Business Context and Reporting Period
Filing discrepancy: The provided Form 10-K is for GP Investments Acquisition Corp., not Rimini Street, Inc. It covers the fiscal year ended December 31, 2015, with operations beginning January 28, 2015.
The registrant was a Cayman Islands blank check company formed to identify and complete an initial business combination, principally in the asset-management industry but potentially in other sectors. It had not commenced operating activities or generated revenue by year-end.
Financial Metrics
| Metric | 2015 |
|---|---|
| Revenue | No operating revenue |
| Operating costs | $208,978 |
| Loss from operations | $208,978 |
| Interest income | $78,252 |
| Net loss | $130,726 |
| Basic and diluted loss per share | $0.03 loss |
| Cash outside Trust Account | $967,449 |
| Cash and securities in Trust Account | $172,578,252, including $78,252 of interest |
| Total assets | $173,553,652 |
| Accounts payable and accrued expenses | $19,968 |
| Deferred underwriting fees | $6,037,500 |
| Ordinary shares subject to possible redemption | $162,496,183, representing 16,242,250 shares |
| Shareholders’ equity | $5,000,001 |
| Net cash used in operating activities | $196,961 |
The company completed a May 26, 2015 initial public offering of 17,250,000 units at $10.00 per unit, generating gross proceeds of $172.5 million, and sold 6,062,500 private-placement warrants for $6.1 million. No debt was outstanding at year-end, and the filing reports no off-balance-sheet financing arrangements.
Material Changes and Fourth-Quarter Information
No prior comparable annual period exists because the company was incorporated in January 2015. Fourth-quarter operating costs were $85,214, interest income was $13,686, and fourth-quarter net loss was $71,528. Cash declined from $1,045,663 at September 30, 2015 to $967,449 at December 31, 2015, while Trust Account assets increased from $172,564,566 to $172,578,252.
The company’s ordinary shares and warrants began separate trading on Nasdaq on July 10, 2015. The filing does not report a completed business combination through December 31, 2015.
Outlook, Risks, Contingencies, and Unusual Items
- The company had 24 months from the May 19, 2015 IPO closing date, or until May 19, 2017, to complete a business combination.
- If no transaction was completed, the company was required to cease operations, redeem public shares using the Trust Account, and liquidate. Public warrants would expire worthless.
- Public shareholders could generally redeem shares for approximately the Trust Account value per share, subject to a minimum net tangible asset requirement of $5,000,001 and other transaction-specific conditions.
- The Trust Account was invested in short-term U.S. government securities or qualifying money-market funds. Management reported no material interest-rate risk.
- The company expected funds outside the Trust Account to support operations for at least the next twelve months, but warned that cost overruns, redemption activity, or transaction size could require additional financing.
- The deferred underwriting fee was payable only if a business combination was completed; the underwriters agreed to waive it if the company liquidated.
- Material risks included failure to identify or complete a suitable transaction, limited operating history, competition from better-capitalized acquisition vehicles, dilution from warrants or new securities, potential conflicts involving the Sponsor and management, and possible claims against the Trust Account.
- The Sponsor agreed to indemnify the company for certain third-party claims that reduce Trust Account funds, but the filing states that the Sponsor’s ability to satisfy those obligations was not independently verified.
- The company paid an affiliate of the Sponsor $10,000 per month for office, administrative, and support services; $80,000 was incurred in 2015, with $10,000 payable at year-end.
- Management concluded that disclosure controls and procedures were effective. No management assessment or auditor attestation of internal control over financial reporting was included because of the applicable transition period for newly public companies.
Investor Verification Points
- Verify the issuer identity: the supplied filing is for GP Investments Acquisition Corp., not Rimini Street, Inc.
- Confirm whether the intended filing was a different company, period, or accession number before relying on these figures.
- Review the audited financial statements and Trust Account reconciliation supporting the $172.6 million balance.
- Confirm the May 19, 2017 business-combination deadline and the terms governing redemption and liquidation.
- Assess dilution from 8,625,000 public warrants, 6,062,500 private-placement warrants, and any potential working-capital warrants.
- Review Sponsor indemnification limitations, deferred underwriting fees, related-party service payments, and potential creditor claims against the Trust Account.
- Confirm that no subsequent event or business-combination announcement was omitted from the supplied text; the filing states that no reportable subsequent event was identified through March 28, 2016.