GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA) Files An 8-K Entry into a Material Definitive Agreement

GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

GP Investments Acquisition Corp. (GPIAC), a blank check
company incorporated in the Cayman Islands, was formed for the
purpose of effecting a business combination with one or more
businesses. As previously announced, on May 16, 2017, GPIAC
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Lets Go Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of GPIAC (Merger
Sub), Rimini Street, Inc., a Nevada corporation (Rimini
Street), and the Holder Representative named therein. Rimini
Street is a leading independent provider of third-party
enterprise maintenance support. Rimini Street is a multinational
company utilizing a subscription-based support model.

The Merger Agreement provides that, among other things and in
accordance with the terms and subject to the conditions thereof,
at the closing Merger Sub will merge with and into the Rimini
Street (the First Merger) with Rimini Street continuing as
the surviving corporation and a wholly-owned subsidiary of GPIAC.
The surviving corporation of the First Merger will then merge
with and into GPIAC (the Second Merger and, together with
the First Merger, the Mergers). Prior to the First Merger,
GPIAC shall domesticate as a Delaware corporation. It is also
anticipated that in connection with the Mergers, GPIAC will
change its name to Rimini Street, Inc. and its NASDAQ listing
symbol to RMNI.

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

The consummation of the Mergers is subject to, among other
things, a closing condition requiring a minimum of $50,000,000 of
available cash, which is anticipated to be funded from cash
available in the GPIAC trust account (after satisfying any
shareholder redemptions and excluding certain deferred
underwriting commissions and other fees) and, as needed, backstop
equity financing from GPIC, Ltd. (the Sponsor) of up to
$35,000,000 as described below, and other potential third-party
equity financing (collectively, GPIAC Available Cash).
Assuming such closing condition is satisfied (and the
satisfaction or waiver of the other closing conditions described
below), GPIAC intends to use the GPIAC Available Cash to fund
unpaid transaction expenses incurred in connection with the
Mergers and the other transactions contemplated by the Merger
Agreement, to pay down certain of Rimini Streets indebtedness and
to deposit any remaining GPIAC Available Cash for the benefit of
the combined companys balance sheet.

At the effective time of the First Merger (the First Effective
Time), each issued and outstanding share of Rimini Streets
(a) Class A Common Stock, (b) Class B Common Stock, (c) Series A
Preferred Stock on an as-converted basis, (d) Series B Preferred
Stock on an as-converted basis and (e) 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 Merger 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 the right to receive the applicable
portion of the Merger Consideration in accordance with the Merger
Agreement. Each option to purchase a share of Rimini Streets
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 the combined company upon the same terms
and conditions as are in effect with respect to such option
immediately prior to the First Effective Time. Rimini Street will
take commercially reasonable actions so that any 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 and
(b) the number of shares of the Rimini Streets common stock
subject to the vested portion of such option. Certain holders of
warrants to purchase shares of Rimini Streets capital stock have
entered into a Warrant Consent and Conversion Agreement, to which
each such warrant will be converted into a warrant relating to
shares of the combined company. All other warrants to purchase
shares of Rimini Streets capital stock, with 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, all to a Conversion Agreement to be agreed with the
holders of such warrants.

In connection with the Merger Agreement, GPIAC has entered into
an equity commitment letter, dated May 16, 2017, with Sponsor, to
which, among other things, Sponsor will (in certain
circumstances) provide backstop equity financing by means of
purchasing newly issued shares of GPIAC common stock based on a
per share issue price of $10.00 per share in an aggregate amount
of up to $35,000,000 (the Backstop Equity Commitment).

The Board of Directors of GPIAC has unanimously (i) approved and
declared advisable the Merger Agreement and the Mergers and (ii)
resolved to recommend approval of this Agreement and other
related matters by the shareholders of GPIAC.

to its Amended and Restated Memorandum and Articles of
Association and in accordance with the terms and subject to the
conditions of the Merger Agreement, GPIAC will provide certain of
its shareholders with the opportunity to redeem,
contemporaneously with a vote on the Mergers, their GPIAC common
shares for cash equal to their pro rata share of the GPIAC trust
account.

The closing of the Mergers is subject to certain closing
conditions, including, among others, (1) approval of GPIACs
shareholders at GPIACs extraordinary general meeting of
shareholders scheduled for May 23, 2017, of the proposals set
forth in GPIACs definitive proxy statement filed with the
Securities and Exchange Commission (SEC) on April 24, 2017
(the GPIAC Extension Approval), (2) adoption by GPIACs
shareholders of the Merger Agreement and approval of certain
related matters, including the change in GPIACs jurisdiction of
incorporation to Delaware and adoption of new governing documents
and certain governance and other matters in connection therewith,
issuance of shares of GPIAC common stock in connection with the
Mergers, and certain approvals required by the rules of the
Nasdaq Capital Market (NASDAQ), (3) adoption by Rimini
Streets stockholders of the Merger Agreement and approval of the
Mergers, (4) effectiveness of a registration statement on Form
S-4 registering the shares of GPIAC common stock to be issued to
Rimini Streets stockholders to the Merger, (5) approval for the
listing of such shares on NASDAQ, (6) expiration or termination
of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (HSR), (7)
a minimum of $50,000,000 of GPIAC Available Cash, (8) following
any redemptions of GPIAC common shares by its shareholders, the
cash available in GPIACs trust account shall not be less than
$5,000,001 (in each case, after giving effect to payments in
respect of any redemptions) and (9) appointment of certain
directors to GPIACs Board of Directors in accordance with the
terms and subject to the conditions of the Merger Agreement.

GPIAC has made customary representations, warranties and
covenants in the Merger Agreement, including, among others,
covenants to (1) make required HSR filings and to use its
reasonable best efforts to obtain expiration or termination of
the waiting period under HSR, (2) prepare and submit a listing
application to NASDAQ and take other related actions required to
list the common shares of GPIAC to be issued in connection with
the Merger, (3) subject to certain conditions, appoint certain
directors to the GPIAC board of directors, with such appointment
to take effect as of the First Effective Time.

Rimini Street has made customary representations, warranties and
covenants in the Merger Agreement, including, among others,
covenants to (1) conduct its business in the ordinary course
during the period between the execution of the Merger Agreement
and the Effective Time and (2) to use its reasonable best efforts
to obtain expiration or termination of the waiting period under
HSR.

The Merger Agreement contains customary non-solicitation
restrictions prohibiting (1) Rimini Street and its subsidiaries
from initiating, soliciting or otherwise encouraging an
Acquisition Proposal (as defined in the Merger Agreement) or
conducting discussions or negotiations or entering into a
definitive agreement in connection therewith and (2) GPIAC from
making any proposal or offer that constitutes a Business
Combination Proposal (as defined in the Merger Agreement) or
initiating discussions or negotiations or entering into a
definitive agreement in connection therewith, provided, that
subject to certain conditions, GPIAC may take certain actions
related to an Acquiror Acquisition Proposal (as defined in the
Merger Agreement).

The Merger Agreement may be terminated at any time prior to the
consummation of the Merger (whether before or after the required
GPIAC stockholder votes have been obtained) by mutual written
consent of GPIAC and Rimini Street, by either Rimini Street or
GPIAC upon the failure to obtain the GPIAC Extension Approval (as
defined in the Merger Agreement) and, in certain other limited
circumstances, including if the Merger has not been consummated
by August 31, 2017, subject to extension until November 17, 2017
in certain circumstances.

On May 16, 2017, following execution and delivery of the Merger
Agreement and in connection with the transactions contemplated by
the Merger Agreement, certain of Rimini Streets stockholders have
entered into transaction support and voting agreements with
GPIAC, to which, among other things, such stockholders have,
among other things, agreed to vote their shares of Rimini Street
Class A Common Stock, Rimini Street Class B Common Stock, Series
A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock in favor of adoption of the Merger Agreement and
the approval of the Mergers at the meeting of the Rimini Street
stockholders held for such purpose. Assuming the performance in
accordance with the terms of such transaction support and voting
agreements by each of the Rimini Street stockholders named
therein, Rimini Street will obtain the relevant approvals of its
stockholders in connection with the Mergers and the other
transactions contemplated by the Merger Agreement. Also on May
16, 2017, in connection with the transactions contemplated by the
Merger Agreement, GPIAC, LLC has entered into a transaction
support and voting agreement, to which, among other things,
GPIAC, LLC has agreed to vote its shares of GPIAC common stock in
favor of the transactions at the extraordinary general meeting of
GPIACs shareholders to be held in connection with the
transactions contemplated by the Merger Agreement.

In connection with the transactions contemplated by the Merger
Agreement, certain of Rimini Streets stockholders (the
Specified Stockholders) have executed a letter agreement,
dated as of May 16, 2017, to which, among other things, such
Specified Stockholders have agreed to certain restrictions
regarding the transfer of the shares of GPIAC common stock
received by such Specified Stockholders in connection with the
Mergers.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, a copy of which is filed with this Current Report on
Form 8-K as Exhibit 2.1 and the terms of which are incorporated
by reference herein.

The Merger Agreement has been included to provide investors with
information regarding its terms. It is not intended to provide
any other factual information about GPIAC. The representations,
warranties and covenants contained in the Merger Agreement were
made only for purposes of the Merger Agreement as of the specific
dates therein, were solely for the benefit of the parties to the
Merger Agreement, may be subject to limitations agreed upon by
the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors
are not third-party beneficiaries under the Merger Agreement and
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the parties thereto or any of
their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of representations and
warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in
the GPIACs public disclosures.

Forward Looking Statements

Certain statements included in this communication are not
historical facts but are forward-looking statements for purposes
of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. Forward-looking statements
generally are accompanied by words such as may, should, would,
plan, intend, anticipate, believe, estimate, predict, potential,
seem, seek, continue, future, will, expect, outlook or other
similar words, phrases or expressions. These forward-looking
statements include, but are not limited to, statements regarding
the proposed transaction between GPIAC and Rimini Street,
including the expected transaction structure and post-closing
management. These statements are based on the current
expectations of GPIAC and Rimini Street management and are not
predictions of actual performance. These statements are subject
to a number of risks and uncertainties regarding GPIACs and
Rimini Streets respective businesses and the transaction, and
actual results may differ materially. These risks and
uncertainties include, but are not limited to, failure to achieve
the necessary shareholder approval for the proposed extension of
the date by which GPIAC must consummate an initial business
combination; changes in the business environment in which GPIAC
and Rimini Street operate, including inflation and interest
rates, and general financial, economic, regulatory and political
conditions affecting the industry in which Rimini Street
operates; adverse litigation developments; inability to refinance
existing debt on favorable terms; changes in taxes, governmental
laws, and regulations; competitive product and pricing activity;
difficulties of managing growth profitably; the loss of one or
more members of GPIACs or Rimini Streets management team; the
inability of the parties to successfully or timely consummate the
proposed transaction, including the risk that the required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the transaction or
that the approval of the stockholders of GPIAC and/or the
stockholders of Rimini Street for the transaction is not
obtained; failure to realize the anticipated benefits of the
transaction, including as a result of a delay in consummating the
transaction or a delay or difficulty in integrating the
businesses of GPIAC and Rimini Street; uncertainty as to the
long-term value of GPIAC common stock; the inability to realize
the expected amount and timing of cost savings and operating
synergies; those discussed in GPIACs Annual Report on Form 10-K
for the year ended December 31, 2016 under the heading Risk
Factors, as updated from time to time by GPIACs Quarterly Reports
on Form 10-Q and other documents of GPIAC on file with the
Securities and Exchange Commission (SEC) or in the joint proxy
statement/prospectus that will be filed with the SEC by GPIAC.
There may be additional risks that neither GPIAC nor Rimini
Street presently know or that GPIAC and Rimini Street currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements provide GPIACs and Rimini
Streets expectations, plans or forecasts of future events and
views as of the date of this communication. GPIAC and Rimini
Street anticipate that subsequent events and developments will
cause GPIACs and Rimini Streets assessments to change. However,
while GPIAC and Rimini Street may elect to update these
forward-looking statements at some point in the future, GPIAC and
Rimini Street specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing GPIACs and Rimini Streets assessments as of any date
subsequent to the date of this communication.

No Offer or Solicitation

This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy or an
invitation to purchase any securities or the solicitation of any
vote or approval in any jurisdiction in connection with the
proposed business combination between Rimini Street and GPIAC or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.

Important Information For Investors And
Stockholders

In connection with the proposed extension of the date by which
GPIAC must consummate an initial business combination, GPIAC
filed with the SEC a definitive proxy statement, dated April 24,
2017 and first mailed to shareholders on or about such date (the
Extension Proxy Statement).

In connection with the transactions referred to in this
communication, GPIAC expects to file a registration statement on
Form S-4 with the SEC containing a preliminary joint proxy
statement of GPIAC and Rimini Street that also constitutes a
preliminary prospectus of GPIAC. After the registration statement
is declared effective GPIAC and Rimini Street will mail a
definitive joint proxy statement/prospectus to stockholders of
GPIAC and stockholders of Rimini Street.

This communication is not a substitute for the Extension Proxy
Statement, the joint proxy statement/prospectus or registration
statement or for any other document that GPIAC may file with the
SEC and send to GPIACs stockholders and/or Rimini Streets
stockholders in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXTENSION
PROXY STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain free
copies of the Extension Proxy Statement, the joint proxy
statement/prospectus (when available) and other documents filed
with the SEC by GPIAC through the website maintained by the SEC
at http://www.sec.gov. Copies of the documents filed with the SEC
by GPIAC are available free of charge by contacting GPIAC at 150
E. 52nd Street, Suite 5003, New York, New York 10022, Attn:
Investor Relations.

Participants in the Solicitation

GPIAC and its directors and executive officers and other persons
may be may be considered participants in the solicitation of
proxies with respect to the proposed extension of the date by
which GPIAC must consummate an initial business combination under
the rules of the SEC. GPIAC and Rimini Street and their
respective directors and certain of their respective executive
officers may be considered participants in the solicitation of
proxies with respect to the proposed transactions under the rules
of the SEC. Information about the directors and executive
officers of GPIAC is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2016, which was filed with the
SEC on March 16, 2017. Additional information regarding the
participants in the proxy solicitations and a description of
their direct and indirect interests, by security holdings or
otherwise, are included in the Extension Proxy Statement and also
will be included in the joint proxy statement/prospectus and
other relevant materials to be filed with the SEC when they
become available. These documents can be obtained free of charge
from the sources indicated above.

Item 3.02 Unregistered Sales of Equity
Securities.

The disclosure set forth above in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference herein. The
shares of the GPIACs common stock that may be issued in
connection with the Backstop Equity Commitment will not be
registered under the Securities Act in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of May 16, 2017, by and among GP Investments Acquisition Corp., Lets Go Acquisition Corp., Rimini Street, Inc. and the Holder Representative named therein.

About GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA)
GP Investments Acquisition Corp. is a blank check company. The Company is 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. The Company has no operations. The Company has not generated any revenue. GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA) Recent Trading Information
GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA) closed its last trading session 00.00 at 10.01 with 0 shares trading hands.