SEC Filing Summary: GP Investments Acquisition Corp. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by GP Investments Acquisition Corp. (the "Company") on December 21, 2015, covering events that occurred on December 18, 2015. The Company is a Cayman Islands corporation. Note: The input metadata references "Rimini Street, Inc.," but the filing text explicitly identifies the registrant as "GP Investments Acquisition Corp."
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses on corporate governance changes and material agreements rather than financial performance.
Material Changes
- Board Composition: Mr. Jaime Cohen Szulc resigned from the Board of Directors effective immediately. His resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- New Director Appointment: Mr. Alexandre Hohagen was elected to the Board of Directors effective immediately. He was appointed to the Audit Committee and named Chairperson of the Compensation Committee.
- Compensatory Arrangements: Mr. Hohagen received 20,000 ordinary shares of the Company via a securities assignment agreement with GPIAC, LLC. These shares are held in escrow pursuant to a Securities Escrow Agreement.
- Material Agreements: The Company entered into an Indemnification Agreement and a Letter Agreement with Mr. Hohagen. The Letter Agreement binds Mr. Hohagen to the terms of a prior Insider Letter dated May 19, 2015.
Outlook, Risks, and Management Commentary
The filing does not contain financial guidance, outlook, or specific risk factors beyond the standard disclaimer that the summary of agreements is qualified by the full terms of the attached exhibits. Management highlighted Mr. Hohagen's qualifications, citing over 20 years of experience in technology and media in Latin America and the US Hispanic market, including previous roles as Vice President for Facebook in Latin America & US Hispanics and leading Google's operations in Latin America.
Key Facts for Investor Verification
- Verify the full terms of the Indemnification Agreement, Letter Agreement, and Escrow Agreement attached as Exhibits 10.1, 10.2, and 10.3.
- Confirm the source of the 20,000 shares issued to Mr. Hohagen (GPIAC, LLC) and the specific conditions of the escrow arrangement.
- Review the Company's charter and prior filings to understand the relationship between GPIAC, LLC, GPIC, Ltd., and GP Investments, Ltd.
- Clarify the discrepancy between the metadata company name (Rimini Street, Inc.) and the registrant name in the filing (GP Investments Acquisition Corp.).