Filing identity and business context
Important identity mismatch: The supplied filing is for Global Partner Acquisition Corp., not Purple Innovation, Inc. It is a blank-check company formed on May 19, 2015 to pursue a business combination. The 10-Q covers the quarter ended September 30, 2015; the company had not begun operating activities. Its reported inception-to-date period runs from May 19 through September 30, 2015.
Financial results and liquidity
| Metric | Reported amount |
|---|---|
| Revenue | $0 |
| General and administrative expenses | $149,000 |
| Net loss | $149,000; basic and diluted loss per share was $0.02 for the quarter and $0.03 from inception |
| Cash from operating activities | $(197,000) from inception |
| Cash outside the Trust Account | $1.129 million at September 30, 2015 |
| Trust Account | $155.250 million; held in cash at quarter-end and invested in an eligible Treasury money market fund in October |
| Total assets | $156.522 million |
| Total liabilities | $4.753 million, including $4.658 million of deferred underwriting compensation |
| Debt | No long-term debt; $225,000 of sponsor loans had been repaid |
Operating margins are not meaningful because the company had no revenue. Management said it expected resources outside the Trust Account to fund operations for at least the next 12 months. No interest income was recorded through September 30.
Changes and transaction funding
This was the company’s first reporting period after formation and its August 4, 2015 public offering, so the filing provides no prior comparable operating period. The offering sold 15.525 million units at $10 each, raising $155.250 million gross; a concurrent sponsor placement of warrants raised approximately $6.408 million gross. Approximately $155.250 million was deposited in the Trust Account. At quarter-end, 14,676,855 public shares, valued at approximately $146.769 million, were classified outside permanent equity because holders could redeem them.
Outlook, risks, and unusual items
- The company had 24 months from the offering closing to complete a business combination; otherwise, it must wind up and redeem public shares, subject to the charter’s terms. Management cautioned that successful completion was not assured.
- Trust funds were restricted to specified U.S. government securities or eligible money market funds and generally could not be released before a business combination or liquidation. The company stated it saw no material interest-rate risk.
- A transaction could involve additional equity or debt, potentially diluting shareholders or adding repayment, covenant, and financial-flexibility risks. Public-share redemptions could also affect transaction feasibility; the company may not redeem shares if that would leave net tangible assets below $5,000,001.
- The company paid its sponsor $10,000 per month for administrative services. The deferred underwriting fee of approximately $4.658 million is payable only if a business combination closes.
- Management reported effective disclosure controls, no material change in internal control, no legal proceedings, and no material change to prospectus risk factors.
Investor facts to verify
- Confirm the issuer: this filing is Global Partner Acquisition Corp., not Purple Innovation, Inc.
- Check the status and terms of any business combination, redemption elections, and the 24-month completion deadline.
- Verify Trust Account balances, permitted investments, and the amount of cash available outside the Trust for operating and transaction costs.
- Review the public and private warrant terms, potential dilution, and the deferred underwriting fee due upon a completed transaction.