SecProbe.io

Mail Stop 3561
June 10 , 2016

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-4
Filed May 13, 2016
  File No. 333-211355

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 no t believe 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.

Prospectus Cover Page

1. We note your disclosure that immediately following the business combination, Sponsor
will hold approximately 28% of WDKN’s outstanding common stock, giving effect to
Sponsor’s planned $50 million equity commitment and assuming that no public GPIA
sharehold ers exercise their redemption rights.  Please include the percentage of WDKN
that will be owned by Sponsor in the event that GPIA shareholders exercise their
redemption rights to the maximum extent allowable, based on outstanding shares and on
a fully -diluted basis.  Please provide comparable disclosure throughout your combined
proxy statement and prospectus each time you discuss the relative voting power of
Sponsor.

Antonio Bonchristiano
GP Investments Acquisition Corp.
June 10, 2016
Page 2

 Questions and Answers About the Proposals

Why am I receiving this proxy statement/pros pectus…, page 4

2. When you state that GPIA’s board of directors recommends voting in favor each of the
proposals, please also briefly cross -reference the conflicts of interests of such directors in
the merger, as later discussed beginning on page 35.

What will World Kitchen’s equityholders receive in return for the acquisition…, page 8

3. Here and on the prospectus cover page, please revise to clearly quantify the portion of
merger consideration in terms of the amount of shares and cash that would be iss ued in
exchange for each share of World Kitchen common stock , assuming the merger were to
be consummated as of a current date.

4. You indicate that the $500 million aggregate purchase price may be adjusted at closing
pursuant to the terms of the merger agr eement.  Please provide ranges or estimates of
such potential adjustments and quantify the relative forms of consideration that may be
issued at closing (i.e. between equity and cash) to provide more meaningful disclosure of
the aggregate merger considerat ion likely payable.  Please provide comparable disclosure
throughout your combined proxy statement and prospectus when discussing the $500
million aggregate purchase price.

How do our Sponsor and the other initial shareholders intend to vote…, page 18

5. Please disclose that Sponsor and the other initial shareholders may purchase additional
shares prior to the closing of the business combination in accordance with the terms set
forth on pages 36 -37.

Summary of the Proxy Statement/Prospectus

Sources and U ses of Funds for the Business Combination, page 38

6. Please revise to state as of what date this information is being presented and clearly state
that certain amounts, such as estimated cash from World Kitchen and World Kitchen
debt, will likely fluctuate.  In this regard, it appears that the amount contained in the trust
account is as of a current date .  However, it is not readily apparent as of what date the
other amounts have been reflected.

7. We note your table summarizing the sources and uses for fundin g the business
combination.  We note several differences in this table and the information provided in
the unaudited pro forma condensed combined financial statements on page 181.  For
example, the value of the stock to be issued to World Kitchen equityhol ders, cash

Antonio Bonchristiano
GP Investments Acquisition Corp.
June 10, 2016
Page 3

 proceeds to World Kitchen equityholders and payment of transaction fees.  Please
reconcile these amounts or explain to us the reasons for  the differences.

Comparative Per Share Data, page 50

8. Please revise to include all of the required element s of Item 3(f) of Form S -4 or explain to
us how you believe you have done so.  Please also tell us why you have not included
historical weighted average shares outstanding and net income per share for WKI
Holding Company, Inc.

Risk Factors

Risks Related to the Merger, page 81

9. Please add a risk factor to discuss the risks resulting from the GPIA board of directors’
decision not to obtain a third party valuation of World Kitchen in connection with its
determination to approve the merger.  Refer to Item 3 o f Form S -4.

The Merger Proposal

Backgrounds of the Merger, page 115

10. You state that GPIA reviewed 250 companies as potential investment opportunities and
“made formal presentations to and/or submitted offers to several companies,” including
the seven com panies you later identify as Company A through Company G, and none of
such opportunities materialized.  Please clarify whether you made formal presentations to
and/or submitted offers to any companies other than the seven aforementioned entities
and, if so , why you have opted to discuss solely Company A through Company G.  Please
also clarify whether or not World Kitchen was among the 250 companies initially
reviewed and, if not, why.

11. You note that at the time Mr. Fleiss contacted World Kitchen on October  19, 2015,
Morgan Stanley already represented World Kitchen as its financial advisor.  Please
enhance your disclosure to discuss whether World Kitchen was actively seeking a
strategic alternative at this time and whether any competing offers were received by
World Kitchen prior to or after GPIA first engaged World Kitchen.

12. We note that on December 9, 2015, GPIA submitted an indication of interest to World
Kitchen reflecting an enterprise value of $513 million in a debt -free, cash -free
transaction, which a mount was later decreased to $503 million on January 20, 2016,
increased to $520 million on February 5, 2016, and reduced to $500 million on March 11,
2016.  In this regard we note your disclosure on page 134 that “[t]he consideration to be
paid by GPIA wa s determined through negotiations between GPIA and World Kitchen,”
but your disclosure here does not provide any discussion of any counter -offers submitted

Antonio Bonchristiano
GP Investments Acquisition Corp.
June 10, 2016
Page 4

 by World Kitchen or any other meaningful evidence of negotiation between the parties as
it pertains to valuation and the ultimate aggregate merger consideration to be payable by
GPIA.  Please enhance your disclosure to clarify how the initial proposed valuation of
World Kitchen was determined and discuss the underlying reasons behind the subsequent
chang es in proposed valuation.  Please also clearly explain how you arrived at the
aggregate merger consideration and the total mix of cash and stock consideration.

13. You state that GPIA and World Kitchen entered into an exclusivity period beginning on
Februar y 9, 2016.  Please enhance your disclosure to clarify whether GPIA extended an
offer to any other company as a potential investment opportunity prior to this time.

14. Please clarify the roles of the “multiple third -party advisers” you engaged during the due
diligence process and reference d on page 119.

15. Please elaborate upon the “various valuation metrics” that were discussed on April 13,
2016 and originally prepared by UBS in connection with discussions between GPIA and
UBS about the possibility of UBS re ndering a fairness opinion and whether those metrics,
and any analyses drawn from them, varied from those presented to the board on April 19,
2016.

16. Please revise to clarify the role of the special transaction committee.  In this regard,
disclosure on page 121 and elsewhere suggests that the special transaction committee was
formed solely to assess the fairness of the terms contemplated by the equity commit ment
letter between GPIA and  Sponsor.  However, as addressed in the comment below, it
appears that  the special transaction committee ultimately considered and recommended
the transaction with World Kitchen to the full board of directors.

17. Please revise your disclosure to provide the factors the special transaction committee
relied upon in recommendin g the transaction with World Kitchen to the full board of
directors.  In this regard, the factors in support of recommending the transaction to
shareholders, as set forth on page 124, are those of the full board, not the special
transaction committee.

18. Please enhance your disclosure to address how GPIA determined to enter into the equity
commitment with Sponsor and whether any alternative strategies, transactions or sources
of funding were considered.  Include in such discussion what consideration was give n to
the various advantages and disadvantages of Sponsor’s equity commitment.

GPIA’s Board of Directors’ Reasons for Approval of the Merger, page 123

19. We note that the UBS discussion materials were one of the factors considered by GPIA’s
board of directors in evaluating the merger with World Kitchen, and that UBS did not
prepare, nor was it asked to prepare, a fairness opinion.  Please discuss why GPIA
determined it would not request a fairness opinion related to the merger from UBS.

Antonio Bonchristiano
GP Investments Acquisition Corp.
June 10, 2016
Page 5

 Description of  Financial Analyses and Fairness Opinion of Duff & Phelps, page 127

20. We note the use of Management Projections by Duff & Phelps for its Discounted Cash
Flow Analysis.  We also note the use of projections by UBS, reflected on page 136.  If
both sets of proj ections were prepared by World Kitchen management, please state as
much and explain why these projections appear to differ.

Description of Discussion Materials of UBS, page 133

21. You state that since UBS was not requested to render a fairness opinion, “U BS did not
follow the procedures that it would ordinarily follow in connection with rendering an
opinion.”  Please describe how the omission of certain procedures impacted UBS’
financial analysis.

22. For each of the analyses conducted by UBS, please elabora te to provide additional
disclosure regarding the underlying data and considerations UBS used to arrive at the
values you provide.  As one example only, please disclose the selected public companies
and the financial data that UBS chose to use in conductin g the Selected Companies
Analysis.

23. We note reference throughout your prospectus to UBS as your board’s financial advisor,
the role undertaken by UBS in providing assistance to GPIA’s management and board of
directors and your indication that GPIA’s board considered the presentations of UBS in
recommending shareholder approval of the business combination.  In light of this reliance
upon UBS, please provide us with your analysis as to whether GPIA  is required to obtain
a consent from UBS pursuant to Section 7(a) of the Securities Act.

Projected Financial Information, page 135

24. Please revise your disclosure to briefly discuss the material assumptions that underlie
these projections and any material limiting factors on the projected information and
explain how you determined that providing projections through 2020 was reasonable.
Please also  explain how you determined that the Management Projections relied upon by
Duff & Phelps as part of its Discounted Cash Flow Analysis, which extend to 2022, are
reasonable.  Refer to Item 10(b) of Regulation S -K.

25. We note the presentation of World Kitchen sales projections without a GAAP measure of
income.  Please tell us how you considered presenting projections of net income and/or
earnings from continuing operations or income before extraordinary items since it can be
misleading to present sales or revenue projections without a measure of income.  Please
also consider presenting earnings per share to avoid any misleading inferences that may
arise due to contradictory trends in projected sales and projected measure of income.
Refer to Item 1 0(b)(2) of Regulation S -K.

Antonio Bonchristiano
GP Investments Acquisition Corp.
June 10, 2016
Page 6

 The Organizational Documents Proposals, page 142

26. You state that “[t]he organization documents proposals are conditioned on the approval
of the domestication proposal, and, therefore, also conditioned on approval of the merger
proposal.”  However, based on your preliminary proxy card in Annex G, with respect to
proposals numbered 3 through 8, it is not clear that such proposals are conditioned upon
the approval of other proposals.  Please advise or revise accordingly.

Organiza tional Documents Proposal F - Approval of Other Changes in Connection With
Adoption of the Proposal Organizational Documents

Reasons for the Amendments

Electing not to be governed by Section 203 of the DGCL, page 157

27. Please enhance your disclosure to add ress more specifically the reasons why the board
determined to exclude Sponsor from the definition of “interested stockholder.”

U.S. Federal Income Tax Considerations, page 171

28. If you elect to use a short -form opinion, please note that the opinion and the related tax
disclosure in the prospectus both must state clearly that the disclosure in the tax
consequences section of the prospectus is the opinion of Skadden, Arps, Slate, Me agher
& Flom LLP, and that disclosure must clearly identify and articulate the opinion being
rendered.  Please refer to Sections III.B and III.C of Staff Legal Bulletin 19 (Oct. 14,
2011).

Unaudited Pro Forma Condensed Combined Financial Information

3. Preliminary Allocation of Purchase Consideration, page 186

29. You state that the purchase price for the business combination is exp ected to be
approximately $500  million which will be reduced by the amount of indebtedness of
World Kitchen and increased by the  cash and cash equivalents held by World Kitchen.
You further state that 75% of the merger consideration will be paid in cash and 25% will
be paid in equity.  Please provide us the calculations of the 75% cash consideration and
25% equity consideration of  the total merger consideration and reconcile those
calculations to the $200.7 million in cash consideration and $71 million in rollover equity
shown in the table.

30. Please tell us if the $6.8 million of World Kitchen’s debt obligation that will carry
forwa rd after the close of the business combination represents the $4.3 million
promissory note executed in connection with the closure of a distribution center in
Monee, IL discussed on page 25 .  If so, tell us why these amounts differ.

Antonio Bonchristiano
GP Investments Acquisition Corp.
June 10, 2016
Page 7

 31. Please provide  us with  the detail of the $71  million of equity consideration that will be
issued to the holders of World Kitchen , including the number of shares and price per
share .

4. Pro Forma Adjustments, page 187

32. Please provide a detailed listing of the intangible assets recorded in footnote (f).  Based
on your disclosure on page 187, it appears that you recorded definite lived trademarks,
patents, customer relationships, technology and indefinite lived trademarks.

33. Please provide us with your calculation of pro forma de preciation and pro forma
amortization  in the chart on page 191.

34. Refer to footnote (x).  Please reconcile the 16,242,250 shares subject to redemption to the
initial 17,250,000 shares issued in the initial public offering.  Please explain why all of
the shares issued in the initial public offering are not shown as subject to redemption and
how the amount s