SecProbe.io

CORRESP
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 PURPLE INNOVATION, INC.

 May 28, 2025

 VIA EDGAR

 United States

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Purple
Innovation, Inc.-Registration Statement on Form S-3 (File No. 333-287560)

 Ladies and Gentlemen:

 In accordance with Rule 461 under
the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3
(File No. 333-287560) (the "Registration Statement") of Purple Innovation, Inc. (the "Company"). We respectfully
request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on May 30, 2025, or as soon as practicable
thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey &
Whitney LLP, by calling Nolan Taylor at (801) 933-7366.

 Very truly yours,

 PURPLE INNOVATION, INC.

 /s/ Todd E. Vogensen

 Name: Todd E. Vogensen

 Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Robert T. DeMartini
Chief Executive Officer
Purple Innovation, Inc.
4100 North Chapel Ridge Road, Suite 200
Lehi, UT 84043

 Re: Purple Innovation, Inc.
 Registration Statement on Form S-3
 Filed May 23, 2025
 File No. 333-287560
Dear Robert T. DeMartini:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Dan Lyman
</TEXT>
</DOCUMENT>

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PURPLE INNOVATION, INC.

May 31, 2024

VIA EDGAR

United States

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       Purple
Innovation, Inc.—Registration Statement on Form S-3 (File No. 333-278143)

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3
(File No. 333-278143) (as amended, the “Registration Statement”) of Purple Innovation, Inc. (the “Company”). We
respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on June 4, 2024, or as soon
as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Dorsey & Whitney LLP, by calling Nolan Taylor at (801) 933-7366.

Very truly yours,

PURPLE INNOVATION, INC.

/s/ Tricia McDermott

Name: Tricia McDermott

Title: Chief Legal Officer

United States securities and exchange commission logo
March 25, 2024
Tricia McDermott
Chief Legal Officer
Purple Innovation, Inc.
4100 North Chapel Ridge Road, Suite 200
Lehi, UT 84043
Re:Purple Innovation, Inc.
Registration Statement on Form S-3
Filed on March 21, 2024
File No. 333-278143
Dear Tricia McDermott:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 PURPLE INNOVATION, INC.

January 27, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-269005)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-269005) (as amended, the “Registration Statement”) of Purple Innovation, Inc. (the “Company”).
We respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on January 30, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Dorsey & Whitney LLP, by calling Nolan Taylor at (801) 933-7366.

Very truly yours,

 PURPLE INNOVATION, INC.

 /s/ Casey K. McGarvey

 Casey K. McGarvey

 Chief Legal Officer

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CORRESP

 PURPLE INNOVATION, INC.

January 27, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:    Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-269005)

 Ladies and Gentlemen:

Purple Innovation, Inc. respectfully withdraws its request for acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-269005), set forth in a letter dated January 26, 2023 from Purple Innovation, Inc.

If you should have any questions regarding this request, please do not hesitate to contact our counsel, Dorsey & Whitney LLP, by
calling Nolan Taylor at (801) 933-7366.

 Very truly yours,

PURPLE INNOVATION, INC.

/s/ Casey K. McGarvey

Casey K. McGarvey

Chief Legal Officer

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CORRESP

 PURPLE INNOVATION, INC.

January 26, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-269005)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-269005) (as amended, the “Registration Statement”) of Purple Innovation, Inc. (the “Company”).
We respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on January 30, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Dorsey & Whitney LLP, by calling Nolan Taylor at (801) 933-7366.

Very truly yours,

PURPLE INNOVATION, INC.

 /s/ Casey K. McGarvey

Casey K. McGarvey

Chief Legal Officer

United States securities and exchange commission logo
January 3, 2023
Casey McGarvey
Chief Legal Officer
Purple Innovation, Inc.
4100 North Chapel Ridge Road, Suite 200
Lehi, Utah 84043
Re:Purple Innovation, Inc.
Registration Statement on Form S-3
Filed on December 27, 2022
File No. 333-269005
Dear Casey McGarvey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 PURPLE INNOVATION, INC.

March 22, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:    Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-263621)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-263621) (as amended, the “Registration Statement”) of Purple Innovation, Inc. (the “Company”).
We respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on March 24, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Dorsey & Whitney LLP, by calling Nolan Taylor at (801) 933-7366.

Very truly yours,

PURPLE INNOVATION, INC.

 /s/ Casey K. McGarvey

Casey K. McGarvey

Chief Legal Officer

United States securities and exchange commission logo
March 21, 2022
Casey McGarvey
Chief Legal Officer
Purple Innovation, Inc.
4100 North Chapel Ridge Road, Suite 200
Lehi, Utah 84043
Re:Purple Innovation, Inc.
Registration Statement on Form S-3
Filed March 16, 2022
File No. 333-263621
Dear Mr. McGarvey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Nolan Taylor

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Company Acceleration Request

 PURPLE INNOVATION, INC.

September 8, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-248507)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-248507) (as amended, the “Registration Statement”) of Purple Innovation, Inc. (the “Company”).
We respectfully request that the Registration Statement be declared effective as of 5:30 p.m., Eastern Time, on September 9, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Dorsey & Whitney LLP, by calling David Marx at (801) 933-7363.

 Very
truly yours,

 PURPLE INNOVATION, INC.

 /s/ Craig L. Phillips

Craig L. Phillips

Chief Financial Officer

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Company Acceleration Withdrawal

 PURPLE INNOVATION, INC.

September 8, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-248507)

 Ladies and Gentlemen:

Purple Innovation, Inc. respectfully withdraws its request for acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-248507), set forth in a letter dated September 4, 2020 from Purple Innovation, Inc.

If you should have any questions regarding this request, please do not hesitate to contact our counsel, Dorsey & Whitney LLP, by
calling David Marx at (801) 933-7363.

 Very truly yours,

PURPLE INNOVATION, INC.

 /s/ Craig L. Phillips

 Craig L. Phillips

 Chief Financial
Officer

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Company Acceleration Request

 PURPLE INNOVATION, INC.

September 4, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-248507)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-248507) (as amended, the “Registration Statement”) of Purple Innovation, Inc. (the “Company”).
We respectfully request that the Registration Statement be declared effective as of 6:00 p.m., Eastern Time, on September 9, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Dorsey & Whitney LLP, by calling David Marx at (801) 933-7363.

 Very truly yours,

PURPLE INNOVATION, INC.

/s/ Craig L. Phillips

 Craig L. Phillips

 Chief Financial
Officer

United States securities and exchange commission logo
September 4, 2020
Casey McGarvey
Chief Legal Officer
Purple Innovation, Inc.
4100 North Chapel Ridge Road, Suite 200
Lehi, Utah 84043
Re:Purple Innovation, Inc.
Registration Statement on Form S-3
Filed August 31, 2020
File No. 333-248507
Dear Mr. McGarvey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Company Acceleration Request

 PURPLE INNOVATION, INC.

May 14, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-237045)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-237045) (as amended, the “Registration Statement”) of Purple Innovation, Inc. (the “Company”).
We respectfully request that the Registration Statement be declared effective as of 5:30 p.m., Eastern time, on May 14, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Dorsey & Whitney LLP, by calling David Marx at (801) 933-7363.

 Very
truly yours,

 PURPLE INNOVATION, INC.

/s/ Craig L. Phillips

 Craig L. Phillips

 Chief Financial Officer

CORRESP
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Company Acceleration Request

 PURPLE INNOVATION, INC.

May 12, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-237045)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-237045) (as amended, the “Registration Statement”) of Purple Innovation, Inc. (the “Company”).
We respectfully request that the Registration Statement be declared effective as of 4:15 p.m., Eastern time, on May 14, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Dorsey & Whitney LLP, by calling David Marx at (801) 933-7363.

 Very truly yours,

PURPLE INNOVATION, INC.

 /s/ Craig L. Phillips

 Craig L. Phillips

 Chief Financial
Officer

March 13, 2020
Casey McGarvey
Chief Legal Officer
Purple Innovation, Inc.
4100 North Chapel Ridge Road, Suite 200
Lehi, Utah 84043
Re:Purple Innovation, Inc.
Form S-3
FIled March 10, 2020
File No. 333-237045
Dear Mr. McGarvey :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 Via EDGAR Submission

November 6, 2019

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc. (the “Company”)

 Registration Statement on Form S-3 (File
No. 333-234186)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:30 p.m. (ET) on
November 8, 2019, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the
Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as
many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

As Representatives of the several Underwriters

 BOFA
SECURITIES, INC.

By:

 /s/ Sam Orme

Name:

Sam Orme

Title:

Managing Director

 OPPENHEIMER & CO. INC.

By:

 /s/ Angie Pham

Name:

Angie Pham

Title:

Managing Director

 [Signature Page to Acceleration Request]

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CORRESP

 November 6, 2019

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Purple Innovation, Inc.—Registration Statement on Form S-3
(File No. 333-234186)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (File No. 333-234186) (the “Registration Statement”) of Purple Innovation, Inc. (the “Company”). We
respectfully request that the Registration Statement be declared effective as of 4:30 p.m., Eastern time, on November 8, 2019, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Dorsey & Whitney LLP, by calling Dan Lyman at (801) 933-4028.

Very truly yours,

PURPLE INNOVATION, INC.

 /s/ Craig L. Phillips

Craig L. Phillips

Chief Financial Officer

October 17, 2019
Casey McGarvey
Chief Legal Officer
Purple Innovation, Inc.
123 East 200 North
Alpine, Utah 84004
Re:Purple Innovation, Inc.
Registration Statement on Form S-3
Filed October 11, 2019
File No. 333-234186
Dear Mr. McGarvey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate McHale at (202) 551-3464 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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PURPLE INNOVATION, INC.

May 15, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       Purple
Innovation, Inc.—Registration Statement on Form S-3 (File No. 333-230522)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No.
333-230522) (the “Registration Statement”) of Purple Innovation, Inc. (the “Company”). We respectfully
request that the Registration Statement be declared effective as of 4:00 p.m., Eastern time, on May 17, 2019, or as soon as practicable
thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey
& Whitney LLP, by calling Michael Newton at (801) 933-4037.

Very truly yours,

    PURPLE INNOVATION, INC.

    /s/ Craig L. Phillips

    Craig L. Phillips

    Interim Chief Financial Officer

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PURPLE INNOVATION, INC.

May 15, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       Purple
Innovation, Inc.—Registration Statement on Form S-3 (File No. 333-230521)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No.
333-230521) (the “Registration Statement”) of Purple Innovation, Inc. (the “Company”). We respectfully
request that the Registration Statement be declared effective as of 4:00 p.m., Eastern time, on May 17, 2019, or as soon as practicable
thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey
& Whitney LLP, by calling Michael Newton at (801) 933-4037.

Very truly yours,

    PURPLE INNOVATION, INC.

    /s/ Craig L. Phillips

    Craig L. Phillips

    Interim Chief Financial Officer

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Joseph
B. Megibow

Chief
Executive Officer

Purple
Innovation, Inc.

123
East 200 North

Alpine,
Utah 84004

May
3, 2019

VIA
EDGAR

Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Mr. Jay Ingram and Mr. Sergio Chinos

 Re: Purple
                                         Innovation, Inc.

                                         Registration Statement on Form S-3

                                         Filed March 26, 2019

                                         File No. 333-230522

Dear
Mr. Ingram and Mr. Chinos:

We
are in receipt of the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter dated April 17, 2019 (the “SEC
Comment Letter”) regarding the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”) filed by Purple Innovation, Inc. (the “Company”). The numbered responses set
forth below contain each of the Staff’s comments in total set off in bold type and correspond to the numbered comments contained
in the SEC Comment Letter.

Concurrently
herewith, we are filing Amendment No. 1 to the registration statement on Form S-3 (the “Public Filing”).
The changes made in the Public Filing are in response to certain of the Staff’s comments as set forth in the SEC Comment
Letter.

Securities and Exchange Commission

May 3, 2019

Page 2

Form
S-3 filed March 26, 2019

General:

 1. We
                                         note that there is no established public trading market for your warrants and that you
                                         do not intend to apply for listing of the warrants on any national securities exchange
                                         or recognized trading system. Please revise your prospectus to disclose a fixed price
                                         at which the selling warrantholders will be reselling the warrants. Please refer to Item
                                         501(b)(3) of Regulation S-K.

Response
to Comment No. 1:

We
acknowledge the Commission’s request that we revise the prospectus contained in the Registration Statement to disclose a
fixed price at which the Selling Warrantholders will be reselling the warrants. However, the Company respectfully advises the
Staff that Instruction 2 to Item 501(b)(3) of Regulation S-K provides that “if it is impracticable to state the price to
the public” the issuer must “explain the method by which the price is to be determined.” Because the Warrants
may be resold to the public by the Selling Warrantholders at various times and in various manners, it is impracticable for the
Company to state in the Registration Statement the price that such Warrants will be sold to the public.

The
Company respectfully advises the Staff that the outside cover page to the prospectus contained in the Registration Statement,
as originally filed, contains the following disclosure:

“The
Selling Stockholders and the Selling Warrantholders may sell the shares of Class A Common Stock and the Warrants, respectively,
covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling
Stockholders and the Selling Warrantholders may sell the shares of Class A Common Stock and the Warrants in the section entitled
‘Plan of Distribution.’”

The
section entitled “Plan of Distribution” explains that the Warrants covered by the prospectus contained in the Registration
Statement may be resold from time to time by the holders thereof “on one or more exchanges or in the over-the-counter market
or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated
transactions.”

Notwithstanding
the foregoing, the Company respectfully advises the Staff that the Company has updated the disclosure on the cover page of the
prospectus contained in the Registration Statement to more prominently disclose that the price at which the warrants may be resold
is uncertain and will be determined as described in the sections entitled “Determination of Offering Price” and “Plan
of Distribution.” The Company has also revised the sections entitled “Determination of Offering Price” and “Plan
of Distribution” to clarify that the price at which the warrants may be resold will depend on the manner of such resale,
though in any event such price will likely be derived from the market price of the underlying Class A Common Stock.

Securities and Exchange Commission

May 3, 2019

Page 3

Risk
Factors

The
exclusive jurisdiction and choice of law clauses set forth in the Warrants…, page 5

 2. Please
                                         disclose whether the forum selection provision in the warrant agreement applies to actions
                                         arising under the Securities Act or Exchange Act.

Response
to Comment No. 2:

The
Company respectfully advises the Staff that the Company has updated the disclosure on page 6 of the prospectus contained in
the Registration Statement in response to the Staff’s comment.

Provisions
in our Second Amended and Restated Certificate of Incorporation…, page 31

 3. We
                                         note that your forum selection provision identifies the Court of Chancery of the State
                                         of Delaware as the exclusive forum for certain litigation, including any “derivative
                                         action,” subject to certain exceptions, such as for claims vested in the exclusive
                                         jurisdiction of a court other than the Court of Chancery. Please disclose whether this
                                         provision applies to actions arising under the Securities Act or Exchange Act. In that
                                         regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
                                         over all suits brought to enforce any duty or liability created by the Exchange Act or
                                         the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
                                         jurisdiction for federal and state courts over all suits brought to enforce any duty
                                         or liability created by the Securities Act or the rules and regulations thereunder. If
                                         the provision applies to Securities Act claims, please also revise your prospectus to
                                         state that there is uncertainty as to whether a court would enforce such provision and
                                         that stockholders will not be deemed to have waived the company’s compliance with
                                         the federal securities laws and the rules and regulations thereunder.

Response
to Comment No. 3:

The
Company respectfully advises the Staff that the Company has updated the disclosure on page 29 of the prospectus contained in
the Registration Statement in response to the Staff’s comment.

*
* *

Securities and Exchange Commission

May 3, 2019

Page 4

Please
contact the Company’s counsel, Nolan S. Taylor, of Dorsey & Whitney LLP, at (801) 933-7366 if you have any questions
with respect to this letter.

    Very truly yours,

    PURPLE INNOVATION, INC.

    /s/ JOSEPH B. MEGIBOW

    Joseph B. Megibow

    Chief Executive Officer

 cc: Nolan
                                         S. Taylor

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Joseph B. Megibow

Chief Executive Officer

Purple Innovation, Inc.

123 East 200 North

Alpine, Utah 84004

May 3, 2019

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Jay Ingram and Mr. Sergio Chinos

 Re: Purple Innovation, Inc.

Registration Statement on Form S-3

Filed March 26, 2019

File No. 333-230521

Dear Mr. Ingram and Mr. Chinos:

We are in receipt of the comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the Staff’s letter dated April 17, 2019 (the “SEC Comment Letter”) regarding the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”) filed by Purple Innovation, Inc. (the
“Company”). The numbered responses set forth below contain each of the Staff’s comments in total
set off in bold type and correspond to the numbered comments contained in the SEC Comment Letter.

Concurrently herewith, we are filing Amendment
No. 1 to the registration statement on Form S-3 (the “Public Filing”). The changes made in the Public
Filing are in response to certain of the Staff’s comments as set forth in the SEC Comment Letter.

Securities and Exchange Commission

May 3, 2019

Page 2

Form S-3 filed March 26, 2019

General:

 1. We note your registration statement covers the offer and sale of Class A Common Stock issuable in exchange for “Paired
Securities.” Because the “Paired Securities” were issued privately and appear to be immediately exchangeable
for Class A Common Stock, we believe that you may have commenced this transaction privately, on or about February 2, 2018, when
you completed the merger Agreement with then owners of Purple Innovation, LLC. Please note that a transaction commenced privately
cannot be converted to a registered offering. Please refer to Securities Act Sections Compliance and Disclosure Interpretations
Questions 103.04 and 134.02.

Response to Comment No. 1:

The Company acknowledges that a transaction
commenced privately cannot be converted to a registered offering. As described in Securities Act Sections Compliance and Disclosure
Interpretations Question 103.04 (“C&DI 103.04”), the offer and sale of a convertible security that
is exercisable within one year is deemed to be an offering of both such convertible security and the underlying security. Therefore,
the securities underlying an immediately exercisable convertible security must be registered at the time the offer and sale of
the convertible security is registered. However, C&DI 103.04 also explains that if the convertible security is not exercisable
within one year, the issuer may choose not to register the underlying security at the time of registering the convertible security,
provided that the underlying security is registered no later than the date the convertible security becomes exercisable.

The Company respectfully advises the Staff
that the Paired Securities are subject to the terms of an Exchange Agreement, included as Exhibit 4.2 to the Registration Statement,
which provides that the Paired Securities could not be exchanged until after the one-year anniversary of the issuance of the Paired
Securities. Such period expired on February 2, 2019. However, since that date the Company and the holders of the Paired Securities
have agreed that the holders would not exchange any Paired Securities until the Company and the holders of the Paired Securities
resolved certain questions regarding (a) the tax treatment of the exchange of Paired Securities and (b) the ability of the Company
to (i) register the issuance of underlying shares of Class A Common Stock issuable upon an exchange or (ii) qualify such an exchange
for an exemption from registration. Such questions had not been resolved at the time the Registration Statement was filed. Therefore,
the Paired Securities were not yet exchangeable at the time the Registration Statement was filed.

Because the Paired Securities were, by their
terms, not exchangeable within one year of their issuance, the Company believes that there was no “offering” of the
underlying shares of Class A Common Stock at the time of the private issuance of the Paired Securities. In addition, because the
Company and the holders of the Paired Securities have agreed that the Paired Securities shall not be exercised until certain outstanding
questions have been resolved, the Company believes that the registration of the shares of Class A Common Stock issuable upon the
exchange of Paired Securities is permitted, as described in C&DI 103.04.

The Company respectfully advises the Staff
that the Company has updated the outside cover page of the prospectus contained in the Registration Statement to disclose that
the Paired Securities were not exchangeable for one year after the date of issuance pursuant to the terms of the Exchange Agreement.

Securities and Exchange Commission

May 3, 2019

Page 3

Risk Factors

Provisions in our Second Amended and
Restated Certificate of Incorporation…, page 29

 2. We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum
for certain litigation, including any “derivative action,” subject to certain exceptions, such as for claims vested
in the exclusive jurisdiction of a court other than the Court of Chancery. Please disclose whether this provision applies to actions
arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought
to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies
to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce
such provision and that stockholders will not be deemed to have waived the company’s compliance with the federal securities
laws and the rules and regulations thereunder.

Response to Comment No. 2:

The Company respectfully advises the Staff
that the Company has updated the disclosure on page 27 of the prospectus contained in the Registration Statement in response
to the Staff’s comment.

* * *

Securities and Exchange Commission

May 3, 2019

Page 4

Please contact the Company’s counsel,
Nolan S. Taylor, of Dorsey & Whitney LLP, at (801) 933-7366 if you have any questions with respect to this letter.

    Very truly yours,

    PURPLE INNOVATION, INC.

    /s/ JOSEPH B. MEGIBOW

    Joseph B. Megibow

    Chief Executive Officer

 cc: Nolan
                                         S. Taylor

April 17, 2019
Joseph B. Megibow
Chief Executive Officer
Purple Innovation, Inc.
123 East 200 North
Alpine, Utah 84004
Re:Purple Innovation, Inc.
Registration Statement on Form S-3
Filed March 26, 2019
File No. 333-230522
Dear Mr. Megibow:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed March 26, 2019
General
1.We note that there is no established public trading market for your warrants and that you
do not intend to apply for listing of the warrants on any national securities exchange or
recognized trading system.  Please revise your prospectus to disclose a fixed price at
which the selling warrantholders will be reselling the warrants.  Please refer to Item
501(b)(3) of Regulation S-K.
Risk Factors
The exclusive jurisdiction and choice of law clauses set forth in the Warrants..., page 5
2.Please disclose whether the forum selection provision in the warrant agreement applies to
actions arising under the Securities Act or Exchange Act.

 FirstName LastNameJoseph B. Megibow
 Comapany NamePurple Innovation, Inc.
 April 17, 2019 Page 2
 FirstName LastName
Joseph B. Megibow
Purple Innovation, Inc.
April 17, 2019
Page 2
Provisions in our Second Amended and Restated Certificate of Incorporation..., page 31
3.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action,” subject to certain exceptions, such as for claims vested in the exclusive
jurisdiction of a court other than the Court of Chancery.  Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act.  In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws and the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Nolan Taylor

CORRESP
1
filename1.htm

PURPLE INNOVATION, INC.

March 30, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Edward Kelly

Re:  Purple Innovation, Inc.—Registration Statement on Form S-3 (File No. 333-223030)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No.
333-223030) (the “Registration Statement”) of Purple Innovation, Inc. (the “Company”). We respectfully
request that the Registration Statement be declared effective as of 4:00 p.m., Eastern time, on April 3, 2018, or as soon as practicable
thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey
& Whitney LLP, by calling Michael Newton at (801) 933-4037.

    Very truly yours,

    PURPLE INNOVATION, INC.

    /s/ Mark Watkins

    Mark Watkins

    Chief Financial Officer

Mail Stop 4631

February 27, 2018

Casey K. McGarvey
Chief Legal Officer
Purple Innovation, Inc.
123 East 200 North
Alpine Utah, 84004

Re: Purple Innovation, Inc.
  Registration Statement on Form S-3
Filed  February 14, 2018
  File No.  333-223030

Dear Mr. McGarvey :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We note that you have submitted a confidential treatment request with respect to an
exhibit filed on February 14, 2018 with your Form 8 -K/A, which has been incorporated
by reference into this registration stateme nt.  Please be advised that we will not be in a
position to declare your registration statement effective until all outstanding comments, if
any, on your request for confidential treatment have been cleared.

We remind you that the company and its manageme nt are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Casey K. McGarvey
Purple Innovation, Inc.
February 27, 2018
Page 2

 Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Sergio Chinos, Staff Attorney , at (202) 551 -7844  or me at (202) 551 -3754
with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

 Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Nolan Taylor, Esq.

Mail Stop 4631
January 1 6, 2018

Via E -Mail
Paul Zepf
Chief Executive Officer
Global Partner Acquisition Corp.
1 Rockefeller Plaza, 11th Floor
New York, New York  10020

Re: Global Partner Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 6, 2017
Form 10 -K for Fiscal Year Ended December 31, 2016
Filed March 14, 2017
File No. 001-37523

Dear Mr. Zepf :

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
 Office o f Manufacturing and
 Construction

Cc: Via E -Mail
 Joshua Englard, Esq.

CORRESP
1
filename1.htm

GLOBAL
PARTNER ACQUISITION CORP.

1
Rockefeller Plaza, 11th Floor

New
York, New York 10020

December
15, 2017

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Mail
Stop 4631

Washington,
D.C. 20549

Attention:
Jay Ingram

 Re: Global
Partner Acquisition Corp.

Preliminary
Proxy Statement on Schedule 14A

Filed
November 6, 2017

File
No. 001-37523

Dear
Mr. Ingram:

Global
Partner Acquisition Corp. (the “Company,” “GPAC,” “we,” “our”
or “us”) hereby transmits Amendment No. 1 (“Amendment No. 1”) to the above-referenced Preliminary
Proxy Statement on Schedule 14A (the “Proxy Statement”) via the Securities and Exchange Commission’s
(the “Commission”) EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”)
of the Division of Corporation Finance contained in the Staff’s letter dated December 1, 2017 (the “Letter”).
For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s
comments presented in bold font type.

The
responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below
refer to page numbers in Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to
such terms in Amendment No. 1.

General

1.
Please note the updating requirements for the financial statements and related disclosures pursuant to Rule 3-12 of
Regulation S-X.

Response:
We respectfully advise the Staff that the financial statements and related disclosures included in Amendment No. 1 have been updated
pursuant to Rule 3-12 of Regulation S-X.

U.S. Securities and Exchange Commission

December 15,
2017

Page 2 of 8

2.
Please provide an analysis addressing whether each of the following issuances should be registered under the Securities Act of
1933:

 ● Class
                                         B common stock that Purple Innovation, Inc. will issue to InnoHold;

 ● Class
                                         B Units that Purple Innovation, LLC will issue to InnoHold;

 ● Class
                                         A Units that Purple Innovation, LLC will issue to GPAC.

Response:
We respectfully advise the Staff that we believe these issuances are exempt from registration under the Securities Act of 1933.
We note that InnoHold is the sole equity holder of Purple Innovation, LLC (“Purple”) and was not formed for
the purpose of this business combination. By reason of the nature of the parties and the private negotiations of the transaction,
we believe that the issuance of the Class B common stock of GPAC (to be renamed Purple Innovation, Inc.) and the Class B Units
of Purple to InnoHold, and the issuance of Class A Units of Purple to GPAC, are transactions “not involving any public offering”
within the meaning of Section 4(a)(2) of the Securities Act of 1933.

3.
Please explain whether the “renaming” of the existing GPAC common stock Class A common stock of Purple
Innovation, Inc. constitutes a reclassification of securities and provide an analysis addressing whether you are required to
register the reclassification under the Securities Act of 1933.

Response:
We respectfully advise the Staff that the existing common stock of GPAC will be renamed Class A common stock solely to avoid investor
confusion resulting from the authorization of the new class of common stock of the Company to be issued to InnoHold (which will
be called Class B common stock). We are of the view that this will not constitute a reclassification of the common stock because
the holders of the existing common stock will not be required to exchange their shares for any new class of securities, and the
rights of holders of the existing common stock will continue unchanged in the Class A common stock. Among other things, the shares
will continue to be entitled to one vote per share at meetings of stockholders and will be entitled to all dividends and distributions
allocable to the holders of common stock of the Company.

Letter
to the Stockholders

4.
Please revisit the disclosure relating to the changes to the corporate structure so that you provide shareholders with a clear,
concise, and understandable discussion of the corporate reorganization taking place in connection with this transaction. It is
not until page 122 that shareholders learn that the business combination involves the creation of an Up-C structure and, even
there, you have not provided materially complete disclosure of the steps associated with the creation of the Up-C, why you have
chosen it, and how it impacts current and future shareholders. Although you make a passing reference to “Class A Units”
in the second bullet here, you fail to provide any contextual disclosure about the significance of those membership units to the
overall corporate structure.

Please
revise throughout.

Response:
We have revised Amendment No. 1 (cover letter and pages 3, 4, 20, 21, 81, 82, 92 and 93) to clarify the changes in our capital
structure taking place in connection with this transaction. In addition, we have replaced the two references to the Up-C structure
with clearer language to aid investor understanding.

U.S. Securities and Exchange Commission

December 15,
2017

Page 3
of 8

Summary
of the Proxy Statement and Business Combination, page 1

Reasons
for the Business Combination, page 6

5.
We note disclosure of Purple's “annualized net revenue” here and on pages 17 and 109. Please also disclose the actual
net revenue to date in these sections.

Response:
We have removed the reference to “annualized net revenue” in Amendment No. 1 (pages 7, 18 and 110) in response to
the Staff’s comment.

Board
of Directors of the Company Following the Business Combination, page 9

6.
Please disclose the names of the two other persons who will serve on the board of directors following the business combination.

Response:
We have revised Amendment No. 1 (pages 10, 32, 196 and 197) to include the names and relevant biographical information of the
two other persons who will serve on the board following the business combination.

Risk
Factors, page 39

7.
You disclose on page 70 that the payments you expect to make under the Tax Receivable Agreement will be substantial and could
have a material adverse effect on your financial condition. Please discuss the range of future payments that you expect to pay
InnoHold under the agreement including the scenario when the early termination provisions contained in the agreement are triggered.
Please expand your liquidity discussion in MD&A to discuss the negative effects of these payouts. Also explain how you considered
disclosure of the potential impact on future earnings associated with this contingency in your pro forma presentation.

Response:
The range of future payments we expect to pay InnoHold under the Tax Receivable Agreement is currently undeterminable, as the
amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the
timing of the exchanges, the market price of shares of our common stock at the time of the exchanges, the extent to which such
exchanges are taxable and the amount and timing of our income. We have revised Amendment No. 1 (page 193) to further clarify
the reasons that the range of these future payments is currently indeterminable. Since the range of future payments we expect
to pay InnoHold under the Tax Receivable Agreement is currently indeterminable, we did not believe it was appropriate to include
disclosure regarding the future earnings associated with such payments in our pro forma presentation.

U.S. Securities and Exchange Commission

December 15,
2017

Page 4 of 8

8.
We note that in proposal five, your amended and restated certificate of incorporation will include an exclusive forum provision.
Please include a risk factor to discuss the effects of such a provision on your stockholders, including the possibility that the
exclusive forum provision may discourage stockholder lawsuits, or limit stockholders' ability to obtain a favorable judicial forum
for disputes with the company, its officers and directors.

Response:
We have revised Amendment No. 1 (pages 62 and 63) in response to the Staff’s comment.

We
have identified material weaknesses…, page 58

9.
We note that your independent registered public accounting firm identified certain material weaknesses in your internal control
over financial reporting. Please disclose the dollar amounts relating to the post-closing adjustments that were made to the company's
books and records and your financial statements as a result of the material weaknesses.

Response:
We have revised Amendment No. 1 (pages 59 and 60) in response to the Staff’s comment.

Unaudited
Pro Forma Condensed Combined Financial Information, Page 75

10.
You disclose that the pro forma financial information for the six months ended June 30, 2017 gives effect to the business combination
as if it occurred on January 1, 2017. Please revise to present the transaction assuming it occurred at the beginning of the fiscal
year presented and carried forward through any interim period presented. Refer to Rule 11-02(b) of the Regulation S-X.

Response:
We have revised Amendment No. 1 (pages 76-79) in response to the Staff’s comment.

11.
Your pro forma presentation assumes two different levels of redemptions. You disclose on pages 36 and 76 that one of the assumed
redemption levels was 1,000,000 shares which is the maximum number of shares redeemable that would allow you to maintain at least
$100.0 of net parent cash in the trust account in order to close the business combination. However, we note from the table on
page 5 and your disclosure on page 27 that you also assume a maximum redemption of 1,050,511 shares. Please revise to ensure your
maximum redemption assumption is consistent throughout the document.

Response:
We have revised Amendment No. 1 (pages 29 and 110) to change the references from 1,050,511 shares to 1,000,000 shares.

U.S. Securities and Exchange Commission

December 15,
2017

Page 5 of 8

12.
We note from your disclosure on page 82 that the merger consideration is calculated based on Purple's agreed upon enterprise value
of $900 million. Please discuss in detail how you determined the enterprise value of Purple.

Response:
The enterprise value of $900 million was determined by the parties based on arms-length negotiations between the parties and various
analyses performed by the respective investment bankers retained by the parties in the context of the enterprise values of other
companies in the industry and the historic and expected growth rate of Purple. We have revised Amendment No. 1 (page 21) to
provide greater detail with respect to factors considered in connection with the determination of the enterprise value of Purple.
We note that GPAC’s review of the enterprise value of Purple is continuing, and may be subject to change.

13.
The footnote references for the pro forma income statement adjustments on page 78 do not appear to correspond to the footnotes
on page 83. In addition, the cross reference included in footnote 3(c) related to the non-controlling interest on page 82 does
not appear to be correctly referenced. Please advise or revise accordingly.

Response:
We have revised Amendment No. 1 (pages 79 and 84) to update the footnote references and cross-references.

Comparative
Share Information, Page 85

14.
The pro forma basic and diluted EPS amounts for the year ended December 31, 2016 presented in this table are not consistent with
amounts presented in the pro forma income statement on page 79. Please advise or revise accordingly.

Response:
We have revised Amendment No. 1 (pages 80 and 86) to conform the pro forma basic and diluted EPS amounts for the year ended
December 31, 2016.

Purple
Management's Discussion and Analysis, Page 183

15.
We note from your disclosure that the significant increases in total net revenue both for the six months ended June 30, 2017 and
the year ended December 31, 2016 were primarily due to higher sales of mattresses. Please revise to further discuss the extent
to which increases in the sales were attributable to changes in price or volume, and the underlying drivers of those changes.
Refer to Item 303(a) of Regulation S-K.

Response:
We have revised Amendment No. 1 (pages 188 and 189) in response to the Staff’s comment.

U.S. Securities and Exchange Commission

December 15,
2017

Page 6 of 8

16.
Please discuss in detail the impact of the EquaPressure acquisition on your results of operations and financial condition.

Response:
We have revised Amendment No. 1 (pages 184-186) in response to the Staff’s comment.

17.
Your discussion of changes in operating cash flows between comparable periods on page 191 is a recitation of information found
on the statements of cash flow. Please revise to provide a more complete discussion addressing the material drivers underlying
significant changes of individual cash flow items (e.g., inventory and accounts receivable). Refer to Section IV.B.1 of SEC Release
33-8350.

Response:
We have revised Amendment No. 1 (page 192) in response to the Staff’s comment.

Purple
Financial Statements

Note
8 – Concentrations, Page F-40

18.
Please revise to provide the revenue by product disclosure as contemplated by ASC 280-10-50-40, similar to the disclosure that
you provide on page F-62.

Response:
We have revised Amendment No. 1 (page F-41) in response to the Staff’s comment.

Note
10  – Subsequent Events, Page F-41

19.
Please revise your footnote to disclose the date through which subsequent events have been evaluated and whether that date represents
the date the financial statements were issued or the date they were available to be issued. Refer to ASC 855-10-50-1.

Response:
We have revised Amendment No. 1 (page F-42) in response to the Staff’s comment.

Form
of Proxy

20.
Please explain the purpose for requiring written notice to the transfer agent in order to perfect the request for redemption.
At a minimum, in order to make it easier for shareholders to comply with the requirement for the written demand that you redeem
their shares, you should provide shareholders with an automated process that helps them comply with the condition you are imposing.
Please advise.

Response:
We respectfully advise the Staff that the purpose for requiring written notice to the transfer agent for redemption is to enable
the transfer agent to confirm such redemption requests. This notice also generally includes additional information that the transfer
agent needs to effect the redemptions, including wiring instructions, and ensures that stockholders are not tendering more shares
than they are allowed to tender. Such written notice is standard convention in connection with business combinations for special
purpose acquisition companies (“SPACs”) such as the Company, and does not, in the Company’s view, place an undue
burden on its stockholders. We also advise the Staff that the beneficial holders of the shares are not required to provide such
written notice to the transfer agent, as such administrative duties are handled by the street holders of such shares, such as
banks and brokers, who are sophisticated parties that are very familiar with the requirements of transfer agents.

U.S. Securities and Exchange Commission

December 15,
2017

Page 7 of 8

21.
Please ensure that the proxy card is marked as “preliminary” until the time that you file a definitive proxy statement.
Refer to Rule 14a-6(e)(l) of the Exchange Act.

Response:
We have revised the proxy card in Amendment No. 1 in response to the Staff’s comment.

22.
Please revise to state whether any matters are conditioned on the approval of other matters. Refer to Rule 14a-4(a)(3) of the
Exchange Act.

Response:
We have revised the proxy card in Amendment No. 1 in response to the Staff’s comment.

Mail Stop 4631
December 1 , 2017

Via E -Mail
Paul Zepf
Chief Executive Officer
Global Partner Acquisition Corp.
1 Rockefeller Plaza, 11th Floor
New York, New York  10020

Re: Global Partner Acquisition Corp.
 Preliminary Proxy Statement on Schedule 14A
Filed November 6, 2017
Form 10 -Q for Fiscal Quarter Ended September 30, 2017
Filed November 9, 2017
File No. 001 -37523

Dear Mr. Zepf :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide  us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

General

1. Please note the updating requirements for the financial statements and related disclosures
pursuant to Rule 3 -12 of Regulation S -X.

2. Please provide an analysis addressing whether each of the following issuances should be
registered under the Securities Act of 1933:

 Class B common  stock that Purple Innovation, Inc. will issue to InnoH old;
 Class B Units that Purple Innovation, LLC will issue to  InnoH old;
 Class A Units that Purple Innovation, LLC will issue to GPAC.

Paul Zepf
Global Partner Acquisition Corp.
December 1 , 2017
Page 2

 3. Please explain whether the “renaming” of the existing GPAC common s tock Class A
common stock of Purple Innovation, Inc. constitutes a reclassification of securities and
provide an analysis addressing whether you are required to register the reclassification
under the Securities Act of 1933.

Letter to the Stockholders

4. Please revisit the disclosure relating to the changes to the corporate structure so that you
provide shareholders with a clear, concise, and understandable discussion of the
corporate reorganization taking place in connection with this transaction.  It is no t until
page 122 that shareholders learn that the business combination involves the creation of an
Up-C structure and, even there, you have not provided materially complete disclosure of
the steps associated with the creation of the Up -C, why you have chos en it, and how it
impacts current and future shareholders.  Although you make a passing reference to
“Class A Units” in the second bullet here, you fail to provide any contextual disclosure
about the significance of those membership units to the overall co rporate structure.
Please revise  throughout .

Summary of the Proxy Statement and Business Combination, page 1

Reasons for the Business Combination, page 6

5. We note disclosure of Purple’s “annualized net revenue” here and on pages 17 and 109.
Please also disclose th e actual net revenue to date in these sections.

Board of Directors of the Company Following the Business Combination, page 9

6. Please disclose the names of the two other persons who will serve on the board of
directors following the business combination.

Risk Factors, page 39

7. You disclose on page 70 that the payments you expect to make under the Tax Receivable
Agreement will be substantial and could have a material adverse effect on your financial
condition.  Please discuss the range of future payments th at you expect to pay InnoHold
under the agreement including the scenario when the early termination provisions
contained in the agreement are triggered.  Please expand your liquidity discussion in
MD&A to discuss the negative effects of these payouts.  Als o explain how you
considered disclosure of the potential impact on future earnings associated with this
contingency in your pro forma presentation.

8. We note that in proposal five, your amended and restated certificate of incorporation will
include an exclu sive forum provision.  Please include a risk factor to discuss the effects
of such a provision on your stockholders, including the possibility that the exclusive

Paul Zepf
Global Partner Acquisition Corp.
December 1 , 2017
Page 3

 forum provision may discourage stockholder lawsuits, or limit stockholders’ ability to
obtain a favorable judicial forum for disputes with the company, its officers and directors.

We have identified material weaknesses . . ., page 58

9. We note that your independent registered public accounting firm identified certain
material weaknesses in your internal control over financial reporting.   Please disclose the
dollar amounts relating to the post -closing adjustments that were made to the company´s
books and records and your financial statements as a result of the material weaknesses.

Unaudited Pro F orma Condensed Combined Financial Information , Page 75

10. You disclose that the pro forma financial information for the six months ended June 30,
2017 gives effect to the business combination as if it occurred on January 1, 2017.  Please
revise to present th e transaction assuming it occurred at the beginning of the fiscal year
presented and carried forward through any interim period presented.  Refer to Rule 11 -
02(b) of the Regulation S -X.

11. Your pro forma presentation assumes two different levels of redemptio ns.  You disclose
on pages 36 and 76 that one of the assumed redemption levels was 1,000,000 shares
which is the maximum number of shares redeemable that would allow you to maintain at
least $100.0 of net parent cash in the trust account in order to close the business
combination.  However, we note from the table on page 5 and your disclosure on page 27
that you also assume a maximum redemption of 1,050,511 shares.  Please revise to
ensure your maximum redemption assumption is consistent throughout the docu ment.

12. We note from your disclosure on page 82 that the merger consideration is calculated
based on Purple’s agreed upon enterprise value of $900 million.  Please discuss in detail
how you determined the enterprise value of Purple.

13. The footnote references  for the pro forma income statement adjustments on page 78 do
not appear to correspond to the footnotes on page 83.  In addition, the cross reference
included in footnote 3(c) related to the non -controlling interest on page 82 does not
appear to be correct ly referenced.  Please advise or revise accordingly.

Comparative Share Information, Page 85

14. The pro forma basic and diluted EPS amounts for the year ended December 31, 2016
presented in this table are not consistent with amounts presented in the pro form a income
statement on page 79.  Please advise or revise accordingly.

Paul Zepf
Global Partner Acquisition Corp.
December 1 , 2017
Page 4

 Purple Management’s Discussion and Analysis, Page 183

15. We note from your disclosure that the significant increases in total net revenue both for
the six months ended June 30, 2017 and the year ended December 31, 2016 were
primarily due to higher sales of mattresses.  Please revise to further discuss the extent  to
which increases in the sales were attributable to changes in price or volume, and the
underlying drivers of those changes.  Refer to Item 303(a) of Regulation S -K.

16. Please discuss in detail the impact of the EquaPressure acquisition on your results of
operations and financial condition.

17. Your discussion of changes in operating cash flows  between comparable periods  on page
191 is a recitation of  information found on the statements of cash flow.  Please revise to
provide a more complete discussion address ing the material drivers underlying significant
changes of individual cash flow items (e.g., inventory and accounts receivable).  Refer to
Section IV.B.1 of SEC Release 33 -8350.

Purple Financial Statements

Note 8 – Concentrations, Page F -40

18. Please revis e to provide  the revenue by product disclosure as contemplated by ASC 280 -
10-50-40, similar to the disclosure  that you provide  on page F -62.

Note 10 – Subsequent Events, Page F -41

19. Please revise your footnote to disclose the date through which subsequent events have
been evaluated and whether that date represents the date the financial statements were
issued or the date they were available to be issued.  Refer to ASC 855 -10-50-1.

Form of Proxy

20. Please explain the purpose for requiring written notice to th e transfer agent in order to
perfect the request for redemption.  At a minimum, in order to make it easier for
shareholders to comply with the requirement for the written demand that you redeem
their shares, you should provide shareholders with an automate d process that helps them
comply with the condition you are imposing .  Please advise.

21. Please ensure that the proxy card is marked as “preliminary” until the time that you file a
definitive proxy statement.  Refer to Rule 14a -6(e)(1) of the Exchange Act.

22. Please revise to state whether any matters are conditioned on the approval of other
matters.  Refer to Rule 14a -4(a)(3) of the Exchange Act.

Paul Zepf
Global Partner Acquisition Corp.
December 1 , 2017
Page 5

 Form 10 -Q for the Quarter Ended September 30, 2017

Exhibits 31.1 and 31.2

23. We note that the certifications do not include the reference to internal control over
financial reporting in the introductory language in paragraph 4 as required by Item
601(b)(31) of Regulation S -K.  This comment also applies to your Forms 10 -Q for the
quarterly periods ended June 30, 2017 and  March 31, 2017.  Please revise future filing to
include the correct certifications.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or abse nce of
action by the staff.

You may contact SiSi Cheng, Staff Accountant at (202) 551 -5004  or, in her absence,
John Cash, Accounting Branch Chief, at (202) 551 -3768  if you have questions regarding
comments on the financial statements and related matters .  Please contact Sherry Haywood, Staff
Attorney at (202) 551 -3345  or, in her absence,  me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Joshua Englard, Esq.

Mail Stop 3720
July 20, 2017

Paul Zepf
Chief Executive Officer
Global Partner Acquisition Corp.
1 Rockefeller Plaza, 11th Floor
New York, NY 10020

Re: Global Partner Acquisition Corp.
 Preliminary Proxy Statement on Schedule 14A
Filed July 3, 2017
File No. 001 -37523

Dear Mr. Zepf :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

Global
Partner Acquisition Corp.

1
Rockefeller Plaza, 10th Floor

New
York, New York 10020

(646)
756-2877

July
11, 2017

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Mail
Stop 3720

Washington,
D.C. 20549

Attention:
Kathleen Krebs

    Re:
    Global Partner Acquisition Corp.

Preliminary
Proxy Statement on Schedule 14A

Filed
July 3, 2017

File
No. 001-37523

Dear
Ms. Krebs:

Global
Partner Acquisition Corp. (the “Company,” “Global Partner Acquisition,” “we,”
“our” or “us”) hereby transmits its response to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff’s letter dated July
10, 2017 (the “Letter”) regarding the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy
Statement”). Per our prior discussions with the Staff, we have enclosed select pages of the Proxy Statement as Exhibit
A, showing our proposed changes to the document. All blanks and bracketed items in the Proxy Statement will be completed in the
Definitive Proxy Statement to be filed on EDGAR. For ease of reference, the numbered paragraphs below correspond to the numbered
comments in the Letter, with the Staff’s comments presented in bold font type.

The
responses below follow the sequentially numbered comments from the Letter. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Proxy Statement.

Questions
and Answers About the Special Meeting, page 5

What
is being voted on?, page 5

 1. Disclose
                                         the percentage of public shares that would need to be redeemed in order for the trust
                                         account to fall below the $5,000,001 of net tangible assets required to effect a business
                                         combination.

We
have revised the Proxy Statement in response to the Staff’s comment.

U.S. Securities and Exchange
Commission

Division of Corporation Finance

July 11,
2017

Page 2 of 3

Why
is the Company proposing the Extension Amendment Proposal and the Trust Amendment Proposal?, page 6

 2. We
                                         note your statement that you currently anticipate entering into an agreement with one
                                         of your prospective targets, but that you may not be able to consummate a business combination
                                         given the actions that must occur prior to closing. Discuss in greater detail the potential
                                         agreement with the prospective target, including the stage the agreement is in, whether
                                         you have a single prospective target, and the length of time negotiations have been occurring.

We
have revised the Proxy Statement in response to the Staff’s comment.

How
do the Company insiders intend to vote their shares?, page 9

 3. Please
                                         disclose here and under “Required Vote” on page 27 whether your management
                                         or any affiliates of the company intend to buy shares of common stock in the open market
                                         and/or through negotiated private purchases to vote such shares in favor of these proposals.

We
have revised the Proxy Statement in response to the Staff’s comment to clarify that neither management nor any affiliates
of the company intend to buy shares of common stock in the open market and/or through negotiated private purchases.

What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?, page 13

 4. To
                                         provide context, please disclose the number of Founder Shares and Placement Warrants
                                         held by your Sponsor and the amount paid for them. Clarify that the Founder Shares and
                                         Placement Warrants would be worthless if a business combination is not consummated. Also
                                         disclose the current amount of outstanding loans.

We
have revised the Proxy Statement in response to the Staff’s comment.

Who
is paying for this proxy solicitation?, page 15

 5. We
                                         note your statement that you are bearing the costs of the proxy solicitation. Please
                                         revise your disclosure to clarify what funds the company is using to complete this solicitation
                                         and indicate the impact such expenses may have on the amount of working capital available
                                         to the company during the possible extension period and following the consummation of
                                         any future merger transaction.

We
have revised the Proxy Statement in response to the Staff’s comment.

U.S. Securities and Exchange
Commission

Division of Corporation Finance

July 11,
2017

Page 3  of 3

 6. We
                                         note that you may also solicit stockholders by telephone or other electronic means. All
                                         written soliciting materials, including any scripts used in soliciting proxies over the
                                         telephone, must be filed under the cover of Schedule 14A. See Exchange Act Rule 14a-6(b)
                                         and (c). Please confirm your understanding of these requirements in your response.

We
hereby confirm our understanding that all written soliciting materials, including any scripts used in soliciting proxies over
the telephone, must be filed under the cover of Schedule 14A.

Trust
Amendment Proposal, page 18

 7. We
                                         note that the provisions of your Investment Management Trust Agreement may only be changed,
                                         amended, or modified by the written consent of each party to the agreement. Please disclose
                                         whether each of these parties has consented to the proposed modification.

We
have revised the Proxy Statement in response to the Staff’s comment.

*     *     *

We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact
Global Partner Acquisition Corp.’s legal counsel, Stuart Neuhauser, Esq., or Joshua Englard, Esq. of Ellenoff Grossman &
Schole LLP, at (212) 370-1300.

    Very
    truly yours,

    GLOBAL
    PARTNER ACQUISITION CORP.

    By:
    /s/
                                         Paul Zepf

    Name:
    Paul Zepf

    Title:
    Chairman and Chief Executive Officer

cc:
Ellenoff Grossman & Schole LLP

Exhibit A

Mail Stop 3720
July 10, 2017

Paul Zepf
Chief Executive Officer
Global Partner Acquisition Corp.
1 Rockefeller Plaza, 11th Floor
New York, NY 10020

Re: Global Partner Acquisition Corp.
 Preliminary Proxy Statement on Schedule 14A
Filed July 3, 2017
File No. 001 -37523

Dear Mr. Zepf :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Questions and Answers About the Special Meeting, page 5

What is being voted on?, page 5

1. Disclose the percentage of public shares that would need to be redeemed in order for the
trust account to fall below the $5,000,001 of net tangible assets required to effect a
business combination.

Why is the Company pro posing the Extension Amendment Proposal and the Trust Amendment
Proposal?, page 6

2. We note your statement that you currently anticipate entering into an agreement with one
of your prospective targets, but that you may not be able to consummate a business
combination given the actions that must occur prior to closing.  Discuss in greater detail
the potential agreement with the prospective target, including the stage the agreement is

Paul Zepf
Global Partner Acquisition Corp.
July 10, 2017
Page 2

 in, whether you have a single prospective target, and the length of time neg otiations have
been occurring.

How do the Company insiders intend to vote their shares?, page 9

3. Please disclose here and under “Required Vote” on page 27 whether your management or
any affiliates of the company intend to buy shares of common stock in the  open market
and/or through negotiated private purchases to vote such shares in favor of these
proposals.

What interests do the Company’s Sponsor, directors and officers have in the approval of the
proposals?, page 13

4. To provide context, please disclose the number of Founder Shares and Placement
Warrants held by your Sponsor and the amount paid for them.  Clarify that the Founder
Shares and Placement Warrants would be worthless if a business combination is not
consummated.  Also disclose the current amoun t of outstanding loans.

Who is paying for this proxy solicitation?, page 15

5. We note your statement that you are bearing the costs of the proxy solicitation.  Please
revise your disclosure to clarify what funds the company is using to complete this
solici tation and indicate the impact such expenses may have on the amount of working
capital available to the company during the possible extension period and following the
consummation of any future merger transaction.

6. We note that you may also solicit stockho lders by telephone or other electronic means.
All written soliciting materials, including any scripts used in soliciting proxies over the
telephone, must be filed under the cover of Schedule 14A.  See Exchange Act Rule 14a -
6(b) and (c).  Please confirm yo ur understanding of these requirements in your response.

Trust Amendment Proposal, page 18

7. We note that the provisions of your Investment Management Trust Agreement may only
be changed, amended, or modified by the written consent of each party to the ag reement.
Please disclose whether each of these parties has consented to the proposed modification.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,  action or absence of
action by the staff.

Paul Zepf
Global Partner Acquisition Corp.
July 10, 2017
Page 3

 You may contact Joseph Kempf, Senior Staff Accountant,  at (202) 551 -3352 or Carlos
Pacho, Senior Assistant Chief Accountant,  at (202) 551 -3835 if you have questions regarding
comments on the financial statement s and related matters.  Please contact Joshua Shainess,
Attorney -Adviser,  at (202) 551 -7951,  Kathleen Krebs, Special Counsel, at (202) 551 -3350,  or
me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
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filename1.htm

July 27, 2015

VIA EDGAR

Coy Garrison

Staff Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

        Mr. Coy Garrison

        Staff Attorney

    Re:

        Global Partner Acquisition Corp.

        Registration Statement on Form S-1

        Filed June 12, 2015, as amended

        File No.
        333-204907

Dear Mr. Garrison:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several Underwriters,
hereby joins in the request of Global Partner Acquisition Corp. that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. EST on Wednesday, July 29, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advises that as of the date hereof, 200 copies of the Preliminary Prospectus dated July 27, 2015 have
been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[signature page follows]

    Very truly yours,

    DEUTSCHE BANK SECURITIES INC.

    As Representative of the Several Underwriters

    DEUTSCHE BANK SECURITIES INC.

    By:
    /s/ Neil Abromavage

    Name: Neil Abromavage

    Title: Managing Director

    By:
    /s/ Eric Hackel

    Name: Eric Hackel

    Title: Managing Director

CORRESP
1
filename1.htm

Global
Partner Acquisition Corp.

1
Rockefeller Plaza

10th Floor

New York, NY 10020

    July
    27, 2015

VIA
EDGAR

Coy
Garrison

Staff
Attorney

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:  Global
                                         Partner Acquisition Corp.

    Registration
                                         Statement on Form S-1

    Filed
                                         June 12, 2015, as amended

    File
                                         No. 333-204907

Dear
Mr. Garrison:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Global Partner Acquisition Corp. (the “Registrant”) hereby
requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00
p.m. EST on Wednesday, July 29, 2015, or as soon as thereafter practicable.

Please
note that we acknowledge the following:

    ·
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
    declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ·
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ·
    the
    Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
    the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    By:
    /s/ Paul Zepf

    Paul
    Zepf
Chief Executive Officer

cc:    Ellenoff
Grossman & Schole LLP

         Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

 Global Partner Acquisition
Corp.

1 Rockefeller Plaza

10th floor

New York, New York 10020

(646) 756-2877

July 27, 2015

VIA EDGAR

U.S. Securities and
Exchange Commission

Division of Investment
Management

100 F Street, N.E.

Washington, DC 20549

Attn: Coy Garrison,
Staff Attorney

    Re:
    Global Partner Acquisition Corp.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed July 13, 2015 File No. 333-204907

Dear Mr.Garrison:

Global Partner Acquisition Corp. (the
“Company”, “it”, “we”, “us” or “our”) hereby transmits its response
to comments in the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated July 22, 2015 in respect of the Company’s Amendment No.1 to Registration Statement on Form
S-1 (the “Form S-1”) which was submitted to the Commission on July 13, 2015 under the Securities Act of 1933 (the “Securities
Act”).

For your convenience, we have transcribed
the Staff’s comments below in bold type, and we follow each such comment with the Company’s response in plain type.
A marked version of the Amendment No. 2 to Registration Statement on Form S-1 is enclosed herewith reflecting all changes to the
Form S-1.

Dilution, page 62

1. We have reviewed your response
to comment 6 and reissue the comment, in part. Please tell us how you have calculated the amounts Increase attributable to public
stockholders and Decrease attributable to public shares subject to redemption. It is not clear how you are calculating the Increase
attributable to public stockholders, and it appears the Decrease attributable to public shares subject to redemption should be
something less than $10/share as the book value after the assumed offering will be an amount less than $10/share and the book value
after the assumed offering and redemption is $1.20/share. Please also clarify how you determined
that public stockholders not exercising their redemption rights will lose 100% of their share value after giving effect
to the sale of shares and share redemptions, as noted in the introduction to the table.

The Company has
revised the paragraph preceding the dilution table in order to provide further transparency to the reader on the calculation.

The Company’s
net tangible book value before the offering is calculated to be $0.01 per share ($24,000/3,881,250 founder shares) and the tangible
book value after the offering is calculated to be $1.20 (numerator of 5,000,010 divided by denominator of 4,177,501 as detailed
on page 63), demonstrating that the increase attributable to the public stockholders will be $8.80 per share. The $10.00 is used
in the calculation as a reduction, as all public stockholders have the ability to redeem.

* * * * * * * * * * *

We thank the Staff for its review of
the foregoing.  If you have further comments, we ask that you forward them by electronic mail to our counsel, Stuart
Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Paul Zepf

    Paul Zepf

    cc:
    Stuart Neuhauser, Esq.

    Ellenoff Grossman & Schole LLP

July 22, 2015

Via E -mail
Paul Zepf
Chief Executive Officer
Global Partner Acquisition Corp.
1 Rockefeller Plaza, 10th Floor
New York, New York 10020

Re: Global Partner Acquisition Corp.
Amendment No. 1  to Re gistration Statement on Form S -1
Filed July 13, 2015
  File No. 333 -204907

Dear Mr. Zepf :

We have reviewed your amended registration statement  and have the following comment .
In our comment , we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies  to your facts and
circumstances or do not be lieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.   Unless  we note
otherwise , our reference to a prior comment  is to the comment  in our July 9, 2015  letter .

Dilution, page 62

1. We have reviewed your response to comment 6 and reissue the comment, in part.   Please
tell us how you have calculated the amounts Increase attributable to p ublic stockholders
and Decrease attributable to public shares subject to redemption.   It is not clear how you
are calculating the Increase attributable to public stockholders, and it appears the
Decrease attributable to public shares subject to redemption should be something less
than $10/share as the book value after the assumed offering will be an amount less than
$10/share and the book value after the assumed offering and redemption is
$1.20/share.   Please also clarify how you determined that public stoc kholders not
exercising their redemption rights will lose 100% of their share value after giving effect
to the sale of shares and share redemptions, as noted in the introduction to the table.

Paul Zepf
Global Partner Acquisition Corp.
July 22, 2015
Page 2

 You may contact Eric McPhee, Staff Accountant,  at (202) 551 -3693 or Wilson Lee,
Senior Staff Accountant,  at (202) 551 -3468 if you have questions regarding the comment on the
financial statements and related matters.  Please contact Rahul Patel, Staff Attorney, at (202)
551-3799 or me at (202) 551 -3466 with any other questions.

Sincerely,

 /s/ Coy Garrison

Coy Garrison
Staff Attorney

cc: Stuart Neuhauser, Esq. (via E -mail)

July 9, 2015

Via E -mail
Paul Zepf, Chief Executive Officer
Global Partner Acquisition Corp.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

Re: Global Partner Acquisition Corp.
Registration Statement on Form S -1
Filed June 12, 2015
  File No. 333 -204907

Dear Mr. Zepf :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide  us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Paul Zepf
Global Partner Acquisition Corp.
July 9, 2015
Page 2

 Founder Shares, page 13

3. We note your disclosure on page 13 that in the event that you submit your initial business
combination to a shareholder vote, the sponsor has agreed to vote its shares in favor of
the business combination.  We further note your disclosure on page 19 that a business
combination subjected to a shareholder vote requires approval of a majority of the
outstanding common shares.  Please disclose the number and the percentage of the shares
offered in this registration statement that would be required to vote in favor of a business
combination in order for it to be approved, given that at least 3,881,250 sh ares owned by
the Sponsor are subject to an agreement to vote in favor of the business combination.

Redemption Rights in connection with proposed amendments to our certificate of incorporation,
page 21

4. We note your disclosure that your sponsor, executiv e officers, directors, and director
nominees have agreed pursuant to a written agreement to not propose an amendment to
your certificate of incorporation that would affect your obligation to redeem 100% of
your public shares in the event that a business co mbination is not completed within 24
months.  Please clarify whether this written agreement refers to the letter agreement that
is to be filed as Exhibit 10.2.  Additionally, please ensure that all material written
agreements referenced in the registration  statement between you and your sponsor,
officers, directors, director nominees, and advisors are filed as exhibits to this registration
statement.  Please refer to Item 601(b)(10)(ii)(A) of Regulation S -K.

Risk Factors, page 28

5. Please add risk factor disclosure discussing your management’s and sponsor’s lack of
experience in running a special purpose acquisition corporation.

Dilution, page 62

6. Please tell us how you have calculated the amounts Increase attributable to public
stockholders and Decrease attributable to public shares subject to redemption.   We note
that the amounts currently in the table do not foot to $1.20.

Directors and Executive Officers, page 102

7. Please revise your description of the business experience for each of your directors,
officers, and director nominees to state each individual ’s affiliation with your sponsor.

8. Please revise your disclosure to identify your independent directors.  Refer to Item 407(a)
of Regulation S -K.

Paul Zepf
Global Partner Acquisition Corp.
July 9, 2015
Page 3

 Advisors, page 104

9. We note your disclosure regarding the business experience of your three advisors.  Please
expan d upon your disclosure to state the services that your advisors will provide to you
and to explain the differences between your directors and your advisors.

Exec utive Officer and Director Compensation, page 105

10. We note your disclosure on page 106 that you may pay a member of your combined team
a fee for financial advisory services rendered in connection with your identification,
negotiation and consummation of yo ur initial business transaction.  Please clarify whether
this fee may be paid out of the offering proceeds deposited into the trust account upon the
completion of your initial business combination.  Please also clarify whether the per -
share amount distribu ted to redeeming shareholders upon the completion of your initial
business combination will be reduced by the financial advisory services fee.  Further,
please disclose the individuals responsible for determining whether the fee will be paid
and explain th e considerations they will weigh in making such a determination.

Exhibit Index

11. Please file all required exhibits as promptly as possible.  If you are not in a position to file
your legal opinion with the next amendment, please file a draft copy on EDGA R as
correspondence.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing e ffective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Paul Zepf
Global Partner Acquisition Corp.
July 9, 2015
Page 4

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the feder al
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that thos e requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement .  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Eric McPhee  at (202) 551 -3693  or Wilson Lee  at (202) 551 -3468  if you
have questions regarding comments o n the financial statements and related matters.  Please
contact Rahul Patel at (202) 551 -3799  or Coy Garrison at (202) 551 -3466 with any other
questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief

CORRESP
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filename1.htm

Global Partner Acquisition Corp.

1 Rockefeller Plaza

10th Floor

New York, New York 10020

(646) 756-2877

July 13, 2015

VIA EDGAR

Tom Kluck

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Global Partner Acquisition Corp.

Registration Statement on Form
S-1

Filed June 12, 2015

File No. 333-204907

Dear Mr. Kluck,

Global Partner Acquisition Corp. (the “Company”,
“it”, “we”, “us” or “our”) hereby transmits its response
to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated July 9, 2015 regarding our Registration Statement on Form S-1 (the “Registration Statement”) previously
filed on June 12, 2015. A marked version of the Registration Statement is enclosed herewith reflecting all changes to the Registration
Statement.

For your convenience, we have repeated below
the Staff’s comments in bold and have followed each comment with the Company’s response.

General

 1. Please provide us with copies of any graphics, maps, photographs, and related captions or other artwork including logos
that you intend to use in the prospectus. Such graphics and pictorial representations should not be included in any preliminary
prospectus distributed to prospective investors prior to our review.

The Company advises the Staff that no such material
will be used in the prospectus.

 2. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities
Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.

The Company advises the Staff that, to date, neither it,
nor anyone authorized to do so on its behalf, has presented or will present any written communication, as defined in Rule 405 under
the Securities Act, to potential investors in reliance on Section 5(d) of the Securities Act in connection with the proposed offering
of the Company’s securities.

Founder Shares, page 13

 3. We note your disclosure on page 13 that in the event that you submit your initial business combination to a shareholder
vote, the sponsor has agreed to vote its shares in favor of the business combination. We further note your disclosure on page 19
that a business combination subjected to a shareholder vote requires approval of a majority of the outstanding common shares. Please
disclose the number and the percentage of the shares offered in this registration statement that would be required to vote in favor
of a business combination in order for it to be approved, given that at least 3,881,250 shares owned by the Sponsor are subject
to an agreement to vote in favor of the business combination.

The Company has revised the disclosure in response to
the Staff’s comment on pages 13, 112 and 122 of the Registration Statement.

Redemption Rights in connection with proposed amendments
to our certificate of incorporation, page 21

 4. We note your disclosure that your sponsor, executive officers, directors, and director nominees have agreed pursuant to
a written agreement to not propose an amendment to your certificate of incorporation that would affect your obligation to redeem
100% of your public shares in the event that a business combination is not completed within 24 months. Please clarify whether this
written agreement refers to the letter agreement that is to be filed as Exhibit 10.2. Additionally, please ensure that all material
written agreements referenced in the registration statement between you and your sponsor, officers, directors, director nominees,
and advisors are filed as exhibits to this registration statement. Please refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

The Company has revised the disclosure in response to
the Staff’s comment on pages 13, 21, 49 and 88 of the Registration Statement, and the Company will ensure that all such material
agreements referenced in the Staff’s comment are filed as exhibits to this Registration Statement.

Risk Factors, page 28

 5. Please add risk factor disclosure discussing your management’s and sponsor’s lack of experience in running a
special purpose acquisition corporation.

The Company has added the risk factor disclosure in response
to the Staff’s comment on page 43 of the Registration Statement.

    2

Dilution, page 62

 6. Please tell us how you have calculated the amounts Increase attributable to public stockholders and Decrease attributable
to public shares subject to redemption. We note that the amounts currently in the table do not foot to $1.20.

The Company has revised the presentation to reflect that
the $1.20 pro forma net tangible book value figure after the offering is subtracted to arrive at dilution to public stockholders.

Directors and Executive Officers, page 102

 7. Please revise your description of the business experience for each of your directors, officers, and director nominees to
state each individual’s affiliation with your sponsor.

The Company has revised the disclosure in response
to the Staff’s comment.

 8. Please revise your disclosure to identify your independent directors. Refer to Item 407(a) of Regulation S-K.

The Company has revised the disclosure in response to
the Staff’s comment on page 105 of the Registration Statement.

Advisors, page 104

 9. We note your disclosure regarding the business experience of your three advisors. Please expand upon your disclosure to
state the services that your advisors will provide to you and to explain the differences between your directors and your advisors.

The Company has revised the disclosure in response to
the Staff’s comment on page 105 of the Registration Statement.

Executive Officer and Director Compensation, page 105

 10. We note your disclosure on page 106 that you may pay a member of your combined team a fee for financial advisory services
rendered in connection with your identification, negotiation and consummation of your initial business transaction. Please clarify
whether this fee may be paid out of the offering proceeds deposited into the trust account upon the completion of your initial
business combination. Please also clarify whether the per-share amount distributed to redeeming shareholders upon the completion
of your initial business combination will be reduced by the financial advisory services fee. Further, please disclose the individuals
responsible for determining whether the fee will be paid and explain the considerations they will weigh in making such a determination.

The Company has revised the disclosure in response to the Staff’s comment on pages 24, 79, 82, 106,
108 and 117 of the Registration Statement.

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Exhibit Index

 11. Please file all required exhibits as promptly as possible. If you are not in a position to file your legal opinion with
the next amendment, please file a draft copy on EDGAR as correspondence.

The Company acknowledges the Staff’s comment
and has filed the balance of the exhibits herewith.

In addition, the Company acknowledges that:

 ● should
                                         the Commission or the staff, acting pursuant to delegated authority, declare the filing
                                         effective, it does not foreclose the Commission from taking any action with respect to
                                         the filing;

 ● the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the filing effective, does not relieve the Company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 ● the
                                         Company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

We thank the Staff for its review
of the foregoing.  If you have further comments, we ask that you forward them by electronic mail to our counsel, Stuart
Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Paul Zepf

    Paul Zepf

    Chief Executive Officer

    cc:
    Stuart Neuhauser, Esq.

    Ellenoff Grossman & Schole LLP

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