Business Context and Reporting Period
This Form 8-K is filed by GP Investments Acquisition Corp. (the "Company"), a Cayman Islands exempted company, dated May 23, 2017. The report details the results of an extraordinary general meeting of shareholders held on this date and updates on a proposed merger with Rimini Street, Inc.
Key Financial Metrics
The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the Company or Rimini Street, Inc. The document focuses on corporate governance actions and transaction status rather than financial performance metrics.
Material Changes and Shareholder Votes
Shareholders voted on two critical proposals to extend the Company's timeline to complete a business combination:
- Extension Amendment Proposal: Approved to extend the deadline for consummating a business combination from May 26, 2017, to November 27, 2017.
- Trust Amendment Proposal: Approved to amend the Investment Management Trust Agreement to extend the liquidation date of the Trust Account to November 27, 2017, and permit withdrawals for shareholder redemptions.
Voting Results:
| Proposal | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Extension Amendment | 19,197,738 | 135,851 | 0 |
| Trust Amendment | 19,234,151 | 99,438 | 0 |
Shareholder participation was 89.66% of outstanding shares entitled to vote.
Outlook, Risks, and Transaction Status
Merger with Rimini Street, Inc.: The Company entered into a Merger Agreement on May 16, 2017, to acquire Rimini Street, Inc. The shareholder approvals described above satisfied a key closing condition (the "Extension Approval Condition").
Timeline: The Company and Rimini Street continue to target closing the transaction in the third quarter of 2017. However, the filing explicitly states there can be no assurances regarding the timing of satisfying all remaining closing conditions, including regulatory approvals, which could delay the closing.
Risks: The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially from expectations due to risks and uncertainties beyond the Company's control.
Investor Verification Checklist
- Verify the status of remaining closing conditions for the Rimini Street merger, specifically regulatory approvals.
- Confirm the final closing date, as the target of Q3 2017 is not guaranteed.
- Review the Definitive Proxy Statement filed on April 24, 2017, for detailed information on participants in the solicitation and their interests.
- Monitor for the filing of the joint proxy statement/prospectus regarding the merger.