SecProbe.io

May 4, 2015

Via E -mail
Antonio Bonchristiano
Chief Executive Officer
GP Investments Acquisition Corp.
150 E. 52nd Street, Suite 5003
New York, NY 10022

Re: GP Investments Acquisition  Corp.
Registration Statement on Form S -1
Filed April 17, 2015
  File No. 333-203500

Dear Mr. Bonchristiano :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Proposed Business , pag e 61

Overview, page 61

1. We note your disclosure that “potential sale value represents management’s best estimate
of the total revenues expected assuming the sale of all units in a real estate development
project,” and as such, it appears to be a projectio n.  Please tell us how you determined
you ha ve a reasonable basis to make this projection .  Refer to Item 10(b) of Regulation S -
K.

2. We note your response to comment 8 of our letter dated April 9, 2015, and your revised
disclosure regarding the cash -on-cash measure.  Please explain to us in greater detail how
cash-on-cash is calculated.  In particular, please explain why the ratio could be based on
income or fair value.

Antonio Bonchristiano
GP Investments Acquisition Corp.
May 4, 2015
Page 2

Management, page 79

3. We note that you have identified three individuals that will serve on the board of
directors prior to consummation of this offering.  Please file consents for these
individuals or advise.  Refer to Rule 438 for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are resp onsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Antonio Bonchristiano
GP Investments Acquisition Corp.
May 4, 2015
Page 3

 You may contact Isaac Esquivel  at (202) 551 -3395  or Jennifer Monick  at (202) 551 -3295
if you have questions regarding comments on the financial statements and related matters.
Please contact Sara von Althann  at (202) 551 -3207 or me at (202) 551 -3391 with any other
questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Senior Counsel

cc: Michael Mies
 Skadden, Arps, Slate, Meagher & Flom LLP