Filing Summary
Important identity note: The provided Form 10-Q is for GP Investments Acquisition Corp., not Rimini Street, Inc. Investors should verify the issuer and filing before relying on this summary.
Business Context and Reporting Period
The filing covers the quarterly period ended March 31, 2015, but the company was incorporated on January 28, 2015; therefore, the financial statements primarily cover the period from inception through March 31, 2015. GP Investments Acquisition Corp. was a Cayman Islands blank-check company formed to pursue a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination. It had not commenced operating activities as of March 31, 2015.
The company completed its initial public offering after the reporting date, on May 26, 2015. The filing was signed July 2, 2015.
Financial Position and Results
| Metric | March 31, 2015 / Inception-to-date |
|---|---|
| Cash and cash equivalents | $98,595 |
| Total assets | $371,970 |
| Total liabilities | $356,321 |
| Shareholders’ equity | $15,649 |
| Formation and operating costs | $9,351 |
| Net loss | $9,351 |
| Basic and diluted loss per share | Approximately $0.00 |
| Net cash used in operating activities | $1,351 |
| Net cash provided by financing activities | $99,946 |
The company generated no revenue and had no operating business. Liabilities included $232,000 of accrued offering costs, $8,000 of accrued expenses, a $16,321 related-party advance, and a $100,000 related-party promissory note. The company had no cash equivalents, long-term debt, capital leases, or off-balance-sheet financing arrangements as of the reporting date.
Material Changes and Subsequent Events
- On May 26, 2015, the company sold 17,250,000 units at $10.00 per unit, including the full 2,250,000-unit underwriters’ over-allotment, generating gross proceeds of $172.5 million.
- Each unit consisted of one ordinary share and one-half of one warrant. Each whole public warrant is exercisable at $11.50 per share, subject to the stated conditions.
- The sponsor purchased 6,062,500 private-placement warrants for $6.1 million.
- Approximately $172.5 million was placed in a trust account for a business combination or, if none is completed, redemption of public shares.
- Offering transaction costs totaled $10.96 million, including $4.31 million of paid underwriting fees and $6.04 million of deferred underwriting fees.
- The related-party promissory note and sponsor advances were repaid after the IPO.
Guidance, Outlook, Risks, and Unusual Items
Management stated that it intended to complete an initial business combination within 24 months of the May 26, 2015 IPO closing and believed post-IPO funds were sufficient for that effort. No operating or revenue guidance was provided.
- The company had not identified a target business, and there was no assurance that a business combination would be completed.
- A proposed target generally had to represent at least 80% of the trust account balance at the time a definitive agreement was executed.
- If no business combination occurred within 24 months, the company would cease operations, redeem public shares using trust-account funds, and liquidate, subject to creditor claims and applicable law.
- Public shareholders could redeem shares in connection with a business combination, subject to the company maintaining at least $5,000,001 of net tangible assets.
- The sponsor agreed to protect the trust account from certain third-party claims, but the protection had stated exclusions and limitations.
- The company agreed to pay a sponsor affiliate $10,000 per month for administrative services beginning May 19, 2015 and ending upon a business combination or liquidation.
- Management reported effective disclosure controls and no material change in internal control over financial reporting. No legal proceedings or material changes to previously disclosed risk factors were reported.
Investor Verification Checklist
- Verify that the filing belongs to GP Investments Acquisition Corp. rather than Rimini Street, Inc.
- Confirm the issuer’s post-period IPO, trust-account balance, underwriting fees, and private-placement warrant terms.
- Review the 24-month business-combination deadline and the mechanics and limits of shareholder redemption rights.
- Assess sponsor-related transactions, including founder shares, advances, the promissory note, administrative fees, and potential working-capital loans.
- Confirm that the reported period contains no revenue or operating results and that the $9,351 loss reflects formation-stage activity only.