GLOBAL PARTNER ACQUISITION CORP. (NASDAQ:GPAC) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.
On August 3, 2017, in connection with the Meeting (as defined below), Global Partner Acquisition Corp. (the “Company”) entered into the Amendment to Trust Agreement (as defined below) with Continental Stock Transfer & Trust Company (“Continental”), to which the date on which to commence liquidation of the trust account (the “Trust Account”) established in connection with the Company’s initial public offering was extended from August 4, 2017 to November 6, 2017 (or February 5, 2018 if the Company has executed a definitive agreement for an initial business combination by November 6, 2017). A copy of the Amendment to Trust Agreement is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 3, 2017, in connection with the Meeting, the Company filed with the Secretary of State of Delaware an Amendment No.1 to the Amended and Restated Certificate of Incorporation, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 9.01 Submission of Matters to a Vote of Security Holders.
On August 3, 2017, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the following items: (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation extending the date by which the Company must consummate its initial business combination and the date for cessation of operations of the Company if the Company has not completed an initial business combination from August 4, 2017 to November 6, 2017 (or February 5, 2018 if the Company has executed a definitive agreement for an initial business combination by November 6, 2017) or such earlier date as determined by the Board of Directors of the Company (the “Extension Amendment Proposal”), (ii) an amendment (the “Amendment to Trust Agreement”) to the Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental extending the date on which to commence liquidation of the Trust Account in accordance with the Trust Agreement, as amended by the Amendment to Trust Agreement, from August 4, 2017 to November 6, 2017 (or February 5, 2018 if the Company has executed a definitive agreement for an initial business combination by November 6, 2017) (the “Trust Amendment Proposal”) and (iii) the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Extension Amendment Proposal and the Trust Amendment Proposal (the “Adjournment Proposal”).
Set forth below are the final voting results for each of the proposals:
(i) Approval of the Extension Amendment Proposal.
| For | Against | Abstain | Broker Non-Votes |
| 18,766,619 | 66,742 |
(ii) Approval of the Trust Amendment Proposal.
| For | Against | Abstain | Broker Non-Votes |
| 18,766,619 | 66,742 |
(iii) Approval of the Adjournment Proposal.
| For | Against | Abstain | Broker Non-Votes |
| 18,766,619 | 64,742 | 2,000 |
Shareholders holding 3,416,480 public shares exercised their right to redeem such public shares into a pro rata portion of the Trust Account. As a result, an aggregate of approximately $34.3 million was removed from the Trust Account to pay such holders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Global Partner Acquisition Corp. ExhibitEX-3.1 2 f8k080317ex3i_globalpartner.htm AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL PARTNER ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned,…To view the full exhibit click here
