combination and (iii) may be terminated under certain customary and limited circumstances prior to closing, all as discussed further in the Preliminary Proxy Statement filed with the Securities and Exchange Commission on January 25, 2017 and in the Form 8-K filed with the Securities and Exchange Commission on January 18, 2017. The Merger Agreement may be terminated and the Business Combination abandoned, among other things, at any time prior to the closing by the Company or Sequel if the closing of the Business Combination has not occurred by May 15, 2017 (this date will automatically be extended to June 15, 2017 if the proxy statement has been mailed to the Company’s stockholders by May 15, 2017 but the stockholder meeting has not yet occurred).

 

While the Company intends to seek an extension of the termination date of the Merger Agreement, there can be no assurances that the Merger Agreement termination date will be extended or, if extended, that the Company will complete the Business Combination.

 

The Business Combination also calls for various additional agreements including amendments to the Company’s amended and restated certificate of incorporation, the establishment of a new equity incentive plan, an amended operating agreement for Sequel, registration rights agreements, a certificate of designations for a new series of preferred stock of the Company, new warrants of the Company, a support agreement, an agreement with the sponsor, a Board agreement, new offer letters for senior management and certain restrictive covenant agreements as outlined in the Preliminary Proxy Statement filed with the Securities and Exchange Commission on January 25, 2017 and in the Form 8-K filed with the Securities and Exchange Commission on January 18, 2017.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation:

 

The accompanying interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2017 and December 31, 2016, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.

 

The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC. All dollar amounts are rounded to the nearest thousand dollars.

 

Emerging Growth Company:

 

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

 

Net Loss Per Common Share:

 

Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At March 31, 2017 and 2016, the Company had outstanding warrants to purchase 14,170,000 shares of common stock. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented.

 

Concentration of Credit Risk:

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

 

 

Financial Instruments:

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements.

 

Use of Estimates:

 

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

 

Offering Costs:

 

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering.” Offering costs of approximately $9,765,000, consisting principally of underwriting discounts of $9,315,000 (including approximately $4,658,000 of which payment is deferred) and approximately $450,000 of professional, printing, filing, regulatory and other costs were charged to additional paid in capital upon the closing of the Public Offering on August 4, 2015.

 

Income Taxes:

 

The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At March 31, 2017 and December 31, 2016, the Company has a deferred tax asset of approximately $275,000 and $225,000, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. The Company has excluded approximately $2.8 million of business combination related costs from this calculation due to uncertainty of tax deductibility after the Initial Business Combination.

 

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2017 or December 31, 2016. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2017 or December 31, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities.

 

Redeemable Common Stock:

 

All of the 15,525,000 common shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of an entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.

 

 

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital.

 

Accordingly, at March 31, 2017 and December 31, 2016, 14,408,544 and 14,428,805, respectively, of the 15,525,000 Public Shares were classified outside of permanent equity at their redemption value.

 

Recent Accounting Pronouncements:

 

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

 

NOTE 4 – PUBLIC OFFERING

 

On August 4, 2015, the Company closed the Public Offering for the sale of 15,525,000 Units at a price of $10.00 per unit (the “Units”), including the full exercise of the underwriters’ over-allotment option yielding gross proceeds of $155,250,000. Each Unit consists of one share of the Company’s common stock, $0.0001 par value and one redeemable common stock purchase warrant (the “Warrants”). Each Warrant entitles the holder to purchase one-half of one share of common stock at a price of $5.75. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. Each Warrant will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Initial Business Combination on or prior to the 24-month period allotted to complete the Initial Business Combination, the Warrants will expire at the end of such period. The Company has agreed to use its best efforts following the completion of the Initial Business Combination to file a new registration statement under the Securities Act, to cover the shares of common stock issuable upon the exercise of the warrants. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants issued as part of the 15,525,000 Units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they are exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’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 the Company sends the notice of redemption to the Warrant holders.

 

The Company paid an underwriting discount of 3% of the gross proceeds of the Public Offering to the underwriters at the closing of the Public Offering (approximately $4,658,000), with an additional fee (the “Deferred Discount”) of 3% of the gross proceeds payable upon the Company’s completion of the Initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination.

 

In addition, on August 4, 2015, the Sponsor paid the Company approximately $6,408,000 in a private placement for the purchase of 12,815,000 warrants at a price of $0.50 per warrant (the “Private Placement Warrants”) - see also Note 5.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Founder Shares:

 

In May 2015, the Sponsor purchased 3,881,250 shares of common stock (the “Founder Shares”) for $25,000, or approximately $0.006 per share. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions as described in more detail below. The Sponsor agreed to forfeit up to 506,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the initial stockholder would own 20.0% of the Company’s issued and outstanding shares after the Public Offering. As described above, the underwriters exercised their over-allotment option in full and therefore none of the Founder Shares were forfeited.

 

 

The Company’s initial stockholder has agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of the Initial Business Combination, or earlier if, subsequent to the Initial Business Combination, the last sale price of the Company’s 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 Initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

 

Private Placement Warrants;

 

Upon the closing of the Public Offering on August 4, 2015, the Sponsor paid the Company approximately $6,408,000 in a private placement for the purchase of 12,815,000 warrants (including warrants in connection with the exercise of the over-allotment option) at a price of $0.50 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one-half of one share of common stock at $5.75 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Initial Business Combination and they are non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions.

 

If the Company does not complete an Initial Business Combination, then the proceeds from the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants will expire worthless.

 

Registration Rights:

 

The Company’s initial stockholder and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Public Offering in July 2015. The Company’s initial stockholder and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Related Party Loans:

 

As of June 5, 2015, the Sponsor agreed to loan the Company an aggregate of $225,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. In June and July 2015, the Company borrowed an aggregate of approximately $225,000 under the Note. These loans were non-interest bearing and were paid in full upon the closing of the Public Offering on August 4, 2015.

 

On January 12, 2017, the Company issued a promissory note to the Sponsor. The note permits the Company to borrow money from time to time from the Sponsor in an aggregate principal amount of up to $1,200,000 with an interest rate of 7.5% per annum. During January 2017, the Company borrowed $1,200,000 under the note. The Company intends to use the proceeds from such borrowings for ongoing operational expenses and certain other expenses in connection with the Company’s Initial Business Combination. Under this note, the Company has the option to convert any unpaid balance into shares of the Company’s common stock based on a share price of $10.00 per share. The note is repayable in full upon consummation of the Company’s Initial Business Combination.

 

Administrative Services Agreement:

 

The Company has agreed to pay $10,000 a month for office space, utilities and administrative support to the Sponsor. Services commenced on July 29, 2015, the date the securities were first listed on the NASDAQ Capital Market, and will terminate upon the earlier of the consummation by the Company of the Initial Business Combination or the liquidation of the Company.

 

 

NOTE 6 - TRUST ACCOUNT AND FAIR VALUE MEASUREMENT

 

The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

 

Upon the closing of the Public Offering and the private placement, a total of $155,250,000 was deposited into the Trust Account. All proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.

 

At March 31, 2017 and December 31, 2016, the proceeds of the Trust Account were invested primarily in U.S. government treasury bills. The U.S. government treasury bills held at December 31, 2016 matured in March 2017 and the U. S. government treasury bills held at March 31, 2017 mature in April 2017. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet at March 31, 2017 and December 31, 2016 and adjusted for the amortization or accretion of premiums or discounts. Approximately $72,000 and $1,000, respectively, of the balance in the Trust Account was held in cash at March 31, 2017 and December 31, 2016. During the three months ended March 31, 2017 and 2016, no amounts were released from the Trust Account to the Company to pay taxes. Subsequent to March 31, 2017, in April 2017, approximately $67,000 was released from the Trust Account to pay taxes.

 

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value under FASB ASC 320. Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:

 

		Carrying Value at				Gross Unrealized				Quoted Prices in Active
Description		March 31, 2017				Holding Gain				Markets (Level 1)
Assets:
U.S. Government
Treasury Bills		$	155,650,000			$	2,000			$	155,652,000
Cash			72,000				-				72,000
Total		$	155,722,000			$	2,000			$	155,724,000

 

		Carrying Value at				Gross Unrealized				Quoted Prices in Active
Description		December 31, 2016				Holding Loss				Markets (Level 1)
Assets:
U.S. Government
Treasury Bills		$	155,542,000			$	(15,000	)		$	155,527,000
Cash			1,000				-				1,000
Total		$	155,543,000			$	(15,000	)		$	155,528,000

 

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

Common Stock:

 

The Company is authorized to issue 35,000,000 shares of common stock. The Company will likely (depending on the terms of the Initial Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at the same time as its stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock they own. At March 31, 2017, there were 19,406,250 shares of common stock issued and outstanding, including 14,408,544 shares which are subject to redemption at that date.

 

Preferred Stock:

 

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2017, there were no shares of preferred stock issued and outstanding.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this report. References to the “Company,” “us” or “we” refer to Global Partner Acquisition Corp.

 

Special Note Regarding Forward-Looking Statements

 

All statements other than statements of historical fact included in this section and other parts of this Form 10-Q regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

 

Overview

 

We are a blank check company incorporated on May 19, 2015 as a Delaware corporation 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 (“Business Combination”). We intend to effectuate the Business Combination using cash from the proceeds of a public offering (the “Public Offering”) that closed on August 4, 2015 and a sale of warrants in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”), our capital stock, debt or a combination of cash, stock and debt.

 

The issuance of additional shares of our stock in a Business Combination:

 

	-	may significantly dilute the equity interest of our stockholders;
	-	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock;
	-	could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carryforwards, if any, and could result in the resignation or removal of our present officers and directors;
	-	may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and
	-	may result in a decrease in the prevailing market prices for our common stock and/or warrants.

 

Similarly, if we issue debt securities, it could result in:

 

	-	a decrease in the prevailing market prices for our common stock and/or warrants.
	-	default and foreclosure on our assets if our operating revenues after a Business combination are insufficient to repay our debt obligations;
	-	acceleration of our obligations to repay the indebtedness even if we make all principal and  interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
	-	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
	-	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
	-	our inability to pay dividends on our common stock;
	-	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
	-	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
	-	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
	-	limitations on our ability to borrow additional amounts for expenses, capital expenditures,  acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

 

 

On January 11, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Sequel Acquisition, LLC (the “MergerSub”), a wholly-owned subsidiary of the Company, Sequel Youth and Family Services, LLC (“Sequel”) and other parties named thereto. Pursuant to the Merger Agreement, the Company will acquire the Sequel business through an equity purchase and a merger of MergerSub with and into Sequel, with Sequel being the survivor in the merger (the “Business Combination”).

 

Sequel is a national provider of diversified behavioral healthcare services for individuals with behavioral, emotional, or physical challenges. Sequel provides service offerings across three primary program types, i) residential treatment centers, ii) intensive treatment programs, and iii) community-based services. Sequel is headquartered in Huntsville, Alabama.

 

The Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, GPAC will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Sequel comprising the ongoing operations of the combined company, Sequel’s senior management comprising the senior management of the combined company, and the fact that a majority of the directors of the company post-Business Combination will be the owners or managers of Sequel or individuals identified by Sequel for election to the board. For accounting purposes, Sequel will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Sequel (i.e., a capital transaction involving the issuance of stock by GPAC for the equity interests of Sequel). Accordingly, the consolidated assets, liabilities and results of operations of Sequel will become the historical financial statements of the combined company, and GPAC’s assets, liabilities and results of operations will be consolidated with Sequel beginning on the acquisition date.

 

The Sequel common equity holders will receive in consideration for their common units in Sequel newly issued class B limited liability company common units in Sequel, which will be exchangeable initially for 4,500,000 shares of common stock of GPAC. Immediately following the Business Combination, under the Merger Agreement, the Sequel common equity holders will also receive a distribution of (i) $105.0 million in cash, (ii) 6,532,000 warrants to purchase approximately 3,266,000 shares of common stock of GPAC and (iii) rights under a Tax Receivable Agreement. All issued and outstanding options of Sequel will vest and become exercisable for common units of Sequel entitled to the consideration above. The preferred equity holder in Sequel will receive a distribution of $30.0 million in cash and approximately $62.2 million in newly-issued preferred units in Sequel in exchange for its existing preferred interests in Sequel. The Preferred Equity Consideration will have certain preferred rights, including the right to receive monthly cash distributions in an amount initially equal to 9.9% per year, subject to adjustment based on same program revenue for Sequel and to approve certain actions by the Company and Sequel. Pursuant to the Tax Receivable Agreement, GPAC will share with certain of the Sequel equity holders certain tax savings resulting from the amortization of the anticipated step-up in tax basis in Sequel’s assets as a result of the Initial Business Combination and certain other transactions.

 

Pursuant to the Company’s existing amended and restated certificate of incorporation (the “existing charter”), in connection with the Business Combination, holders of the Company’s public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the existing charter (the “Redemption Offer”). The per share redemption price would have been approximately $10.00 at March 31, 2017.

 

The Merger Agreement also (i) contains customary provisions outlining the representations and warranties made by the parties for the benefit of the other party, (ii) is subject to customary conditions to be satisfied by each party prior to consummation of the Business Combination and (iii) may be terminated under certain customary and limited circumstances prior to closing, all as discussed further in the Preliminary Proxy Statement filed with the Securities and Exchange Commission on January 25, 2017 and in the Form 8-K filed with the Securities and Exchange Commission on January 18, 2017. The Merger Agreement may be terminated and the Business Combination abandoned, among other things, at any time prior to the closing by the Company or Sequel if the closing of the Business Combination has not occurred by May 15, 2017 (this date will automatically be extended to June 15, 2017 if the proxy statement has been mailed to the Company’s stockholders by May 15, 2017 but the stockholder meeting has not yet occurred).

 

While the Company intends to seek an extension of the termination date of the Merger Agreement, there can be no assurances that the Merger Agreement termination date will be extended or, if extended, that we will complete the Business Combination. See “Risk Factors” in our Annual Report on Form 10-K filed on March 14, 2017 as well as in this report.

 

The Business Combination also calls for various additional agreements including amendments to the Company’s amended and restated certificate of incorporation, the establishment of a new equity incentive plan, an amended operating agreement for Sequel, registration rights agreements, a certificate of designations for a new series of preferred stock of the Company, new warrants of the Company, a support agreement, an agreement with the sponsor, a Board agreement, new offer letters for senior management and certain restrictive covenant agreements as outlined in the Preliminary Proxy Statement filed with the Securities and Exchange Commission on January 25, 2017 and in the Form 8-K filed with the Securities and Exchange Commission on January 18, 2017.

 

As indicated in the accompanying financial statements, at March 31, 2017, we had approximately $230,000 in cash. We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our Business Combination will be successful. The Company’s sponsor is Global Partner Sponsor I LLC, a Delaware limited liability corporation (the “Sponsor” or the “initial stockholder”).

 

 

Results of Operations

 

For the period from May 19, 2015 (inception) through March 31, 2017 our activities consisted of formation and preparation for the Public Offering and, subsequent to the Public Offering, locating and completing a suitable Business Combination. As such, we had no operations or significant operating expenses in 2015 until August 2015. Our operating costs for the three months ended March 31, 2017 and 2016 were approximately $314,000 and $138,000, respectively, and are largely associated with our governance and public reporting, insurance, as well as state franchise taxes of approximately $29,000 and $25,000, respectively, and charges of $10,000 per month from our Sponsor for administrative services. Our operating costs for the three months ended March 31, 2017 and 2016 also include costs associated with a potential Business Combination of approximately $100,000 and $-0-, respectively. During the three months ended March 31, 2017 and 2016, interest income earned on our U.S. government treasury bills totaled approximately $179,000 and $100,000, respectively.

 

The provision for income taxes for the three months ended March 31, 2017 reflects the federal income taxes on income from the Trust net of expenses which are currently deductible.

 

Liquidity and Capital Resources

 

On August 4, 2015, we consummated the Public Offering of an aggregate of 15,525,000 units (including the full exercise of the underwriters’ over-allotment option) at a price of $10.00 per unit generating gross proceeds of approximately $155,250,000 before underwriting discounts and expenses. Simultaneously with the consummation of the Public Offering, we consummated the private placement of 12,815,000 Private Placement Warrants, each exercisable to purchase one-half of one share of our common stock at $5.75 per half share ($11.50 per whole share), to the Sponsor, at a price of $0.50 per Private Placement Warrant, generating gross proceeds, before expenses, of approximately $6,408,000. We received net proceeds from the Public Offering and the sale of the Private Placement Warrants of approximately $156,550,000, net of the non-deferred portion of the underwriting commissions of $4,658,000 and offering costs and other expenses of approximately $450,000. $155,250,000 of the proceeds from the Public Offering and the concurrent private placement were deposited into the Trust Account and are not available to us for operations (other than amounts identified for working capital and payment of taxes).

 

Until the consummation of the Public Offering, the Company’s only sources of liquidity were the initial purchase of Founder Shares for $25,000 by the Sponsor, and a total of $225,000 loaned by the Sponsor against the issuance of an unsecured promissory note (Note 4 to condensed financial statements). These loans were non-interest bearing and were paid in full on August 4, 2015 in connection with the closing of the Public Offering.

 

On January 12, 2017, the Company issued a promissory note to the Sponsor. The note permits the Company to borrow money from time to time from the Sponsor in an aggregate principal amount of up to $1,200,000 with an interest rate of 7.5% per annum. During January 2017, the Company borrowed $1,200,000 under the note. The Company intends to use the proceeds from such borrowings for ongoing operational expenses and certain other expenses in connection with the Company’s Initial Business Combination. Under this note, the Company has the option to convert any unpaid balance into shares of the Company’s common stock based on a share price of $10.00 per share. The note is repayable in full upon consummation of the Company’s Initial Business Combination. 

 

During the three months ended March 31, 2017, we used approximately $1,207,000 of cash in operations. At March 31, 2017, we had approximately $230,000 of cash available outside of the Trust Account to fund our search for a Business Combination. We believe that we will have sufficient resources to fund our operations and our search for a Business Combination through the period that ends with our liquidation. 

 

 

Off-balance sheet financing arrangements

 

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

 

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

 

Contractual obligations

 

At March 31, 2017, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with the Public Offering, in July 2015 we entered into an Administrative Services Agreement with our Sponsor, pursuant to which the Company pays a total of $10,000 per month for office space, utilities and administrative support. Upon the earlier of the completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

 

Critical Accounting Policies

 

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:

 

Emerging Growth Company

 

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 

Net Loss Per Common Share

 

Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At March 31, 2017 and 2016, the Company had outstanding warrants to purchase 14,170,000 shares of common stock. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented.

 

Financial Instruments

 

The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets.

 

 

Offering Costs

 

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—"Expenses of Offering". Offering costs of approximately $9,765,000, consisting of underwriting discounts of $9,315,000 (including approximately $4,658,000 of which payment is deferred) and approximately $450,000 of professional, printing, filing, regulatory and other costs were charged to additional paid in capital upon the closing of the Public Offering on August 4, 2015.

 

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At March 31, 2017 and December 31, 2016, the Company has a deferred tax asset of approximately $275,000 and $225,000, respectively, related to net operating loss carryforwards (which begin to expire in 2035) and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.

 

Redeemable Common Stock

 

All of the 15,525,000 shares of common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such common stock under the Company's liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001.

 

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital.

 

Accordingly, at March 31, 2017 and December 31, 2016, 14,408,544 and 14,428,805, respectively, of the 15,525,000 Public Shares were classified outside of permanent equity at their redemption value of $10.00 per share.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We were incorporated in Delaware on May 19, 2015 for the purpose of effecting a Business Combination. As of March 31, 2017, we had not commenced any operations or generated any revenues. All activity through March 31, 2017 relates to our formation and our Public Offering and subsequent to that, locating and completing a suitable Business Combination. Subsequent to the Public Offering, $155,250,000 of the net proceeds of the Public Offering and the private placement that closed on August 4, 2015 were deposited into a Trust Account that invests solely in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U. S. government obligations. At March 31, 2017, the Trust Account is invested primarily in U.S. government treasury bills. Therefore, we do not believe there is currently a material interest rate risk.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2017. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

 

Changes in Internal Control over Financial Reporting

 

During the three months ended March 31, 2017, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

As of the date of this Report, except as set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the period ended December 31, 2016 except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

There can be no assurances that the Merger Agreement termination date will be extended or, if extended, that we will complete the Business Combination.

 

The Merger Agreement may be terminated and the Business Combination abandoned, among other things, at any time prior to the closing by us or Sequel if the closing of the Business Combination has not occurred by May 15, 2017 (this date will automatically be extended to June 15, 2017 if the proxy statement has been mailed to our stockholders by May 15, 2017 but the stockholder meeting has not yet occurred).  While we intend to seek an extension of the termination date of the Merger Agreement, there can be no assurances that the Merger Agreement termination date will be extended or, if extended, that we will complete the Business Combination.  If we are unable to extend the termination date of the Merger Agreement, we will only have until August 4, 2017 to consummate an alternate business combination.

 

If we have not completed our initial business combination by August 4, 2017, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and 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.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

Exhibit Number		Description
2.1*+		Agreement and Plan of Merger, dated as of January 11, 2017, by and among Global Partner Acquisition Corp., Sequel Youth and Family Services, LLC., Sequel Acquisition, LLC and other parties named therein.
10.1*		Founder Share Letter Agreement, dated as of January 11, 2017, entered by Global Partner Sponsor I LLC.
10.2*		Board Agreement, dated as of January 11, 2017, by and between Global Partner Acquisition Corp. and John F. Ripley.
10.3*		Ripley Non-Compete Agreement, dated as of January 11, 2017, by and among Global Partner Acquisition Corp., Sequel  Youth and Family Services, LLC and John F. Ripley.
10.4*		Support Agreement, dated as of January 11, 2017, by and between Global Partner Acquisition Corp. and Global Partner Sponsor I LLC.
10.5*		Employee Offer Letter, dated as of January 11, 2017, executed by John Stupak.
10.6*		Confidentiality, Non-Solicitation and Proprietary Rights Agreement, dated as of January 11, 2017, by and between Sequel Youth and Family Services, LLC and John Stupak.
10.7*		Employee Offer Letter, dated as of January 11, 2017, executed by Sybil Potts.
10.8*		Confidentiality, Non-Solicitation and Proprietary Rights Agreement, dated as of January 11, 2017, by and between Sequel Youth and Family Services, LLC and Sybil Potts.
10.9*		Employee Offer Letter, dated as of January 11, 2017, executed by Mandy Moses.
10.10*		Confidentiality, Non-Solicitation and Proprietary Rights Agreement, dated as of January 11, 2017, by and between Sequel Youth and Family Services, LLC and Mandy Moses.
10.11*		Promissory Note, dated as of January 12, 2017, issued by Global Partner Acquisition Corp. to Global Partner Sponsor I LLC.
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

+	Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). GPAC agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
*	Incorporated herein by reference to the Current Report on Form 8-K filed by the Company on January 18, 2017.
**	Furnished herewith

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	GLOBAL PARTNER ACQUISITION CORP.
Dated: May 9, 2017	/s/ Paul Zepf
	Name: Paul Zepf Title: Chief Executive Officer (Principal Executive Officer)

 

Dated: May 9, 2017	/s/ Andrew Cook
	Name: Andrew Cook Title: Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

 

 

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