Business Context and Reporting Period
This Form 8-K, filed on August 30, 2017, is issued by GP Investments Acquisition Corp. (GPIAC), a Cayman Islands exempted company and emerging growth company. The filing announces the scheduling of an Extraordinary General Meeting regarding a proposed business combination with Rimini Street, Inc. The filing does not contain financial results for Rimini Street, Inc., but rather details procedural steps for the merger transaction.
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, Inc. This document serves as a notice of upcoming shareholder actions rather than a financial performance report.
Material Changes and Transaction Details
- Meeting Date: The Extraordinary General Meeting is expected to be held on Tuesday, September 26, 2017, at 10:00 a.m. Eastern Time at the offices of Skadden, Arps, Slate, Meagher & Flom LLP in New York.
- Redemption Deadline: Shareholders must indicate any election to redeem their outstanding GPIAC ordinary stock by Friday, September 22, 2017, at 5:00 p.m. Eastern Time.
- Proposals: Shareholders will vote on the Merger Agreement, GPIAC's proposed domestication to Delaware, and modifications to organizational documents.
- Documentation: A definitive joint proxy statement/prospectus will be mailed to shareholders after the SEC declares the Registration Statement (File No.: 333-219101) effective.
Guidance, Risks, and Forward-Looking Statements
The filing includes extensive forward-looking statements regarding the proposed transaction, which are subject to risks and uncertainties. Key risks identified include:
- Failure to obtain required regulatory approvals or shareholder approvals.
- Delays in consummating the transaction or integrating the businesses.
- Inability to realize anticipated cost savings and operating synergies.
- Changes in the business environment, including inflation, interest rates, and regulatory conditions.
- Adverse litigation developments and difficulties in managing growth profitably.
- Loss of key management team members.
Management explicitly disclaims any obligation to update these forward-looking statements.
Investor Verification Checklist
- Verify the final Meeting Date and redemption deadline in the definitive joint proxy statement/prospectus once filed.
- Review the Registration Statement on Form S-4 (File No.: 333-219101) for detailed financial data on Rimini Street, Inc.
- Confirm the status of regulatory approvals required for the merger.
- Assess the specific terms of the Merger Agreement and the proposed domestication to Delaware.
- Check for any updates to the risk factors outlined in GPIAC's 2016 Form 10-K.