March 20, 2020

Jacques Stern
Chief Executive Officer
Global Blue Group Holding AG
Z richstrasse 38
8306 Br ttisellen
Switzerland

       Re: Global Blue Group Holding AG
           Registration Statement on Form F-4
           Filed February 24, 2020
           File No. 333-236581

Dear Mr. Stern:

       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 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.

Registration Statement on Form F-4

Cover Page

1.     Please revise the cover page of the proxy statement/prospectus so that
it describes
       the business combination and related transactions, their purpose and
their effect in plain
       English rather reciting complex and technical details and defining
numerous terms.
Questions and Answers About the Proposals
Q. What happens if a substantial number of Public Stockholders..., page 23

2.     Please disclose that if the company is unable to meet the listing
standards for the NYSE or
       another securities exchange that the merger will not be consummated.
 Jacques Stern
FirstName LastNameJacques Stern
Global Blue Group Holding AG
Comapany2020
March 20, NameGlobal Blue Group Holding AG
March 20, 2020 Page 2
Page 2
FirstName LastName
Other Financial Data of Global Blue , page 39

3.       We note your disclosure of Adjusted Effective Tax Rate on page 42.
Please revise page
         42 to disclose the Effective Tax Rate calculated in accordance with
IFRS with greater
         prominence. Refer to Item 10(e)(1) of Regulation S-K. Similar concerns
apply to the
         disclosure of Adjusted Effective Tax Rate throughout the filing.
4.       We note your presentation of Free Cash Flow to Equity on page 43 and
throughout your
         filing. Please revise to reconcile to the most directly comparable
IFRS measure, cash used
         in operating activities. Also, revise to label the measure "Adjusted
Free Cash Flow."
         Refer to Question 102.07 of the Non-GAAP Compliance and Disclosure
Interpretations.
Risk Factors
Risks Relating to Global Blue
Global Blue's business is dependent on the overall level of consumer
spending..., page 50

5.       Please quantify the portion of your business that serves the leisure
segment of the travel
         industry.
Global Blue's TFS business is dependent on its airport concessions..., page 54

6.       Please disclose the percentage of your TFS points that are located in
airports.
Risks Related to New Global Blue's Business and Operations Following the
Business
Combination, page 67

7.       Please add risk factor disclosure that discusses the reduced
disclosure requirements for
         emerging growth companies and that your financial statements may not
be comparable to
         companies that comply with public company effective dates due to your
election to use
         the extended transition period for complying with new or revised
accounting standards
         under Section 7(a)(2)(B) of the Securities Act.
Shareholders will have limited ability to bring an action against New Global
Blue..., page 71

8.       You state that the articles of association of New Global Blue "will
provide for arbitration
         in Zurich, Switzerland for corporate litigation, including, without
limitation, legal
         proceedings between New Global Blue and its directors and its
shareholders." Please
         provide a description of this provision and clarify whether, and if so
how, this provision
         affects the rights of your holders to pursue claims under United
States federal securities
         laws. Also, discuss the material risks of the provision or other
impacts on shareholders
         and any uncertainty about enforceability. Please make corresponding
changes to your
         description of securities section.
 Jacques Stern
FirstName LastNameJacques Stern
Global Blue Group Holding AG
Comapany2020
March 20, NameGlobal Blue Group Holding AG
Page 3
March 20, 2020 Page 3
FirstName LastName
The Business Combination Proposal
Background of the Business Combination, page 102

9.       Please provide additional disclosure regarding the other potential
target that was
         abandoned by mutual consent. In this regard, please disclose the line
of business of the
         target entity, the date the transaction was abandoned and the reasons
for abandoning the
         potential transaction.
10.      Expand your disclosure of the parties' negotiations of the business
combination and
         related transactions to discuss the specific, material terms proposed
in the letters of intent,
         drafts of the merger agreement, and related transactions, the terms
and conditions of the
         final merger agreement, the determination of the final structures of
the proposed
         transactions, and the ultimate amounts and forms of consideration for
each transaction.
11.      Please briefly describe the alternative potential transactions Messrs.
Farley and Bonanno
         presented to the board of directors on November 8, 2019.
FPAC's Board of Directors' Reasons for the Approval of the Business
Combination, page 110

12.      Please disclose the specific companies in the peer groups to which the
implied acquisition
         multiple represents a discount.
Material Tax Considerations, page 117

13.      You disclose that New Global has received an opinion from Simpson
Thacher & Bartlett
         LLP on the tax consequences of the merger. It appears that the tax
opinion is subject to
         uncertainty. Please highlight that this is the case and disclose the
degree of uncertainty. In
         addition, please remove language assuming the legal conclusions
underlying the opinion,
         such as the assumption that the merger, taken together with related
transactions, qualifies
         as a Section 351 exchange.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 135

14.      We note that in a no redemption scenario the pre-Business Combination
shareholders of
         FPAC (Public and Founders) and the Affiliated Secondary PIPE investor,
who is affiliated
         with the Founder, will have an aggregate ownership interest of
approximately 44.6%,
         while the pre-Business Combination shareholders of Global Blue will
have an aggregate
         ownership interest of approximately 42.1%. Please tell us how you
concluded that the
         pre-Business Combination shareholders of Global Blue will have the
largest ownership of
         New Global Blue.
 Jacques Stern
FirstName LastNameJacques Stern
Global Blue Group Holding AG
Comapany2020
March 20, NameGlobal Blue Group Holding AG
Page 4
March 20, 2020 Page 4
FirstName LastName
Note 15, page 141

15.      Please tell us how you will account for the refinancing of your loan
under IFRS 9,
         including whether you consider the refinancing to be an
extinguishment, substantial
         modification, or non-substantial modification. In this regard, tell us
whether a gain or loss
         will be recognized and the basis for your conclusion.
Pro Forma Adjustments to the Unaudited Condensed Combined Statement of
Financial Position
Note 11, page 141

16.      We note your disclosure on page 12 of the cash consideration under the
no redemption
         and maximum redemption scenarios. Please reconcile these amounts to
those on the pro
         forma balance sheet on page 137.
Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Income
Statement
Earnings per share, page 147

17.      We note from your disclosure on page 260 that Series A Preferred
Shares have the same
         dividend rights and enjoy preferred dividends. Please tell us what
consideration was given
         to paragraphs A13 and A14 of IAS 33 in your pro forma basic earnings
per share
         calculation.
Other Information Respecting Global Blue
Investigations, page 196

18.      Revise to disclose the FCA investigation matter in your footnote to
the financial
         statements or explain why you believe it is not necessary. Also,
disclose an estimate of
         the financial effect or explain why it is not practicable to do so.
Refer to paragraph 86 of
         IAS 37.
Tax matters, page 196

19.      We note your disclosure related to the potential tax liabilities.
Please revise to disclose
         these matters in your footnotes to the financial statements or explain
why you believe it is
         not necessary. Refer to paragraph 88 of IAS 12 and paragraph 86 of IAS
37.
Global Blue's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Factors Affecting Global Blue's Business and Results of Operations
External factors, page 210

20.      We note the SiS and Revenue Split information for 2019 provided on
page 212. Please
         provide this information for all financial statement periods
presented.
21.      Please disclose the method by which you calculate your net churn and
disclose this
         information for the periods presented.
 Jacques Stern
Global Blue Group Holding AG
March 20, 2020
Page 5
Key Performance Indicators, page 214

22.    Your disclosure on page 174 discusses the number of transactions you
process. In light of
       the significance of the number of transactions processed, please tell us
whether you
       consider the number of transactions to be a key metric.
Global Blue Group AG Consolidated Financial Statements
Note 3 Significant accounting policies
Revenue recognition, page F-18

23.    Please explain your basis for recognizing the commission received from
providing
       VAT service revenue, net of the share paid to the merchant. Refer to
IFRS 15 paragraphs
       B34 through B37.
24.    Please explain your basis for recognizing the AVPS commission net of
commissions paid
       to the merchant and acquiring bank. Refer to paragraphs B34 through B37
of IFRS 15.
Note 6 Segment Information, page F-35

25.    Please tell us if revenues attributed to any individual country in
Europe are material, and
       revise your disclosure accordingly. Refer to paragraph 33 of IFRS 8.
        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.

        You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other
questions.



                                                             Sincerely,
FirstName LastNameJacques Stern
                                                             Division of
Corporation Finance
Comapany NameGlobal Blue Group Holding AG
                                                             Office of
Technology
March 20, 2020 Page 5
cc:       Howard A. Kenny
FirstName LastName