Business Context and Reporting Period
This Form 8-K, dated October 6, 2017, reports on the extraordinary general meeting of GP Investments Acquisition Corp. (GPIAC), a Cayman Islands exempted company. The filing details the shareholder approval of a business combination with Rimini Street, Inc. The transaction involves a two-step merger: first, GPIAC's subsidiary "Let's Go Acquisition Corp." merges into Rimini Street; second, the surviving Rimini Street merges into GPIAC, which will domesticate as a Delaware corporation and rename itself "Rimini Street, Inc." (RMNI).
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either GPIAC or Rimini Street. This document focuses exclusively on corporate governance actions and transaction approvals rather than financial performance data.
Material Changes and Shareholder Votes
Shareholders of GPIAC approved eleven proposals to facilitate the business combination. Key voting results included:
- Business Combination Proposal: Approved with 18,368,806 votes for and 61,607 against.
- Domestication Proposal: Approved with 18,368,806 votes for and 61,607 against.
- Organizational Documents Proposals (A-G): Generally approved with overwhelming support, though Proposals D and E (regarding meeting calls and written consent) received 14,665,542 votes for and 3,268,940 against.
- Stock Issuance Proposal: Approved with 18,368,805 votes for and 61,607 against.
Additionally, Rimini Street stockholders approved the requisite resolutions at a special meeting held on October 5, 2017. Consequently, all shareholder approval conditions for the merger have been satisfied.
Guidance, Outlook, and Risks
Outlook and Timeline: GPIAC and Rimini Street anticipate the closing of the business combination on or around October 10, 2017. Trading of RMNI units, common stock, and warrants is expected to commence on the NASDAQ Capital Market under the symbols "RMNIU", "RMNI", and "RMNIW" on or around October 11, 2017.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Identified risks include changes in the business environment, inflation, interest rates, regulatory conditions, adverse litigation, inability to refinance debt, competitive pricing, management retention, and integration difficulties. The companies specifically disclaim any obligation to update these forward-looking statements.
Investor Verification Checklist
- Verify the official closing date of the merger, currently anticipated for October 10, 2017.
- Confirm the commencement of trading for RMNI securities on the NASDAQ Capital Market under the new ticker symbols.
- Review the definitive joint proxy statement/prospectus (File No. 333-219101) for detailed financial data and risk factors not included in this 8-K.
- Monitor for any updates regarding the domestication of GPIAC from the Cayman Islands to Delaware.