Business Context and Reporting Period
This Form 8-K is filed by Global Partner Acquisition Corp. ("GPAC"), a Special Purpose Acquisition Company (SPAC), on June 13, 2017. The filing addresses the termination of discussions regarding a business combination with Sequel Youth and Family Services, LLC ("Sequel").
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or margin data. As a SPAC in the pre-business combination phase, GPAC's primary financial asset is the cash held in its trust account. The filing notes that in the event of liquidation, public shares will be redeemed at a per-share price equal to the aggregate amount on deposit in the trust account, including interest net of taxes, less up to $50,000 of interest to pay dissolution expenses.
Material Changes
- Termination of Talks: Negotiations with Sequel Youth and Family Services, LLC have ended.
- Missed Deadline: GPAC will not complete an initial business combination prior to the August 4, 2017 deadline.
- New Negotiations: GPAC is engaged in preliminary negotiations with other potential targets.
Outlook, Risks, and Contingencies
Extension Request: GPAC may seek stockholder approval to extend the August 4, 2017 deadline for completing a business combination.
Liquidation Contingency: If an extension is not sought or approved by August 4, 2017, GPAC will:
- Cease all operations except for winding up.
- Redeem public shares within ten business days at the trust account value per share.
- Dissolve and liquidate, subject to creditor claims and Delaware law.
Risk: The primary risk is the failure to secure a new target or an extension, triggering mandatory liquidation and the extinguishment of public stockholders' rights.
Investor Verification Checklist
- Verify the current balance and interest accrual in GPAC's trust account to determine the potential redemption price.
- Monitor upcoming announcements regarding stockholder votes on extending the August 4, 2017 deadline.
- Confirm the status of preliminary negotiations with alternative targets.
- Review the specific terms of the trust account regarding the $50,000 deduction for dissolution expenses.