10-Q 1 v470846_10q.htm FORM 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-Q

 

  x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2017

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                               to                             

 

Commission File Number: 001-37397

 

GP INVESTMENTS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands NA

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

150 E. 52nd Street, Suite 5003

New York, NY

10022
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 430-4340

 

N/A

(Former name or former address, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x     No   ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   x     No   ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨ Accelerated filer  x
Non-accelerated filer  ¨ Smaller reporting company  ¨
(Do not check if a smaller reporting company)  Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   x     No   ¨

 

As of July 25, 2017, there were 20,009,776 shares of the Company’s ordinary shares issued and outstanding. 

  

   

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION 3
     
ITEM 1. FINANCIAL STATEMENTS 3
     
  Condensed Balance Sheets 3
     
  Condensed Statements of Operations 4
     
  Condensed Statements of Cash Flows 5
     
  Notes to Condensed Financial Statements 6
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 18
     
ITEM 4. CONTROLS AND PROCEDURES 18
     
PART II. OTHER INFORMATION 19
     
ITEM 1. LEGAL PROCEEDINGS 19
     
ITEM 1A. RISK FACTORS 19
     
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 19
     
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 19
     
ITEM 4. MINE SAFETY DISCLOSURES 19
     
ITEM 5. OTHER INFORMATION 19
     
ITEM 6. EXHIBITS 19
     
SIGNATURES 20

 

 2 

 

  

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GP INVESTMENTS ACQUISITION CORP.

 

Condensed Balance Sheets

 

   June 30,
2017
   December 31,
2016
 
   (Unaudited)     
ASSETS          
Current Assets          
Cash and cash equivalents  $1,551   $1,551 
Prepaid expenses   241,000    217,668 
Total Current Assets   242,551    219,219 
           
Cash and marketable securities held in Trust Account   157,897,989    173,051,990 
TOTAL ASSETS  $158,140,540   $173,271,209 
           
LIABILITIES AND SHAREHOLDERS' EQUITY          
Current Liabilities          
Accounts payable and accrued expenses  $125,000   $63,009 
Advances from related party   -    635,681 
Total Current Liabilities   125,000    698,690 
           
Deferred underwriting fees   6,037,500    6,037,500 
Promissory note – related party   2,980,631    1,900,000 
Total Liabilities   9,143,131    8,636,190 
           
Commitments and Contingencies          
           
Ordinary shares subject to possible redemption, 14,315,363 and 15,912,582 shares at redemption value as of June 30, 2017 and December 31, 2016, respectively   143,997,408    159,635,018 
           
Shareholders' Equity          
Preferred shares, $0.0001 par value; 20,000,000 authorized, none issued and outstanding   -    - 
Ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 5,694,413 and 5,649,918 shares issued and outstanding (excluding 14,315,363 and 15,912,582 shares subject to possible redemption) as of June 30, 2017 and December 31, 2016, respectively   569    565 
Additional paid-in capital   8,020,737    7,991,327 
Accumulated deficit   (3,021,305)   (2,991,891)
Total Shareholders' Equity   5,000,001    5,000,001 
           
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $158,140,540   $173,271,209 

 

The accompanying notes are an integral part of the condensed financial statements.

 

 3 

 

  

GP INVESTMENTS ACQUISITION CORP.

 

Condensed Statements of Operations

(Unaudited)

 

  

Three Months Ended

June 30,

   Six Months Ended
June 30,
 
   2017   2016   2017   2016 
                 
Operating costs  $304,223   $821,564   $483,609   $1,888,476 
Loss from operations   (304,223)   (821,564)   (483,609)   (1,888,476)
                     
Other income:                    
Interest income   251,336    177,112    451,511    338,339 
Unrealized gain (loss) on marketable securities held in Trust Account   27,744    (103,291)   2,684    - 
Net Loss  $(25,143)  $(747,743)  $(29,414)  $(1,550,137)
                     
Weighted average shares outstanding, basic and diluted (1)   5,666,429    5,425,188    5,658,219    5,372,719 
                     
Basic and diluted net loss per common share  $0.00   $(0.14)   (0.01)   (0.29)

 

(1)Excludes an aggregate of up to 14,315,363 and 16,055,829 shares subject to redemption at June 30, 2017 and 2016, respectively.

 

The accompanying notes are an integral part of the condensed financial statements.

 

 4 

 

  

GP INVESTMENTS ACQUISITION CORP.

 

Condensed Statements of Cash Flows

(Unaudited)

 

   Six Months Ended June 30, 
   2017   2016 
         
Cash Flows from Operating Activities:          
Net loss  $(29,414)  $(1,550,137)
Adjustments to reconcile net loss to net cash used in operating activities:          
Interest earned on marketable securities held in Trust Account   (451,511)   (338,339)
Unrealized gain on marketable securities held in Trust Account   (2,684)   - 
Changes in operating assets and liabilities:          
Prepaid expenses   (23,332)   (255,966)
Accounts payable and accrued expenses   61,991    921,270 
Net cash used in operating activities   (444,950)   (1,223,172)
           
Cash Flows from Investing Activities:          
Cash withdrawn from Trust Account   15,608,196    - 
Net cash provided by investing activities   15,608,196    - 
           
Cash Flows from Financing Activities:          
Proceeds from related party promissory notes   444,950    388,047 
Redemption of ordinary shares   (15,608,196)   - 
Net cash (used in) provided by financing activities   (15,163,246)   388,047 
           
Net Change in Cash and Cash Equivalents   -    (835,125)
Cash and Cash Equivalents - Beginning   1,551    967,449 
Cash and Cash Equivalents - Ending  $1,551   $132,324 
           
Non-cash investing and financing activities:          
Change in value of ordinary shares subject to possible redemption  $(29,414)  $1,550,137 
Reclassification of related party advances to related party promissory notes  $635,681   $- 
Payment of offering costs and operational costs pursuant to related party advances  $-   $388,047 

 

The accompanying notes are an integral part of the condensed financial statements.

 

 5 

 

   

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

GP Investments Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on January 28, 2015. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

 

At June 30, 2017, the Company had not yet commenced operations. All activity through June 30, 2017 related to the Company’s formation, its Initial Public Offering (as defined below), which is described below, and identifying and evaluating a target company for a Business Combination and activities in connection with the announced and subsequently terminated proposed acquisition of WKI Holding Company, Inc. (“WKI”) described below and the proposed acquisition of Rimini Street, Inc. (“Rimini Street”), as described in Note 6.

 

On April 19, 2016, the Company entered into an Agreement and Plan of Merger (as amended on July 28, 2016, the “Merger Agreement”), by and among the Company, Let’s Go Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Let’s Go”), WKI, and, solely in its capacity as the initial Holder Representative thereunder, WKI Group, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, the Company agreed to acquire all of the outstanding capital stock of WKI, the parent company of World Kitchen, LLC, a leading multinational manufacturer and marketer of houseware products. On November 11, 2016, the parties entered into a letter agreement terminating the Merger Agreement, effective November 11, 2016.

 

On May 16, 2017, the Company entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 thereto on June 30, 2017 (the “Rimini Merger Agreement”), by and among the Company, Let’s Go, Rimini Street and the Rimini Holder Representative (as defined in the Rimini Merger Agreement). Pursuant to the Rimini Merger Agreement, the Company agreed to acquire all of the outstanding capital stock of Rimini Street, a global provider of enterprise software products and services, and the leading independent support provider for Oracle and SAP products, based on the number of clients supported.

 

The registration statement for the Company’s initial public offering (the “Initial Public Offering”) was declared effective on May 19, 2015. On May 26, 2015, the Company consummated the Initial Public Offering of 17,250,000 units (“Units”), which included the exercise by the underwriters of their entire overallotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000. The Initial Public Offering is further described in Note 3.

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,062,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Company’s sponsor, GPIC Ltd, a Bermuda company (“Sponsor”), generating gross proceeds of $6,062,500. The sale of Private Placement Warrants is further described in Note 4. 

 

Transaction costs amounted to $10,960,590, consisting of $4,312,500 of underwriting fees, $6,037,500 of deferred underwriting fees (which are held in the Trust Account (defined below)) and $610,590 of Initial Public Offering costs. In addition, at June 30, 2017, $1,551 of cash was held outside of the Trust Account and was available for working capital purposes.

 

Following the closing of the Initial Public Offering, an amount of $172,500,000 ($10.00 per share) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below.

 

On May 23, 2017, the Company held an extraordinary general meeting of its shareholders whereby the shareholders approved an amendment to the Company’s Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from May 26, 2017 to November 27, 2017 (“Extension Amendment”). The number of ordinary shares redeemed in connection with the Extension Amendment was 1,552,724. The Company distributed $15,608,196, or approximately, $10.05 per share, to redeeming shareholders. As of May 23, 2017, the balance in the Company’s Trust Account, after deduction of the amount required to redeem the ordinary shares, was $157,779,604.

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Units are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s Business Combination must be with a target business or businesses whose collective fair market value is equal to at least 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for such Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.

 

 6 

 

 

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

The Company will provide its shareholders with the opportunity to redeem all or a portion of their shares included in the Units sold in the Initial Public Offering (the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The per-share price of the Public Shares to be redeemed (initially $10.00 per share), payable in cash, will be equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income tax obligations, divided by the number of then outstanding Public Shares. The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company’s initial shareholders have agreed to waive their redemption rights with respect to the founder shares (as defined in Note 5) and Public Shares in connection with the completion of a Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.

  

If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval, it will complete a Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders have agreed to vote their founder shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Additionally, each shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

 

If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions in connection with a Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering (“Excess Shares”). However, the Company would not be restricting the shareholders’ ability to vote all of their shares (including Excess Shares) for or against a Business Combination.

 

In connection with the Extension Amendment approved by the Company’s shareholders on May 23, 2017, the Company has until November 27, 2017 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of the laws of the Cayman Islands and other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

 

The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if the Company fails to complete a Business Combination during the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

 

 7 

 

 

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its initial shareholders and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of June 30, 2017, the Company had $1,551 held outside of the Trust Account. Interest earned on the Trust Account balance through June 30, 2017 available to be released to the Company for the payment of income tax obligations amounted to approximately $1,006,000. As of June 30, 2017, the Sponsor has committed to provide loans to the Company up to a total aggregate amount of $3,400,000, of which $2,980,631 was outstanding as of June 30, 2017 (see Note 5). Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or the end of the Combination Period, the date that the Company will be required to cease all operations except for the purpose of winding up, if a Business Combination is not consummated.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

 

Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

 

The accompanying unaudited condensed financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2016 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The interim results for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future interim periods.

 

Emerging growth company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

 8 

 

 

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and cash equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2017 and December 31, 2016.

 

Cash and marketable securities held in Trust Account

 

The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of June 30, 2017, cash and marketable securities held in the Trust Account consisted of $157,897,989 in United States Treasury Bills with a maturity date of 180 days or less.

 

Ordinary shares subject to possible redemption

 

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2017 and December 31, 2016, the ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

 

Income taxes

 

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2017, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of June 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months.

 

The Company may be subject to potential examination by U.S. federal, U.S. states or foreign taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws.

 

The Company’s tax provision is zero because the Company is organized in the Cayman Islands with no connection to any other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

 

 9 

 

 

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

Net loss per share

 

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at June 30, 2017 and 2016 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase 14,687,500 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

 

Concentration of credit risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2017, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

 

Fair value of financial instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

 

Recent Accounting Pronouncements 

 

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

 

NOTE 3. INITIAL PUBLIC OFFERING

 

On May 26, 2015, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. In addition, as a result of the underwriters election to exercise their entire over-allotment option, the Company sold an additional 2,250,000 Units to the underwriters at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share (see Note 8).

 

NOTE 4. PRIVATE PLACEMENT

  

Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 6,062,500 Private Placement Warrants at a purchase price of $1.00 per warrant in a private placement. Each Private Placement Warrant is exercisable to purchase one ordinary share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On March 2, 2015, the Company issued 4,312,500 ordinary shares to GPIAC, LLC, a company whose sole member is the Sponsor (the “founder shares”), for an aggregate purchase price of $25,000. The 4,312,500 founder shares included an aggregate of up to 562,500 shares subject to forfeiture by the initial shareholders (or their permitted transferees) on a pro rata basis depending on the extent to which the underwriter’s over-allotment was exercised. As a result of the underwriter’s election to exercise its full over-allotment option to purchase 2,250,000 Units on May 26, 2015 (see Note 6), 562,500 founder shares were no longer subject to forfeiture. The founder shares are identical to the Public Shares included in the Units sold in the Initial Public Offering, except that (1) the founder shares are subject to certain transfer restrictions and (2) the initial shareholders have agreed (i) to waive their redemption rights with respect to the founder shares and Public Shares purchased during or after the Initial Public Offering in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if the Company fails to complete a Business Combination within the Combination Period.

 

 10 

 

 

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

Administrative Services Fee

 

Commencing on May 19, 2015, the Company has agreed to pay an affiliate of the Sponsor a monthly fee of $10,000 for general and administrative services. For the three months ended June 30, 2017 and 2016, the Company incurred $30,000 of administrative service fees. For the six months ended June 30, 2017 and 2016, the Company incurred $60,000 of administrative service fees, of which $120,000 and $60,000, respectively, is payable and included in accounts payable and accrued expenses in the accompanying condensed balance sheet as of June 30, 2017 and December 31, 2016, respectively.

 

Related Party Advances

 

Through December 31, 2016, the Sponsor advanced an aggregate of $635,681 in order to finance transaction costs in connection with the terminated Business Combination with WKI. The advances were non-interest bearing, unsecured and payable only upon the completion of a Business Combination. As a result of the amendment to the Sponsor’s commitment to provide loans to the Company of up to a total aggregate amount of $3,400,000 (see below), the outstanding advances of $635,681 were reclassified to related party promissory loans and are now included in the outstanding amounts owed under such loans. Accordingly, as of June 30, 2017, there are no related party advances outstanding.

 

Related Party Loans

 

As of June 30, 2017, the Sponsor has committed to provide loans to the Company up to an aggregate of $3,400,000 in order to finance transaction costs in connection with a Business Combination. The loans are evidenced by a promissory note, are non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. As of June 30, 2017, $2,980,631 was outstanding under the loans.

 

Other than as described above, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company additional funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

 

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,000,000 of Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans.

 

NOTE 6. COMMITMENTS AND CONTINGENCIES

 

Contingent Transaction Fee Arrangements

 

The Company has entered into fee arrangements with certain service providers, advisors and the Sponsor pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of June 30, 2017, the amount of these contingent fees was approximately $3,993,000. To the extent a Business Combination is consummated, the Company anticipates incurring a significant amount of additional costs. There can be no assurances that the Company will complete a Business Combination.

   

Registration Rights

 

Pursuant to a registration rights agreement entered into on May 19, 2015 with the holders of the founder shares, Private Placement Warrants and Warrants, the holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities and shares that may be issued upon conversion of the Private Placement Warrants, Warrants and Working Capital Loans, if any. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-Up Period (as defined in the registration rights agreement). The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The underwriters are entitled to an underwriting discount of 6.0%, of which two and one-half percent (2.5%), or $4,312,500, was paid in cash at the closing of the Initial Public Offering on May 26, 2015, and up to three and one-half percent (3.5%), or $6,037,500, has been deferred. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

 

 11 

 

 

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

NOTE 7. MERGER AGREEMENT

 

On May 16, 2017, the Company, Let’s Go, Rimini Street and the Rimini Holder Representative entered into the Rimini Merger Agreement. Pursuant to the Rimini Merger Agreement, among other things and in accordance with the terms and subject to the conditions of the Rimini Merger Agreement, and following the domestication of the Company to Delaware, Let’s Go will merge with and into Rimini Street, with Rimini Street surviving and becoming a wholly-owned subsidiary of the Company (the “first merger”). The surviving corporation of the first merger will then merge with and into the Company, with the Company surviving the merger (the “second merger” and, together with the first merger, the “Mergers”). The Company will be renamed Rimini Street, Inc. immediately after consummation of the second merger (referred to, both upon the domestication of the Company to Delaware and subsequent to such change of name, as “RMNI”).

 

Pursuant to the Rimini Merger Agreement, the aggregate purchase price is $775,000,000, as adjusted in accordance with the terms of the Rimini Merger Agreement (the “Merger Consideration”). At the closing of the business combination, the Company will pay the Merger Consideration in newly issued shares of RMNI common stock based on a per share issue price of $10.00 per share.

 

In accordance with the terms and subject to the conditions of the Rimini Merger Agreement, at the effective time of the first merger (the “first effective time”), each issued and outstanding share of Rimini Street’s Class A Common Stock, Class B Common Stock, Series A Preferred Stock on an as-converted basis, Series B Preferred Stock on an as-converted basis and Series C Preferred Stock on an as-converted basis (other than, in each case, such shares, if any, (i) held in the treasury of Rimini Street, which treasury shares shall be canceled as part of the Mergers and (ii) shares that are held by stockholders who have perfected and not withdrawn a demand for appraisal rights) will automatically be cancelled and converted into and become the right to receive the applicable portion of the Merger Consideration in accordance with the Rimini Merger Agreement.

 

Each option to purchase shares of Rimini Street’s common stock granted under an incentive plan that is outstanding at the first effective time will be converted into an option relating to shares of RMNI upon the same terms and conditions as are in effect with respect to such option immediately prior to the first effective time (except that the number of shares of RMNI subject to each RMNI option, and the exercise price thereof, shall be adjusted as set forth in the merger agreement to provide the holder thereof with the same economic value as the original option relating to shares of Rimini Street’s common stock). Rimini Street will take commercially reasonable actions so that any vested option held by a former employee or former service provider to Rimini Street is exercised or cancelled prior to the first effective time and, to the extent not exercised or cancelled, such option will be converted into the right to receive a cash payment equal to the product of (a) the excess of $10 over the per share exercise price and (b) the number of shares of the Rimini Street’s common stock subject to the vested portion of such option.

 

The Company has entered into a warrant consent and conversion agreement, dated May 16, 2017, with Rimini Street and CB Agent Services LLC (the “Origination Agent”) pursuant to which each Origination Agent warrant will be converted into a warrant relating to shares of RMNI. All other warrants to purchase shares of Rimini Street’s capital stock, which have an exercise price less than the value of Merger Consideration per fully diluted share, will be converted into shares of the applicable class of Rimini Street capital stock immediately prior to the first merger, in each case pursuant to a conversion agreement to be agreed with the holders of such warrants and the parties to the Rimini Merger Agreement.

 

In accordance with the terms and subject to the conditions of the Rimini Merger Agreement and subject to certain adjustments set forth therein, the aggregate purchase price for the business combination and related transactions is $775 million, which amount will be (i) reduced by, among other things set forth in the Rimini Merger Agreement, the amount of the indebtedness of Rimini Street existing on the Closing Date (as defined in the Rimini Merger Agreement), and (ii) increased by, among other things set forth in the Rimini Merger Agreement, the cash and cash equivalents held by or on behalf of Rimini Street existing on the Closing Date (as adjusted in accordance with the terms of the Rimini Merger Agreement) and (iii) reduced by the unpaid transaction fees and expenses associated with the Business Combination incurred by Rimini Street and its subsidiaries.

 

The Merger Consideration is also subject to an indemnification escrow of 5,500,000 RMNI shares of common stock for a period of one year following the consummation of the Business Combination. These escrow shares will be deducted from the RMNI shares issuable as Merger Consideration to certain Rimini Street stockholders, to secure any indemnification claims by the Company under the Rimini Merger Agreement. Any RMNI shares remaining in the indemnification escrow after twelve months following the consummation of the Business Combination (subject to any outstanding claims) will be distributed to those Rimini Street stockholders from whom the shares were withheld.

 

 12 

 

 

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

The consummation of the Business Combination is subject to, among other things, a closing condition requiring a minimum of $50,000,000 of available cash, which is expected to be funded from cash available in the Company’s Trust Account (after satisfying any shareholder redemptions, but including certain deferred underwriting commissions and other fees) and, as needed, backstop equity financing from the Sponsor of up to $35,000,000 and other potential third party equity financing (the “GPIA available cash”). Assuming such closing condition is satisfied (and the satisfaction or waiver of the other closing conditions described below), the Company intends to use the GPIA available cash to fund unpaid transaction expenses incurred in connection with the Business Combination and the other transactions contemplated by the Rimini Merger Agreement, to pay down certain of Rimini Street’s indebtedness and to deposit any remaining GPIA available cash for the benefit of the combined company’s balance sheet.

 

On June 30, 2017, the Company filed a registration statement on Form S-4 with the SEC containing a preliminary joint proxy statement/prospectus relating to the Merger Agreement and the shareholder approvals required to be sought from the shareholders of the Company and Rimini Street. Following effectiveness of such registration statement, the Company will mail to its shareholders the joint proxy statement/prospectus forming part of such registration statement.

 

NOTE 8. SHAREHOLDERS’ EQUITY

 

Preferred Shares - The Company is authorized to issue 20,000,000 preferred shares with a par value of $0.0001 per share in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. At June 30, 2017, there are no preferred shares designated, issued or outstanding.

 

Ordinary Shares - The Company is authorized to issue up to 400,000,000 ordinary shares, with a par value of $0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At June 30, 2017, there were 5,694,413 ordinary shares issued and outstanding (excluding 14,315,363 ordinary shares subject to possible redemption).

 

Warrants - Public Warrants may only be exercised for a whole number of ordinary shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 

 

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

  

Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or such purchasers’ permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

 

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Accordingly, the warrants may expire worthless.

 

NOTE 9. FAIR VALUE MEASUREMENTS

 

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

  

 13 

 

 

GP INVESTMENTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2017

(Unaudited)

 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

  Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
  Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
  Level 3:    Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

Description  Level  

June 30,

2017

  

December 31,

2016

 
Assets:               
Cash and marketable securities held in Trust Account   1   $157,897,989   $173,051,990 

 

NOTE 10. SUBSEQUENT EVENTS

 

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Based upon this review, the Company did not identify subsequent events that would have required adjustment to or disclosure in the financial statements.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

References in this report to “we,” “us” or the “Company” refer to GP Investments Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to holders of our insider shares. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical facts included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ending December 31, 2016 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Overview

 

We are a blank check company incorporated on January 28, 2015 as a Cayman Islands exempted company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering, the sale of warrants in a private placement that occurred simultaneously with the consummation of the Initial Public Offering, our shares, debt or a combination of these as the consideration to be paid in our initial business combination.

 

Recent Events

 

Terminated Merger Agreement

 

On April 19, 2016, the Company entered into an Agreement and Plan of Merger (as amended on July 28, 2016, the “Merger Agreement”), by and among the Company, Let’s Go Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company, WKI, and, solely in its capacity as the initial Holder Representative thereunder, WKI Group, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, the Company agreed to acquire all of the outstanding capital stock of WKI, the parent company of World Kitchen, LLC, a leading multinational manufacturer and marketer of houseware products. On November 11, 2016, the parties terminated the Merger Agreement, effective November 11, 2016.

 

Rimini Merger Agreement

 

On May 16, 2017, the Company, Let’s Go, Rimini Street and the Rimini Holder Representative (as defined in the Rimini Merger Agreement) entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 thereto on June 30, 2017 (the “Rimini Merger Agreement”). Pursuant to the Rimini Merger Agreement, among other things and in accordance with the terms and subject to the conditions of the Rimini Merger Agreement, and following the domestication of the Company to Delaware, Let’s Go will merge with and into Rimini Street, with Rimini Street surviving and becoming a wholly-owned subsidiary of the Company (the “first merger”). The surviving corporation of the first merger will then merge with and into the Company, with the Company surviving the merger (the “second merger” and, together with the first merger, the “Mergers”). The Company will be renamed Rimini Street, Inc. immediately after consummation of the second merger (referred to, both upon the domestication of the Company to Delaware and subsequent to such change of name, as “RMNI”).

 

Pursuant to the Rimini Merger Agreement, the aggregate purchase price is $775,000,000, as adjusted in accordance with the terms of the Rimini Merger Agreement (the “Merger Consideration”). At the closing of the business combination, the Company will pay the Merger Consideration in newly issued shares of RMNI common stock based on a per share issue price of $10.00 per share.

 

In accordance with the terms and subject to the conditions of the Rimini Merger Agreement, at the effective time of the first merger (the “first effective time”), each issued and outstanding share of Rimini Street’s Class A Common Stock, Class B Common Stock, Series A Preferred Stock on an as-converted basis, Series B Preferred Stock on an as-converted basis and Series C Preferred Stock on an as-converted basis (other than, in each case, such shares, if any, (i) held in the treasury of Rimini Street, which treasury shares shall be canceled as part of the Mergers and (ii) shares that are held by stockholders who have perfected and not withdrawn a demand for appraisal rights) will automatically be cancelled and converted into and become the right to receive the applicable portion of the Merger Consideration in accordance with the Rimini Merger Agreement.

 

 15 

 

 

Each option to purchase shares of Rimini Street’s common stock granted under an incentive plan that is outstanding at the first effective time will be converted into an option relating to shares of RMNI upon the same terms and conditions as are in effect with respect to such option immediately prior to the first effective time (except that the number of shares of RMNI subject to each RMNI option, and the exercise price thereof, shall be adjusted as set forth in the merger agreement to provide the holder thereof with the same economic value as the original option relating to shares of Rimini Street’s common stock). Rimini Street will take commercially reasonable actions so that any vested option held by a former employee or former service provider to Rimini Street is exercised or cancelled prior to the first effective time and, to the extent not exercised or cancelled, such option will be converted into the right to receive a cash payment equal to the product of (a) the excess of $10 over the per share exercise price and (b) the number of shares of the Rimini Street’s common stock subject to the vested portion of such option.

 

The Company has entered into a warrant consent and conversion agreement, dated May 16, 2017, with Rimini Street and CB Agent Services LLC (the “Origination Agent”) pursuant to which each Origination Agent warrant will be converted into a warrant relating to shares of RMNI. All other warrants to purchase shares of Rimini Street’s capital stock, which have an exercise price less than the value of Merger Consideration per fully diluted share, will be converted into shares of the applicable class of Rimini Street capital stock immediately prior to the first merger, in each case pursuant to a conversion agreement to be agreed with the holders of such warrants and the parties to the Rimini Merger Agreement.

 

In accordance with the terms and subject to the conditions of the Rimini Merger Agreement and subject to certain adjustments set forth therein, the aggregate purchase price for the business combination and related transactions is $775 million, which amount will be (i) reduced by, among other things set forth in the Rimini Merger Agreement, the amount of the indebtedness of Rimini Street existing on the Closing Date (as defined in the Rimini Merger Agreement), and (ii) increased by, among other things set forth in the Rimini Merger Agreement, the cash and cash equivalents held by or on behalf of Rimini Street existing on the Closing Date (as adjusted in accordance with the terms of the Rimini Merger Agreement) and (iii) reduced by the unpaid transaction fees and expenses associated with the Business Combination incurred by Rimini Street and its subsidiaries.

 

The Merger Consideration is also subject to an indemnification escrow of 5,500,000 RMNI shares of common stock for a period of one year following the consummation of the Business Combination. These escrow shares will be deducted from the RMNI shares issuable as Merger Consideration to certain Rimini Street stockholders, to secure any indemnification claims by the Company under the Rimini Merger Agreement. Any RMNI shares remaining in the indemnification escrow after twelve months following the consummation of the Business Combination (subject to any outstanding claims) will be distributed to those Rimini Street stockholders from whom the shares were withheld.

 

The consummation of the Business Combination is subject to, among other things, a closing condition requiring a minimum of $50,000,000 of available cash, which is expected to be funded from cash available in the Company’s Trust Account (after satisfying any shareholder redemptions, but including certain deferred underwriting commissions and other fees) and, as needed, backstop equity financing from the Sponsor of up to $35,000,000 and other potential third party equity financing (the “GPIA available cash”). Assuming such closing condition is satisfied (and the satisfaction or waiver of the other closing conditions described below), the Company intends to use the GPIA available cash to fund unpaid transaction expenses incurred in connection with the Business Combination and the other transactions contemplated by the Rimini Merger Agreement, to pay down certain of Rimini Street’s indebtedness and to deposit any remaining GPIA available cash for the benefit of the combined company’s balance sheet.

 

On June 30, 2017, the Company filed a registration statement on Form S-4 with the SEC containing a preliminary joint proxy statement/prospectus relating to the Merger Agreement and the shareholder approvals required to be sought from the shareholders of the Company and Rimini Street. Following effectiveness of such registration statement, the Company will mail to its shareholders the joint proxy statement/prospectus forming part of such registration statement.

 

Extension Amendment

 

On May 23, 2017, the Company held an extraordinary general meeting of its shareholders whereby the shareholders approved an amendment to the Company’s Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from May 26, 2017 to November 27, 2017 (“Extension Amendment”). The number of ordinary shares redeemed in connection with the Extension Amendment was 1,552,724. The Company distributed $15,608,196, or approximately, $10.05 per share, to redeeming shareholders. As of May 23, 2017, the balance in the Company’s Trust Account, after deduction of the amount required to redeem the ordinary shares, was $157,779,604.

 

Results of Operations

 

Since the completion of our Initial Public Offering, we have not generated any operating revenues and will not generate such revenues until after the completion of our business combination. All activity from inception to June 30, 2017 relates to our formation, our Initial Public Offering and private placement and the identification and evaluation of prospective candidates for a business combination. We generate non-operating income in the form of interest income on cash and securities held, which we expect to be insignificant in view of the low yields on short-term government securities. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 

 16 

 

 

For the three and six months ended June 30, 2017, we had a net loss of $25,143 and $29,414, respectively, mainly consisting of operating costs and transaction expenses relating to the proposed business combination with Rimini Street of $304,223 and $483,609, respectively, offset by interest earned on marketable securities held in the Trust Account of $251,336 and $451,511, respectively, and an unrealized gain on marketable securities held in the Trust Account of $27,744 and $2,684, respectively.

 

For the three and six months ended June 30, 2016, we had a net loss of $747,743 and $1,550,137, respectively, mainly consisting of operating costs and transaction expenses relating to the terminated business combination with WKI of $821,564 and $1,888,476, respectively, offset by interest income of $177,112 and $338,339, respectively, and an unrealized loss on marketable securities of $103,291 and $0, respectively.

 

Liquidity and Capital Resources

 

On May 26, 2015, we consummated our Initial Public Offering of 17,250,000 Units, which includes the exercise by the underwriters of their entire over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000 before underwriting discounts and expenses. Simultaneously with the consummation of the Initial Public Offering, we consummated the sale of an aggregate of 6,062,500 Private Placement Warrants, at a price of $1.00 per warrant in a private placement to GPIC, Ltd, a Bermuda company, generating gross proceeds of $6,062,500. Each Private Placement Warrant is exercisable to purchase one ordinary share at $11.50 per share.

 

We received net proceeds from our Initial Public Offering and sale of the Private Placement Warrants of $173,639,410, net of $4,312,500 cash paid for underwriting fees and $610,590 cash paid for offering costs. In addition, up to $6,037,500 of underwriting fees were deferred until the closing of a business combination. Upon the closing of our Initial Public Offering and the Private Placement Warrants, $172,500,000 was placed into the Trust Account, while the remaining funds were placed in an account outside of the Trust Account for working capital purposes.

 

As of June 30, 2017, we had cash and marketable securities held in the Trust Account of $157,897,989 (including approximately $1,006,000 of interest income which is available to pay our income tax obligations) consisting of cash and U.S. treasury bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be available to us to pay taxes and up to $100,000 of our dissolution expenses. Through June 30, 2017, we did not withdraw any funds from the interest earned on the Trust Account. Other than deferred underwriting fees payable in the event of a business combination, no amounts are payable to the underwriters of our Initial Public Offering.

 

As of June 30, 2017, we had cash of $1,551 held outside the Trust Account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of June 30, 2017, we had accounts payable and accrued expenses of $125,000, primarily representing amounts owed to certain service providers and advisors who have advised us on matters related to the terminated business combination with WKI and the proposed business combination with Rimini Street. We have entered into fee arrangements with certain service providers, advisors and the Sponsor pursuant to which certain fees incurred by us in connection with the terminated business combination with WKI and the proposed business combination with Rimini Street will be deferred and become payable only if we consummate an initial business combination. If an initial business combination does not occur, we will not be required to pay these contingent fees. As of June 30, 2017, the amount of these contingent fees was approximately $3,993,000. To the extent a potential initial business combination is consummated, we anticipate incurring a significant amount of additional costs. There can be no assurances that we will complete any initial business combination.

   

For the six months ended June 30, 2017, cash used in operating activities amounted to $444,950, mainly resulting from a net loss of $29,414, interest earned on the Trust Account of $451,511, and an unrealized gain on marketable securities held in the Trust Account of $2,684. Changes in operating assets and liabilities provided $38,659 of cash for operating activities.

 

For the six months ended June 30, 2016, cash used in operating activities amounted to $1,223,172, mainly resulting from a net loss of $1,550,137 and interest earned on the Trust Account of $338,339. Changes in operating assets and liabilities provided $665,304 of cash for operating activities.

 

We intend to use substantially all of the funds held in the Trust Account (less amounts used to pay taxes and deferred underwriting commissions) to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

  

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, structure, negotiate and complete a Business Combination and pay taxes to the extent the interest earned on the Trust Account is insufficient to pay our taxes.

 

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Based upon (i) amounts held outside the Trust Account, (ii) interest earned on the Trust Account available to be released to the Company for the payment of income tax obligations and (iii) loans that the Sponsor has committed to provide to the Company, in each case as described herein, we believe we have sufficient cash to operate our business through the earlier of a consummation of a Business Combination or the end of the Combination Period, the date that the Company will be required to cease all operations except for the purpose of winding up, if a Business Combination is not consummated. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 

Off-balance sheet financing arrangements

 

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

 

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or enter into any non-financial agreements involving assets.

 

Contractual obligations

 

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an administrative agreement to pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services, commencing on the date our securities are first listed on NASDAQ. Upon the earlier of the completion of the initial business combination or the Company’s liquidation, we will cease paying these monthly fees.

  

Critical Accounting Policies

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has not identified any critical accounting policies.

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account are invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

 

We have not engaged in any hedging activities since our inception on January 28, 2015. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2017. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

 

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Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2017 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

Exhibit
Number
  Description
31*   Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32*   Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase
101.DEF*   XBRL Taxonomy Extension Definition Linkbase
101.LAB*   XBRL Taxonomy Extension Label Linkbase
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase

 

*Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GP INVESTMENTS ACQUISITION CORP.
   
Date: July 26, 2017 /s/ Antonio Bonchristiano
  Name: Antonio Bonchristiano
  Title: Chief Executive Officer, Chief Financial Officer
  (Principal Financial and Accounting Officer)

  

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