Business Context and Reporting Period
This Form 8-K is filed by GP Investments Acquisition Corp. (not Rimini Street, Inc., which is a merger target) on May 24, 2017, reporting events occurring on May 23, 2017. The Company is a Cayman Islands exempted company and an emerging growth company. The filing details the results of an Extraordinary General Meeting where shareholders approved an extension of the deadline to consummate a business combination.
Key Financial Metrics
- Trust Account Balance: $157.8 million (as of May 23, 2017, after deducting redemption amounts).
- Redemptions: 1,552,724 ordinary shares were validly elected for redemption by public shareholders.
- Revenue, Profit, and Cash Flow: The filing text does not provide specific values for revenue, profit, operating cash flow, or margins for the reporting period.
- Debt and Liquidity: Specific debt figures are not provided; liquidity is primarily represented by the trust account balance.
Material Changes
- Extension of Deadline: The date by which the Company must consummate a business combination or cease operations was extended from May 26, 2017, to November 27, 2017.
- Share Count Reduction: The number of outstanding shares decreased due to the redemption of 1,552,724 shares.
- Merger Agreement: The Company entered into a Merger Agreement with Rimini Street, Inc. on May 16, 2017, which is the subject of the proxy solicitation.
Guidance, Outlook, and Risks
- Outlook: The Company expects to continue seeking a business combination within the new extended timeframe ending November 27, 2017.
- Risks: The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially from expectations due to unpredictable events.
- Contingencies: If the Company fails to complete a business combination by the new deadline, it must cease operations and redeem all remaining ordinary shares.
- Unusual Items: The filing clarifies that it is not a proxy statement or an offer to sell securities.
Investor Verification Checklist
- Verify the definitive proxy statement filed on April 24, 2017, for detailed terms of the Extension Amendment Proposal.
- Confirm the final redemption payment date (stated as May 25, 2017) and the exact per-share redemption price calculation.
- Review the Merger Agreement dated May 16, 2017, between GP Investments Acquisition Corp. and Rimini Street, Inc.
- Monitor future filings for the joint proxy statement/prospectus regarding the proposed merger.
- Check the Company's Form 10-K for the year ended December 31, 2016, for information on directors and executive officers.