UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 4)

 

 

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant   ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to Rule 14a-12

FAR POINT ACQUISITION CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☐		No fee required.
☒		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:   Ordinary Shares, Warrants, Ordinary Shares issuable upon exercise of Warrants
		(2)		Aggregate number of securities to which transaction applies:   138,262,500
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):   $10.72 per Ordinary Share, $1.97 per Warrant, $11.50 per Ordinary Share issuable upon exercise of Warrants
		(4)		Proposed maximum aggregate value of transaction:   $881,524,500
		(5)		Total fee paid:   $114,421.88
☐		Fee paid previously with preliminary materials.
☒		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:   $114,421.88
		(2)		Form, Schedule or Registration Statement No.:   Form F-4 Registration Statement File No. 333-236581
		(3)		Filing Party:   Global Blue Group Holdings AG
		(4)		Date Filed:   February 24, 2020

 

 

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED JULY 23, 2020

FAR POINT ACQUISITION CORPORATION

18 West 18th Street

New York, NY 10011

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                     , 2020

TO THE STOCKHOLDERS OF FAR POINT ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Far Point Acquisition Corporation, a Delaware corporation (“FPAC”), will be held at                       eastern time, on                     , 2020. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. FPAC stockholders will be able to attend the Special Meeting remotely, vote and submit questions during the Special Meeting by visiting https://www.cstproxy.com/farpoint/2020 and entering their control number. We are pleased to utilize virtual stockholder meeting technology to (i) provide ready access and cost savings for FPAC’s stockholders and FPAC, and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1) to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of January 16, 2020 (the “Merger Agreement”), and to approve the business combination contemplated by such agreement (the “Business Combination”), by and among FPAC, SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter” and, in its capacity as a representative of Global Blue (as defined below) and its shareholders as of the date of the Merger Agreement and immediately prior to the closing, the “GB Shareholders’ Representative”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland (“New Global Blue”), Global Blue US Holdco LLC, a Delaware limited liability company (“US Holdco”), Global Blue US Merger Sub Inc., a Delaware corporation (“US Merger Sub”), Global Blue Holding L.P., a Cayman Islands exempted limited partnership (“Cayman Holdings”), the individuals named therein (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Global Blue Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland (“Global Blue”), Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative (“FPAC Shareholders’ Representative”), solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC, a Delaware limited liability company (the “Founder”), and Jacques Stern, solely in his capacity as the Management Representative (“Management Representative”), which, among other things, provides for (a) the Seller Parties undertaking a series of transactions pursuant to which they will sell, exchange and contribute the ordinary shares of Global Blue (the “Global Blue Shares”) for a mix of cash (the “Cash Consideration”) and ordinary shares of New Global Blue (the “New Global Blue Shares”), and in certain circumstances preferred shares (the “Series A Preferred Shares”) of New Global Blue (together, the “Share Consideration”), and (b) US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, merging with and into FPAC, with FPAC being the surviving corporation in the Merger—we refer to this proposal as the “Business Combination Proposal” and a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A; and

(2) to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, FPAC is not authorized to consummate the Business Combination—we refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Class A common stock, par value $0.0001 per share,

of FPAC (“FPAC Class A Common Stock”) and Class B common stock, par value $0.0001 per share, of FPAC (“FPAC Class B Common Stock” and collectively with FPAC Class A Common Stock, “FPAC Common Stock”) at the close of business on July 24, 2020 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, and consultation with its management and outside legal advisers, FPAC’s board of directors has determined that the Business Combination Proposal, and the Adjournment Proposal are NOT advisable, or fair to, or in the best interest of, FPAC and its stockholders and unanimously recommends that you vote or give instruction to vote “AGAINST” the Business Combination Proposal, and “AGAINST” the Adjournment Proposal, if presented.

Under the Merger Agreement, the approval of the Business Combination Proposal by the requisite vote of FPAC’s stockholders is a condition to the consummation of the Business Combination. If the Business Combination Proposal is not approved by FPAC’s stockholders, the Business Combination will not be consummated.

All FPAC stockholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of FPAC Common Stock, you may also cast your vote by means of remote communication at the Special Meeting by navigating to https://www.cstproxy.com/farpoint/2020 and entering the control number on your proxy card. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote by means of remote communication you must obtain a proxy from your broker or bank and a control number from Continental Stock Transfer and Trust Company. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting “AGAINST” the Business Combination Proposal but will have no effect on the Adjournment Proposal.

A complete list of FPAC stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of FPAC (or by remote means of communication, during such meeting, if applicable) for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Thomas W. Farley

Chief Executive Officer, President and Chairman of the Board

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF FPAC STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated,                          , 2020 and is first being mailed to Far Point Acquisition Corporation stockholders on or about                     , 2020.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JULY 23, 2020

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

FAR POINT ACQUISITION CORPORATION

and

PROSPECTUS FOR UP TO 76,562,500 ORDINARY SHARES, 30,850,000 WARRANTS AND 30,850,000

ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS

OF

GLOBAL BLUE GROUP HOLDING AG

 

 

This proxy statement/prospectus is being provided to security holders of Far Point Acquisition Corporation, which we refer to as FPAC, in connection with the proposed business combination with Global Blue Group AG, a Swiss stock corporation (Aktiengesellschaft), which we refer to as Global Blue. These terms and others used in this introduction are defined in greater detail below in this proxy statement/prospectus under the caption “Frequently Used Terms”.

Pursuant to the Merger Agreement described in this proxy statement/prospectus, each of FPAC and Global Blue will become a wholly-owned subsidiary of Global Blue Group Holding AG, a newly formed Swiss stock corporation (Aktiengesellschaft), which we refer to as New Global Blue, and New Global Blue will become a new public company owned by the prior stockholders of FPAC, the prior shareholders of Global Blue and the PIPE Investors described below. We refer to this transaction as the Business Combination. The Merger Agreement is attached to this proxy statement/prospectus as Annex A. New Global Blue’s articles of association will be substantially in the form attached to this proxy statement/prospectus as Annex B.

After careful consideration and consultation with its management and outside legal advisers, FPAC’s board of directors has determined that the Business Combination is NOT advisable or fair to, or in the best interest of, FPAC and its stockholders. This constitutes a change from the board’s initial recommendation. In connection with FPAC’s entry into the Merger Agreement, FPAC’s board of directors had initially unanimously (i) approved the Merger Agreement and the transactions contemplated thereby, (ii) determined that the Business Combination was advisable and fair to and in the best interests of FPAC and its stockholders and (iii) recommended that FPAC’s stockholders approve the Business Combination Proposal and the Adjournment Proposal. However, after approval of the Merger Agreement, FPAC management was informed by Global Blue management that the ongoing COVID-19 pandemic was having a significant negative impact on Global Blue’s financial condition, revenues and results of operations. See “Risk Factors–Risks Relating to Global Blue—Risks Related to Global Blue’s Industry, Business and the Regulatory Environment—The COVID-19 pandemic has had a significant negative impact on Global Blue’s financial results, as experienced by the broader market, including the international travel and extra-regional shopping sectors. The effects of COVID-19 are expected to continue to have a negative impact on Global Blue’s business, results of operations and financial condition until the outbreak and health concerns subside and the related preventative measures are lifted” and “Information Related to Global Blue—Global Blue’s Business—Other Information About Global Blue.” As a result, after careful consideration and consultation with its management and outside legal advisers, FPAC’s board of directors has changed its recommendation for FPAC’s stockholders to vote against the Business Combination Proposal and the Adjournment Proposal. See “The Business Combination Proposal – FPAC’s Board of Directors’ Reasons for the Change in Recommendation to Against the Business Combination.”

New Global Blue will apply for listing, effective upon the closing of the Business Combination, of its ordinary shares and warrants on the New York Stock Exchange, or NYSE, under the symbols “GB” and “GB.WS,” respectively.

Global Blue serves as a strategic technology and payments partner to merchants, empowering them to capture the structural growth of international travelers shopping abroad, driven by multiple long-term macroeconomic

tailwinds. Global Blue established the concept of third-party serviced tax free shopping, or TFS, in Sweden in 1980 and has emerged as both a global leader (based on its share of the TFS segment) and a pioneer in technology for TFS. Global Blue also offers added-value payment solutions, or AVPS, including dynamic currency conversion, or DCC. As of March 31, 2020, Global Blue operated across more than 50 countries. For the financial year ended March 31, 2020, Global Blue enabled approximately 29 million international shoppers to claim value added tax (“VAT”) refunds on international shopping or complete international transactions in their home currency.

Pursuant to the Merger Agreement, (i) the shareholders of Global Blue will receive a mix of cash, referred to as the Cash Consideration, and ordinary shares of New Global Blue, and in certain circumstances, preferred shares of New Global Blue, referred to as the Share Consideration, and (ii) the outstanding shares and warrants of FPAC will become New Global Blue ordinary shares or warrants to purchase such New Global Blue ordinary shares as follows:

 

•

each of FPAC’s 63,250,000 outstanding shares of Class A Common Stock (other than those shares of FPAC Class A Common Stock that are redeemed by the holders as described below), and 10,812,500 of the 15,812,500 outstanding shares of FPAC’s Class B Common Stock (being the 15,812,500 outstanding shares of FPAC Class B Common Stock excluding the 2,500,000 Surrendered Shares which are to be surrendered and excluding the 2,500,000 Excluded Founder Shares which will be exchanged for the right to receive the Contingent Shares—each as described below) will become one ordinary share of New Global Blue; and

 

•

each of FPAC’s 30,850,000 outstanding warrants will become one warrant of New Global Blue that will entitle the holder thereof to purchase, for $11.50 per share, one ordinary share of New Global Blue in lieu of one share of FPAC Class A Common Stock.

We refer to New Global Blue’s ordinary shares as the New Global Blue Shares, its preferred shares as the Series A Preferred Shares and its warrants as the New Global Blue Warrants.

The Merger Agreement provides that the Excluded Founder Shares, which are 2,500,000 shares of FPAC Class B Common Stock held by Far Point LLC, FPAC’s Founder, will be contributed to New Global Blue in exchange for 2,500,000 New Global Blue Shares which Far Point LLC will have the right to receive, referred to as the Contingent Shares, upon satisfaction of certain conditions related to the trading price of New Global Blue Shares, as described herein.

Accordingly, this proxy statement/prospectus covers the issuance by New Global Blue of an aggregate of 76,562,500 New Global Blue Shares, 30,850,000 New Global Blue Warrants and 30,850,000 New Global Blue Shares issuable upon exercise of such warrants.

Concurrently with the execution and delivery of the Merger Agreement, New Global Blue, FPAC and certain third-party investors, referred to as the Primary PIPE Investors, entered into share subscription agreements pursuant to which the Primary PIPE Investors have committed to purchase, concurrently with the closing of the Business Combination, which we refer to as the Closing, in the aggregate, 12,500,000 New Global Blue Shares for $10.00 per share, or an aggregate purchase price equal to $125.0 million.

Concurrently with the execution and delivery of the Merger Agreement, New Global Blue and SL Globetrotter, L.P. and Global Blue Holding L.P., referred to as Globetrotter and Cayman Holdings, respectively, which are or will be at the Closing shareholders of Global Blue, entered into certain share purchase and contribution agreements with investors that we refer to as the Secondary PIPE Investors. The Secondary PIPE Investors consist of (i) the Affiliated Secondary PIPE Investors, which are certain affiliates of Third Point LLC, an affiliate of FPAC, and (ii) Antfin (Hong Kong) Holding Limited, referred to as the Strategic Secondary PIPE Investor or Ant Financial. Upon the terms and subject to the conditions of their purchase agreements, the Affiliated Secondary PIPE Investors and the Strategic Secondary PIPE Investor have committed to purchase, concurrently with the Closing, ordinary shares of Global Blue from Globetrotter and Cayman Holdings for aggregate purchase prices of up to $100.0 million and equal to $125.0 million, respectively, and to immediately contribute such Global Blue Shares to New Global Blue in exchange for the subsequent issue of up to 10,000,000 and equal to

12,500,000, respectively, New Global Blue Shares at $10.00 per share. The commitment of the Affiliated Secondary PIPE Investors is subject to reduction on a dollar-for-dollar basis to the extent of a draw on the Backstop described below. The agreement with the Strategic Secondary PIPE Investor includes an 18-month lock-up transfer restriction on the New Global Blue Shares it acquires.

Prior to the Closing, the Management Sellers will become shareholders of Global Blue through the Management Roll-up, described below.

In connection with the completion of the Business Combination, Global Blue’s €630 million Existing Term Loan Facility and its €80 million Existing Revolving Credit Facility will be refinanced pursuant to a new debt facility, referred to as the New Facilities Agreement.

FPAC’s Units (each consisting of one share of FPAC Class A Common Stock and one-third of one Warrant), FPAC Class A Common Stock and Warrants are currently listed on the NYSE under the symbols “FPAC.UN,” “FPAC” and “FPAC.WS,” respectively. In connection with the completion of the Business Combination, FPAC’s Units will be separated into their component securities and those component securities will be exchanged for corresponding New Global Blue securities.

In connection with the Business Combination, in addition to the Merger Agreement, certain related agreements have been, or will be, entered into on or prior to the Closing Date, including:

 

•

Voting and Support Agreement among FPAC, Global Blue, Globetrotter, New Global Blue, the Founder and Third Point Ventures LLC, a Delaware limited liability company and an affiliate of Third Point (together with the Founder, the “FPAC Shareholders”), pursuant to, and on the terms and subject to the conditions of which, each FPAC Shareholder has unconditionally and irrevocably agreed, among other things, to vote its shares of FPAC (representing approximately 25% of the outstanding shares), and take certain other actions, in support of the Business Combination;

 

•

Founder Shares Surrender Agreement among FPAC, the Founder, Globetrotter and New Global Blue that provides that the Founder will, upon the terms and subject to the conditions set forth therein, at the Closing irrevocably surrender to New Global Blue, for no consideration and as a deemed contribution to the capital of New Global Blue, 2,500,000 shares of FPAC’s Class B Common Stock (the “Surrendered Shares”) and New Global Blue shall immediately cancel the Surrendered Shares;

 

•

Relationship Agreement among Globetrotter, the Founder and New Global Blue to regulate, upon the terms and subject to the conditions set forth therein, the relationship among such parties following the Closing. Among other things, the parties have made certain agreements with respect to the designation of board members for New Global Blue;

 

•

Shareholders Agreement among Cayman Holdings, Globetrotter, the Founder and certain persons who will be shareholders of New Global Blue to regulate the relationship among such shareholders following the Closing with respect to each other, in connection with New Global Blue. Among other things, and as described therein, the parties have agreed to certain lock-up transfer restrictions on such parties’ New Global Blue securities for various periods, the longest of which is up to one year from the Closing; and

 

•

Registration Rights Agreement to be entered into at the Closing, by and between New Global Blue and certain persons who will be shareholders of New Global Blue after the Closing, pursuant to which New Global Blue has agreed to grant the other parties thereto registration rights in respect of their New Global Blue Shares and certain other New Global Blue securities.

Each of these related agreements is described in more detail elsewhere in this proxy statement/prospectus. See “The Business Combination Proposal—Related Agreements.” Additionally, in connection with the Business Combination, the Management Roll-up, the PIPE Investment and the Refinancing will be completed on or prior to the Closing.

On July 13, 2020, Globetrotter (on behalf of itself, Global Blue and the Seller Parties) delivered to FPAC the Final Proposal and Waiver Letter (each as defined herein). See “The Business Combination Proposal—The

Merger Agreement.” All descriptions of the Business Combination herein reflect the impact of the receipt of the Final Proposal and Waiver Letter.

As a result of the Business Combination, assuming: (i) a March 31, 2020 Closing Date; (ii) that no stockholders of FPAC elect to have their shares of FPAC Class A Common Stock issued as part of the Units sold in FPAC’s initial public offering (“Public Shares”) redeemed for cash in connection therewith as permitted by FPAC’s amended and restated certificate of incorporation (the “No Redemption Scenario”); and (iii) no adjustments under the Merger Agreement, the Cash Consideration would be approximately $965 million, and the post-Closing share ownership of New Global Blue would be as follows:

 

		New Global Blue Shares (%)(1)
Seller Parties(2)			88,938,000 (47.2%)
Affiliated Secondary PIPE Investors(3)			10,000,000 (5.3%)
Strategic Secondary PIPE Investor			12,500,000 (6.6%)
Primary PIPE Investors			12,500,000 (6.6%)
Founder/Directors(3)(4)			10,812,500 (5.7%)
Former FPAC Public Stockholders(3)(5)			53,762,500 (28.5%)
Total			188,513,000 (100%)

 

(1)	Excludes all 30,850,000 New Global Blue Warrants and 2,500,000 Contingent Shares.

(2)	Includes 9,487,500 New Global Blue Shares to be received by Globetrotter in exchange for 9,487,500 shares of FPAC Class A Common Stock purchased by Globetrotter since May 17, 2020. See “Summary of the Proxy Statement/Prospectus–Certain Market Activity.”

(3)

Collectively in the No Redemption Scenario, Third Point would beneficially own 24,692,500 New Global Blue Shares, or 13.1%, consisting of 10,000,000 shares from the PIPE Investment, 10,692,500 shares held by the Founder (as to which Third Point would have beneficial ownership, though Third Point and Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman, would each have a pecuniary interest over a portion thereof) and 4,000,000 shares to be received in exchange for 4,000,000 shares of FPAC Class A Common Stock purchased by Third Point in FPAC’s initial public offering.

(4)	Includes 120,000 New Global Blue Shares to be received by FPAC’s independent directors.

(5)

Excludes the Founder Shares; includes 4,000,000 New Global Blue Shares to be received by Third Point and 65,700 New Global Blue Shares to be received by David W. Bonanno, FPAC’s Chief Financial Officer and a director, in exchange for shares of FPAC Class A Common Stock purchased in FPAC’s initial public offering. Excludes 9,487,500 New Global Blue Shares to be received by Globetrotter in exchange for 9,487,500 shares of FPAC Class A Common Stock purchased by Globetrotter since May 17, 2020. See “Summary of the Proxy Statement/Prospectus – Certain Market Activity.”

Pursuant to FPAC’s amended and restated certificate of incorporation, in connection with the completion of the Business Combination holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with FPAC’s amended and restated certificate of incorporation. Payment for such redemptions will come from FPAC’s trust account that holds a portion of the proceeds of FPAC’s initial public offering and the concurrent sale of its private placement Units. To the extent holders of FPAC Public Shares elect to have their shares redeemed, the Cash Consideration and the Share Consideration to be paid to the shareholders of Global Blue will vary as described herein.

To the extent holders of Public Shares require FPAC to redeem more than 20,000,000 FPAC Public Shares, Cloudbreak Aggregator LP, a Cayman Islands limited partnership that is the managing member of the Founder and an affiliate of Third Point (the “Backstop Provider”), will, upon the terms and subject to the conditions set forth in the Forward Purchase Agreement entered into at the time of FPAC’s initial public offering (the “Backstop”), purchase shares of FPAC Class A Common Stock at $9.50 per share, for an aggregate purchase price equal to the total number of Public Shares in excess of 20,000,000 redeemed, multiplied by $10.00. To the extent the Backstop Provider purchases shares of FPAC Class A Common Stock pursuant to the Backstop, the commitment of the Affiliated Secondary PIPE Investors will be reduced dollar-for-dollar. The Affiliated Secondary PIPE Investors have also committed to provide equity financing to the Backstop Provider in the event that the Backstop Provider’s obligation to purchase shares of FPAC Class A Common Stock under the Backstop

is triggered, and Globetrotter has third party beneficiary rights pursuant to the Third Party Beneficiary Rights Letter to specifically enforce such equity commitment as well as to specifically enforce FPAC’s rights under the Forward Purchase Agreement.

As a result of the Business Combination, assuming (i) a March 31, 2020 Closing Date, (ii) the redemption of all Public Shares, including all 9,487,500 Public Shares purchased by Globetrotter since May 17, 2020 (See “Summary of the Proxy Statement/Prospectus—Certain Market Activity”), exclusive of the 4,000,000 shares held by Third Point and the 65,700 shares held by David Bonanno, which Third Point and Mr. Bonanno have agreed not to redeem (the “Maximum Redemption Scenario”), (iii) the Backstop is exercised and (iv) no adjustments under the Merger Agreement, the Cash Consideration would be approximately $647 million and the post-Closing share ownership of New Global Blue would be as follows:

 

		Series A Preferred Shares				New Global Blue Shares(1)				Combined (%)(2)
Seller Parties			22,178,000	(6)			88,656,047				57.7	%
Affiliated Secondary PIPE Investors/Backstop Provider(3)			—				41,246,632				21.5	%
Strategic Secondary PIPE Investor			—				12,500,000				6.5	%
Primary PIPE Investors			—				12,500,000				6.5	%
Founder/Directors(3)(4)			—				10,812,500				5.6	%
Former FPAC Stockholders(5)			—				4,065,700				2.1	%
Total			22,178,000				169,780,879				100	%

 

(1)	Excludes all 30,850,000 New Global Blue Warrants and 2,500,000 Contingent Shares.

(2)	Calculated based on the number of New Global Blue Shares plus Series A Preferred Shares on an as converted basis.

(3)

Collectively, in the Maximum Redemption Scenario, Third Point would beneficially own 55,939,132 New Global Blue Shares, or 29.1%, consisting of 41,246,632 shares from the Backstop, 10,692,500 shares held by the Founder (as to which Third Point would have beneficial ownership, though Third Point and Thomas W. Farley would each have a pecuniary interest over a portion thereof) and 4,000,000 shares to be received in exchange for 4,000,000 shares of FPAC Class A Common Stock purchased by Third Point in FPAC’s initial public offering.

(4)	Includes 120,000 New Global Blue Shares to be received by FPAC’s independent directors.

(5)	Excludes the Founder Shares; includes 4,000,000 New Global Blue Shares to be received by Third Point and 65,700 New Global Blue Shares to be received by David W. Bonanno in exchange for shares of FPAC Class A Common Stock purchased in FPAC’s initial public offering.

(6)

Excludes the post-Closing cashless exchange of Series A Preferred Shares of New Global Blue for ordinary shares of New Global Blue. See “The Business Combination Proposal—The Merger Agreement—General Description of the Merger Agreement.” To the extent holders of Public Shares elect to redeem more than 5,000,000 Public Shares, Series A Preferred Shares of equal value to the value of the Public Shares redeemed in excess of 5,000,000 Public Shares would be issued to the Seller Parties. Series A Preferred Shares will be convertible into New Global Blue Shares on a one-to-one basis, subject to anti-dilution protections.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Special Meeting of stockholders of FPAC scheduled to be held on                          , 2020.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting of FPAC’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors.”

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                         , 2020, and is first being mailed to Far Point Acquisition Corporation stockholders on or about                     , 2020.

Table of Contents

 

		Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS			1
IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES			1
FINANCIAL STATEMENT PRESENTATION			1
EXCHANGE RATE PRESENTATION			2
INDUSTRY AND MARKET DATA			2
FREQUENTLY USED TERMS			3
SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION			11
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			15
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			27
SELECTED HISTORICAL FINANCIAL INFORMATION			38
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			47
COMPARATIVE PER SHARE DATA			49
RISK FACTORS			51
FORWARD-LOOKING STATEMENTS			81
SPECIAL MEETING OF FPAC STOCKHOLDERS			83
THE BUSINESS COMBINATION PROPOSAL			87
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			148
THE ADJOURNMENT PROPOSAL			162
INFORMATION RELATED TO NEW GLOBAL BLUE			163
INFORMATION RELATED TO FPAC			165
FPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION			172
INFORMATION RELATED TO GLOBAL BLUE			176
GLOBAL BLUE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION			225
MANAGEMENT OF NEW GLOBAL BLUE FOLLOWING THE BUSINESS COMBINATION			257
BENEFICIAL OWNERSHIP OF SECURITIES			267
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			271
DESCRIPTION OF NEW GLOBAL BLUE SECURITIES			275
STOCK MARKET AND DIVIDEND INFORMATION			293
APPRAISAL RIGHTS			294
ANNUAL MEETING STOCKHOLDER PROPOSALS			294
OTHER STOCKHOLDER COMMUNICATIONS			294
LEGAL MATTERS			294
EXPERTS			294
DELIVERY OF DOCUMENTS TO STOCKHOLDERS			295
WHERE YOU CAN FIND MORE INFORMATION			296
INDEX TO FINANCIAL STATEMENTS			F-1

ANNEXES

Annex A: Agreement and Plan of Merger

Annex B: Form of Articles of Association of Global Blue Group Holding AG

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by New Global Blue, constitutes a prospectus of New Global Blue under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the New Global Blue Shares to be issued to FPAC stockholders, the New Global Blue Warrants to be issued to Warrant holders and the New Global Blue Shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act”, with respect to the Special Meeting of FPAC stockholders at which FPAC stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Merger Agreement, among other matters.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Global Blue’s audited consolidated financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.” We refer in various places within this proxy statement/prospectus to non-IFRS financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Sales in Store (“SiS”), Adjusted Net Income (Group Share), Adjusted Effective Tax Rate, Adjusted Net Debt and Leverage Ratio, some of which are more fully explained in “Selected Historical Financial Information—Other Financial Data.” The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Global Blue’s consolidated financial results prepared in accordance with IFRS.

FINANCIAL STATEMENT PRESENTATION

New Global Blue

New Global Blue was incorporated on December 10, 2019 for the purpose of effectuating the transactions described herein. New Global Blue has no material assets and does not operate any businesses. Accordingly, no financial statements of New Global Blue have been included in this proxy statement/prospectus. The transaction will first be accounted for as a capital reorganization whereby New Global Blue is the successor to its predecessor Global Blue. As a result of the first step described above, the existing shareholders of Global Blue will continue to retain control through their majority ownership of New Global Blue. The capital reorganization will be immediately followed by the acquisition of FPAC, which is accounted for within the scope of IFRS 2 (Share-based Payment). The shares issued by New Global Blue are recognized at fair value and recorded as consideration for the acquisition of the public shell company, FPAC.

Global Blue

From April 1, 2018 onward, Global Blue has adopted IFRS 9 (Financial Instruments), IFRS 15 (Revenue from Contracts with Customers) and IFRS 16 (Leases), selecting the modified retrospective approach. Therefore, Global Blue has not restated the financial information of Global Blue as of and for the financial year ended March 31, 2018 or any prior periods for these new standards and, as a result, the information for this period is not fully comparable to the financial information of Global Blue as of and for the financial years ended March 31, 2019 and 2020.

 

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EXCHANGE RATE PRESENTATION

Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which Global Blue competes as well as Global Blue’s analysis, conducted prior to the COVID-19 pandemic, of statistics, data and other information provided by third parties relating to markets, market sizes, market shares, market positions and other industry data pertaining to Global Blue’s business and markets, including information obtained from the OECD, Euromonitor, the World Bank, the International Air Transport Association and Tourism Economics (collectively, “Industry Analysis”). Such information is supplemented where necessary with Global Blue’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Global Blue’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Information Related to Global Blue—Global Blue’s Business” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “Global Blue” refers to Global Blue Group AG, a Swiss stock corporation, the term “FPAC” refers to Far Point Acquisition Corporation, a Delaware corporation, and “New Global Blue” refers to Global Blue Group Holding AG, a newly incorporated Swiss stock corporation.

In addition, in this document:

“2012 GB Acquisition” means the acquisition on August 1, 2012 of Global Blue Luxembourg Holdings S.à r.l. by funds and investment vehicles directly or indirectly managed and/or advised by Silver Lake and Partners Group.

“Acquirer(s)” means a financial institution that processes credit or debit card payments on behalf of a merchant.

“Adjournment Proposal” means the proposal to adjourn the Special Meeting of the stockholders of FPAC to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal.

“Adjusted Net Debt” means the aggregate principal amount of non-current loans and borrowings, current lease liabilities and non-current lease liabilities, less cash and cash equivalents.

“Adjustment Date” means March 31, 2020.

“Affiliated Secondary PIPE Investors” means certain affiliates of Third Point who have committed, on the terms and subject to the conditions contained in those certain share purchase and contribution agreements, to purchase Global Blue Shares from Globetrotter and Cayman Holdings and to contribute such Global Blue Shares to New Global Blue in exchange for up to 10,000,000 New Global Blue Shares at $10.00 per share. The commitment of the Affiliated Secondary PIPE Investors is subject to a dollar-for-dollar reduction to the extent the Backstop is drawn upon.

“Amendment Letter” means an amendment letter dated January 14, 2020 amending and restating the New Facilities Agreement entered into by Global Blue with, inter alia, BNP Paribas (Suisse) S.A., Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank International Limited, Royal Bank of Canada, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, Credit Suisse International and JPMorgan Chase Bank N.A., London branch, as amendment participating lenders, and RBC Europe Limited, as agent and security agent.

“AML” means anti-money laundering.

“APAC” means the Asia Pacific region.

“ATM” means automated teller machines.

“AVPS” means added-value payment solutions.

“Backstop” means the obligations of the Backstop Provider pursuant to the Forward Purchase Agreement to purchase, upon the terms and subject to the conditions thereof, newly issued shares of FPAC Class A Common Stock at $9.50 per share for an aggregate purchase price equal to the number of Public Shares in excess of 20,000,000 shares redeemed multiplied by $10.00.

“Backstop Provider” means Cloudbreak Aggregator LP, a Cayman Islands limited partnership that is the managing member of the Founder and an affiliate of Third Point.

 

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“Best-rate guarantee” means Global Blue’s best-rate guarantee, which allows an international shopper to be refunded the difference between Global Blue’s transaction fee and that of its issuing bank.

“Brexit” means the United Kingdom leaving the EU.

“Broker Non-Vote” means the failure of an FPAC stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Proposal” means the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby.

“CAGR” means compounded annual growth rate.

“Cash Consideration” means the cash portion of the consideration to be received by the Seller Parties pursuant to the Business Combination.

“Cayman Holdings” means Global Blue Holding L.P., a Cayman Islands exempted limited partnership.

“CHF” and “Swiss franc” each refer to the legal currency of Switzerland.

“Closing” means the closing of the transactions contemplated by the Merger Agreement and the PIPE Investment agreements, and “Closing Date” means the date on which the Closing is completed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Compensation Ordinance” means the Swiss Compensation Ordinance.

“Contingent Shares” means up to 2,500,000 New Global Blue Shares to be delivered to the Founder upon satisfaction of certain conditions related to the trading price of New Global Blue Shares.

“Conversion Agreement” means that certain conversion agreement, dated on or around January 16, 2020, by and among New Global Blue and each of the Seller Parties in respect of the Series A Preferred Shares.

“Currency Select” means Currency Select Pty Limited (previously, Travelex Outsourcing Pty Limited).

“C-PECs” means convertible preferred equity certificates.

“DCC” means dynamic currency conversion.

“DGCL” means the Delaware General Corporation Law.

“drive-to-store” means initiatives or solutions to increase international shopper footfall for merchants.

“DTC” means The Depository Trust Company.

“€” means Euro, the legal currency of the European Union.

“eDCC” means e-commerce dynamic currency conversion.

“eligible SiS” means SiS that are eligible for VAT refund.

“EMEA” means Europe, Middle East and Africa.

 

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“eTFS” means electronic TFS.

“EU” means European Union.

“EUR” means Euro, the legal currency of the European Union.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Founder Shares” means the 2,500,000 shares of FPAC’s Class B Common Stock to be exchanged by the Founder for the right to receive the Contingent Shares.

“Executive Management” means members of the executive management of Global Blue. See the section entitled “Information Related to Global Blue—Other Information About Global Blue—Global Blue Directors and Senior Management.”

“Existing Facilities” means the Existing Term Loan Facility and the Existing Revolving Credit Facility, each governed by the Existing Facilities Agreement.

“Existing Facilities Agreement” means the senior facilities agreement dated July 26, 2012 (as subsequently amended, re-stated and conformed).

“Existing Revolving Credit Facility” means the existing €80 million revolving credit facility.

“Existing Term Loan Facility” means Global Blue’s existing €630 million term loan facility.

“Final Proposal” refers to certain changes to the Transaction terms proposed by Globetrotter as representative of the Seller Parties on July 13, 2020, as described in “The Business Combination Proposal—The Merger Agreement.”

“Forward Purchase Agreement” means that certain Forward Purchase Agreement, dated as of May 18, 2018, by and among FPAC and the Backstop Provider, as amended or modified from time to time in accordance with its terms and the Third Party Beneficiary Rights Letter.

“Founder” means Far Point LLC, a Delaware limited liability company, an initial stockholder of FPAC and the primary holder of FPAC Class B Common Stock. Third Point holds a controlling interest and each of Third Point and Thomas W. Farley holds a pecuniary interest in the Founder.

“Founder Shares” means shares of FPAC Class B Common Stock, 15,812,500 of which are currently outstanding and were issued to the Founder prior to the IPO (120,000 of which have been transferred to FPAC’s independent directors).

“Founder Shares Surrender Agreement” means that certain letter agreement made in connection with the transactions contemplated by the Merger Agreement, dated as of January 16, 2020, by and among FPAC, the Founder, Globetrotter and New Global Blue, pursuant to, and on the terms and subject to the conditions of, which (a) the Founder shall automatically irrevocably surrender to New Global Blue, for no consideration and as a deemed contribution to the capital of New Global Blue, 2,500,000 shares of FPAC’s Class B Common Stock and (b) New Global Blue shall immediately cancel the Surrendered Shares.

“FPAC Class A Common Stock” means FPAC’s Class A common stock, par value $0.0001 per share.

“FPAC Class B Common Stock” means FPAC’s Class B common stock, par value $0.0001 per share.

“FPAC Common Stock” means shares of FPAC Class A Common Stock and FPAC Class B Common Stock.

“GDPR” means the EU’s General Data Protection Regulation 2016/679, as amended.

“Global Blue Shares” means the ordinary shares of Global Blue.

 

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“Globetrotter” means SL Globetrotter, L.P., a Cayman Islands exempted limited partnership.

“Group” means, where appropriate, Global Blue and its subsidiaries.

“GST” means goods and services tax.

“IAS 34” means the International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Industry Analysis” means Global Blue’s analysis, conducted prior to the COVID-19 pandemic, of the sources of statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to Global Blue’s business and markets, including information obtained from the OECD, Euromonitor, the World Bank, the International Air Transport Association and Tourism Economics.

“Initial Business Combination” means a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and FPAC.

“international shopper” means international travelers shopping abroad.

“IPO” means the initial public offering of Units of FPAC, consummated on June 14, 2018.

“Liquidity Loans” means loans extended under the Supplemental Liquidity Facility.

“Management Roll-up” means, prior to the Closing, pursuant to the Management Shareholders Agreement dated January 16, 2020, a series of exchange and contribution transactions involving Global Blue and certain of its subsidiaries, through which the Management Sellers will become shareholders of Global Blue.

“Management Sellers” means the individuals who are parties to the Merger Agreement as “Management Sellers”.

“Management Shareholders Agreement” means that certain agreement dated as of January 16, 2020, by and among Cayman Holdings, Globetrotter, New Global Blue, Mr. Jacques Stern (as management representative) and Partners Group.

“Maximum Redemption Scenario” means that the holders of all Public Shares including all 9,487,500 Public Shares held by Globetrotter (other than the 4,000,000 shares held by Third Point and 65,700 shares held by David W. Bonanno) elect to have such shares redeemed in connection with the Business Combination.

“MCC” means Mobile Customer Care.

“MCP” means multi-currency processing.

“Merger” means the merger of US Merger Sub with and into FPAC, with FPAC surviving such merger. Pursuant to the Merger, FPAC security holders will receive securities of New Global Blue, and FPAC will become a wholly-owned indirect subsidiary of New Global Blue.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 16, 2020, by and among FPAC, Globetrotter (both as itself and as the GB Shareholders’ Representative), New Global Blue, US Holdco, US Merger Sub, Cayman Holdings, the Management Sellers, Global Blue, the FPAC Shareholders’ Representative, the Founder, and the Management Representative, as such agreement may be amended or otherwise modified from time to time in accordance with its terms.

“pre-Transaction Dividend” means the dividend that Global Blue previously contemplated to its pre-Business Combination shareholders. However, pursuant to the Waiver Letter, Global Blue waived its contractual rights to declare and pay, and its pre-Business Combination shareholders waived their rights to receive, the pre-Transaction dividend permitted by the Merger Agreement. See “The Business Combination Proposal—The Merger Agreement.”

 

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“minimum purchase amount” or “MPA” means the minimum transaction size for transactions and goods to be eligible for VAT refunds.

“NC-PEC” means non-convertible preferred equity certificates.

“New Facilities” means the New Term Loan Facility and the New Revolving Credit Facility.

“New Facilities Agreement” means the term and revolving credit facilities agreement dated October 25, 2019 entered into by Global Blue, with, inter alia, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, BNP Paribas (Suisse) S.A., J.P. Morgan Securities PLC, Morgan Stanley Bank International Limited and Royal Bank of Canada, as mandated lead arrangers, and RBC Europe Limited, as agent, and as amended and restated by the Amendment Letter.

“New Global Blue Shares” means the ordinary shares, par value CHF 0.01 per share, of New Global Blue.

“New Global Blue Warrants” means warrants that will entitle the holder thereof to purchase for $11.50 per share one New Global Blue Share in lieu of one share of FPAC Class A Common Stock (subject to adjustment in accordance with the Warrant Agreement).

“New Revolving Credit Facility” means a €100 million revolving credit facility governed by the New Facilities Agreement.

“New Term Loan Facility” means a €630 million term loan facility governed by the New Facilities Agreement.

“No Redemption Scenario” means no holder of Public Shares elects to have such shares redeemed in connection with the Business Combination.

“NYSE” means the New York Stock Exchange.

“OECD” means the Organization for Economic Co-operation and Development.

“p.p.” means percentage point(s).

“Partners Group” means Partners Group AG (or its affiliates).

“PCI DSS” means Payment Card Industry Data Security Standard.

“PIPE Investors” means the Primary PIPE Investors and the Secondary PIPE Investors.

“POS” means point-of-sale.

“price differential” means the difference in price between products in destination countries compared to international shoppers’ origin countries.

“Primary PIPE Investors” means certain third-party investors who have committed to purchase, concurrently with the Closing, 12,500,000 New Global Blue Shares for $10.00 per share or an aggregate purchase price equal to $125 million.

“Private Placement Warrants” means the Warrants sold to the Founder in a private placement in connection with the IPO.

“Prospectus” means the prospectus included in the Registration Statements on Form S-1 (Registration Nos. 333-225093 and 333-225565) filed in connection with the IPO with the SEC.

 

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“PSP(s)” means payment services provider.

“Public Shares” means shares of FPAC Class A Common Stock issued as part of the Units sold in the IPO.

“Public Stockholders” means the holders of Public Shares.

“Public Warrants” means Warrants included in Units sold in the IPO.

“redemption” means FPAC’s acquisition of Public Shares in connection with the Business Combination pursuant to the right of the holders of FPAC Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Refinancing” means the refinancing of Global Blue’s bank indebtedness under the Existing Facilities pursuant to the New Facilities Agreement.

“Relationship Agreement” means that certain agreement made in connection with transaction contemplated by the Merger Agreement, dated as of January 16, 2020, by and among Globetrotter, the Founder and New Global Blue pursuant to, and on the terms and subject to the conditions of, which such parties regulate their relationship following the Closing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secondary PIPE Investors” means the Affiliated Secondary PIPE Investors and the Strategic Secondary PIPE Investor.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Seller Parties” means Globetrotter, Cayman Holdings and the Management Sellers.

“Series A Preferred Shares” means the Series A convertible preferred shares of New Global Blue, which will be included in the Share Consideration if the holders of FPAC Class A Common Stock elect to have more than 5,000,000 shares of such stock redeemed. Pursuant to the Waiver Letter, Globetrotter committed (on behalf of itself and the Seller Parties) after closing of the Transactions to complete a cashless exchange of up to €50 million (determined based on the Exchange Rate as defined in the Merger Agreement) Series A Preferred Shares of New Global Blue for ordinary shares of New Global Blue. See “The Business Combination Proposal—The Merger Agreement.”

“Share Consideration” means the New Global Blue Shares and, if the holders of Public Shares elect to have more than 5,000,000 shares of such stock redeemed, the Series A Preferred Shares to be received by the Seller Parties pursuant to the Business Combination.

“Shareholders Agreement” means that certain agreement made in connection with the transaction contemplated by the Merger Agreement, dated as of January 16, 2020, by and among Cayman Holdings, Globetrotter, the Founder and certain persons who will be shareholders of New Global Blue pursuant to, and on the terms and subject to the conditions of, which such parties regulate their relationship with respect to each other following the Closing, in connection with New Global Blue. Among other things, and as described therein, the parties have agreed to certain lock-up transfer restrictions on such parties’ New Global Blue securities for various periods, the longest of which is up to one year from the Closing.

“Silver Lake” means Silver Lake Management Company III, L.L.C. (or its affiliates).

“SiS” means sales in store, a key performance indicator which reflects either (i) the value (including VAT) of goods purchased by the international shopper at the POS in the TFS business or (ii) the value (including VAT) of the payments made by the international shoppers at the POS in the AVPS business.

“SOP” means Global Blue’s employee share option plan.

“Southeast Asia” means Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam.

 

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“Special Meeting” means the Special Meeting of the stockholders of FPAC, to be held on             , 2020 at              a.m. eastern time, via live webcast. Stockholders will be able to attend the Special Meeting online, vote and submit their questions during the Special Meeting by visiting https://www.cstproxy.com/farpoint/2020.

“Strategic Secondary PIPE Investor” or “Ant Financial” means Antfin (Hong Kong) Holding Limited.

“Supplemental Liquidity Facility” means the supplemental liquidity facility for $75 million that Globetrotter and Cayman Holdings will make available to New Global Blue on the terms and conditions of a commitment letter and the form of loan agreement attached thereto, delivered by the Seller Parties pursuant to the Waiver Letter.

“Surrendered Shares” means the 2,500,000 shares of FPAC’s Class B Common Stock to be surrendered by the Founder to New Global Blue pursuant to the Founder Shares Surrender Agreement.

“TFS” means tax free shopping.

“TFS business” means Tax Free Shopping Technology Solutions.

“Third Party Beneficiary Rights Letter” means that certain letter agreement made in relation to the Forward Purchase Agreement, dated as of January 16, 2020, by and among the Backstop Provider, Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Enhanced L.P. and Globetrotter.

“third-party serviced” means VAT refunds conducted by TFS providers, excluding VAT refunds conducted in-house by merchants.

“Third Point” means Third Point LLC and/or its affiliates, as applicable.

“Trading Day” means any day on which the New Global Blue Shares are actually traded on the principal securities exchange or securities market on which New Global Blue Shares are then traded.

“Transaction” or “Transactions” means the transactions contemplated by the Merger Agreement and the PIPE Investment agreements to occur at or immediately prior to the Closing, including the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Units.

“Units” means Units issued in the IPO, each consisting of one share of FPAC Class A Common Stock and one-third of one Warrant.

“U.S.” means the United States of America.

“U.S. dollar,” “USD,” “US$” and “$” mean the legal currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“US Holdco” means Global Blue US Holdco LLC, a Delaware limited liability company.

“US Merger Sub” means Global Blue US Merger Sub Inc.

“VAT” means value added tax.

“Voting and Support Agreement” means that certain agreement made in connection with the transaction contemplated by the Merger Agreement, dated as of January 16, 2020, by and among FPAC, Global Blue, Globetrotter, New Global Blue, the Founder and Third Point (together with the Founder, the “FPAC Shareholders”) pursuant to, and on the terms and subject to the conditions of which, each FPAC Shareholder has unconditionally and irrevocably agreed among other things to vote its shares of FPAC (representing approximately 25% of the outstanding shares), and take certain other actions, in support of the Business Combination.

 

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“Voting Shares” means, together, the New Global Blue Shares and the Series A Preferred Shares.

“VWAP” means, for any security as of any date(s), the daily dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (with “Market” function set to “VWAP,” “Currency” function set to “USD,” and “Period” function set to “Daily”; the resulting VWAP is shown next to the “Average” label).

“Waiver Letter” means the waiver letter dated July 13, 2020 that accompanied the Final Proposal, as described in “The Business Combination Proposal—Background of the Business Combination.”

“Warrant Agreement” means that certain Warrant Agreement, dated as of June 11, 2018, between FPAC and the warrant agent named therein.

“Warrants” means warrants, under the terms of the Warrant Agreement, to purchase FPAC Class A Common Stock issued in the IPO and simultaneous private placements. Each whole warrant entitles the holder thereof to purchase one share of FPAC Class A Common Stock at a price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement) and upon the Closing will become a New Global Blue Warrant.

 

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

The parties to the Merger Agreement are FPAC, Globetrotter, New Global Blue, US Holdco, US Merger Sub, Cayman Holdings, Global Blue, the FPAC Shareholders’ Representative and the Management Representative. Pursuant to the Merger Agreement, (1) the Seller Parties will undertake a series of transactions pursuant to which they will sell, exchange and contribute the Global Blue Shares for a mix of Cash Consideration and Share Consideration; and (2) US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, will merge with and into FPAC, with FPAC being the surviving corporation in the Merger and a wholly-owned indirect subsidiary of New Global Blue following the Merger. Upon consummation of the Business Combination, including the PIPE Investment, New Global Blue will become a publicly traded corporation.

The relative amounts of the Share Consideration and the Cash Consideration will vary depending on certain circumstances. Assuming a Closing Date of March 31, 2020, no adjustments under the Merger Agreement and the No Redemption Scenario, the Cash Consideration would be approximately $965 million and the Share Consideration would represent 42.1% of New Global Blue following the Closing (which percentage does not take into account the 9,487,500 New Global Blue Shares that Globetrotter will be entitled to receive in exchange for the 9,487,500 shares of FPAC Class A Common Stock purchased by Globetrotter since May 17, 2020). See the section entitled “The Business Combination Proposal.”

Under the Merger Agreement, upon the consummation of the Merger, each share of FPAC Common Stock (except for the Surrendered Shares, and except that the Excluded Founder Shares will be exchanged for the right to receive the Contingent Shares), including those contained in Units of FPAC, will be exchanged for one New Global Blue Share, except that the holders of Public Shares shall be entitled to elect instead to have such shares redeemed and receive a pro rata portion of FPAC’s Trust Account, as provided in FPAC’s amended and restated certificate of incorporation. Additionally, each outstanding FPAC warrant will automatically become a New Global Blue Warrant that entitles the holder to purchase one New Global Blue Share in lieu of one share of FPAC Class A Common Stock.

In connection with the consummation of the Business Combination, the following will occur:

 

•

the Management Sellers will become shareholders of Global Blue through the Management Roll-Up;

 

•

the Founder will surrender the Surrendered Shares;

 

•

the Primary PIPE Investors will subscribe for and purchase 12,500,000 New Global Blue Shares from New Global Blue for $10.00 per share and an aggregate purchase price of $125.0 million;

 

•

the Secondary PIPE Investors will purchase Global Blue Shares (subject to reduction on a dollar-for-dollar basis in the case of the Affiliated Secondary PIPE Investors to the extent the Backstop is drawn) from Globetrotter and Cayman Holdings for an aggregate purchase price of up to $225.0 million and immediately contribute such Global Blue Shares to New Global Blue in exchange for the subsequent issue to such investors of up to 22,500,000 New Global Blue Shares at $10.00 per share;

 

•

the proceeds of the New Facilities Agreement will be used to repay the Existing Facilities;

 

•

prior to the Closing, the shareholders of New Global Blue will amend New Global Blue’s articles of association to be substantially in the form attached hereto as Annex B;

 

•

the Shareholders Agreement and the Relationship Agreement will become effective and the Registration Rights Agreement will be entered into; and

 

•

to the extent holders of Public Shares require FPAC to redeem more than 20,000,000 Public Shares, the Backstop Provider will, pursuant to the Backstop, purchase shares of FPAC Class A Common Stock, at $9.50 per share, for an aggregate purchase price equal to the total number of Public Shares in excess of 20,000,000 shares redeemed multiplied by $10.00. To the extent the Backstop Provider purchases shares of FPAC Class A Common Stock pursuant to the Backstop, the commitment of the Affiliated Secondary PIPE Investors will be reduced dollar-for-dollar.

 

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The following table summarizes the sources and uses for funding the Business Combination under both the No Redemption Scenario and the Maximum Redemption Scenario. The table assumes a March 31, 2020 Closing Date, no adjustment to the Share Consideration and the Cash Consideration under the Merger Agreement and an exchange rate of 1.1089 U.S. dollars per Euro. (Numbers may not foot due to rounding.)

 

		No Redemption				Maximum Redemption
		(in millions)
Sources
Trust Account		$	651.9			$	651.9
Primary PIPE			125.0				125.0
Strategic Secondary PIPE			125.0				125.0
Affiliated Secondary PIPE			100.0				—
Backstop			—				391.8
New Facilities			698.6				698.6
Global Blue Cash			45.8				45.8
Total		$	1,746.4			$	2,038.2
Uses
Cash Consideration		$	965.3			$	647.2
Redemptions(1)			—				610.0
Refinance Existing Facilities			698.6				698.6
Expenses			82.4				82.4
Total		$	1,746.4			$	2,038.2

 

 

(1)	Based on an assumed redemption value of $10.31 per share as of March 31, 2020.

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including, among other reasons:

 

•

by written consent of the GB Shareholders’ Representative and FPAC;

 

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by written notice by either FPAC or the GB Shareholders’ Representative if the Closing has not occurred on or prior to August 31, 2020;

 

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by written notice by either FPAC or the GB Shareholders’ Representative if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable;

 

•

by written notice to FPAC from the GB Shareholders’ Representative for FPAC’s uncured breach, such that the related closing condition would not be satisfied;

 

•

by written notice to the GB Shareholders’ Representative from FPAC for the uncured breach of the Seller Parties, New Global Blue, US Holdco or US Merger Sub, such that the related closing condition would not be satisfied; and

 

•

by written notice from either the GB Shareholders’ Representative or FPAC if FPAC holds its stockholder meeting to approve the Merger Agreement and the Business Combination and such approval is not obtained. See the sections entitled “The Business Combination Proposal—The Merger Agreement—Termination” and “The Business Combination Proposal—Related Agreements.”

At the consummation of the Business Combination, the number of directors of New Global Blue will be increased to nine persons, the current directors of New Global Blue will remain as directors, and Thomas W. Farley, Chief Executive Officer, President and Chairman of FPAC, will become Chairman of New Global

 

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Blue. FPAC and Globetrotter are finalizing the composition of the board of directors of New Global Blue following the Business Combination. New Global Blue and FPAC expect that the remaining unnamed directors will be considered independent directors under the rules of the NYSE.

Upon completion of the Business Combination, the current officers of Global Blue will remain officers of Global Blue and will become officers of New Global Blue, holding equivalent positions to those held by them with Global Blue. See the section entitled “Management of New Global Blue Following the Business Combination.”

Organizational Structure

The following simplified diagram illustrates the ownership structure of Global Blue and FPAC immediately prior to the consummation of the Business Combination:

 

 

 

*	Nominal assets and no operations.

 

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The following simplified diagram illustrates the ownership structure of New Global Blue immediately following the consummation of the Business Combination:

 

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

Q. Why am I receiving this proxy statement/ prospectus?		A. FPAC, Global Blue, New Global Blue and other parties have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. The Merger Agreement provides for, among other things, (a) the Merger of US Merger Sub with and into FPAC, with FPAC surviving the Merger and each of the current security holders of FPAC receiving securities of New Global Blue, and (b) the sale, exchange and contribution of 100% of the Global Blue Shares by the holders thereof for the Cash Consideration and the Share Consideration. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
Q. What is being voted on at the Special Meeting?		A. FPAC’s stockholders are being asked to vote to adopt the Merger Agreement and approve the transactions contemplated thereby. See the section entitled “The Business Combination Proposal.”
		The stockholders may also be asked to consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, FPAC would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”
		FPAC will hold the Special Meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.
		The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.
Q. Why is FPAC proposing the Business Combination?		A. FPAC was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.   FPAC completed its IPO of Units on June 14, 2018, with each Unit consisting of one share of its FPAC Class A Common Stock and one-third of one Warrant. Each whole Warrant entitles the holder to purchase one share of FPAC Class A Common Stock at a price of $11.50. FPAC also closed on the sale of the Units subject to over-allotment on June 14, 2018, raising total gross proceeds of $632,500,000. Since the IPO, FPAC’s activity has been limited to the evaluation of business combination candidates.   Global Blue serves as a strategic technology and payments partner to merchants, empowering them to capture the structural growth of international travelers shopping abroad. As discussed below the ongoing COVID-19 pandemic is having a significant negative impact on Global Blue’s financial condition, revenues and results of operations.   After careful consideration and consultation with its management and outside legal advisers, FPAC’s board of directors has determined that the Business Combination is NOT advisable or fair to, or in the best interest of, FPAC and its

 

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		stockholders. This constitutes a change from the board’s initial recommendation. In connection with FPAC’s entry into the Merger Agreement, FPAC’s board of directors had initially unanimously (i) approved the Merger Agreement and the transactions contemplated thereby, (ii) determined that the Business Combination was advisable and fair to and in the best interests of FPAC and its stockholders and (iii) recommended that FPAC’s stockholders approve the Business Combination Proposal and the Adjournment Proposal. However, after approval of the Merger Agreement, FPAC management was informed by Global Blue management that the ongoing COVID-19 pandemic was having a significant negative impact on Global Blue’s financial condition, revenues and results of operations. See “Risk Factors–Risks Relating to Global Blue—Risks Related to Global Blue’s Industry, Business and the Regulatory Environment—The COVID-19 pandemic has had a significant negative impact on Global Blue’s financial results, as experienced by the broader market, including the international travel and extra-regional shopping sectors. The effects of COVID-19 are expected to continue to have a negative impact on Global Blue’s business, results of operations and financial condition until the outbreak and health concerns subside and the related preventative measures are lifted” and “Information Related to Global Blue—Global Blue’s Business—Other Information About Global Blue.” As a result, after careful consideration and consultation with its management and outside legal advisers, FPAC’s board of directors has changed its recommendation for FPAC’s stockholders to vote against the Business Combination Proposal and the Adjournment Proposal. See “The Business Combination Proposal – FPAC’s Board of Directors’ Reasons for the Change in Recommendation to Against the Business Combination.”
Q. What will happen in the Business Combination?		A. At the Closing, US Merger Sub will merge with and into FPAC, with FPAC surviving such merger. Upon consummation of the Merger, FPAC will become a wholly-owned indirect subsidiary of New Global Blue and holders of FPAC securities will exchange their FPAC securities for securities of New Global Blue. In particular, (i) each outstanding share of FPAC Class A Common Stock (excluding shares that are redeemed by the holders) and each outstanding share of FPAC Class B Common Stock (except for the Surrendered Shares, and except that the Excluded Founder Shares will be exchanged for the right to receive the Contingent Shares) will be converted into one New Global Blue Share, and (ii) each outstanding Warrant of FPAC will become one New Global Blue Warrant that will entitle the holder thereof to purchase one New Global Blue Share in lieu of one share of FPAC Class A Common Stock. Shareholders of Global Blue will sell, exchange and contribute their Global Blue Shares for consideration consisting of the Cash Consideration and the Share Consideration, as a result of which Global Blue will become a wholly-owned subsidiary of New Global Blue.
Q. What will be the relative equity stakes of FPAC’s stockholders, the Seller Parties and the PIPE Investors in New Global Blue upon completion of the Business Combination?		A. Upon consummation of the Business Combination, New Global Blue will become a new public company and each of FPAC and Global Blue will become a wholly-owned subsidiary of New Global Blue. The former security holders of FPAC and Global Blue (including the Secondary PIPE Investors), and the Primary PIPE Investors will all become security holders of New Global Blue.

 

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		Upon consummation of the Business Combination, assuming: (i) a March 31, 2020 Closing Date, (ii) the No Redemption Scenario and (iii) no adjustments under the Merger Agreement, the Cash Consideration would be approximately $965 million, and the post-Closing share ownership of New Global Blue would be as follows:

 

 

 

		(1)   Excludes all 30,850,000 New Global Blue Warrants and 2,500,000 Contingent Shares. (2)   Includes 9,487,500 New Global Blue Shares to be received by Globetrotter in exchange for 9,487,500 shares of FPAC Class A Common Stock purchased by Globetrotter since May 17, 2020. See “Summary of the Proxy Statement/ Prospectus—Certain Market Activity.” (3)   Collectively, in the No Redemption Scenario, Third Point would beneficially own 24,692,500 New Global Blue Shares, or 13.1%, consisting of 10,000,000 shares from the PIPE Investment, 10,692,500 shares held by the Founder (as to which Third Point would have beneficial ownership, though Third Point and Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman, would each have a pecuniary interest over a portion thereof) and 4,000,000 shares to be received in exchange for 4,000,000 shares of FPAC Class A Common Stock purchased by Third Point in FPAC’s IPO. (4)   Includes 120,000 New Global Blue Shares to be received by FPAC’s independent directors. (5)   Excludes the Founder Shares; includes 4,000,000 New Global Blue Shares to be received by Third Point and 65,700 New Global Blue Shares to be received by David W. Bonanno, FPAC’s Chief Financial Officer and a director of FPAC, in exchange for shares of Class A Common Stock purchased in FPAC’s IPO. Excludes 9,487,500 New Global Blue Shares to be received by Globetrotter in exchange for 9,487,500 shares of FPAC Class A Common Stock purchased by Globetrotter since May 17, 2020. See “Summary of the Proxy Statement/ Prospectus—Certain Market Activity.”   Pursuant to FPAC’s amended and restated certificate of incorporation, in connection with the completion of the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with FPAC’s amended and restated certificate of incorporation. Payment for such redemptions will come from the Trust Account. To the extent holders of Public Shares elect to have their shares redeemed, the Cash Consideration and the Share Consideration to be paid to the shareholders of Global Blue will vary as described herein.
		To the extent holders of Public Shares require FPAC to redeem more than 20,000,000 Public Shares, the Backstop Provider will, pursuant to the Backstop, purchase shares of FPAC Class A Common Stock at $9.50 per share, for an aggregate purchase price equal to the total number of Public Shares in excess of 20,000,000 shares redeemed

 

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		multiplied by $10.00. To the extent the Backstop Provider purchases shares of FPAC Class A Common Stock pursuant to the Backstop, the commitment of the Affiliated Secondary PIPE Investors will be reduced dollar-for-dollar. The Affiliated Secondary PIPE Investors have also committed to provide equity financing to the Backstop Provider in the event that the Backstop Provider’s obligation to purchase shares of FPAC Class A Common Stock under the Backstop is triggered, and Globetrotter has third party beneficiary rights pursuant to the Third Party Beneficiary Rights Letter to specifically enforce such equity commitment as well as to specifically enforce FPAC’s rights under the Forward Purchase Agreement.
		As a result of the Business Combination, assuming (i) a March 31, 2020 Closing Date, (ii) the redemption of all Public Shares, including all 9,487,500 Public Shares purchased by Globetrotter since May 17, 2020 (see “Summary of the Proxy Statement/Prospectus—Certain Market Activity”), exclusive of the 4,000,000 shares held by Third Point and the 65,700 shares held by David Bonanno, which Third Point and Mr. Bonanno have agreed not to redeem, (iii) the Backstop is exercised and (iv) no adjustments under the Merger Agreement, the Cash Consideration would be approximately $647 million and the post-Closing share ownership of New Global Blue would be as follows:

 

 

		(1)   Excludes all 30,850,000 New Global Blue Warrants and 2,500,000 Contingent Shares. (2)   Calculated based on the number of New Global Blue Shares plus Series A Preferred Shares on an as converted basis. (3)   Collectively in the Maximum Redemption Scenario, Third Point would beneficially own 55,939,132 New Global Blue Shares, or 29.1%, consisting of 41,246,632 shares from the Backstop, 10,692,500 shares held by the Founder (as to which Third Point would have beneficial ownership, though Third Point and Thomas W. Farley would each have a pecuniary interest over a portion thereof) and 4,000,000 shares to be received in exchange for 4,000,000 shares of FPAC Class A Common Stock purchased by Third Point in FPAC’s IPO. (4)   Includes 120,000 New Global Blue Shares to be received by FPAC’s independent directors. (5)   Excludes the Founder Shares; includes 4,000,000 New Global Blue Shares to be received by Third Point and 65,700 New Global Blue Shares to be received by David W. Bonanno, in exchange for shares of Class A Common Stock purchased in FPAC’s IPO.
		(6)   Excludes the post-Closing cashless exchange of Series A Preferred Shares of New Global Blue for ordinary shares of New Global Blue. See “The Business Combination Proposal—The Merger Agreement—General Description of the Merger Agreement.” To the extent holders of Public Shares elect to redeem more than 5,000,000 Public Shares, Series A Preferred Shares of equal value to the value of the Public Shares redeemed in excess of 5,000,000 Public Shares

 

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		would be issued to the Seller Parties. Series A Preferred Shares are convertible into New Global Blue Shares on a one-to-one basis, subject to anti-dilution protections.
Q. What are the U.S. Federal income tax consequences of the Business Combination to U.S. holders of FPAC Common Stock and/or Public Warrants?		A. As described more fully under the section entitled “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations—U.S. Holders,” subject to the discussions below of FPAC Public Warrants and Section 367(a) of the Code, the surrender by FPAC stockholders of FPAC Common Stock (and, if such FPAC stockholders are also surrendering Public Warrants, of Public Warrants) and the acquisition of New Global Blue Shares by FPAC stockholders solely in exchange therefor resulting from the Merger, taken together with the related transactions, should qualify as a transfer of property to a corporation in exchange for stock qualifying for non-recognition of gain or loss under Section 351(a) of the Code. In addition, the parties expect that Section 367(a) of the Code should not cause New Global Blue to not be treated as a corporation for purposes of non-recognition of gain under Section 351(a) of the Code.   Accordingly, the expected U.S. federal income tax treatment of U.S. holders of FPAC Common Stock or Public Warrants is as follows: (1) a U.S. holder that owns only FPAC Common Stock but not Public Warrants and that exchanges such FPAC Common Stock for New Global Blue Shares in the Merger and related transactions generally should not recognize gain or loss, (2) a U.S. holder that owns only Public Warrants but not FPAC Common Stock and whose Public Warrants convert into New Global Blue Warrants should recognize gain or loss upon the conversion of Public Warrants into New Global Blue Warrants equal to the difference between the fair market value of the New Global Blue Warrants received and such U.S. holder’s adjusted tax basis in such U.S. holder’s Public Warrants, and (3) a U.S. holder that receives New Global Blue Shares and whose Public Warrants convert into New Global Blue Warrants in the Merger and related transactions should recognize gain (if any) with respect to the shares of FPAC Common Stock and Public Warrants held immediately prior to the Merger in an amount equal to the lesser of (i) the excess (if any) of the fair market value of the New Global Blue Shares and New Global Blue Warrants received over such U.S. holder’s tax basis in the FPAC Common Stock and Public Warrants or (ii) the fair market value of the New Global Blue Warrants received. Any loss realized by a U.S. holder would not be recognized.
		If the surrender by FPAC stockholders of FPAC Common Stock (and, if such FPAC stockholders are also surrendering Public Warrants, of Public Warrants) and the acquisition of New Global Blue Shares by FPAC stockholders in exchange therefor resulting from the Merger, together with the related transactions, is not treated as a transfer of property to a corporation in exchange for stock qualifying for non- recognition of gain or loss under Section 351(a) of the Code or is treated as a transfer described in Section 351(a) of the Code but it is determined that Section 367(a) of the Code applies to the transfer of FPAC Common Stock (and, if such FPAC stockholders are also surrendering Public Warrants, of Public Warrants), then a U.S. holder would generally recognize gain, if any, in an amount equal to the excess of (i) the fair market value of the New Global Blue Shares (and if such U.S. holder is also surrendering Public Warrants, New Global Blue Warrants) received over (ii) such U.S. holder’s adjusted tax basis in such FPAC Common Stock (and Public Warrants, if any). This could result in a U.S. holder of FPAC Common Stock (and Public Warrants, if any) recognizing a greater amount of gain for U.S. federal income tax purposes than such holder would have recognized if Section 351(a) of the Code applied or Section 367(a) of the Code did not apply.

 

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		The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations.”
Q. What are the U.S. federal income tax consequences of exercising my redemption rights?		A. The receipt of cash by a U.S. holder of FPAC Common Stock in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Redemption of FPAC Common Stock” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q. What conditions must be satisfied to complete the Business Combination?		A. There are a number of closing conditions to the Business Combination, including, but not limited to, the following:   •  the adoption of the Merger Agreement and the approval of the transactions contemplated thereby and related matters by the requisite vote of FPAC’s stockholders;   •  obtaining requisite regulatory approvals and specified third party consents;   •  no law or order preventing or prohibiting the transactions contemplated by the Merger Agreement;   •  the New Global Blue Shares to be issued in connection with the transactions having been approved for listing on the NYSE, subject only to official notice of issuance thereof;   •  the articles of association of New Global Blue having been amended in their entirety substantially in the form attached hereto as Annex B;   •  the effectiveness of the registration statement of which this proxy statement/prospectus forms a part; and   •  no Material Adverse Effect, (as defined in the Merger Agreement), with respect to Global Blue shall have occurred subsequent to the execution of the Merger Agreement.   For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Merger Agreement.”
Q. How many votes do I have at the Special Meeting?		A. FPAC stockholders are entitled to one vote at the Special Meeting for each share of FPAC Common Stock held of record as of July 24, 2020, the record date for the Special Meeting (the “record date”). As of the close of business on the record date, there were 79,062,500 shares of FPAC Common Stock outstanding. This includes 63,250,000 shares of FPAC Class A Common Stock and 15,812,500 shares of FPAC Class B Common Stock.
Q. What vote is required to approve the proposals presented at the Special Meeting?		A. The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of FPAC Common Stock entitled to vote. The approval of the Adjournment Proposal, if presented, will require the affirmative vote of a majority of the votes cast by holders of shares of FPAC Common Stock present and entitled to vote at the Special Meeting. A stockholder’s failure to vote by proxy or to vote by means of remote communication at the Special Meeting will have the same effect as voting “AGAINST” the Business Combination Proposal; but, assuming a quorum is established, will have no effect on the Adjournment Proposal.

 

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Q. What constitutes a quorum at the Special Meeting?		A. Holders of a majority in voting power of FPAC Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting, and FPAC is required to do so under the Merger Agreement. As of the record date, 39,531,251 shares of FPAC Common Stock would be required to achieve a quorum.
Q. How do the insiders of FPAC intend to vote on the proposals?		A. The Founder, the officers and directors of FPAC, and Third Point beneficially own and are entitled to vote an aggregate of approximately 25% of the outstanding shares of FPAC’s Common Stock. These parties are required by certain agreements to vote their securities in favor of the Business Combination Proposal, and in favor of the Adjournment Proposal, if presented at the meeting. These agreements are not altered by the FPAC board’s recommendation AGAINST the Business Combination Proposal and the Adjournment Proposal.
Q. Do I have redemption rights?		A. Yes. Pursuant to FPAC’s amended and restated certificate of incorporation, in connection with the completion of the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with FPAC’s amended and restated certificate of incorporation. For illustrative purposes, as of March 31, 2020, this would have amounted to approximately $10.31 per share. If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to FPAC’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of FPAC Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Q. Will how I vote affect my ability to exercise redemption rights?		A. No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST” the Business Combination Proposal or the Adjournment Proposal. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.
Q. How do I exercise my redemption rights?		If you are a Public Stockholder and wish to exercise your right to have your Public Shares redeemed, you must:
		•  submit a written request to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, in which you (i) request that FPAC redeem all or a portion of your Public Shares for cash and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and
		•  deliver your Public Shares to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
		Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., eastern time, on                     , 2020 (two (2) business days before the Special Meeting) in order for their shares to be redeemed.

 

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		The address of Continental Stock Transfer & Trust Company, FPAC’s transfer agent, is listed under the question “Who can help answer my questions?” below.
		Holders of Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, FPAC’s transfer agent, directly and instruct them to do so.
		Public shareholders will be entitled to request that their Public Shares be redeemed for a pro rata portion of the amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to FPAC (net of taxes payable). For illustrative purposes, as of March 31, 2020, this would have amounted to approximately $10.31 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of FPAC’s creditors, if any, which would have priority over the claims of FPAC’s Public Stockholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Public Stockholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.
		A holder of Public Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate Public Shares redeemed without the consent of FPAC.
		Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting, but only with the consent of FPAC. If you deliver your shares for redemption to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, and later decide prior to the Special Meeting not to elect redemption, you may request that FPAC consent to FPAC’s transfer agent returning the shares (physically or electronically) to you. You may make such request by contacting Continental Stock Transfer & Trust Company at the phone number or address listed under the question “Who can help answer my questions?” below.
		Any corrected or changed written exercise of redemption rights must be received by Continental Stock Transfer & Trust Company, FPAC’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Special Meeting. No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company, at least two business days prior to the vote at the Special Meeting.
		If you exercise your redemption rights, then you will be exchanging your shares of FPAC Common Stock for cash and will not be entitled to New Global Blue Shares upon consummation of the Business Combination.
		If you are a holder of Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Warrants that you may hold.

 

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Q. If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?		A. No. The holders of Warrants have no redemption rights with respect to such securities.
Q. If I am a Unit holder, can I exercise redemption rights with respect to my Units?		A. No. Holders of outstanding Units must separate the underlying shares of FPAC Common Stock and Public Warrants prior to exercising redemption rights with respect to the Public Shares.   If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.
		If a broker, bank, or other nominee holds your Units, you must instruct such broker, bank or nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, FPAC’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of the number of Public Shares and Public Warrants represented by such Units. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Q. Do I have appraisal rights if I object to the proposed Business Combination?		A. No. Neither FPAC stockholders nor its unit holders or warrant holders have appraisal rights in connection with the Business Combination under the DGCL.
Q. I am an FPAC warrant holder. Why am I receiving this proxy statement/prospectus?		A. As a holder of FPAC Warrants, which will become New Global Blue Warrants, you will be entitled to purchase one New Global Blue Share in lieu of one share of FPAC Class A Common Stock at a purchase price of $11.50 upon consummation of the Business Combination. This proxy statement/prospectus includes important information about New Global Blue and the business of New Global Blue and its subsidiaries following consummation of the Business Combination. Since holders of FPAC Warrants will become holders of New Global Blue Warrants and may become holders of New Global Blue Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

 

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Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?		A. Of the net proceeds of FPAC’s IPO (including the net proceeds of the underwriters’ exercise of their over-allotment option) and simultaneous private placements, a total of $632,500,000 were placed in the Trust Account immediately following the IPO. After consummation of the Business Combination, the funds in the Trust Account will be released to New Global Blue and used by New Global Blue to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Global Blue (including fees of an aggregate of approximately $20,737,500 million to certain underwriters in connection with the IPO) and for expenses related to prior proposed business combinations that were not consummated.
Q. What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?		A. FPAC’s Public Stockholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemption by Public Stockholders. FPAC’s amended and restated certificate of incorporation provides that the Business Combination will not be consummated if, upon the consummation of the Business Combination, FPAC does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that FPAC will be required to pay to redeeming stockholders upon consummation of the Business Combination. However, Third Point and David Bonanno have agreed not to redeem 4,000,000 and 65,700 shares, respectively, and the Backstop Provider has agreed to purchase and subscribe for shares of FPAC Class A Common Stock in the event the number of redeemed shares exceeds 20,000,000. As a result, the foregoing condition in the amended and restated certificate of incorporation of FPAC will be met. Nonetheless, in the event of significant redemptions, with fewer Public Shares and Public Stockholders, the trading market for New Global Blue Shares may be less liquid than the market for shares of FPAC Common Stock was prior to the Merger. In addition, in the event of significant redemptions, New Global Blue may not be able to meet the listing standards for the NYSE. It is a condition to consummation of the Business Combination in the Merger Agreement that the New Global Blue Shares to be issued in connection with the Business Combination will have been approved for listing on the NYSE, subject only to official notice of issuance thereof. New Global Blue, the Company, the Seller Parties and FPAC have certain obligations in the Merger Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying the NYSE listing condition. Unless waived in accordance with the Merger Agreement, if the NYSE listing condition in the Merger Agreement is not met, the Business Combination will not be consummated.
Q. What happens if the Business Combination is not consummated?		A. If FPAC does not complete the Business Combination with Global Blue (or another Initial Business Combination) by September 14, 2020, FPAC must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (approximately $10.31 per share as of March 31, 2020).
Q. When do you expect the Business Combination to be completed?		A. The Business Combination will be consummated promptly following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Merger Agreement, including the approval of the Business Combination Proposal by the holders of FPAC Common Stock. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Merger Agreement—Conditions to Closing.”

 

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Q. What do I need to do now?		A. FPAC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of FPAC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q. How do I vote?		A. If you are a holder of record of FPAC Common Stock on the record date, you may vote remotely at the Special Meeting or by submitting a proxy for the Special Meeting. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/farpoint/2020 and entering the control number on your proxy card. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote remotely, obtain a proxy from your broker, bank or nominee and a control number from Continental Stock Transfer and Trust Company, available once you have received your proxy by emailing proxy@continentalstock.com.
Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?		A. No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Failure to instruct your broker, bank or nominee on how to vote will have the same effect as a vote “AGAINST” the Business Combination Proposal, but will not affect the Adjournment Proposal.
Q. May I change my vote after I have mailed my signed proxy card?		A. Yes. Stockholders may send a later-dated, signed proxy card to FPAC’s Chief Executive Officer at the address set forth below so that it is received by FPAC’s Chief Executive Officer prior to the vote at the Special Meeting or attend the Special Meeting by visiting https://www.cstproxy.com/farpoint/2020, entering the control number on your proxy card and voting. Stockholders also may revoke their proxy by sending a notice of revocation to FPAC’s Chief Executive Officer, which must be received by FPAC’s Chief Executive Officer prior to the vote at the Special Meeting.
Q. What happens if I fail to take any action with respect to the Special Meeting?		A. If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a shareholder and/or warrant holder of New Global Blue. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of FPAC.
Q. What should I do if I receive more than one set of voting materials?		A. Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FPAC Common Stock.

 

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Q. What happens if I sell my FPAC Common Stock before the Special Meeting?		A. The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your shares after the applicable record date, but before the Special Meeting date, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting.
Q. Who can help answer my questions?		A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact FPAC’s proxy solicitor as follows:
		Morrow Sodali LLC 470 West Avenue Stamford, Connecticut 06902 Individuals call toll-free: (800) 662-5200 Banks and Brokerage Firms, please call (203) 658-9400 FPAC.info@investor.morrowsodali.com
		Questions can also be directed to Global Blue’s Information Agent:   Okapi Partners LLC 1212 Avenue of the Americas, 24th Floor New York, NY 10036 +1 (212) 297 0720 Toll Free: (888) 785 6668 info@okapipartners.com
		You may also obtain additional information about FPAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your stock (either physically or electronically) to FPAC’s transfer agent at the address below at least two (2) business days prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock for redemption, please contact FPAC’s transfer agent as follows:
		Continental Stock Transfer & Trust Company Attention: Mark Zimkind 1 State Street, 30th Floor New York, New York 10004 mzimkind@continentalstock.com

 

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