Item 1A. Risk Factors 26
Item 1B. Unresolved Staff Comments 57
Item 2. Properties 57
Item 3. Legal Proceedings 57
Item 4. Mine Safety Disclosures 57
Item 6. Selected Financial Data 58
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61
Item 8. Financial Statements and Supplementary Data 61
Item 9A. Controls and Procedure 62
Item 9B. Other Information 62
PART III 63
Item 10. Directors, Executive Officers and Corporate Governance 63
Item 11. Executive Compensation 73
Item 14. Principal Accounting Fees and Services 78
Item 15. Exhibits and Financial Statement Schedules 79
i
Unless
otherwise stated in this annual report on Form 10-K, references to:
➤ “combined team” are to our management and sponsor team, collectively;
➤ “directors” are to our current directors;
➤ “Founder” are to Paul J. Zepf;
➤ “GPAC” is to Global Partner Acquisition Corp.;
➤ “public shares” are to our Class A ordinary shares sold as part of our units;
ii
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this annual report on Form 10-K may constitute “forward-looking statements” for purposes
of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our
management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements in this report may include, for example, statements about:
➤ our ability to select an appropriate target business or businesses;
➤ our ability to complete our initial business combination;
➤ our pool of prospective target businesses;
➤ our public securities’ potential liquidity and trading;
➤ the trust account not being subject to claims of third parties; or
➤ our financial performance.
The
forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by
these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under
the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
iii
PART
I
Item
1. Business
BUSINESS
Overview
We are a newly organized blank check company incorporated in
November 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this report
as our initial business combination.
We intend to focus our efforts on seeking and completing an
initial business combination with a company that has an enterprise value of between $1.0 billion and $3.0 billion, although a
target entity with a smaller or larger enterprise value may be considered. While we may pursue an acquisition opportunity in any
business industry or sector, we intend to capitalize on the ability of our combined team to identify, acquire and add value to
a business following the initial business combination. The industry sectors that we intend to target, many of which are undergoing
technology-driven transformation, include consumer, food, branded products, e-commerce and retail disruptors and consumerization
of healthcare, as well as certain service sectors and the technology underlying and driving changes across these sectors and related
industries. We believe that the characteristics and capabilities of our combined team will make us an attractive partner to potential
target businesses, enhance our ability to complete a successful business combination and bring value to the business post-business
combination. We believe these capabilities were demonstrated in our combined team’s successful sourcing and completion of
GPAC’s merger with Purple, as well as our significant work with Purple since the closing of the merger.
The company brings together three elements that we believe
will create a competitive advantage which differentiates us from other acquisition vehicles in the market, and will significantly
improve our chances of completing a successful business combination.
1. Proven executive team, led by our Chairman and CEO Paul J. Zepf;
3. A better aligned, more efficient structure.
We believe the combined team possesses an ideal mix of core
characteristics for a special purpose acquisition corporation. This combined team includes what we view to be successful dealmakers
or operators, with experience across multiple deal types, including complicated special situations and as senior operators across
a variety of businesses and industries. This combined team has demonstrable experience and valuable contracts across a wide range
of industries and business lines, which we believe will allow us to source deals that other investors could not. The combined
team also has what we believe is a longstanding track record of value creation, both as investors and for investors, across the
gamut of private equity or direct public and private company investing. Our network and current affiliations across the team will
allow us to lean heavily on an existing infrastructure of resources that will assist in due diligence, underwriting and ultimately
structuring an acquisition. We may also leverage our Advisory Group as needed.
With respect to the foregoing examples, past performance by
our management team or sponsor team is not a guarantee either (i) of success with respect to any business combination we may consummate
or (ii) that we will be able to locate a suitable candidate for our initial business combination. Furthermore, in considering
any past performance information contained herein, you should bear in mind that actual returns depend on, among other factors,
future operating results, the value of the investments and market conditions at the time of disposition, any related transaction
costs and the timing and manner of sale, all of which may differ from the assumptions on which the overall performance of any
prior investments are based.
1
Our Management Team
Paul J. Zepf, Chief Executive Officer and Chairman
Mr. Zepf serves as our Chief Executive Officer and as Chairman
of our board of directors. From February 2018 through July 2020, Mr. Zepf was a senior investment professional at TowerBrook Capital
Partners (“TowerBrook”), first as a Venture Partner and then as a Managing Director. Currently, he is a Management
Advisory Board member at TowerBrook. TowerBrook is a private equity management firm with over $13 billion in assets under management,
investing in both control and non-control deals across multiple industry sectors. From the closing of GPAC’s merger with
Purple in February 2018 until August 2020, Mr. Zepf was a non-voting observer to Purple’s board of directors and each of
its board committees. From August 2020, he has been a member and, since December 1, 2020, has been the non-executive Chairperson,
of Purple’s board of directors. Prior thereto, from June 2015 to February 2018, he was Chief Executive Officer and a director
of GPAC. From February 2014 to June 2015, Mr. Zepf was a Managing Director and Head of Strategic Initiatives at Golub Capital,
a direct lender and credit asset manager, with more than $30 billion in capital under management. Prior to joining Golub Capital,
from March 2005 to February 2014, Mr. Zepf was a managing principal of Corporate Partners, a Lazard-sponsored private equity fund.
Following the February 2009 spin-off of Corporate Partners from Lazard, Mr. Zepf also served as managing principal of Corporate
Partners Management LLC until February 2014. Prior to that, from 2001 to 2009, he was also co-head of Lazard North American Private
Equity, and, from 2001 to 2005, a managing director of Lazard LLC. Mr. Zepf was a managing principal of Lazard Alternative Investments
from 2005 to 2009 and of Lazard Capital Partners from 2001 to 2009. Previously, from 1998 to 2001, Mr. Zepf was a managing director
of Corporate Partners I and of Centre Partners, a middle market private equity firm. He started his career in the Merchant Banking
Department at Morgan Stanley & Co. in 1987. Mr. Zepf has a B.A. in Economics from the University of Note Dame, where he graduated
summa cum laude and Phi Beta Kappa.
David Apseloff, Chief Financial Officer
Mr. Apseloff serves as our Chief Financial Officer (“CFO”).
Mr. Apseloff is an experienced CFO who has extensive expertise in working with middle market companies. Mr. Apseloff currently
serves on the board of directors of CitySwitch Tower Holdings, LLC and Aqua Terra Water Management, L.P. and serves part-time
as the CFO of Agile Cold Chain Solutions LLC. Mr. Apseloff previously served on the board of Flagship Communities, LLC from July
2018 until they completed their IPO in October 2020. Mr. Apseloff was formerly CFO of Aqua Terra from March 2017 to February 2018.
From 2015 to 2016, he was the CFO and Executive Vice President of Agro Merchants Group, a global provider of cold chain logistic
services, after they acquired Nordic Cold Storage Holdings LLC, where he served as CFO from 2011 to 2015. Previously in his career,
Mr. Apseloff held CFO positions with a variety of private equity backed companies, including oil and gas services, distribution
of RV accessories, healthcare services, industrial and manufacturing businesses. These companies were backed by sponsors such
as Greenbriar Equity Group, Centre Partners Management LLC, Bregal Partners, Oaktree Capital and American Infrastructure Funds.
Mr. Apseloff started his career at Arthur Andersen & Co. and was a senior staff accountant in the Small Business Audit Division.
Mr. Apseloff is a Certified Public Accountant and holds a Bachelor’s of Science in Accounting from the University of Florida.
Our Board of Directors
We are likely to be actively involved in the strategy and operations
of our target companies (although there can be no assurances that we will be) and have assembled a number of seasoned corporate
executives and professional advisors to serve as independent directors on our board, alongside Mr. Zepf. These executives have
been chosen as directors for their extensive sector and executive experience in managing successful companies. In addition to
providing us with strategic insights, which include in-depth knowledge of industry dynamics, competition and operational capabilities,
our independent directors will provide access to their broad networks of operating executives and other resources.
2
Pano Anthos
Mr. Anthos, who will be Vice Chairman of our board of directors,
is the founder and managing director of XRC Labs and Funds, one of the leading innovation accelerators focused on the consumer
goods and retail markets. He is regularly engaged as a speaker at leading industry and financial conferences including NRF, Shoptalk
and NACDS on the industry side and UBS, RBC, Cowen, Oppenheimer and Jefferies on the financial side. Mr. Anthos has over 30 years
of technology CEO and founder experience spanning supply chain, gaming and technology infrastructure, having built new businesses
in B2B and B2C markets across Web, social, mobile and gaming platforms. In addition to his responsibilities at XRC Labs, Mr. Anthos
has been a board member of Purple since its merger with GPAC in February 2018. Prior thereto, from June 2015 to February 2018,
he served as a director of GPAC. He was also a partner of Eaglepoint, running their digital transformation practice. Prior to
GPAC, Mr. Anthos co-founded GatherEducation in November 2012, which is a virtual reality classroom platform that recreates the
physical classroom online to enable teachers to teach students on low bandwidth, 3G networks. From September 2010 to October 2011,
Mr. Anthos founded and ran Guided Launch, an advisory firm that incubated startups in the media and advertising spaces. From 1984
to 2010, Mr. Anthos co-founded several successful businesses including Hangout Industries, a virtual reality gaming platform;
Pantero, a semantic web integration platform; and Clearcross, a global logistics platform. Mr. Anthos also served on the board
of directors of FCA International. Mr. Anthos holds an MIA from Columbia University, where he was an International Fellow, and
holds a BA from the University of Delaware.
Andrew Cook
Mr. Cook is currently a director and chair of OmegaCat Reinsurance
Ltd, a director of Aspida Re (Bermuda) Limited and a director of Atlas Arteria International Limited (ASX: ALX). He was
formerly the Chief Financial Officer of GPAC from June 2015 to February 2018. From September 2013 to July 2020, he was a director
and Audit Committee Chair of Blue Capital Reinsurance Holdings Limited (NYSE: BCRH), a Bermuda-based ILS reinsurance company.
In September 2019, Mr. Cook was named Chief Executive Officer of Grey Castle, a Bermuda-based entity that participated in the
life reinsurance run-off space until its sale in May 2020. Mr. Cook previously served as a director and Investment Committee Chair
of Grey Castle. From October 2010 to June 2013 he served as President of Alterra Bermuda Ltd., in addition to his position as
Executive Vice President–Business Development, which he held from May 2010. Previously, Mr. Cook served as Chief Financial
Officer of Harbor Point Ltd. from September 2006 until its merger with Max Capital Corp. in May 2010, the combination forming
Alterra Capital Holdings. He also served as Deputy Chairman, President and Chief Financial Officer of Harbor Point Re Limited.
From 2001 to 2006, Mr. Cook was the founding Chief Financial Officer of Axis Capital Holdings Ltd. From January 2001 until November
2001, he served as Senior Vice President and Chief Financial Officer of Mutual Risk Management. From 1993 to 1999, he served as
Senior Vice President and Chief Financial Officer of LaSalle Re Holdings, Ltd. Mr. Cook qualified as a Canadian Chartered Professional
Accountant in 1986, having started his career in Toronto with Ernst & Young. He received a B.A. in finance and accounting
from the University of Western Ontario in 1983.
Gary DiCamillo
Mr. DiCamillo served as vice chairman of GPAC’s board
of directors from its inception until February 2018, and since GPAC’s merger with Purple in February 2018 has been a member
of the board of directors of Purple, its lead independent director and chairman of the audit committee. From June 2017 to January
2020, he served as President and Chief Executive Officer of Universal Trailer Corporation, a manufacturer of leading horse, livestock
and utility trailer brands. Since January 2010, Mr. DiCamillo has been the managing partner of Eaglepoint, a privately held advisor
to boards and chief executive officers in matters of strategy, organization and the management of business transition issues.
Prior to that, Mr. DiCamillo was the president and chief executive officer of Advantage Resourcing, a group of privately held
technical, professional and commercial staffing companies based in Dedham, Massachusetts, from 2002 until August 2009. Previously,
he was chairman and chief executive officer at the Polaroid Corporation from 1995 to 2002. He also has served as president of
Worldwide Power Tools and Accessories at Black & Decker Corporation from 1986 to 1995 and before that as vice president/general
manager for Culligan U.S.A., a division of Beatrice Corporation. He previously served as a director of Pella Corporation (from
1993 to 2007, and 2010 to 2018), the Sheridan Group, Inc. (from 1989 to 2017), and previously served as a director, as well as
Lead Director, of 3Com Corporation (from 2000 to 2009). He began his career in brand management at Procter & Gamble Co., followed
by several years as a manager at McKinsey & Company. Mr. DiCamillo has served as a director of Whirlpool Corporation (NYSE:WHR)
since 1997 and served as chairman of its audit committee from April 2013 to April 2017. He serves on the boards of trustees at
Rensselaer Polytechnic Institute and the Museum of Science in Boston, USA and previously served as a board member of Berkshire
Manufactured Products, Inc. (where he was Chairman), Select Staffing and the Massachusetts Business Roundtable. Mr. DiCamillo
is a graduate of Harvard Business School where he earned an MBA. He also holds a Bachelor of Science degree in Chemical Engineering
from Rensselaer Polytechnic Institute.
3
Claudia Hollingsworth
Ms. Hollingsworth has been the Chief Executive Officer of i2CEO,
a boutique advisory company that advises companies in both the public and private sectors on business acceleration, transition,
strategy, leadership and organizational maturity, since November 2016. Ms. Hollingsworth was appointed to Purple’s board
of directors immediately following the closing of its business combination with GPAC and currently serves as chair of Purple’s
human resources/compensation committee and as a member of its audit committee. Ms. Hollingsworth has 30 years of experience in
consumer products, having managed manufacturers, wholesalers and multi-channel retail businesses. From July 2012 to October 2016,
she served as Chief Executive Officer of Gump’s San Francisco, a luxury home furnishing, apparel and jewelry multi-channel
retailer. Gump’s San Francisco later filed a petition under Chapter 11 of the U.S. Bankruptcy Code in August 2018. From
May 2011 to June 2012, Ms. Hollingsworth also served as Chief Executive Officer of i2CEO. From July 2007 to May 2011, Ms. Hollingsworth
served as president of H.D. Buttercup, a furniture marketplace. From March 2004 to July 2007, she served as CEO and president
of GBH, Inc., a boutique jewelry manufacturing company with factories in France and Peru. Prior to that, Ms. Hollingsworth served
as president and director of Michael Anthony Jewelers. Earlier in her career, she held various executive management positions
with M.Z. Berger and OroAmerica. Ms. Hollingsworth currently serves on the board of Destinations by Design, a premier destination
management company. She also serves on the board of Atlas Corps, an international network of social sector leaders and organizations.
She is a member of the National Association of Corporate Directors and is recognized as a Board Leadership Fellow.
William Kerr
Mr. Kerr is a Partner of Eaglepoint. He served as Chairman
of GPAC from 2015 to 2018. From January 2010 through January 2013, Mr. Kerr served as Chief Executive Officer of Arbitron, Inc.,
a media and marketing services firm. From 1991 until January 2010, Mr. Kerr served as Executive Vice President, then as President,
Chairman and Chief Executive Officer, and finally as non-executive chairman, of Meredith Corporation (NYSE: MDP), a diversified
media company. Mr. Kerr currently serves on the board of directors Questex Holdings Group and as a member of the Executive Board
of MidOcean Partners. He has previously been on the board of directors of the Interpublic Group of Companies, Inc. (NYSE:IPG),
Whirlpool Corporation (NYSE:WHR), Principal Financial Group, Inc. (NASDAQ:PFG), Penton Media and StorageTek. Earlier in his career,
he was a consultant at McKinsey and a Vice President of The New York Times Company. Mr. Kerr has a B.A. from the University of
Washington, a B.A. and an M.A. from Oxford University (where he was a Rhodes Scholar), and an M.A. and an M.B.A. from Harvard
University.
James McCann
Mr.
McCann has been the Chairman and CEO of Food Retail Ventures LLC since October 2016,
a venture capital company funded by his family office that invests in early stage companies
across the food and retail technology sectors. He currently serves as non-executive Chairman
of Green Rabbit Holdings Inc.., as a director of Fetch Rewards Inc., Flashfood Inc. and
Atlas Bar, Inc., Afresh Technologies Inc. and as a board observer at Foodmaven Corporation.
Prior to founding Food Retail Ventures LLC, from 2011 to 2016, Mr. McCann was on the
Management Board of AEX listed Royal Ahold NV, initially as the Group Chief Commercial
Officer and later as the Group COO and CEO of Ahold USA. He played a key role in the
EUR54 billion merger of Royal Ahold NV with Belgian listed Delhaize Group. Prior to Ahold,
from 2010 to 2011, Mr. McCann was on the Group Executive Committee at the Paris-listed
Carrefour Group where he was CEO of the French retail business. Prior to Carrefour, Mr.
McCann was a senior executive at London-listed Tesco PLC, from 2006 to 2009 as CEO of
Tesco Hungary, from 2004 to 2006 as CEO of Tesco Malaysia and from 2003 to 2004 as COO
of Tesco Poland. Prior to Tesco, Mr. McCann held roles of increasing seniority at Shell
PLC, Mars, Incorporated and Sainsbury’s PLC. Mr. McCann holds a BSc in Management
Sciences from Manchester University UK (UMIST) having graduated with first class honors
in 1992. Mr. McCann is a Trustee at Dana Farber Cancer Center in Boston, where he is
the Chairman of the philanthropy committee and is on the governance and executive committees.
4
Jay Ripley
Jay Ripley is a co-founder and board member of Sequel Youth
and Family Services (“Sequel”), a national operator of behavioral health services in the United States. He sold a
majority interest in Sequel to a private equity firm in 2017. Mr. Ripley also serves as Chairman of the Alaris Equity Partners
Income Trust board of trustees. Alaris is a publicly-traded investment company located in Calgary, Alberta. Additionally, Mr.
Ripley was a founding partner of and serves as an advisory board member to CYwP Funds, a group of private equity funds in the
Washington, DC area that invest in operating businesses and real estate across the U.S. Previously, Mr. Ripley co-founded and
was the principal owner of BGR, “The Burger Joint,” an upscale, fast casual gourmet burger restaurant concept which
he sold in March 2015. He also was a founding stockholder of Youth Services International and served as its President and Chief
Operating Officer as well as its CFO. Additionally, he has served as President and CEO of Precision Auto Care, a worldwide franchiser
of automotive service centers, and was an executive with Jiffy Lube, the leading franchiser of quick lube centers in America.
Mr. Ripley began his career with Ernst & Young, CPAs in Baltimore, MD. Mr. Ripley is a summa cum laude graduate of the University
of Baltimore and a licensed CPA. He is a member of both CEO (Chief Executives Organization) and YPO (Young Presidents’ Organization),
serves on the University of Baltimore President’s Advisory Council, and is a partner in Sageworth, a shared family office
that serves its members and clients around the world.
Our Advisory Group
In addition to our management team and board of directors,
we have assembled an experienced team of strategic partners and individuals (our “Advisory Group”) to assist in the
sourcing, evaluation, due diligence, deal execution, and post-closing strategic involvement with potential business combination
partners. The members of the Advisory Group also may invest in our sponsor. We believe the operational expertise of the Advisory
Group is a differentiating element of our approach, which gives us the opportunity to pursue potential business combination targets
in several industry sectors where we have expertise, and increases our likelihood of finding and completing a suitable business
combination. The Advisory Group consists of individuals with specific experience in a broad range of industry sectors, including
technology, retail, consumer goods, industrials and the food & hospitality sectors because we believe that examining acquisition
opportunities across all of these sectors increases the likelihood of finding an acquisition target that will lead to shareholder
value creation. In addition, members of the Advisory Group include professionals who have been successful chief executive officers,
senior executives and board members of public and private companies, and we believe they will enhance our value proposition to
potential business combination partners given their collective expertise, operational and strategic capabilities and track record
in their respective sectors. Members of the Advisory Group also may be managers of pools of capital, and may be helpful in providing
or obtaining financing, if such financing is necessary, in connection with our initial business combination, although there can
be no assurance that they will do so. The Advisory Group has experience in:
➤ Acquiring and integrating companies;
The members of the Advisory Group include the following individuals:
5
➤ Michael Johnston: Michael
Johnston is currently a partner at Eaglepoint Advisors and serves on the board of directors at Whirpool Corporation, Dover Corp.
and Armstrong World Industries. He previously was CEO of Visteon Corporation and held leadership roles at Johnson Controls.
Strategic Partner
XRC Labs was formed by our director, Pano Anthos, in 2015 in
order to disrupt the consumer goods and retail industries by investing in 20+ early stage startups per year. XRC’s mission
is to foster companies and products that innovate the face of consumer goods, ecommerce, retail and related sectors in a rapidly
changing marketplace. To support these innovation and startups, XRC has built an ecosystem of nine major corporate and over 200
affiliate partners, ten fund advisors, 300 industry mentors, and 3 national industry trade organizations.
XRC’s corporate partners represent a leading mix of brands,
retailers and third party providers. CVS Health, MasterCard, Intel, TJX, Accenture, Lowes, Estee Lauder and GS1 US all financially
support XRC to provide them with access to future innovation, connections through the network, new business models and thought
leadership. Regularly, these partners pilot our new programs or companies and provide access to leading brands and retailers.
XRC’s industry mentors include former CEO’s and
executives of major brands across the ecommerce, tech, payments and retail sectors. This deep bench of successful entrepreneurs
and industry specialists provides us with access to all of the resources that make disruptive companies successful, including
branding, growth development, product development, etc.
We believe that the value-added resources from XRC’s
network, including the corporate sponsors, will provide us with a unique and differentiated ability to source opportunities, will
enhance our attractiveness to potential merger targets, and will provide us with a greater ability to add value to the target
company post-merger. XRC and its partners’ technology and “convergence” experience should be applicable across
multiple industry sectors, including but not limited to technology, consumer, retail, food, healthcare and many types of services
and production businesses.
6
Business Strategy
Our strategy is to build on three key pillars: an experienced
management team led by Mr. Zepf; our value-added partners in our sponsor, XRC and our advisory group members; and a next generation,
more efficient and aligned SPAC vehicle.
Our sponsor team’s expertise in consumer, branded products,
technology, food, e-commerce and retail, and healthcare and multiple service industries, many of which are undergoing technology-driven
transformation, positions us well to source, execute and add value to companies in these sectors. Across these sectors, we intend
to leverage our experience with digital “convergence” and disruption, supply chain management and product development,
as well as our demonstrated ability to work with companies to drive profitable growth.
We believe the combined team possesses the core characteristics
of an ideal team for a special purpose acquisition corporation. This combined team is a mix of what we view to be successful dealmakers
or operators, with experience across multiple deal types, including complicated special situations and as senior operators across
a variety of businesses and industries. This combined team has built a meaningful proprietary deal-sourcing network that should
allow us to source deals that other investors could not. Through these endeavors, this combined team has what we believe is a
long standing track record of value creation, both as investors and for investors, across the gamut of public and private company
investing. Our network and current affiliations across the team will allow us to lean heavily on an existing infrastructure of
resources that will assist in due diligence, underwriting and ultimately structuring an acquisition. We also intend to leverage
our network of third party advisors as needed.
Source: Our sourcing and acquisition
selection process will leverage our sponsor group’s deep, broad and trusted network of industry, private equity sponsor,
investment banking and lending community relationships, as well as their relationships with family-led and founder-led private
companies. Our supportive value-added approach, and ability to work with strategic partners within our network, such as XRC’s
corporate sponsors, should make us an attractive merger partner to many potential merger targets. Furthermore, our team’s
success with GPAC will likely further differentiate us from the other vehicles in the market, the majority of which are raised
by sponsors who have no prior experience with SPAC transactions. We also believe this should provide us with a breadth of business
combination opportunities, typically outside of a broad investment banking auction process. Finally, we believe that our less
dilutive and more aligned SPAC structure will make us an attractive merger partner, thereby enhancing our sourcing capabilities.
Execute: We have extensive deal
execution experience and capabilities. In addition to leading the completion of GPAC’s merger with Purple, our CEO, Mr.
Zepf, has more than 30 years of experience executing negotiated private and public company investments, mergers and acquisitions,
as well as initial public offerings, including while at Morgan Stanley, Lazard, Golub Capital and TowerBrook. Mr. Zepf’s
execution experience is complemented by directors Mr. Anthos and Mr. DiCamillo, among others. Mr. Anthos has extensive experience
investing in consumer goods and retail companies via his leadership at XRC Labs and Funds, as well as his role at Eaglepoint as
the head of digital transformation. Mr. DiCamillo has been the managing partner of Eaglepoint Advisors, LLC, a privately held
advisor to boards and chief executive officers in matters of strategy, organization and the management of business transition
issues. Collectively, our leadership team will draw upon several decades of execution experience across a broad range of industries
and markets.
Operate and Grow: The experience
and capabilities of our combined team should allow us to drive growth in shareholder value following the business combination.
The prior experience of the members of our combined team includes working with companies and increasing value for all stakeholders
at the senior management level, as consultants, as board members and as constructive minority stake shareholders. Additionally,
we intend to seek ways to work with XRC’s corporate partners to drive growth in the target company post-business combination.
With respect to the foregoing examples, past performance by
our management team or sponsor team is not a guarantee either (i) of success with respect to any business combination we may consummate
or (ii) that we will be able to locate a suitable candidate for our initial business combination. Furthermore, in considering
any past performance information contained herein, you should bear in mind that actual returns depend on, among other factors,
future operating results, the value of the investments and market conditions at the time of disposition, any related transaction
costs and the timing and manner of sale, all of which may differ from the assumptions on which the overall performance of any
prior investments are based.
7
Acquisition Criteria
We will target business combination opportunities that align
with our strategic insights, focus, capabilities and network. Consistent with our business strategy, we have identified the following
general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we will use these
criteria and guidelines in evaluating acquisition opportunities, we may decide to enter into our initial business combination
with a target business that does not meet these criteria and guidelines.
We intend to seek to acquire companies exhibiting one or more
of the characteristics below:
8
These criteria are not intended to be exhaustive. We may or
may not consummate our business combination with a company that exhibits all or any of the qualities above. Any evaluation relating
to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as
well as other considerations, factors and criteria that our sponsors and management team may deem relevant. In the event that
we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we
will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial
business combination, which, as discussed in this report, would be in the form of proxy solicitation or tender offer materials,
as applicable, that we would file with the U.S. Securities and Exchange Commission (the “SEC”). Although we intend
to focus on identifying business combination candidates in sectors including the consumer, food, branded products, e-commerce
and retail disruptors and consumerization of healthcare, as well as certain service sectors and the technology underlying and
driving changes across these sectors and related industries described above, we will consider a business combination candidate
outside of these industries if we determine that such candidate offers an attractive opportunity for our company.
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with members of our management team or their affiliates. In the event we seek to complete our
initial business combination with a company that is affiliated with our management team or their affiliates, we, or a committee
of independent directors, will obtain an opinion from an independent accounting firm or an independent investment banking firm
which is a member of the Financial Industry Regulatory Authority, or FINRA, that our initial business combination is fair to our
company from a financial point of view.
Initial Business Combination
So long as our securities are then listed on Nasdaq, our initial
business combination must occur with one or more target businesses that together have an aggregate fair market value of at least
80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination.
We refer to this as the 80% of fair market value test. If our securities are no longer listed on Nasdaq, we will not be obligated
to satisfy the 80% of fair market value test. Our board of directors will make the determination as to the fair market value of
our initial business combination. The fair market value of the target or targets will be determined by our board of directors,
based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings,
cash flow and/or book value.) Even though our board of directors will rely on generally accepted standards, our board of directors
will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial
degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the
fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection
with any proposed initial business combination will provide public shareholders with our analysis of our satisfaction of the 80%
of fair market value test, as well as the basis for our determinations. If our board is not able to determine the fair market
value of the target business independently, we will obtain an opinion from an independent investment banking firm or an independent
valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will
be unable to make an independent determination of the fair market value of a target business, it may be unable to do so if: (1) our
board is less familiar or inexperienced with the target company’s business, (2) there is a significant amount of uncertainty
as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations
or growth, or (3) if the anticipated transaction involves a complex financial analysis or other specialized skills, and our board
determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would
merely state that the fair market value of the target business meets the 80% of fair market value test, unless such opinion includes
material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that
copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement
that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.
We anticipate structuring our initial business combination
so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity
interests or assets of the target business. We may, however, structure our initial business combination such that the post-business
combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain
objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination
if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-business combination
company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination
may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target
and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares
in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire
a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our
initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is
what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target
business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. In addition,
we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of
our sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing
80% of fair market value test.
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To the extent we effect our initial business combination with
a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by
numerous risks inherent in such company or business. Although our management team will endeavor to evaluate the risks inherent
in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
The time required to select and evaluate a target business
and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective
target business with which our initial business combination is not ultimately completed will result in our incurring losses and
will reduce the funds we can use to complete another business combination
Acquisition Process
In evaluating a potential target business, we expect to conduct
a due diligence review to seek to determine a company’s quality and its intrinsic value. That due diligence review may include,
among other things, financial statement analysis, detailed document reviews, multiple meetings with management (which may be virtual
or in person), consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional
information that we will seek to obtain as part of our analysis of a target company.
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business
combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors,
will obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business
combination is fair to our company from a financial point of view.
Members of our management team, including our officers and
directors, directly or indirectly own our securities and, accordingly, may have a conflict of interest in determining whether
a particular target company is an appropriate business with which to effectuate our initial business combination. Each of our
officers and directors, as well as management team, may have a conflict of interest with respect to evaluating a particular business
combination if the retention or resignation of any such officers, directors and management team members was included by a target
business as a condition to any agreement with respect to such business combination.
Each of our directors and officers presently has, and any of
them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer
or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors
becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary
or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to
such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will
materially affect our ability to complete our initial business combination.
Our amended and restated memorandum and articles of association
provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity
is expressly offered to such person solely in his or her capacity as a director or officer of our company, and such opportunity
is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the
extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.
Our Founder, sponsor, officers and directors may sponsor, form
or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.
Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there
is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially
affect our ability to complete our initial business combination. In addition, our Founder, sponsor, officers and directors are
not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
management time among various business activities, including identifying potential business combinations and monitoring the related
due diligence.
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Our distributable redeemable warrants provide our public shareholders
with an incentive not to redeem their Class A ordinary shares in connection with our initial business combination. Public shareholders
who choose to redeem their shares will lose the right to receive distributable redeemable warrants. Public shareholders who choose
not to redeem their shares will receive one-sixth of a distributable redeemable warrant per public share they hold (up to a total
of 5,000,000 distributable redeemable warrants assuming that no public shareholders redeem their Class A ordinary shares). We
believe this structure may lead to a lower level of redemptions.
Status as a Public Company
We believe our structure will make us an attractive business
combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional
initial public offering through a merger or other business combination with us. In a business combination transaction with us,
the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target
business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares
and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering.
The typical initial public offering process takes a significantly longer period of time than the typical business combination
transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts
and commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed,
the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring
or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital,
an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its
shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile
among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our management team’s
backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check
company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business
combination, negatively.
We are an “emerging growth company,” as defined
in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not “emerging growth companies” including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved, If some investors
find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of
our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that
an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend
to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier
of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, which we completed
on January 14, 2021 (our “IPO”), (b) in which we have total annual gross revenue of at least $1.07 billion, or (c)
in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held
by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued
more than $1.0 billion in non-convertible debt securities during the prior three-year period.
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Financial Position
With funds available for a business combination initially in
the amount of up to $290,850,000 after payment of the estimated expenses of our IPO and $10,500,000 of deferred underwriting commissions,
we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential
growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete
our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility
to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit
its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will
be available to us.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not engage in,
any operations for an indefinite period of time following our IPO. We intend to effectuate our initial business combination using
cash from the proceeds of our IPO and the sale of the private placement warrants, our equity, debt or a combination of these as
the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with
a company or business that may be financially unstable or in its early stages of development or growth, which would subject us
to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity
or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with
our initial business combination or used for redemptions of our Class A ordinary shares, 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 of
the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial
business combination, to fund the purchase of other companies or for working capital.
There is no current basis for investors in us to evaluate the
possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although
our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you
that this assessment will result in our identifying all risks that a target business may encounter.
Furthermore, some of those risks may be outside of our control,
meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
Sources of Target Businesses
We anticipate that target business candidates will be brought
to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment
banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention
by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce
us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have
read this report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates,
may also bring to our attention target business candidates that they become aware of through their business contacts as a result
of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we
expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a
result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services
of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms
or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be
determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent
our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or
if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest
to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will
be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers, or
their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services
they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction
that it is). However, we may pay any of our existing directors who are not also officers, or any entity with which they are affiliated,
a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial
business combination, to the extent such payment is in compliance with all laws and is consistent with independent director requirements.
Such payment may be paid from the proceeds held in the trust account upon consummation of an initial business combination. Some
of our officers and directors may enter into employment or consulting agreements with the post-business combination company following
our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in
our selection process of an acquisition candidate.
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We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, Founder, officers or directors. In the event we seek to complete our initial
business combination with a company that is affiliated with our sponsor or any of our Founder, officers or directors, we, or a
committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.
Each of our officers and directors presently has, and any of
them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates
of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is
suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her
fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary
duties under Cayman Islands law.
Evaluation of a Target Business and Structuring of Our
Initial Business Combination
In evaluating a prospective target business, we expect to conduct
a due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities (subject to any applicable COVID restrictions)
and a review of financial and other information about the target and its industry. We will also utilize our management team’s
operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure
and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business
and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation
with, a prospective target business with which our initial business combination is not ultimately completed will result in our
incurring losses and will reduce the funds we can use to complete another business combination. We will not pay any consulting