Business Context and Reporting Period
This Form 8-K is filed by GP Investments Acquisition Corp. ("GPIAC"), a Cayman Islands exempted company and emerging growth company, on August 21, 2017, reporting an event dated August 17, 2017. The filing concerns a proposed business combination with Rimini Street, Inc. ("Rimini Street") pursuant to a Merger Agreement dated May 16, 2017, and amended on June 30, 2017.
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. This document serves as a procedural notice regarding a corporate transaction rather than a financial performance report.
Material Changes and Transaction Details
- Record Date Established: GPIAC has set the close of business on Thursday, August 31, 2017, as the record date for its extraordinary general meeting.
- Meeting Purpose: Shareholders will vote on proposals including the approval of the Merger Agreement, GPIAC's proposed domestication to Delaware, and modifications to organizational documents.
- Regulatory Filings: A Registration Statement on Form S-4 was originally filed on June 30, 2017, and amended on August 9, 2017. A definitive proxy statement/prospectus will be mailed after SEC effectiveness.
Guidance, Risks, and Contingencies
The filing contains extensive forward-looking statements regarding the proposed transaction, noting that actual results may differ materially due to various risks. Key contingencies and risks include:
- Failure to obtain required regulatory approvals or shareholder approvals from GPIAC and Rimini Street.
- Delays in consummating the transaction or difficulties in integrating the businesses.
- Inability to realize anticipated cost savings and operating synergies.
- Adverse changes in the business environment, including inflation, interest rates, and regulatory conditions.
- Adverse litigation developments and the inability to refinance existing debt on favorable terms.
- Loss of key management personnel.
The registrant explicitly disclaims any obligation to update these forward-looking statements.
Important Facts for Investor Verification
- Verify the effectiveness of the Registration Statement on Form S-4 (File No.: 333-219101) to confirm the mailing of the definitive proxy statement/prospectus.
- Confirm the outcome of the extraordinary general meeting scheduled after the August 31, 2017 record date.
- Review the joint proxy statement/prospectus for detailed financial data, merger terms, and specific risk factors not included in this 8-K.
- Monitor for any updates regarding regulatory approvals required for the domestication to Delaware and the merger.