GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.
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Submission of Matters to a Vote of Security Holders. |
On May 23, 2017, GP Investments Acquisition Corp., a Cayman
Islands exempted company limited by shares (the Company), held an
extraordinary general meeting of shareholders at which it
submitted to a vote of shareholders two proposals.
The first proposal, to be approved by the affirmative vote of the
holders of at least two-thirds of the then outstanding shares,
was to amend the Companys amended and restated memorandum and
articles of association (the Extension Amendment), to extend the
date by which the Company must (i) consummate a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or
entities (a business combination), (ii) cease its operations if
it fails to complete such business combination, and (iii) redeem
all of the Companys ordinary shares included as part of the units
sold in the Companys initial public offering that was consummated
on May 26, 2015 (the IPO), from May 26, 2017 to November 27, 2017
(the Extension Amendment Proposal).
The second proposal, to be approved by the affirmative vote of
the holders of at least 65% of the Companys outstanding ordinary
shares on the record date, was to approve, assuming the Extension
Amendment Proposal is approved and adopted, the amendment of the
Investment Management Trust Agreement, dated May 19, 2015, by and
between the Company and Continental Stock Transfer Trust Company
(Continental), to extend the date on which Continental must
liquidate the Trust Account established in connection with the
IPO if the Company has not completed an initial business
combination, from May 26, 2017 to November 27, 2017, and to
permit the withdrawal of funds from the Trust Account to pay
shareholders who properly exercise their redemption rights in
connection with the Extension Amendment (the Trust Amendment
Proposal).
At the extraordinary general meeting, holders of 19,333,589 of
our ordinary shares, par value $0.0001 per share, which
represents 89.66% of the shares outstanding and entitled to vote
as of the record date of April 24, 2017, were represented in
person or by proxy.
At the extraordinary general meeting, the shareholders approved
the Extension Amendment Proposal and the Trust Amendment Proposal
by the votes set forth below:
Approval of Extension Amendment
Proposal
| Votes For | Votes Against | Abstentions |
| 19,197,738 | 135,851 |
Approval of Trust Amendment Proposal
| Votes For | Votes Against | Abstentions |
| 19,234,151 | 99,438 |
| Item 8.01. | Other Events. |
As previously announced, on May 16, 2017, the Company 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 the Company (Merger Sub), Rimini
Street, Inc., a Nevada corporation (Rimini Street), and the
Holder Representative named therein.
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 Rimini Street
(the First Merger) with Rimini Street continuing as the surviving
corporation and a wholly-owned subsidiary of the Company. The
surviving corporation of the First Merger will then merge with
and into the Company (together with the First Merger, the
Mergers).
The closing of the Mergers is subject to certain closing
conditions, including, among others, approval by the Companys
shareholders of the Extension Amendment Proposal and the Trust
Amendment Proposal (theExtension Approval Condition).
Accordingly, as described in Item 5.07, the Extension Approval
Condition has been satisfied.
The Company and Rimini Street continue to target closing the
transaction in the third quarter of 2017. However, there can be
no assurances regarding the timing of satisfaction of all closing
conditions (including shareholder and regulatory approvals) set
forth in the Merger Agreement, which could delay timing of the
closing.
Forward Looking Statements
The Company believes that some of the information in this Form
8-K constitutes forward-looking statements. You can identify
these statements by forward-looking words such as will, expects
and proposes or similar words. You should read statements that
contain these words carefully because they (a) discuss future
expectations, (b) contain projections of future results of
operations or financial condition, and (c) state other
forward-looking information. The Company believes it is important
to communicate its expectations to the Companys shareholders.
However, there may be events in the future that the Company is
not able to predict accurately or over which the Company has no
control. Risks, uncertainties and events may cause actual results
to differ materially from the expectations described by the
Company in such forward-looking statements. You are cautioned not
to place undue reliance on these forward-looking statements,
which speak only as of the date of this Form 8-K. All
forward-looking statements included herein in this Form 8-K are
expressly qualified in their entirety by the cautionary
statements contained in this section. Except to the extent
required by applicable laws and regulations, we undertake no
obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or
otherwise. The Companys shareholders are also advised to read the
Definitive Proxy Statement, and any other relevant materials
filed with the Securities and Exchange Commission (the SEC),
carefully in their entirety, once available, including the
section included therein relating to forward-looking statements,
before making any voting or investment decision with respect to
the matters referred to in this Form 8-K.
Participants in the Solicitation
The Company 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 to the Merger Agreement under the rules of
the SEC. Information about the directors and executive officers
of the Company 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 definitive proxy statement filed with the SEC on
April 24, 2017 relating to the Companys extraordinary general
meeting which was held on May 23, 2017 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 once available by
directing a request to: Morrow Sodali LLC, 470 West Avenue, 3rd
Floor, Stamford, Connecticut 06902, Individuals call toll-free:
(800) 662-5200, Banks and brokerage, please call (203) 658-9400,
Email: GPIA.info@morrowsodali.com.
Disclaimer
This Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of the Company, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of
such state or jurisdiction.
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 10.04 with 677,490 shares trading hands.