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 Document March 27, 2025 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Eddie Kim Re: Rimini Street, Inc. Registration Statement on Form S-3 Filed on February 27, 2025 File No. 333-285336 Dear Mr. Kim: Pursuant to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Rimini Street, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Monday, March 31, 2025, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP, by calling Lisa A. Fontenot at (650) 251-5944. Thank you for your assistance with this matter.   Very truly yours,       By: /s/ Seth A. Ravin     Name:  Seth A. Ravin     Title:  President, Chief Executive Officer and Chairman of the Board

March 6, 2025
Seth Ravin
Chief Executive Officer
Rimini Street, Inc.
1700 S. Pavilion Center Drive, Suite 330
Las Vegas, NV 89135
Re:Rimini Street, Inc.
Registration Statement on Form S-3
Filed February 27, 2025
File No. 333-285336
Dear Seth Ravin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eddie Kim at 202-679-6943 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lisa Fontenot

United States securities and exchange commission logo
December 8, 2022
Michael Perica
Executive Vice President and Chief Financial Officer
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:Rimini Street, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 2, 2022
File No. 001-37397
Dear Michael Perica:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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December 2, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick Kuhn and Doug Jones

    Re:
    Rimini Street, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2021

    Filed March 2, 2022

    File No. 001-37397

Dear Messrs. Kuhn and Jones:

Set forth below is the response
from Rimini Street, Inc. (the “Company,” “we,” “us” or “our”)
to the comment (the “Comment”) of the staff (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”), dated November 17, 2022, with respect to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, filed with the Commission on March 2, 2022.

For your convenience, the
Comment is repeated prior to the response and highlighted in bold.

Form 10-K for the Fiscal Year Ended December
31, 2021

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Liquidity and Capital Resources

Cash Flows Provided by Operating Activities,
page 51

 1. Your analysis of changes in operating cash flows references net income, noncash items and changes in
operating assets and liabilities. Note that references to these items may not provide a sufficient basis to understand how operating cash
actually was affected between periods. Your discussion should be a comparable analysis between periods that discusses factors that actually
affected operating cash. For example, you state for the year 2021 non-cash expenses resulted in a use of $37.8 million cash, but this
appears to be counterintuitive. Also, your analysis should discuss the reasons underlying factors cited, particularly in regard to changes
in operating assets and liabilities for which the impact on cash is not readily apparent. Refer to the introductory paragraph of section
IV.B and paragraph B.1 of Release No. 33-8350 for guidance, and section 501.04 of the staff’s Codification of Financial Reporting
Releases regarding quantification of variance factors. Please revise your disclosure as appropriate.

Response:

We respectfully acknowledge
the Staff’s comment and advise the Staff that we have reviewed the guidance set forth in the introductory paragraph of Section IV.B
and paragraph B.1 of Release No. 33-8350, as well as in section 501.04 of the Staff’s Codification of Financial Reporting Releases.
We also appreciate the time and attention that the Staff has dedicated to this matter and the opportunity to discuss the comment with
the Staff in the course of preparing our response. In response to the Staff’s comment and as discussed with the Staff, we will enhance
our disclosure in future filings, beginning with the Company’s Annual Report on Form 10-K for the year ending December 31, 2022,
as appropriate, to include additional discussion of the material factors directly affecting sources and uses of operating cash and the
reasons underlying these factors, as well as to provide further information regarding period over period variances in operating cash to
the extent material to an investor’s understanding of changes in our cash flow statement.

* * * *

United States Securities and Exchange Commission

Division of Corporation Finance

December 2, 2022

Page 2

If any member of the Staff
has any questions concerning these matters or needs additional information or clarification, he or she should contact Simon Painter, Vice
President and Controller, at (414) 554-7066 or the undersigned at (425) 599-3386.

    Very Truly Yours,

    Rimini Street, Inc.

    By:
    /s/ Michael L. Perica

    Name: Michael L. Perica

    Title: Executive Vice President and Chief Financial Officer

    cc:
    Seth A. Ravin, Chief Executive Officer and Chairman of the Board

    Andrew J. Terry, Group Vice President and Deputy General Counsel, Corporate & Corporate Secretary

United States securities and exchange commission logo
November 17, 2022
Michael Perica
Executive Vice President and Chief Financial Officer
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:Rimini Street, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 2, 2022
File No. 001-37397
Dear Michael Perica:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  Our comment asks you to provide us with
information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Cash Flows Provided by Operating Activities, page 51
1.Your analysis of changes in operating cash flows references net income, noncash items
and changes in operating assets and liabilities.  Note that references to these items may not
provide a sufficient basis to understand how operating cash actually was affected between
periods.  Your discussion should be a comparable analysis between periods that discusses
factors that actually affected operating cash.  For example, you state for the year 2021
non-cash expenses resulted in a use of $37.8 million cash, but this appears to be
counterintuitive.  Also, your analysis should discuss the reasons underlying factors cited,
particularly in regard to changes in operating assets and liabilities for which the impact on
cash is not readily apparent.   Refer to the introductory paragraph of section IV.B and
paragraph B.1 of Release No. 33-8350 for guidance, and section 501.04 of the staff’s

 FirstName LastNameMichael Perica
 Comapany NameRimini Street, Inc.
 November 17, 2022 Page 2
 FirstName LastName
Michael Perica
Rimini Street, Inc.
November 17, 2022
Page 2
Codification of Financial Reporting Releases regarding quantification of variance factors.
Please revise your disclosure as appropriate.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Patrick Kuhn at (202) 551-3308 or Doug Jones at (202) 551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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May 6, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Janice Adeloye

    Re:
    Rimini Street, Inc.

    Registration Statement on Form S-3, as amended

    Filed on May 4, 2022

    File No. 333-263237

Dear Ms. Adeloye:

Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Rimini Street, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above (the
“Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, May
10, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its
obligations under the Act.

Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP, by calling Lisa A. Fontenot
at (650) 251-5944.

Thank you for your assistance
with this matter.

    Very Truly Yours,

    By:
    /s/ Seth A. Ravin

    Name: Seth A. Ravin

    Title: Chief Executive Officer

cc: Lisa A. Fontenot, Baker & McKenzie LLP

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May 6, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Janice Adeloye

    Re:
    Rimini Street, Inc.

    Registration Statement on Form S-3, as amended

    Filed on May 4, 2022

    File No. 333-263236

Dear Ms. Adeloye:

Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Rimini Street, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above (the
“Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, May
10, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its
obligations under the Act.

Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP, by calling Lisa A. Fontenot
at (650) 251-5944.

Thank you for your assistance
with this matter.

    Very Truly Yours,

    By:
    /s/ Seth A. Ravin

    Name: Seth A. Ravin

    Title: Chief Executive Officer

cc: Lisa A. Fontenot, Baker & McKenzie LLP

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March 15, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Janice Adeloye

  Re:
  Rimini Street, Inc.

Withdrawal of Request for Acceleration

Registration Statement on Form S-3, as amended (File No. 333-263237)

Dear Ms. Adeloye:

Reference is made to our letter,
filed as correspondence via EDGAR on March 11, 2022, in which Rimini Street, Inc. (the “Company”) requested that the
above-referenced Registration Statement become effective at 5:00 p.m., Eastern Time, on Tuesday, March 15, 2022, or as soon as practicable
thereafter. The Company is no longer requesting that such Registration Statement be declared effective at this specific date and time
and we hereby formally withdraw such request for acceleration of the effective date.

If you have any questions
regarding the foregoing, please contact our counsel, Baker & McKenzie LLP, by calling Lisa A. Fontenot at (650) 251-5944.

    Very Truly Yours,

    By:
    /s/ Seth A. Ravin

    Name:
     Seth A. Ravin

    Title:
    Chief Executive Officer

cc: Lisa A. Fontenot, Baker & McKenzie LLP

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March 15, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Rimini Street, Inc.

Withdrawal of Request for Acceleration

Registration Statement on Form S-3, as amended (File No. 333-263236)

Dear Ms. Adeloye:

Reference is made to our letter,
filed as correspondence via EDGAR on March 11, 2022, in which Rimini Street, Inc. (the “Company”) requested that the
above-referenced Registration Statement become effective at 5:00 p.m., Eastern Time, on Tuesday, March 15, 2022, or as soon as practicable
thereafter. The Company is no longer requesting that such Registration Statement be declared effective at this specific date and time
and we hereby formally withdraw such request for acceleration of the effective date.

If you have any questions
regarding the foregoing, please contact our counsel, Baker & McKenzie LLP, by calling Lisa A. Fontenot at (650) 251-5944.

    Very Truly Yours,

    By:
    /s/ Seth A. Ravin

    Name:
     Seth A. Ravin

    Title:
    Chief Executive Officer

cc: Lisa A. Fontenot, Baker & McKenzie LLP

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March 11, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Janice Adeloye

 Re: Rimini Street, Inc.

Registration Statement on Form S-3, as amended

Filed on March 11, 2022

File No. 333-263237

Dear Ms. Adeloye:

Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Rimini Street, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above (the
 “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, March
15, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its
obligations under the Act.

Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP, by calling Lisa A. Fontenot
at (650) 251-5944.

Thank you for your assistance
with this matter.

    Very Truly Yours,

    By:
    /s/ Seth A. Ravin

    Name:
    Seth A. Ravin

    Title:
    Chief Executive Officer

cc: Lisa A. Fontenot, Baker & McKenzie LLP

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March 11, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Janice Adeloye

 Re: Rimini Street, Inc.

Registration Statement on Form S-3, as amended

Filed on March 11, 2022

File No. 333-263236

Dear Ms. Adeloye:

Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Rimini Street, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above (the
 “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, March
15, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its
obligations under the Act.

 Once the Registration Statement
is effective, please orally confirm the event with our counsel, Baker & McKenzie LLP, by calling Lisa A. Fontenot at (650) 251-5944.

Thank you for your assistance
with this matter.

    Very Truly Yours,

    By:
    /s/ Seth A. Ravin

    Name:
     Seth A. Ravin

    Title:
    Chief Executive Officer

cc: Lisa A. Fontenot, Baker & McKenzie LLP

United States securities and exchange commission logo
March 9, 2022
Andrew Terry
Group Vice President, Deputy General Counsel
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:Rimini Street, Inc.
Registration Statement on Form S-3
Filed on March 2, 2022
File No. 333-263236
Dear Mr. Terry:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lisa A. Fontenot

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July 30, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Katherine Bagley

Jennifer López-Molina

Re: Rimini Street, Inc. (the “Company”)

	Registration Statement on Form S-3

	File No. 333-232484

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be
accelerated so that it will be declared effective at 4:00 PM (Eastern Time) on August 1, 2019, or as soon thereafter as is practicable.

    Very truly yours,

    Rimini Street, Inc.

    By
    /s/
    Seth A. Ravin

    Name:
    Seth A. Ravin

    Title:
    Chief Executive Officer

Rimini Street, Inc.

Worldwide Headquarters 3993 Howard
Hughes Parkway, Suite 500, Las Vegas, NV 89169 USA

Phone: +1 702.839.9671 Toll-Free:
+ 1 888.870.9692 	Fax: +1 702.973.7491 riministreet.com

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July 25, 2019

VIA EDGAR

        U.S. Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention:  Katherine Bagley

        Jennifer López-Molina

Re: Rimini Street, Inc.

Registration Statement on Form S-3

Filed July 1, 2019

File No. 333-232484

Dear Mses. Bagley and López-Molina

This letter is being submitted on behalf
of Rimini Street, Inc. (the “Company”) to describe the changes to Registration Statement on Form S-3, File No.
333-232484 (the “Registration Statement”) made in Amendment No. 1 to the Registration Statement in response
to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in a letter to the Company dated July 15, 2019 addressed to Seth A. Ravin.

For your convenience, the Staff’s
comment has been set forth in italics, and the response to the comment appears immediately after the comment.

        July 25, 2019

        Page 2

Registration Statement on Form S-3 filed July 1, 2019

Anti-takeover Effects of
Delaware Law and Our Amended and Restated Certificate of

Incorporation and Bylaws

Choice of Forum, page 18

 1. We note your disclosure that "[your] amended and restated bylaws provides that unless [you] consent in writing to the
selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for" certain
actions and proceedings. Please clearly disclose whether this exclusive forum provision applies to federal securities laws claims.
If so, please provide related risk factor disclosure, including that investors may be subject to increased costs to bring a claim,
and that the provision could discourage claims or limit investors' ability to bring a claim in a judicial forum that they find
favorable.

Response:

We respectfully advise the Staff that we
have updated the disclosure on page  18 in response to the Staff’s comment.

If you have any questions regarding these
matters, please contact the undersigned at (650) 849-5327.

    Sincerely,

    /s/ Lisa A. Fontenot

    Lisa A. Fontenot

Copies to:

Thomas B. Sabol, Rimini Street, Inc.

Daniel B. Winslow, Rimini Street, Inc.

Andrew J. Terry, Rimini Street, Inc.

July 15, 2019
Seth A. Ravin
Chief Executive Officer
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:Rimini Street, Inc.
Registration Statement on Form S-3
Filed July 1, 2019
File No. 333-232484
Dear Mr. Ravin:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 comment applies to your facts and
circumstances or do not 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 this comment, we may have additional comments.
Registration Statement on Form S-3 filed July 1, 2019
Anti-takeover Effects of Delaware Law and Our Amended and Restated Certificate of
Incorporation and Bylaws
Choice of Forum, page 18
1.We note your disclosure that "[your] amended and restated bylaws provides that unless
[you] consent in writing to the selection of an alternative forum, the Court of Chancery of
the State of Delaware will be the exclusive forum for" certain actions and proceedings.
Please clearly disclose whether this exclusive forum provision applies to federal securities
laws claims.  If so, please provide related risk factor disclosure, including that investors
may be subject to increased costs to bring a claim, and that the provision could discourage
claims or limit investors' ability to bring a claim in a judicial forum that they find
favorable.

 FirstName LastNameSeth A. Ravin
 Comapany NameRimini Street, Inc.
 July 15, 2019 Page 2
 FirstName LastName
Seth A. Ravin
Rimini Street, Inc.
July 15, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Katherine Bagley, Staff Attorney, at (202) 551-2545 or Jennifer López-
Molina, Staff Attorney, at (202) 551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Lisa A. Fontenot

November 19, 2018
Seth A. Ravin
Chief Executive Officer
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:Rimini Street, Inc.
Registration Statement on Form S-3
Filed November 9, 2018
File No. 333-228322
Dear Mr. Ravin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Lisa Fontenot

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[Rimini Street, Inc. Letterhead]

November 20, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Katherine Bagley

    Re:
     	Rimini Street, Inc. (the “Company”)

 	Registration Statement on Form S-3

 	File No. 333-228320

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 4:00 PM (Eastern Time) on November 21, 2018, or as soon thereafter
as is practicable.

    Very truly yours,

    Rimini Street, Inc.

    By:
    /s/ Seth A. Ravin

    Name:
    Seth A. Ravin

    Title:
    Chief Executive Officer

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[Rimini Street, Inc. Letterhead]

November 20, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Katherine Bagley

    Re:
     	Rimini Street, Inc. (the “Company”)

 	Registration Statement on Form S-3

 	File No. 333-228322

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 4:00 PM (Eastern Time) on November 21, 2018, or as soon thereafter
as is practicable.

    Very truly yours,

    Rimini Street, Inc.

    By:
    /s/ Seth A. Ravin

    Name:
    Seth A. Ravin

    Title:
    Chief Executive Officer

November 19, 2018
Seth A. Ravin
Chief Executive Officer
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:Rimini Street, Inc.
Registration Statement on Form S-3
Filed November 9, 2018
File No. 333-228320
Dear Mr. Ravin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Lisa Fontenot

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December 4, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Scott Anderegg

 Re: Rimini Street, Inc.

                                                                                Registration
Statement on Form S-1

                                                                                File No. 333-221709

Acceleration Request

    Requested Date:
    December 6, 2017

    Requested Time:
    12:00 noon Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Rimini Street, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the “Registration Statement”) on Form S-1 (File No. 333-221709)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division
of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by
calling Michael E. Coke at (650) 565-3596.

[Signature page follows]

*      *      *      *

    Sincerely,

    RIMINI STREET, INC.

    By: /s/ Seth A. Ravin

    Seth A. Ravin

    Chief Executive Officer

 cc: Thomas B. Sabol, Rimini Street, Inc.

Daniel B. Winslow, Rimini Street, Inc.

Andrew Terry, Rimini Street, Inc.

Jose F. Macias, Wilson Sonsini Goodrich & Rosati, P.C.

Michael E. Coke, Wilson Sonsini Goodrich & Rosati, P.C.

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GP INVESTMENTS ACQUISITION CORP.

150 E. 52nd Street, Suite 5003

New York, NY 10022

September 7, 2017

VIA EDGAR SUBMISSION

Mara L. Ransom

Assistant Director

Office of Consumer Products

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Re:

GP Investments Acquisition Corp.

Registration Statement on Form S-4 Filed on June 30, 2017, as amended

File No. 333-219101

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Ms. Ransom:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, GP Investments Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above-referenced registration statement to September 8, 2017, at 12:00 p.m. (Eastern time), or as soon as practicable thereafter. We request that we be notified of such effectiveness by a telephone call to our counsel, Timothy M. Fesenmyer, at 212 735 2854, and that such effectiveness also be confirmed in writing.

Thank you for your assistance in this matter.

Respectfully submitted,

GP INVESTMENTS ACQUISITION CORP.

By:

/s/ Antonio Bonchristiano

Antonio Bonchristiano

Chief Executive Officer

CORRESP
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September 6, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C.  20549

Attn:  Mara L. Ransom

RE:

GP Investments Acquisition Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed August 30, 2017

File No. 333-219101

Dear Ms. Ransom:

We are writing on behalf of our client, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), to provide our response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 5, 2017 (the “Comment Letter”), relating to the above Amendment No. 2 to the Registration Statement on Form S-4 (the “Registration Statement”). Set forth below are the Company’s responses to the comment raised in the Comment Letter. For the convenience of the Staff, the comment in the Comment Letter is reprinted in bold, italicized text and is followed by the Company’s corresponding response.

The change made to the Registration Statement in response to the Staff’s comment will be set forth in Amendment No. 3 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement.

Mara L. Ransom

Unites States Securities and Exchange Commission

September 6, 2017

Page 2

Description of Discussions with Citigroup, page 129

1.

We note your response to comment 2 and reissue the comment. We note that in connection with the proposed business combination transaction Citigroup rendered a comparative benchmark analysis, including a review of key operating metrics and valuation multiples of Rimini Street against selected companies; Citigroup discussed the effect on GPIA after the combination, including, among other things, a post-combination pro forma enterprise value, competitive advantages over competitors, and Rimini Street’s projected future growth; and a discussion of implied price per share of the combined companies compared to $10 per share. We further note that this information was presented to your board of directors and that a summary of this information appears in your prospectus. Please tell us why you do not believe that this information constitutes a “report.” Alternatively, please file Citigroup’s consent as an exhibit to this registration statement.

In response to the Staff’s comment, Citigroup Global Markets Inc. has provided the requested consent. We have filed Exhibit 99.3 (Consent of Citigroup Global Markets Inc.) with the Revised Registration Statement.

If you have any questions or require any additional information regarding the foregoing, please call me at (212) 735-2854 or my colleague, Paul T. Schnell, at (212) 735-2322.

Sincerely,

/s/ Timothy M. Fesenmyer

Timothy M. Fesenmyer

cc:

Andrew Fleiss, GP Investments Acquisition Corp.

Paul Schnell, Skadden, Arps, Slate, Meagher & Flom LLP

Mailstop 3561

September 5, 2017

Antonio Bonchristiano
Chief Executive Officer and
Chief Financial Officer
GP Investments Acquisition Corp.
150 E. 52nd Street, Suite 5003
New York, New York 10022

Re: GP Investments Acquisition Corp.
Amendment No. 2  to Re gistration Statement on Form S -4
Filed August 30 , 2017
  File No. 333 -219101

Dear Mr. Bonchristiano :

We have reviewed your amended registration statement  and have the following comment .
In our  comment, 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 comment appl ies to your facts and
circumstances or do not 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 this comment, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our August  28, 2017  letter .

Description of Discussions with Citigroup, page 129

1. We note your response to comment 2 and reissue the comment.  We note that  in
connection with the proposed business combination transaction Citigroup rendered a
comparative benchmark analysis, including a review of key operating metrics and
valuation multiples of Rimini Street against selected companies; Citigroup discussed the
effect on GPIA after the combination, including, among other things, a post -combination
pro forma enterprise value, competitive advantages over competitors, and Rimini Street’s
projected future growth; and a discussion of implied price per share of the com bined
companies compared to $10 per share.  We further note that this information was
presented to your board of directors and that a summary of this information appears in
your prospectus.  Please tell us why you do not believe that this information const itutes a

Antonio Bonchristiano
GP Investments Acquisition Corp.
September 5 , 2017
Page 2

 “report.”  Alternatively, please file Citigroup’s consent as an exhibit to this registration
statement.

You may contact Yong Kim, Staff Accountant,  at (202)551 -3323 o r Lisa Sellars, Staff
Accountant, at (202)551 -3348 if you have questions regar ding comments on the financial
statements and related matters.  Please contact Danilo P. Castelli, Attorney Advisor, at (202)551 -
6521 or me at (202)551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
 Assistant Director
Office of Consumer Products

cc: Andrew Fleiss, GP Investments Acquisition Corp.
 Paul Schnell, Skadden, Arps, Slate, Meagher & Flom LLP
 Timothy Fesenmyer, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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filename1.htm

August 30, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C.  20549

Attn:  Mara L. Ransom

RE:

GP Investments Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed August 9, 2017

File No. 333-219101

Dear Ms. Ransom:

We are writing on behalf of our client, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), to provide our response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 28, 2017 (the “Comment Letter”), relating to the above Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”). Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold, italicized text and is followed by the Company’s corresponding response.

Mara L. Ransom

United States Securities and Exchange Commission

August 30, 2017

Page 2

The changes made to the Registration Statement in response to the Staff’s comments will be set forth in Amendment No. 2 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement. Page references set forth in a response to a comment are to the corresponding page in the Revised Registration Statement.

The Merger Agreement

Merger Consideration, page 107

1.

We have reviewed the revisions made in response to comment 6. Please disclose the amount of merger consideration attributed to the warrants and options, and, disclose the valuation method used. Please tell us supplementally any significant assumptions used in your valuation.

In response to the Staff’s comment, we have amended the disclosure contained on pages x, 5, 90 and 109 of the Revised Registration Statement.

As disclosed in the Revised Registration Statement, in determining the economic value of the RMNI options and RMNI warrants to be issued as part of the merger consideration, (i) the value was based on a theoretical exercise of the RMNI options and RMNI warrants at consummation of the business combination and no value was attributed to the remaining life of the RMNI options and RMNI warrants and (ii) the merger consideration calculation takes into account the applicable exercise price of each vested Rimini Street option and each Rimini Street warrant outstanding immediately prior to the consummation of the first merger.

As disclosed on page 109 of the Revised Registration Statement, the merger consideration is payable entirely in newly issued common stock of RMNI and newly issued RMNI options and RMNI warrants that are exercisable for shares of RMNI common stock, based on a per share issue price of $10.00 per share. Based on the assumptions referred to above, assuming a Closing Date of September 29, 2017, the merger consideration would consist of the following equity securities being issued to the former equityholders of Rimini Street pursuant to the merger agreement: (i) 48,520,015 shares of RMNI common stock (representing $485,200,146.30 of merger consideration), (ii) RMNI warrants being issued that are exercisable for 3,419,405 shares of RMNI common stock (representing $14,794,201.94 of merger consideration) and (iii) RMNI options being issued that are exercisable for 13,211,737 shares of RMNI common stock (representing $112,015,668.80 of merger consideration).

Mara L. Ransom

United States Securities and Exchange Commission

August 30, 2017

Page 3

Description of Discussions with Citigroup, page 128

2.

We note references throughout your prospectus that Citigroup was retained as a capital markets advisor and financial advisor. We further note that Citigroup provided assistance to GPIA’s management and board of directors, including presentations that GPIA’s board considered in recommending shareholder approval of the business combination. In light of this reliance on Citigroup, please provide us with your analysis as to whether GPIA is required to obtain a consent from Citigroup pursuant to Section 7(a) of the Securities Act.

The Staff has requested that we provide our analysis as to whether a consent from Citi is required pursuant to Section 7(a) of the Securities Act.

Citi acted as capital markets advisor and financial advisor to the Company in connection with the transaction, and in that capacity advised the Company generally on the transaction. Pursuant to the express terms of Citi’s engagement by the Company, the Company did not request, and Citi did not render or provide, any opinion to the Company or its Board of Directors for reliance thereon by the Company or its Board.  In other words, no opinion was provided by Citi for reliance thereon by the Board within the meaning of Section 7(a) of the Securities Act.

Reference is made to Question 141.02 of the Compliance & Disclosure Interpretations for the Securities Act which states: “The consent requirement in Securities Act Section 7(a) applies only when a report, valuation or opinion of an expert is included or summarized in the registration statement and attributed to the third party and thus becomes “expertised” disclosure for purposes of Securities Act Section 11(a)…”  Accordingly, as there is no “report, valuation or opinion” of Citi included or summarized in the registration statement and attributed to Citi, in response to the Staff’s comment, we advise you that our and Citi’s analysis is that the Company is not required to obtain a consent from Citi pursuant to Section 7(a) of the Securities Act.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rimini Street

Results of Operations

Comparison of Six Months Ended June 30, 2016 and 2017, page 232

3.

We have reviewed the revisions made in response to comment 18. As previously requested, please expand your discussion to indicate the underlying reasons for the increase in the number of clients which in turn, drove the increase in net revenue. We note that one underlying reason for the increase in net revenues for December 31, 2016 was the increase in marketing and advertising, which is consistent with the increase in sales and marketing expense for the year ended December 31, 2016. Similar to your year-end disclosure, please elaborate on the specific actions taken or other reasons that resulted in an increased number of clients.

In response to the Staff’s comment, we have amended the disclosure contained on pages 233 and 238 of the Revised Registration Statement.

If you have any questions or require any additional information regarding the foregoing, please call me at (212) 735-2854 or my colleague, Paul T. Schnell, at (212) 735-2322.

Mara L. Ransom

United States Securities and Exchange Commission

August 30, 2017

Page 4

Sincerely,

/s/ Timothy M. Fesenmyer

Timothy M. Fesenmyer

cc:

Andrew Fleiss, GP Investments Acquisition Corp.

Paul Schnell, Skadden, Arps, Slate, Meagher & Flom LLP

Mailstop 3561

August 28, 2017

Antonio Bonchristiano
Chief Executive Officer and
Chief Financial Officer
GP Investments Acquisition Corp.
150 E. 52nd Street, Suite 5003
New York, New York 10022

Re: GP Investments Acquisition Corp.
Amendment No. 1  to Re gistration Statement on Form S -4
Filed August 9, 2017
  File No. 333 -219101

Dear Mr. Bonchristiano :

We have reviewed your amended 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 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.   Unless  we note
otherwise , our references to prior comments are to comments in our July 28, 2017  letter .

The Merger Agreement

Merger Consideration, page 107

1. We have reviewed the revisions made in response to comment 6.  Plea se disclose the
amount of merger consideration attributed to the warrants and options, and, disclose the
valuation method used.  Please tell us supplementally any significant assumptions used in
your valuation.

Antonio Bonchristiano
GP Investments Acquisition Corp.
August 28, 2017
Page 2

 Description of Discussions with Citigrou p, page 128

2. We note references throughout your prospectus that Citigroup was retained as a capital
markets advisor and financial advisor.  We further note that Citigroup provided assistance
to GPIA’s management and board of directors, including present ations that GPIA’s board
considered in recommending shareholder approval of the business combination.  In light
of this reliance on Citigroup, please provide us with your analysis as to whether GPIA is
required to obtain a consent from Citigroup pursuant t o Section 7(a) of the Securities Act.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Rimini Street

Results of Operations

Comparison of Six Months Ended June 30, 2016 and 2017, page 232

3. We have reviewed the revisions made in response to comment 18.  As previously
requested, please expand your discussion to indicate the underlying reasons for the
increase in the number of clients which in turn, drove the increase in net revenue.  We
note t hat one underlying reason for the increase in net revenues for December 31, 2016
was the increase in marketing and advertising, which is consistent with the increase in
sales and marketing expense for the year ended December 31, 2016.  Similar to your
year-end disclosure, please elaborate on the specific actions taken or other reasons that
resulted in an increased number of clients.

You may contact Yong Kim, Staff Accountant,  at (202)551 -3323 o r Lisa Sellars, Staff
Accountant, at (202)551 -3348 if you hav e questions regarding comments on the financial
statements and related matters.  Please contact Danilo P. Castelli, Attorney Advisor, at (202)551 -
6521 or me at (202)551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
 Assistant Director
Office of Consumer Products

cc: Andrew Fleiss, GP Investments Acquisition Corp.
 Paul Schnell, Skadden, Arps, Slate, Meagher & Flom LLP
 Timothy Fesenmyer, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C.  20549

Attn:  Mara L. Ransom

RE:

GP Investments Acquisition Corp.

Registration Statement on Form S-4

Filed June 30, 2017

File No. 333-219101

Dear Ms. Ransom:

We are writing on behalf of our client, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), to provide, on a supplemental basis, our response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 28, 2017 (the “Comment Letter”), relating to the above Registration Statement on Form S-4 (the “Registration Statement”). Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold, italicized text and is followed by the Company’s corresponding response.

Mara L. Ransom

Unites States Securities and Exchange Commission

August 9, 2017

Page 2

The changes made to the Registration Statement in response to the Staff’s comments will be set forth in Amendment No. 1 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement. Page references set forth in a response to a comment are to the corresponding page in the Revised Registration Statement.

Summary of the Joint Proxy Statement/Prospectus

Merger Consideration, page 28

1.

We note your disclosure on page 29 and elsewhere in the filing that you expect warrants issued to the Origination Agent will result in 3,537,412 warrants for shares of RMNI common stock and will represent approximately 20.5% of the total outstanding common stock of RMNI following the consummation of the businesses combination based on Scenario No. 1 assumptions. It appears that this calculation is based on basic shares rather than shares on a fully-diluted basis. As the warrants are assumed to be outstanding only on a fully diluted basis, please tell us why such percentage is not presented on a fully diluted basis.

In response to the Staff’s comment, we have amended the disclosure on page 30 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to make clear that the number of shares, and percentage of share capital, is presented on a fully-diluted basis. As with other amendments made to the Revised Registration Statement, these figures have been updated to assume a Closing Date of September 29, 2017.

2.

We note that one of the uses of funds is the repayment of Rimini Street debt. We further note that the amount is described as additional payments to reduce the amounts owed under the Credit Facility to $50 million. Please explain to us why you have assumed you will reduce the Credit Facility to $50 million. It appears you have made different assumptions regarding debt repayment in your description of merger consideration on page 106 and in the pro forma financial statements on page 174.

In response to the Staff’s comment, we have amended the disclosure on page 47 of the Revised Registration Statement to address this comment. As disclosed in the Revised Registration Statement, the decision of the Company and Rimini Street to reduce the amounts owed under the Credit Facility to $50 million reflects the assessment of the Company and Rimini Street as to the prudent capitalization for the business of RMNI following consummation of the business combination and takes into account, among other things, the amount of cash available from the trust account to be applied towards the repayment of the existing indebtedness of Rimini Street based on the assumptions set forth in the paragraph above the table on page  47 of the Revised Registration Statement.

Mara L. Ransom

Unites States Securities and Exchange Commission

August 9, 2017

Page 3

The unaudited pro forma condensed combined balance sheet as of June 30, 2017 set forth on page 180 of the Revised Registration Statement has been amended to reflect that the amount outstanding under the Credit Facility in the pro forma combined column of Scenario No. 1 is $50 million, which comprises $2 million of current maturities of long-term debt (set forth under current liabilities) and $48 million of contractual obligations, net of current maturities (set forth under long-term liabilities).

Selected Historical Financial Information of GPIA, page 50

3.

You state that the financial information presented is in thousands, except per share amounts; however, this does not appear to be the case. Please revise accordingly.

In response to the Staff’s comment, we have amended the disclosure on pages 51 and 52 of the Revised Registration Statement to amend this typographical error.

Risks Related to the Consummation of the Domestication

Upon consummation of the business combination, the rights of holders of RMNI. . ., page 87

4.

We note that upon consummation of the business combination, the new certificate of incorporation and bylaws of RMNI will eliminate the common stockholders’ abilities to call a special meeting or take action by written consent in lieu of a meeting, will require authorized holders of sixty-six and two-thirds percent of the then outstanding RMNI capital stock vote to amend RMNI’s certificate of incorporation and bylaws, and will adopt Delaware as the exclusive forum for certain stockholder litigation. Please revise your risk factors section to provide a risk factor discussing the material risks to shareholder rights in adopting these provisions.

In response to the Staff’s comment, we have inserted additional risk factors on pages 89 and 90 of the Revised Registration Statement that discuss the material risks to stockholder rights in adopting these provisions in the new certificate of incorporation and bylaws of RMNI.

GPIA Business Combination Proposal

The Merger Agreement

Merger Consideration, page 104

5.

Refer to the table presented on page 106 that presents a calculation of the estimated merger consideration assuming a closing date of August 31, 2017. We note that the estimated closing date indebtedness and closing date cash is as of May 31, 2017 while the closing date unpaid transaction expenses is as of August 31, 2017. Given the fluidity of cash and debt balances, please tell us why such you believe balances as of May 31, 2017 is an appropriate proxy for the balances as of August 31, 2017. Furthermore, you present estimated cash from Rimini Street as of August 31, 2017 in the table on page 46. Please tell us why this amount is not presented as the estimated closing date cash as of August 31, 2017.

Mara L. Ransom

Unites States Securities and Exchange Commission

August 9, 2017

Page 4

In response to the Staff’s comment, we have amended the disclosure on page 109 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to present the estimation of the merger consideration assuming a Closing Date of September 29, 2017, which is the Company’s current expectation as to the date that the business combination will be consummated.

6.

Throughout your registration statement you state that 50,183,837 shares of RMNI common stock will be issued to stockholders of Rimini Street as merger consideration. Based on a per share issue price of $10.00 of RMNI shares, the total value of the shares to be issued equates to approximately $501.8M. Please reconcile the share value of $501.8 million to the merger consideration of $618.5 million presented on page 106 and explain the reconciling items. In doing so, tell us whether the 50,183,837 shares is an estimate as of May 31, 2017 or as of August 31, 2017, the expected closing date of the merger. Please make necessary revisions throughout your registration statement.

In response to the Staff’s comment, we have amended the disclosure on pages x, 5 and 90-91 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to explain the merger consideration calculation and explain how the number of ordinary shares issued to the former equity holders of Rimini Street upon consummation of the business combination reconciles with the value of the merger consideration.

As disclosed on the aforementioned pages of the Revised Registration Statement, in determining the economic value of the RMNI options and RMNI warrants to be issued as part of the merger consideration, the merger consideration calculation takes into account the applicable exercise price of each vested Rimini Street option and each Rimini Street warrant outstanding immediately prior to the consummation of the first merger.

As disclosed on the aforementioned pages of the Revised Registration Statement, based on the assumptions described therein, assuming a Closing Date of September 29, 2017, the merger consideration would consist of (i) 48,520,015 shares of RMNI common stock (ii) RMNI warrants being issued that are exercisable in respect of 3,419,405 shares of RMNI common stock and (iii) RMNI options being issued that are exercisable in respect of 13,211,737 shares of RMNI common stock, in each case being issued to the former equityholders of Rimini Street pursuant to the merger agreement.

7.

Clarify when you will know whether additional equity or debt financing is needed to facilitate the proposed business combination and how you will advise shareholders of your intent to enter into such arrangements.

Mara L. Ransom

Unites States Securities and Exchange Commission

August 9, 2017

Page 5

The Company keeps under regular review any potential equity financing needs and opportunities in connection with the business combination. As disclosed on pages iv-v, xii and 110 of the Revised Registration Statement, the purposes of any such financings may include increasing the likelihood of the Company having a minimum of $50,000,000 of available cash upon consummation of the first merger, which is a condition to consummation of the first merger.

The Company will not have final information on the number of public shares that shareholders have elected to redeem in connection with the business combination until the date of the extraordinary general meeting.

If the Company determines that the issuance of additional equity is necessary or desirable in connection with the consummation of the business combination, the Company may enter into one or more binding commitments for the issuance of such additional equity in advance of the extraordinary general meeting (and before or after the effectiveness of the Revised Registration Statement).

As disclosed on pages v, xii and 110 of the Revised Registration Statement, if the Company enters into a binding commitment in respect of any such additional equity financing, the Company will file a Current Report on Form 8-K with the Commission to disclose details of any such equity financing.

The Company has also included a “question and answer” with this disclosure, which is included on page 9 of the Revised Registration Statement.

Background to Business Combination, page 119

8.

We note that GPIA made formal presentations to and/or submitted offers to a handful of companies, including Rimini Street. Please revise to provide the factors you initially considered that led to your initial decision to consider pursuing Rimini Street as a potential target.

In response to the Staff’s comment, we have revised the disclosure on page 123 of the Revised Registration Statement.

9.

We note that on March 27, 2017 Messrs. Fleiss, Boscolo, Fisher, and Gant “discussed in greater detail a potential transaction involving Rimini Street and GPIA.” Please revise to provide material details about what was discussed at that meeting.

In response to the Staff’s comment, we have revised the disclosure on page 124 of the Revised Registration Statement.

10.

You state GPIA entered into an exclusivity period between April 18, 2017 and May 9, 2017. Please enhance your disclosure to clarify whether GPIA extended any offers to any other company as a potential investment opportunity during to this time.

Mara L. Ransom

Unites States Securities and Exchange Commission

August 9, 2017

Page 6

We respectfully advise the Staff that the Company did not extend any offers to any other company as a potential investment opportunity during the exclusivity period between April 18, 2017 and May 9, 2017.

In response to the Staff’s comment, we have revised the disclosure on page 125 of the Revised Registration Statement.

Description of Discussions with Citi, page 125

11.

Please revise to disclose the method by which Citi was selected. If no other financial advisors were considered, please disclose that fact. Refer to Item 4(b) of Form S-4 and Item 1015(b)(3) of Regulation M-A.

In response to the Staff’s comment, we have revised the disclosure on page 128 of the Revised Registration Statement.

Miscellaneous, page 127

12.

We note that Citi is entitled to deferred underwriting commissions upon consummation of your initial business combination for services rendered in connection with your IPO and we note from your IPO registration statement on Form S-1 filed April 17, 2015, that Citi agreed to waive their rights to their deferred underwriting commission held in the trust account in the event you do not complete your initial business combination. Please disclose these facts, where appropriate, throughout your registration statement. Additionally, please include a risk factor discussing the potential conflict of interest stemming from Citi’s interest in the consummation of the merger transaction and the financial information and analyses Citi provided to your board’s Special Transaction Committee who used such information to render their recommendation to the board to approve the merger transaction with Rimini Street.

In response to the Staff’s comment, we have revised the disclosure on pages 43-44, 95-96 and 136-137 of the Revised Registration Statement, together with cross-references to such disclosure in relevant places in the Revised Registration Statement.

U.S. Federal Income Tax Considerations, page 163

13.

We note that your exhibit index does not provide for a tax opinion. Please confirm that you will file the required opinion regarding tax matters or tell us why you believe an opinion is not required. Please refer to Item 601(b)(8) of Regulation S-K and Section III.A of Staff Legal Bulletin No. 19.

In response to the Staff’s comment, we have revised the disclosure on pages 170 and 175 of the Revised Registration Statement to disclose that each of Skadden, Arps, Slate, Meagher & Flom LLP and Wilson Sonsini Goodrich & Rosati, Professional Corporation shall provide a tax opinion. The forms of tax opinion have been filed as Exhibits 8.1 and 8.2 to the Revised Registration Statement. The signed versions of the tax opinions will be included in a subsequent amendment to the Revised Registration Statement prior to the effectiveness thereof.

Mara L. Ransom

Unites States Securities and Exchange Commission

August 9, 2017

Page 7

Information About Rimini Street

Competitive Strengths, page 207

14.

Please disclose the basis for all your assertions about your competitive position within your industry. If you do not have independent support for a statement, please revise the language to make clear that this is your belief based upon management’s experience in the industry, if true. If applicable, please also provide independent supplemental materials that support your assertions, with appropriate markings to highlight the applicable portion of the source and cross-references to the re

Mailstop 3561

July 28, 2017

Antonio Bonchristiano
Chief Executive Officer and
Chief Financial Officer
GP Investments Acquisition Corp .
150 E. 52nd Street, Suite 5003
New York, New York 10022

Re: GP Investments Acquisition Corp .
Registration Statement on Form S -4
Filed June 30, 2017
  File No. 333 -219101

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
circumstanc es or do not 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.

Summary of the Joint Proxy Statement/Prospectus

Merger Consideration, page 28

1. We note your disclosure on page 29 and elsewhere in the filing that you expect warrants
issued to the Origination Agent will result in 3,537,412 warrants for shares of RMNI
common stock and will represent approximately 20.5% of the total outstanding common
stock of RMNI following the consummation of the businesses combination based on
Scenario No. 1 assumptions.   It appears that this calculation is based on basic shares
rathe r than shares on a fully -diluted basis.   As the warrants are assumed to be outstanding
only on a fully diluted basis, please tell us why such percentage is not presented on a
fully diluted basis.

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 28, 2017
Page 2

 Sources and Uses of Funds for the Business Combination, page 45

2. We note that one of the uses of funds is the repayment of Rimini Street debt.  We further
note that the amount is described as additional payments to reduce the amounts owed
under the Credit Facility to $50 million.  Please explain to us why yo u have assumed you
will reduce the Credit Facility to $50 million.  It appears you have made different
assumptions regarding debt repayment in your description of merger consideration on
page 106 and in the pro forma financial statements on page 174.

Selected Historical Financial Information of GPIA, page 50

3. You state that the financial information presented is in thousands, ex cept per share
amounts; however, this does not appear to be the case.  Please revise accordingly.

Risks Related to the Consu mmation of the Domestication

Upon c onsummation of the business combination, the rights of holder s of RMNI . . ., page 87

4. We note that upon consummation of the business combination, the new certificate of
incorporation and bylaws of RMNI will eliminate the common stockholders’ abilities to
call a special meeting or take action by written consent in lieu of a meeting, will require
authorized holders of sixty -six and two -thirds percent of the then outstanding RMNI
capital stock vote to amend RMNI’s certifi cate of incorporation and bylaws, and will
adopt Delaware as the exclusive forum for certain stockholder litigation.  Please revise
your risk factors section to provide a risk factor discussing the material risks to
shareholder rights in adopting these pro visions.

GPIA Business Combination Proposal

The Merger Agreement

Merger Consideration, page 104

5. Refer to the table presented on page 106 that presents a calculation of the estimated
merger consideration assuming a closing date of August 31, 2017.  W e note that the
estimated closing date indebtednes s and closing date cash is as of May 31, 2017 while the
closing date unpaid transaction expenses is as of August 31, 2017.  Given the fluidity of
cash and debt balances, please tell us why such you believe  balances as of May 31, 2017
is an appropriate proxy for the balances as of August 31, 2017.  Furthermore, you present
estimated cash from Rimini Street as of August 31, 2017 in the table on page 46.  Please
tell us why this amount is not presented as the estimated closing date cash as of August
31, 2017.

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 28, 2017
Page 3

 6. Throughout your registration statement  you state that 50,183,837 shares of RMNI
common stock will be issued to stockholders of Rimini Street as merger consideration.
Based on a per share issue price of $10.00 of RMNI shares, the total value of the shares
to be issued equates to approximately $501.8M.  Please reconcile the share value of
$501.8 million to the merger consideration of $618.5 million presented on page 106 and
explain the reconciling items.  In doing so, tell us whether the 50,183,837 shares is an
estimate as of May 31, 2017 or as of August 31, 2017, the expected closing date of the
merger.   Please make necessary revisions throughout your registration statement.

7. Clarify when you will know whether additional equity or debt financing is needed to
facilitate the proposed business combination and how you will advise shareholders of
your intent to enter into such arrangements.

Background to Business Combination, page 119

8. We note that GPIA made formal presentations to and/or submitted offers to a handful of
companies, including Rimini  Street .  Please revise to provide the factors you initially
considered that led to your initial decision to consider pursuing Rimini  Street  as a
potential target.

9. We note that on March 27, 2017 Messrs. Fleiss, Boscolo, Fisher, and Gant “discusse d in
greater detail a potential transaction involving Rimini Street and GPIA.”  Please revise to
provide material details about what was discussed at that meeting.

10. You state GPIA entered into an exclusivity period between April 18, 2017 and May 9,
2017.  Please enhance your disclosure to clarify whether GPIA extended any offers to
any other company as a potential investment opportunity during  to this time.

Description of Discussions with Citi, page 125

11. Please revise to disclose the method by which Citi was selected.  If no other financial
advisors were considered, please disclose that fact.  Refer to Item 4(b) of Form S -4 and
Item 1015(b)(3) of Regulation M -A.

Miscellaneous, page 127

12. We note that Citi is entitled to deferred underwriting  commissions upon consummation of
your initial business combination for services rendered in connection with your IPO and
we note from your IPO registration statement on Form S -1 filed April 17, 2015, that Citi
agreed to waive their rights to their deferre d underwriting commission held in the trust
account in the event you do not complete your initial business combination.  Please
disclose these facts, where appropriate, throughout your registration statement.
Additionally, please includ e a risk factor dis cussing the potential conflict of interest
stemming from Citi’s interest in the consummation of the merger transaction and the

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 28, 2017
Page 4

 financial information and analyses Citi provided to your board’s Special Transaction
Committee who used such information to rende r their recommendation to the board to
approve the merger transaction with Rimini  Street .

U.S. Federal Income Tax Considerations, page 163

13. We note that your exhibit index does not provide for a tax opinion.  Please confirm that
you will file the requ ired opinion regarding tax matters or tell us why you believe an
opinion is not required.  Please refer to Item 601(b)(8) of Regulation S -K and Section
III.A of Staff Legal Bulletin No. 19.

Information About Rimini Street

Competitive Strengths, page 207

14. Please disclose the basis for all your assertions about your competitive position within
your industry.  If you do not have independent support for a statement, please revise the
language to make clear that this is your belief based upon management’s experience in
the industry, if true.  If applicable, please also provide independent supplemental
materials that support your assertions, with appropriate markings to highlight the
applicable portion of the source and cross -references to the relevant state ments in your
registration statement .  The following are examples only of some of your competitive
position assertions:

 “We are a global leader of independent enterprise software support services for
Oracle and SAP products, based on a number of clients;”

 “Leading industry analyst firms have cited Rimini Street as a market leader;”

  “. . . regulatory changes are delivered in an accurate and timely manner that is
typically earlier than traditional enterprise software vendors;”

 That you “achieved [y]our leadership position in independent enterprise software
support. . . .”

Our Growth Strategy

Continue Global Expansion, page 208

15. We note that you sell your services globally and that you generated approximately 31%
of your revenue from outside of the United States.  Please disclose material revenues
derived from any individual foreign country and the basis for attributing revenues from
external customers to individual countries.  Please refer to Item 101(d) of Regulation S -
K.

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 28, 2017
Page 5

 Management’s Discussion an d Analysis of Financial Condition and Results of Operations of
Rimini Street

Overview, page 219

16. Please supplementally provide us with support for your statements about the industry in
which you operate, marked to highlight the applicable sections and  cross referenced to
the relevant locations in your registration statement . If you do not have independent
support, please revise to state that this is based on management’s belief or experience in
the industry, if true.  For example:

 “[e]nterprise suppo rt products and services is one of the largest categories of
overall global information technology spending;”

 “ERP, CRM, PLM and technology software platforms have become increasingly
important in the operation of mission -critical business processes over the last 30
years, the costs associated with failure, downtime, security exposure and maintain
the tax, legal and regulation compliance of these core software systems have also
increased;”

 “. . .the majority of IT budget is spent on operating and mainta ining existing
infrastructure and systems.”

Key Business Metrics

Number of Clients, page 221

17. We note that you define a client as a distinct entity and that you count two separate
clients, for example, when support for two different p roducts is being provided to a single
entity.   We further note from page 208 that 48% of your clients have selected you to
provide support for more than one product.   For clarity, p lease disclose the number of
individual entities that purchase your service s for the periods discussed.  Additionally, if
possible, quantify what portion the increase in your client base is attributable to existing
clients subscribing to additional products.

Results of Operations

Comparison of Three Months Ended March 31, 2016 and 2017

Net Revenue, page 225

18. We note that your increase in net revenue was driven by an increase in the average
number of clients.  Please revise to clarify whether the “increase in the average number of
clients” refers to an increase in the average number of your existing clients subscribing to

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 28, 2017
Page 6

 additional products or an increase in the number of overall entities you service .  Also,
please expand your discussion to indicate the underlying reasons for the increase in  the
number of clients .

Gross Profit, 225

19. Please quantify each reason for the changes to your gross profit.  We note this disclosure
also appears on page 228.  Refer t o Item 303(a)(3)(i) of Regulation S -K.

20. You state on page on page 222 that gross profit percentage is a key business metric.  In
light of this, please expand your discussion of gross profit to discuss the changes in gross
profit percentage.

Liquidity  and Capital Resources, page 231

21. We note that you have significant contractual obligations due within the next 12 months
especially related to principal, interest and other fees related to your Credit Facility.  We
further note that your available cas h, cash equivalents and restricted cash does not appear
sufficient alone to meet these cash obligations and that you have disclosed that you
believe these capital resources combined with expected cash flow from operating
activities will be sufficient to me et your anticipated cash needs for the next year or
longer.  Please elaborate on how you expect to meet your anticipated cash needs for the
next year.

Cash Flows Summary, page 236

22. Please provide a more informative analysis and discussion of operating cash flows  for
each period presented.  In doing so, explain the underlying reasons and implications of
material changes between periods to provide investors with an understanding of tre nds
and variability  in cash flows .  Ensure your discussion and analysis is not merely a
recitation of changes evident from the financial statements.  Refer to Item 303(a) of
Regulation S -K and Item 1 of Section IV.B of SEC Release No. 33 -8350.

Executive C ompensation in Relation to Rimini Street

Non-Equity Inventive Plan Compensation, page 252

23. Please expand your filing to disclose the quarterly and annual individual factors
considered in determining the amount of non -equity incentive plan compensatio n that
was awarded to your CEO and NEOs during 2016.  Please refer to Item 402(o)(5) of
Regulation S -K.

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 28, 2017
Page 7

 Executive Employment Agreements

Daniel B. Winslow, page 255

24. We note that the offer letter agreement entered into on September 13, 2013 with Mr.
Winslow was updated as of October 2014.  Please file this agreement as an exhibit to
your registration statement.  Please refer to Item 601(b)(10)(iii)(A) of Regulation S -K.

Certain Relationships and Related Party Transactions

GPIA Related Person  Transa ctions

Equity Co mmitment —Related Party, page 269

25. Please file the equity commitment letter with GPIA, LLC as an exhibit to this registration
statement.  Refer to Item 601(b)(10) of Regulation S -K.

Financial Statements, page F -1

26. Please update the financial statements and related financial information included in the
filing, as necessary, to comply with Rule 3 -12 of Regulation S -X.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effecti ve date of the registration
statement.

You may contact Yong Kim, Staff Accountant,  at (202)551 -3323 o r Lisa Sellars, Staff
Accountant, at (202)551 -3348  if you have questions regarding comments on the financial
statements and related matters.  Please contact Danilo P. Castelli, Attorney Advisor, at (202)551 -
6521  or me at (202)551 -3720  with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
 Assistant Director
Office of Consumer Products

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 28, 2017
Page 8

 cc: Andrew Fleiss, GP Investments Acquisition Corp.
 Paul Schnell, Skadden, Arps, Slate, Meagher & Flom LLP
 Timothy Fesenmyer, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

GP INVESTMENTS ACQUISITION CORP.

150 E. 52nd Street, Suite 5003

New York, NY 10022

October 11, 2016

VIA EDGAR SUBMISSION

Mara L. Ransom
 Assistant Director
 Office of Consumer Products
 Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Re:

GP Investments Acquisition Corp.

Registration Statement on Form S-4 Filed on   May 13, 2016, as amended

File No. 333-211355

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Ms. Ransom:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, GP Investments Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above-referenced registration statement to October 12, 2016, at 12:00 p.m., or as soon as practicable thereafter. We request that we be notified of such effectiveness by a telephone call to our counsel, Timothy M. Fesenmyer, at 212 735 2854, and that such effectiveness also be confirmed in writing.

In connection with this acceleration request, the undersigned registrant hereby acknowledges that:

·                  should the Securities and Exchange Commission (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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance in this matter.

Respectfully submitted,

GP INVESTMENTS   ACQUISITION CORP.

By:

/s/ Antonio   Bonchristiano

Antonio Bonchristiano
   Chief Executive Officer

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

     DIRECT DIAL

(212) 735-2854

     DIRECT FAX

(917) 777-2854

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TIMOTHY.FESENMYER@SKADDEN.COM

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September 23, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mara L. Ransom

RE:                           GP Investments Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed July 28, 2016 (File No. 333-211355)

Dear Ms. Ransom:

We are writing on behalf of our client, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), to provide, on a supplemental basis, our response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 16, 2016 (the “Comment Letter”), relating to the above Amendment No. 2 to the Registration Statement on Form S-4 filed July 28, 2016 (the “Registration Statement”). Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold, italicized text and is followed by the Company’s corresponding response.

The changes made to the Registration Statement in response to the Staff’s comments will be set forth in Amendment No. 3 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement. Page references set forth in a response to a comment are to the corresponding page in the Revised Registration Statement.

Questions and Answers About the Proposals

What equity stake will current GPIA shareholders and current World Kitchen equityholders hold in WDKN..., page 10

1.                                      We note your disclosure regarding the effects of the merger agreement amendment, including the potential incremental equity issuances to Sponsor to fund the merger consideration in the event that GPIA shareholders elect to redeem common stock in excess of 30%. Please state clearly, if true, that Sponsor could elect to purchase some or all of the incremental equity issuances in the event of a Threshold Event and supplement your disclosure by including the percentage of WDKN that would be owned by Sponsor following the business combination, based on outstanding shares and on a fully-diluted basis, assuming the maximum amount of incremental equity issuances allowable to Sponsor pursuant to the terms of the merger agreement amendment. Please provide comparable disclosure throughout your combined proxy statement and prospectus each time you discuss the relative voting power of Sponsor.

In response to the Staff’s comment, the Company has revised the disclosure on page 11 of the Revised Registration Statement.

What happens to the funds deposited in the trust account after consummation of the merger...,  page 15

2.                                      We note your disclosure that any funds remaining in the trust account and not used for payment of merger consideration or redemption of shares would be “available for general corporate purposes, including, but not limited to, working capital operations, capital expenditures and future potential acquisitions.” We further note that pursuant to the terms and conditions set forth in merger agreement amendment, the parties have agreed to waive the condition set forth in Section 9.1(i) of the merger agreement, which requires that the amount available in the trust account following payment of the redemption shares shall not be less than $122,000,000. Please enhance your disclosure, here or elsewhere in your combined proxy statement and prospectus, to address why the parties could waive the foregoing provision. If it is true that, as a result of the merger agreement amendment, the trust account could have less than $122,000,000 in available cash following consummation of the merger, ensure your disclosure addresses how GPIA considered the impacts of such reduced cash on the company’s prospective financial condition following consummation of the merger.

The Company respectfully advises the Staff that the last sentence of the penultimate paragraph of the Company’s answer to the question “Do I have redemption rights?” on page 12 of the Revised Registration Statement, discloses to its shareholders the two conditions precedent that must occur in order for the closing condition in Section 9.1 of the merger agreement to have been deemed waived.  Similar disclosure is found:  in the Company’s answer to the question “What happens if a substantial number of the public shareholders vote in favor of the merger proposal and exercise their redemption rights?” on page 16 of the Revised Registration Statement; within the summary of shareholders redemption rights beginning on page 39 of the Revised Registration Statement; and within the sub-section

2

entitled “Conditions to the Closing of the Merger” beginning on page 115 of the Revised Registration Statement.

The Company supplementally advises the Staff that pursuant to the terms of the merger agreement amendment (and as disclosed in the relevant sections of the Revised Registration Statement referenced above), the prospective waiver of the condition set forth in Section 9.1(i) of the merger agreement is conditioned upon (1) the aggregate proceeds received by the Company in respect of any or all of the incremental equity issuances being equal to or greater than the amount to be paid by GPIA in respect of any redemptions in excess of 30% of the outstanding WDKN common stock (the “Excess Amount”) and (2) the entire amount of the Sponsor’s equity financing having been funded.  Accordingly, the condition in Section 9.1(i) will only be automatically waived in accordance with the merger agreement amendment if the Company has adequate replacement capital in respect of any such incremental redemptions above 30%.  As the parties determined to include such waiver of Section 9.1(i) to help mitigate a “chicken or egg” problem at the closing of the merger based on their assessment that a prospective investor’s willingness to participate in any incremental equity issuance may likely be conditioned on the closing having occurred or occurring simultaneously with such investment, the Company does not believe that such an automatic waiver of the closing condition in Section 9.1 would result in any “reduced cash” available to the Company.

Summary of the Proxy Statement/Prospectus

GPIA Initial Shareholders, page 34

3.                                      Elaborate upon your statement that “[b]ased on current assumptions...the incremental equity issuances would not...result in dilution of the relative ownership interest” to explain the basis for your belief and the assumptions you are relying upon.

In response to the Staff’s comment, the Company has revised the disclosure on pages 11, 28, 36, 57 and 111 of the Revised Registration Statement.

Organizational Structure, page 36

4.                                      The total percentage ownership of WDKN by existing public shareholders of GPIA, Sponsor and independent directors and existing equityholders of World Kitchen is greater than 100%. Please revise accordingly.

In response to the Staff’s comment, the Company has revised the disclosure on page 38 of the Revised Registration Statement.

The Merger Proposal, page 104

5.                                      The calculation of estimated merger consideration assuming closing as of March 31, 2016 and August 31, 2016 is mathematically incorrect. Based on the amounts presented in the reconciliation on page 106, the merger consideration at March 31, 2016 appears that it should be $268.7 and $242.4 million at August 31, 2016. Also, we note that the amount at March 31, 2016 does not agree to the total cash proceeds presented in the reconciliation on

3

page 203 of the pro forma financial statements. Please explain these differences to us or revise accordingly.

The Company respectfully advises the Staff that the difference between the two presentations is due to the fact that the table on page 106 of Amendment No. 2 does not include an estimate for any post-closing working capital adjustment; however, the pro forma financial statement tables on page 203 of Amendment No. 2 include an upward working capital adjustment estimate of $12.7 million.

In response to the Staff’s comment, the Company has revised the disclosure on pages 109 and 206 of the Revised Registration Statement.

Description of Financial Analyses and Fairness Opinion of Duff & Phelps, page 138

6.                                      We note your response to comment 10 indicating that company management (i) developed a financial model of World Kitchen containing “projections through 2020 that were extrapolated through 2026,” and made such projections available to Duff & Phelps, (ii) believes that projections through 2020 represent a “good faith assessment of WDKN’s projected future performance,” and (iii) is not aware of why Duff & Phelps chose to utilize the 2021 and 2022 projections in its analysis. To the extent that company management does not believe that projections beyond 2020, including any valuation analysis performed in reliance thereon, represent a good faith assessment of WDKN’s projected future performance, clearly state as much.

The Company’s response to comment 10 was not intended to suggest that Company’s management team did not believe its own projections; rather, the statement related to the projections included in the disclosure.  The Company supplementally advises the Staff that based on, among other things, the Company’s management team’s experience in preparing projections across various industries and businesses, including those in retail, the Company believes that all of the projections presented in the Revised Registration Statement represented the Company’s good faith assessment of WDKN’s projected future performance.

7.                                      Please also disclose the projections through 2026 or tell us why you believe the information for 2021-2026 is not necessary for investors.

The Company supplementally advises the Staff that all projections that were presented to the Company’s board of directors have been included in the Revised Registration Statement.  For clarity, these include the five-year projections (through 2020) presented by the Company’s management team and included under the heading “Projected Financial Information” on page 149 and the additional two years (2021 and 2022) that are included the discounted cash flow analysis prepared by Duff & Phelps and described under the heading “Description of Financial Analysis and Fairness Opinion of Duff & Phelps—Discounted Cash Flow Analysis” on page145 in the Revised Registration Statement.  The Company believes that providing disclosure of projections identical in scope to those presented to the Company’s board of directors is appropriate.

4

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Preliminary Allocation of Purchase Consideration, page 202

8.                                      We note your response to comment 13 and your addition of the table that reconciles the purchase price with the estimated cash and equity consideration on page 203. There appear to be differences between this table and the table presented on page 106. Please explain to us why there are differences in the adjustments being made and the amounts shown and either revise or explain accordingly.

The Company respectfully advises the Staff that the difference between the two presentations is due to the fact that the table on page 106 of Amendment No. 2 does not include an estimate for any post-closing working capital adjustment; however, the pro forma financial statement tables on page 203 of Amendment No. 2 include an upward working capital adjustment estimate of $12.7 million.

In response to the Staff’s comment, the Company has revised the disclosure on pages 109 and 206 of the Revised Registration Statement.

Exhibit 5.1

9.                                      Please have counsel remove assumptions (iii) in the second paragraph of page 3 and the fifth paragraph of page 5 (relating to Maples and Calder’s 2015 opinion) of the opinion letter or explain why these assumptions are necessary and appropriate to the opinion rendered. Please refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

We respectfully submit that both of the referenced assumptions are appropriate and consistent with Section II.B.3 of Staff Legal Bulletin No. 19 (“SLB 19”).  Essentially, the referenced section of SLB 19 indicates the Staff’s position that it is inappropriate for counsel to “assume away” material facts underlying a legal opinion.  Typically, an Exhibit 5 opinion provides a law firm’s opinion in respect of an existing entity.   Given the relatively limited circumstance of a domestication to Delaware from the Cayman Islands in the context of an Exhibit 5 opinion, our legal opinion must prospectively opine regarding a not-yet-existing Delaware corporation.  Accordingly, and as is customary in the context of a domestication, our Exhibit 5 opinion opines on certain matters following the point in time when the domestication occurs and the Company becomes a Delaware corporation governed by the DGCL, but does not opine on any matters prior to the domestication when the Company is a Cayman Islands company governed by the Cayman Islands Companies Law (the “CICL”).  Consequently, we must make certain assumptions in this context in order render any opinion whatsoever as to the post-domestication Company.  We do not believe these assumptions are “assumed away” because they relate to (i) actions to be taken in the future in order to effect the domestication (completion of which cannot be confirmed at the time of rendering our opinion) and (ii) the Company’s existence and operations in the Cayman Islands under the CICL (matters both specifically covered by Maples and Calder’s original legal opinion and pertaining to legal issues in a jurisdiction in which we are not admitted to practice and are not qualified to opine).  As such, the referenced assumptions included in our Exhibit 5 opinion are both

5

necessary predicates for an opinion in the context of a domestication and appropriate as we are unable to opine on such matters without making such customary assumptions.

Additionally, as to the aspects of Maples and Calder’s original legal opinion upon which we rely, we respectfully note to the Staff that the Company is a blank check company whose governing documents limit virtually all business activities until completion of its initial business combination. As a result, we believe our reliance on Maples and Calder’s original legal opinion continues to be appropriate as to such matters because they would not have changed since the date of the original opinion.

Lastly, we supplementally advise the Staff that our understanding of what is “customary” for an Exhibit 5 opinion in the context of a domestication is informed by, among other things, other instances in which counsel to a domesticating registrant have (i) made comparable assumptions regarding actions to be taken in the future and (ii) similarly relied upon the previous opinion of a registrant’s local counsel in s

Mail Stop 3561
August 16 , 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.
  Amendment No. 2  to Registration Statement on Form S-4
Filed July 29 , 2016
  File No. 333-211355

Dear Mr. Bonchristiano:

We have reviewed your amended 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 fac ts and
circumstances or do not 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 c omments.   Unless we note
otherwise, our references to prior comments are to comments in our July 11 , 2016 letter.

Questions and Answers About the Proposals

What equity stake will current GPIA shareholders and current World Kitchen equityholders hold
in W DKN…, page 10

1. We note your disclosure regarding the effects of the merger agreement amendment,
including the potential incremental equity issuances to Sponsor to fund the merger
consideration in the event that GPIA shareholders elect to redeem common stoc k in
excess of 30%.  Please state clearly, if true, that Sponsor could elect to purchase some or
all of the incremental equity issuances in the event of a Threshold Event and supplement
your disclosure by including the percentage of WDKN that would be owne d by Sponsor
following the business combination, based on outstanding shares and on a fully -diluted

Antonio Bonchristiano
GP Investments Acquisition Corp.
August 16,  2016
Page 2

 basis, assuming the maximum amount of incremental equity issuances allowable to
Sponsor pursuant to the terms of the merger agreement amendment.  Please pro vide
comparable disclosure throughout your combined proxy statement and prospectus each
time you discuss the relative voting power of Sponsor.

What happens to the funds deposited in the trust account after consummation of the merger…,
page 15
2. We note yo ur disclosure that any funds remaining in the trust account and not used for
payment of merger consideration or redemption of shares would be “available for general
corporate purposes, including, but not limited to, working capital operations, capital
expe nditures and future potential acquisitions.”  We further note that pursuant to the
terms and conditions set forth in merger agreement amendment, the parties have agreed
to waive the condition set forth in Section 9.1(i) of the merger agreement, which requi res
that the amount available in the trust account following payment of the redemption shares
shall not be less than $122,000,000.  Please enhance your disclosure , here or elsewhere in
your combined proxy statement and prospectus,  to address why the partie s could  waive
the foregoing provision.  If it is true that, as a result of the merger agreement amendment,
the trust account could have less than $122,000,000 in available cash following
consummation of the merger, ensure your disclosure addresses how GPIA  considered the
impacts of such reduced cash on the company’s prospective financial condition following
consummation of the merger.

Summary of the Proxy Statement/Prospectus

GPIA Initial Shareholders, page 34

3. Elaborate upon your statement that “[b]ased on current assumptions…the incremental
equity issuances would not…result in dilution of the relative ownership interest” to
explain the basis for your belief and the assumptions you are relying upon.

Organizational Structure, page 36

4. The total p ercentage ownership of WDKN by existin g public shareholders of GPIA,
Sponsor and independent directors and existing equity holders  of World Kitchen  is greater
than 100%.  Please revise accordingly.

The Merger Proposal, page 104

5. The calculation of estimate d merger consideration assuming closing as of March 31,
2016 and August 31, 2016 is mathematically incorrect.  Based on the amounts presented
in the reconciliation on pag e 106, the merger consideration  at March 31, 2016 appears
that it should be $268.7  and $242.4 million at August 31, 2016 .  Also, we note that the
amount at March 31, 2016 does not agree to the total cash proceeds presented in the

Antonio Bonchristiano
GP Investments Acquisition Corp.
August 16,  2016
Page 3

 reconciliation on page 203 of the pro forma financial statements.  Please explain these
differences to us or  revise accordingly.

Description of Financial Analyses and Fairness Opinion of Duff  & Phelps, page 138

6. We note your response to comment 10 indicating that company management (i)
developed a financial model of World Kitchen containing “projections through  2020 that
were extrapolated through 2026,” and made such projections available to Duff & Phelps,
(ii) believes that projections through 2020 represent a “good faith assessment of
WDKN’s projected future performance,” and (iii) is not aware of why Duff & P helps
chose to utilize the 2021 and 2022 projections in its analysis .  To the extent that company
management does not believe that projections beyond 2020, including any valuation
analysis performed in reliance thereon, represent a good faith assessment of  WDKN’s
projected future performance, clearly state as much.

7. Please also disclose the projections through 2026 or tell us why you believe the
information for 2021 -2026 is not necessary for investors.

Notes to the Unaudited Pro Forma Condensed Combined F inancial Information

Preliminary Allocation of Purchase Consideration, page 202

8. We note your response to comment 13 and your addition of the table that reconciles the
purchase price with the estimated cash and equity consideration on page 203.  There
appear to be differences between this table and the table presented on page 106.  Please
explain to us why there are differences in the adjustments being made and the amounts
shown and either revise or explain accordingly.

Exhibit 5.1

9. Please have counsel remove assumptions (iii) in the second paragraph of page 3 and the
fifth paragraph of page 5 (relating to Maples and Calder’s 2015 opinion) of the opinion
letter or explain why these assumptions are necessary and appropriate to the opinion
rendered.  Pleas e refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

Exhibit 23.2

10. Please ensure that Grant Thornton LLP, the registered public accounting firm for WKI
Holding Company, Inc., dates the consent.

Antonio Bonchristiano
GP Investments Acquisition Corp.
August 16,  2016
Page 4

 You may contact Yong Kim , Staff Accountant , at (202) 551 -3323 , or Lisa Sellars, Staff
Accountant,  at (202) 551 -3348 if you have questions regarding comments on the financial
statements and related matters.  Please contact Courtney Haseley, Staff Attorney,  at (202) 551 -
7689 , or me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: Paul T. Schnell , Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

FOUR TIMES SQUARE

NEW YORK 10036-6522

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BOSTON

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CHICAGO

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HOUSTON

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WASHINGTON,   D.C.

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EMAIL ADDRESS

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FRANKFURT

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MOSCOW

MUNICH

PARIS

SÃO   PAULO

SEOUL

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SINGAPORE

TOKYO

TORONTO

July 28, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mara L. Ransom

RE:                           GP Investments Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed June 22, 2016 (File No. 333-211355)

Dear Ms. Ransom:

We are writing on behalf of our client, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), to provide, on a supplemental basis, our response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 11, 2016 (the “Comment Letter”), relating to the above Amendment No. 1 to the Registration Statement on Form S-4 filed June 22, 2016 (the “Registration Statement”). Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold, italicized text and is followed by the Company’s corresponding response.

The changes made to the Registration Statement in response to the Staff’s comments together with certain additional changes reflected therein will be set forth in Amendment No. 2 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement. Page references set forth in a response to a comment are to the corresponding page in the Revised Registration Statement.

Prospectus Statement and Prospectus Cover Page

1.                                      We note your disclosure throughout your document which states that you estimate, assuming a closing as of July 31, 2016, equityholders of World Kitchen will receive approximately $173,600,000 in cash and 6,119,956 in WDKN shares equating to approximately $61,200,000 and that there will a downward adjustment of approximately $255,200,000 to the purchase price. In an appropriate place in your document, please disclose the following:

(a)                                 Explain how these amounts were calculated and include a reconciliation to the total purchase price of $500 million, similar to the one provided in response to comment 29 in our letter dated June 10, 2016.

In response to the Staff’s comment, the Company has revised the disclosure beginning on page 105 of the Revised Registration Statement.

(b)                                 Disclose any significant assumptions made in your calculations.

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 106, 107 and 282 of the Revised Registration Statement. The ownership percentage calculations are now based on the 6,062,282 WDKN shares that the Company expects to issue assuming a closing date of August 31, 2016.

(c)                                  Tell us why your estimated downward adjustment of $255,200,000, appears to adjust only for the indebtedness of World Kitchen as of July 31, 2016. Based on the reconciliation provided in response to comment 29, it appears that adjustments to the purchase price should also be made for cash equivalents held by World Kitchen as well as other adjustments. Please explain the inconsistency.

In response to the Staff’s comment, the Company has revised the disclosure on pages 9,43,105 and 106 of the Revised Registration Statement.

(d)                                 Include a cross reference to your reconciliation where these amounts are presented.

In response to the Staff’s comment, the Company has revised the disclosure in the applicable sections of the Revised Registration Statement to include cross-references to the reconciliation beginning on page 105 of the Revised Registration Statement.

2.                                      We note that all your ownership percentage calculations are based on the 6,119,956 WDKN shares you expect to issue at July 31, 2016. Please clarify that the percentages assume a closing date of July 31, 2016.

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and other relevant sections of the Revised Registration Statement. The ownership percentage calculations are now based on the 6,062,282 WDKN shares that the Company expects to issue assuming a closing date of August 31, 2016.

2

Summary of the Proxy Statement/Prospectus

Voting Power; Record Date, page 34

3.                                      At the bottom of page 34, you state that, of the 21,562,500 GPIA ordinary shares outstanding, 4,312,500 shares were public shares. The 4,312,500 shares represent shares held by the GPIA initial shareholders while public shareholders hold 17,250,000 shares. Please revise accordingly.

In response to the Staff’s comment, the Company has revised the disclosure on page 37 of the Revised Registration Statement.

Sources and Uses of Funds for the Business Combination, page 40

4.                                      We note that the table on page 40 presenting the sources and uses of funds for the business combination assumes a closing date of July 31, 2016. Please tell us the most recent historical date for which you have actual amounts for the estimates made in this table and what the amounts were as of that date. Please also explain and disclose any material differences between the actual amounts and the estimates provided. Additionally, please tell us of any potential intervening events through July 31, 2016 that could impact the accounting for the transaction. Finally, please disclose how each amount in this table was calculated and the assumptions made so your investors can understand the basis for your estimates.

The Company respectfully advises the Staff that the most recent historical date for which it has actual amounts for the estimates made in the sources and uses table is March 31, 2016.  In response to the Staff’s comment, the Company has revised the disclosure beginning on page 42 of the Revised Registration Statement.

Comparative Per Share Data, page 52

5.                                      We note your presentation of pro forma shareholders’ equity as of December 31, 2015. Under Rule 11-02(c) of Regulation S-X, it is only appropriate to present a pro forma balance sheet as of the end of the most recent period. Please tell us why you believe it is appropriate to provide pro forma shareholders’ equity as of December 31, 2015 in this section or remove it from the filing.

In response to the Staff’s comment, the Company has revised the disclosure on page 56 of the Revised Registration Statement. The balance sheet data is now presented only as at March 31, 2016.

3

The Merger Proposal

Background of the Merger, page 119

6.                                      We note your revised disclosure in response to comment 12; however it remains unclear how you arrived at each of the proposed valuations of World Kitchen. In this regard, we note that although GPIA applied “a multiple to Adjusted EBITDA of World Kitchen” to arrive at the valuations proposed on both December 9, 2015 and January 20, 2016, the valuations proposed on those dates differ. Please enhance your disclosure to explain whether the multiple you applied to the Adjusted EBITDA of World Kitchen changed and, if so, why, or address any other factors that drove the change. Additionally, we note your statement that on January 27, 2016 representatives of World Kitchen communicated to representatives of GPIA “that World Kitchen would be prepared to proceed with a transaction at an enterprise value of $520 million,” to which GPIA later agreed. Subsequently, you state that GPIA reduced its proposed valuation to $500 million. Please enhance your disclosure to explain why the proposed valuations of World Kitchen changed on December 9, 2015, January 20, 2016, February 5, 2016, and March 11, 2016.

In response to the Staff’s comment, the Company has revised the disclosure in the section entitled “Background of the Merger” beginning on page 123 of the Revised Registration Statement.

7.                                      We note your revised disclosure in response to comment 14. While you have identified various general roles played by certain third-party advisers, it is unclear whether the findings provided by those advisers performing business, accounting and financial due diligence conflicted or overlapped in any way, and more specifically how the advisers’ individual findings informed the company’s valuation process. Please specifically state whether any of these advisers provided a valuation analysis and, if so, please revise to provide this disclosure. Please advise or revise your disclosure accordingly.

In response to the Staff’s question, the Company respectfully advises the Staff that our third-party advisors conducted due diligence and advised the Company on their findings, in each case, based on each such advisor’s area of expertise and based on the scope of review established with the Company in connection with each such advisor’s engagement. Results of due diligence performed by our third-party advisors were among the wide variety of factors considered by the special transaction committee in recommending the business combination to the full board of directors, and the board of directors in recommending that shareholders vote in favor of adoption of the merger agreement.  These due diligence findings and the results of the Company’s own extensive due diligence process informed, among other things, the enumerated factors set forth in the section entitled “GPIA’s Board of Directors’ and the Special Transaction Committee’s Reasons for Approval of the Merger” beginning on page 133 of the Revised Registration Statement.

The Company supplementally advises the Staff that the due diligence findings of our third-party advisors as well as the findings resulting from the Company’s own extensive due diligence of World Kitchen informed the Company’s valuation process as all of such information, collectively and with no relative weight to any specific factor, informed the Company’s view of Adjusted EBITDA, the correct multiple to be applied thereto and opportunities and risks for the ongoing operations of World Kitchen, including, among other things, the Company’s management team’s assessment of the possibility of World Kitchen achieving projected 2016 EBITDA targets.

Additionally, the Company respectfully advises the Staff that except as disclosed under the headings “Description of Financial Analyses and Fairness Opinion of Duff and Phelps” and “Description of Discussion Materials of UBS” on pages 138 and 144, respectively, of the Revised Registration Statement, neither the Special Transaction Committee nor the Board of Directors received or obtained any financial analyses relating to World Kitchen.  Additionally, we note that neither UBS nor Duff & Phelps provided any opinion, report or appraisal regarding the valuation of World Kitchen or the post-transaction company.

8.                                      We note your revisions in response to comment 16. Please revise to explain why, once the role of the Special Transaction Committee was expanded to assess the fairness of the business combination as a whole to the Board of Directors, the role of Duff & Phelps was not also expanded to assess the fairness of the business combination as a whole. In addition, please expand the risk factor you provided in response to comment 9 to address the fact that the Special Transaction Committee also did not obtain a third-party valuation that the price you are paying for World Kitchen is fair to your company.

In response to the Staff’s comment, the Company has revised the disclosure in the section entitled “GPIA’s Board of Director’s and the Special Transaction Committee’s Reasons for Approval of the Merger” beginning on page 133 of the Revised Registration Statement and expanded the risk factor entitled “Neither the board of directors nor the special transaction committee obtained a third-party valuation in determining whether or not to pursue the business combination” on page  91.

4

9.                                      Please elaborate upon your disclosure to explain how the Special Transaction Committee determined to recommend the transaction to the Board of Directors and, specifically, how they assessed the fairness of the consideration. In this regard, clarify whether the Special Transaction Committee had the benefit of participating in the UBS presentations and/or valuation materials and, if not, explain how they arrived at their recommendation.

In response to the Staff’s comment, the Company has revised the disclosure in the section entitled “GPIA’s Board of Directors’ and the Special Transaction Committee’s Reasons for Approval of the Merger” beginning on page 133

Projected Financial Information page 141

10.                               We note your response to comment 24 and your statement that GPIA management believed the “projections were stabilized as of 2020.” However, it is not clear that the foregoing statement sufficiently demonstrates that there is a reasonable basis for the Management Projections relied upon by Duff & Phelps which extend to 2022. Accordingly, in view of the range of the projections, please provide additional support and analysis as to how you determined that providing projections through 2022 was reasonable and appropriate pursuant to Item 10(b) of Regulation S-K.

The Company respectfully advises the Staff that in connection with the Company’s evaluation of the business combination, the Company’s management prepared a highly developed financial model of World Kitchen (the “World Kitchen Model”) based upon, among other things, audited financial information of World Kitchen provided to the Company, other data available to the Company and assumptions derived from the Company’s management team’s long experience in assessing, acquiring, operating and divesting portfolio companies across various industries and businesses, including retail industries and businesses.  The World Kitchen Model contained projections through 2020 that were extrapolated through 2026. Those projections were made available, in their entirety, to both Duff & Phelps and UBS for use in their respective financial analyses of the business combination. The World Kitchen Model, in the business judgment of the Company’s management, demonstrated that, among other things, the growth, margins and cash flow profile for World Kitchen would stabilize by 2020. Accordingly, the Company’s management concluded that projections extending to 2020 properly depicted World Kitchen’s economic potential.  The Company is not aware of why Duff & Phelps, in its judgment, chose to utilize the 2021 and 2022 projections from the World Kitchen Model in their analysis. The Company supplementally advises the Staff that based on, among other things, the Company’s management team’s experience in preparing projections across various industries and businesses, including those in retail, the Company believes that projections through 2020 (as presented in the Revised Registration Statement) represent the Company’s good faith assessment of WDKN’s projected future performance.

5

11.

Mail Stop 3561
July 11 , 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.
  Amendment No. 1 to Registration Statement on Form S-4
Filed June 22 , 2016
  File No. 333-211355

Dear Mr. Bonchristiano:

We have reviewed your amended 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 fac ts and
circumstances or do not 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 c omments.   Unless we note
otherwise, our references to prior comments are to comments in our June 10, 2016 letter .

Prospectus Statement and Prospectus Cover  Page

1. We note your disclosure throughout your document which states that you estimate,
assuming a closing as of July 31, 2016, equityholders of World Kitchen will receive
approximately $173,600,000 in cash and 6,119,956 in WDKN shares equating to
approximately $61,200,000 and that there will a downward adjustment of approximately
$255,200,000 to the pu rchase price.  In an appropriate place in your document, please
disclose the following:

 Explain how these amounts were calculated and include a reconciliation to the total
purchase price of $500 million , similar to the one provided in response to comment
29 in our letter dated June 10, 2016 .

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 11 , 2016
Page 2

  Disclose any significant assumptions made in your calculations.
 Tell us why your estimated downward adjustment of $255,200,000, appears to adjust
only for the indebtedness of World Kitchen as of July 31, 2016 .  Based  on the
reconciliation provided in response to comment 29, it appears that adjustments to the
purchase price should also be made for cash equivalents held by World Kitchen as
well as other adjustments.  Please explain the inconsistency.
 Include a cross r eference to your reconciliation where these amounts are presented.

2. We note that all your ownership percentage calculations are based on the 6,119,956
WDKN shares you expect to issue at July 31, 2016.  Please clarify that the percentages
assume a closing  date of July 31, 2016.

Summary of the Proxy Statement/Prospectus

Voting Power; Record Date, page 34

3. At the bottom of page 34, you state that, of the 21,562,500 GPIA ordinary shares
outstanding, 4,312,500 shares were public shares.  The 4,312,500 shares represent shares
held by the GPIA initial shareholders while public shareholders hold 17,250,000 shares.
Please revise accordingly.

Sources and Uses of Funds for the Business Combination, page 40

4. We note that the table on page 40 presenting the sources and uses of funds for the
business combination assumes a closing date of July 31, 2016.  Please tell us the most
recent historical date for which you have actual amounts for the estimates made in this
table and what the amounts were as of that date .  Please also explain and disclose any
material differences between the actual amounts and the estimates provided.
Additionally, please tell us of any potential intervening events through July 31, 2016 that
could impact the accounting for the transaction .  Finally, please disclose how each
amount in this table was calculated and the assumptions made so your investors can
understand the basis for your estimates.

Comparative Per Share Data, page 52

5. We note your presentation of pro forma shareholders’ equ ity as of December 31, 2015.
Under Rule 11 -02(c) of Regulation S -X, it is only appropriate to present a pro forma
balance sheet as of the end of the most recent period.  Please tell us why you believe it is
appropriate to provide pro forma shareholders’ equity as of December 31, 2015 in this
section or remove it from the filing.

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 11 , 2016
Page 3

 The Merger Proposal

Background  of the Merger, pa ge 119

6. We note your revised disclosure in response to comment 12; however it remains unclear
how you arrived at each o f the p roposed valuations of World Kitch en.  In this regard, we
note that although GPIA applied “a multiple to Adjusted EBITDA of World Kitchen” to
arrive at the valuations proposed on both December 9, 20 15 and January 20, 2016, the
valuations  proposed on those d ates differ .  Please enhance your disclosure to explain
whether the multiple you applied to the Adjusted EBITDA of World Kitchen changed
and, if so, why, or address any other factors that drove the change.  Additionally, we note
your statement  that on Janu ary 27, 2016 representatives of World Kitchen communicated
to representatives of GPIA “that World Kitchen would be prepared to proceed with a
transaction at an enterprise value of $520 million,” to which GPIA later agreed.
Subsequently, you state that GPI A reduced its proposed valuation to $500 million.
Please enhance  your disclosure to explain why the proposed valuations of World Kitchen
changed on December 9, 2015, January 20, 2016, February 5, 2016, and March 11, 2016.

7. We note your revised disclosur e in response to comment  14.  While you have identified
various general roles played by certain third -party advisers, it is unclear whether the
findings provided by those advisers performing business, accounting and financial due
diligence conflicted or ov erlapped in any way, and more specifically how the advisers’
individual findings informed the company’s valuation process.  Please specifically state
whether any of these advisers provided a valuation analysis and, if so, please revise to
provide this disc losure.  Please advise or revise your disclosure accordingly.

8. We note your revisions in response to comment 16.  Please revise to explain why, once
the role of the Special Transaction Committee was expanded to assess the fairness of the
business combination as a whole to the Board  of Directors, the role of Duff & Phelps was
not also expanded to assess the fairness of the business combination as a whole.  In
addition, please expand the risk factor you provided in response to comment 9 to address
the fact that the Special Transaction Committee also did not obtain a third -party valuation
that the price you are paying for World Kitchen is fair to your company.

9. Please elaborate upon your disclosure to explain how the Special Transaction Committee
determined to recommend the transaction to the Board of Directors and, specifically, how
they assessed the fairness of the consideration.  In this regard, clarify whether the Special
Transaction Committee had the benefit of participating in the UBS presentati ons and/or
valuation materials and, if not, explain how they arrived at their recommendation.

Projected Financial Information page 141

10. We note your response to comment 24 and your statement that GPIA management
believed the “projections were stabilized as of 2020.”  However, it is not clear that the

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 11 , 2016
Page 4

 foregoing statement sufficiently demonstrates that there is a reasonable basis for the
Management Projections relied upon by Duff & Phelps which extend to 2022.
Accordingly, in view of the range of the projections, please provide additional support
and analysis as to how you determined that providing projections through 2022  was
reasonable and  appropriate pursuant to Item 10(b) of Regulation S -K.

11. We have reviewed the revision made in response to comment 25.  We note that SG&A
expenses exclude depreciation and amortization.  Please tell us if projected net income
includes depreciation and amo rtization expense and if so, which line item they are
included.  Please ensure that all projected expenses, including noncash charges, are
included in your presentation of net income.

Unaudited Pro Forma Condensed Combined Financial Information, page 1 89

12. We note that the first column in your pro forma balance sheet as of March 31, 2016 is for
“GPIAC.”  Please tell us if this is meant to represent GPIAC, LLC, a company whose
sole member is the Sponsor.  If so, please tell us why they are presented in th e pro forma
financial statements; otherwise, please revise accordingly.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

3. Preliminary Allocation of Purchase Consideration , page 1 95

13. We have reviewed your response to comment 29.   Please include the reconciliation of the
cash and equity consideration presented in your response in your pro forma financial
statement footnotes.  We believe these calculations provide clarity and transparency to an
investor.

14. We have reviewed your re sponse to comment 29.  We understand that the apportionment
of the 75% cash consideration and 25% stock consideration is based on the aggregate
purchase price of $500 million, which will be (i) reduced by, among other things set forth
in the merger agreeme nt, the amount of the indebtedness of World Kitchen on the closing
date of the merger; and (ii) increased by , among other things set forth in the merger
agreement, the cash and cash equivalents held by or on behalf of World Kitchen on the
closing date of t he merger.  If the items in the reconciliation provided in your response,
other than “indebtedness to be repaid” and “cash equivalents held by World Kitchen,”
represent the “other things set forth in the merger agreement,” please confirm this.  If this
is not the case,  please advise.

4.  Pro Forma Adjustments, page 196

15. Refer to footnote (c).  Please tell us why the payment to World Kitchen selling
equityholders does not equal the $193.5 million on the preliminary purchase price
allocation on page 195.  Additionally, please tell us how the $10 million payment to

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 11 , 2016
Page 5

 escrow fa ctors i nto the cash consideration paid.  We assume the cash escrow payment
increases the amount paid to World Kitchen; however, based on your response to
comment 29, it appears that the cash consideration of $193.5 million includes the $10
million to escro w.  Please advise.  Please also explain the difference in transaction costs
in this footnote of $15.4 million as compared to the table on page 40.

Pro Forma Adjustments to the Statement of Operations, page 200

16. We have reviewed your response to comment 33  regarding the calculation of depreciation
expense in footnote (v).  We note that the adjusted cost basis of machinery & equipment
at December 31, 2015 is $60.5 million with an average estimated remaining useful life of
4 years.  We further note that the p ro forma annual depreciation expense is $30.8M,
which suggests a useful life of approximately 2 years.  Similarly, your pro forma
depreciation expense for the quarter ended March 31, 2016 suggests a useful life of
approximately 2 years.  Please provide fur ther analysis supporting the pro forma
depreciation expense for machinery & equipment for the year ended December 31, 2015
and the quarter ended March 31, 2016.

Compensation Discussion and Analysis in Relation to World Kitchen

Fiscal Year  2015 Compensation

Determination of Compensation, page 263

17. We note your response to comment 49.  Please revise to elaborate upon “the general
practices and levels of management equity ownership for employees in similar positions
at other private equity p ortfolio companies.”  Further, as previously requested, in
discussing total cash compensation, describe how you arrived at the target percentages
for each of your named executive officers under the Management Incentive Plan .  Refer
to Item 402(b)(1)(v) of Regulation S -K.

18. With respect to your Management Incentive Plan, please revise to explain how you
arrived at the 100.08% payout percentage for both the EBITDA and Free Cash Flow
goals when both goals were exceeded in disproportionate amounts relative to the target.
Inclusion of the threshold and maximum goals would provide helpful context.  Please
also elaborate upon the individual performance goals that you set for your named
executive officers.  Refer to Items 402(b)(2)(iv) and (vii) of Regulation S -K.

Antonio Bonchristiano
GP Investments Acquisition Corp.
July 11 , 2016
Page 6

 WKI Holding Company, Inc. and Subsidiaries Financial Statements

Notes to Consolidated Financial Statements

1. Nature of Operations and Basis of Presentation, page W -10

19.  We have reviewed your response to comment 56.  Please tell us what your operating
segments are and whether you have aggregated any operating segments into your
reportable segments.  P lease also tell us whether you consider your retail stores  an
operating segment and whether your CODM regularly reviews operating results of your
retail locations to assess performance and make decisions about resource allocation s.
Refer to ASC 280 -10-50-1.

Annex G, Preliminary Proxy Card

20. We note your response to comment 63 and your decision to present together the
following changes to your char ter in Proposal No. 9 : (i) electing not to be governed by
Section 203 of the DGCL and, instead, inc luding a similar provision but  carves out your
Sponsor; and (ii) granting a waiver of corporate  opportunities  to WDKN directors and
officers.  Please revise to unbundle one of the foregoing or, alternatively, tell us how you
determined that bundling the foregoing changes was appropriate, including your analysis
of how you considered whether each provision  substantively affect s shareholder rights
and rep resents a material change which you are opting to include in your new charter.

You may contact Yong Kim , Staff Accountant , at (202) 551 -3323 , or Lisa Sellars, Staff
Accountant,  at (202) 551 -3348 if you have questions regarding comments on the financial
statements and related matters.  Please contact Courtney Haseley, Staff Attorney,  at (202) 551 -
7689 , or me at (202) 551 -3720  with any  other questions.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: Paul T. Schnell , Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

FOUR TIMES SQUARE

NEW YORK 10036-6522

FIRM/AFFILIATE   OFFICES

TEL: (212) 735-3000

BOSTON

FAX: (212) 735-2000

CHICAGO

www.skadden.com

HOUSTON

LOS ANGELES

PALO ALTO

DIRECT DIAL

WASHINGTON, D.C.

(212) 735-2854

WILMINGTON

DIRECT FAX

(917) 777-2854

BEIJING

EMAIL ADDRESS

BRUSSELS

TIMOTHY.FESENMYER@SKADDEN.COM

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

June 21, 2016

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Mara L. Ransom

RE:                           GP Investments Acquisition Corp. Registration Statement
 on Form S-4 filed May 13, 2016 (File No. 333-211355)

Dear Ms. Ransom:

We are writing on behalf of our client, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), to provide, on a supplemental basis, our response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated June 10, 2016 (the “Comment Letter”), relating to the above Registration Statement on Form S-4 (the “Registration Statement”). Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold, italicized text and is followed by the Company’s corresponding response.

The changes made to the Registration Statement in response to the Staff’s comments will be set forth in Amendment No. 1 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement. Page references set forth in a response to a comment are to the corresponding page in the Revised Registration Statement.

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 shareholders 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.

In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement regarding the percentage of WDKN that will be owned by the Sponsor in the event that GPIA shareholders exercise their redemption rights to the maximum extent allowable.

Questions and Answers About the Proposals

Why am I receiving this proxy statement/prospectus..., 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Revised Registration Statement. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement.

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 issued in exchange for each share of World Kitchen common stock, assuming the merger were to be consummated as of a current date.

In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 9 of the Revised Registration Statement.

4.                          You indicate that the $500 million aggregate purchase price may be adjusted at closing pursuant to the terms of the merger agreement. 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 consideration likely payable. Please provide comparable disclosure throughout your combined proxy statement and prospectus when discussing the $500 million aggregate purchase price.

2

In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the Revised Registration Statement. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement.

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.

In response to the Staff’s comment, the Company has revised the disclosure on page 19 of the Revised Registration Statement.

Summary of the Proxy Statement/Prospectus

Sources and Uses 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 40 of the Revised Registration Statement.

7.                          We note your table summarizing the sources and uses for funding 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 equityholders, cash proceeds to World Kitchen equityholders and payment of transaction fees. Please reconcile these amounts or explain to us the reasons for the differences.

The Company respectfully advises the Staff that the Sources and Uses table and the unaudited pro forma financial information have been calculated at different dates.  In response to the Staff’s comment, the Company has revised the Sources and Uses table on page 40 and the disclosure on page 203 of the Revised Registration Statement to include date references.

Comparative Per Share Data, page 50

8.                          Please revise to include all of the required elements 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.

In response to the Staff’s comment, the Company has revised the Comparative Per Share Data disclosure beginning on page 52 of the Revised Registration Statement.

3

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 of Form S-4.

In response to the Staff’s comment, the Company has revised the disclosure on page 88 of the Revised Registration Statement.

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 companies 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 120 of the Revised Registration Statement.

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.

In response to the Staff’s comment, the Company has revised the disclosure on page 120 of the Revised Registration Statement.  Additionally, the Company supplementally advises the Staff that the Company is not aware whether World Kitchen received any competing offers from other potential counterparties either prior to or after it first engaged in discussions with 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 amount 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 was determined through negotiations between GPIA and World Kitchen,” but your disclosure here does not provide any discussion of any counter-offers submitted by World Kitchen or any other meaningful evidence of negotiation between the parties as it pertains to valuation

4

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 changes in proposed valuation. Please also clearly explain how you arrived at the aggregate merger consideration and the total mix of cash and stock consideration.

In response to the Staff’s comment, the Company has revised the disclosure beginning on page 121 of the Revised Registration Statement.

13.                   You state that GPIA and World Kitchen entered into an exclusivity period beginning on February 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 122 of the Revised Registration Statement.

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

In response to the Staff’s comment, the Company has revised the disclosure on page 123 of the Revised Registration Statement.

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 rendering a fairness opinion and whether those metrics, and any analyses drawn from them, varied from those presented to the board on April 19, 2016.

The Company supplementally advises the Staff that all of the analyses discussed on April 13, 2016 also were presented to the GPIA board of directors on April 19, 2016.  The only variance in the valuation metrics discussed on April 13, 2016 was that the figures presented in such earlier discussion reflected the state of the merger agreement negotiations at that point in time and the then-current share price figures.

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 commitment 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 124 of the Revised Registration Statement.

17.                   Please revise your disclosure to provide the factors the special transaction committee relied upon in recommending 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.

5

In response to the Staff’s comment, the Company has revised the disclosure beginning on page 127 of the Revised Registration Statement.

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 given to the various advantages and disadvantages of Sponsor’s equity commitment.

In response to the Staff’s comment, the Company has revised the disclosure on page 122 of the Revised Registration Statement.

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.

In response to the Staff’s comment, the Company has revised the disclosure on page 130 of the Revised Registration Statement.

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 projections were prepared by World Kitchen management, please state as much and explain why these projections appear to differ.

In response to the Staff’s comment, a footnote has been added to the Discounted Cash Flow Analysis summary in the section describing Duff & Phelps’ fairness opinion on page 136 of the Revised Registration Statement.  The Company supplementally advises the Staff that other than the difference identified in the footnote, the management projections presented to the GPIA board of directors and the Company’s financial advisors were the same (subject to differences in rounding).  Furthermore, the company has added additional disclosure regarding the projected financial information in response to the Staff’s comment 24.

Description of Discussion Materials of UBS, page 133

21.                   You state that since UBS was not requested to render a fairness opinion, “UBS did not follow the procedures that it wo

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

CORRESP
1
filename1.htm

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

May 15, 2015

VIA EMAIL & EDGAR

Erin E. Martin, Esq.

Senior Counsel

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:

        GP Investments Acquisition Corp. (the “Company”)
        Registration

        Statement on Form S-1 (Registration No. 333-203500) (the “Registration Statement”)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request
of the Company for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at
3:00 p.m. Washington D.C. time on May 19, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we,
as representative of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s
preliminary prospectus dated May 8, 2015:

    (i)
    Dates of distribution: May 11, 2015 through the date hereof

    (ii)
    Number of prospective underwriters to which the preliminary prospectus was furnished: 2

    (iii)
    Number of prospectuses furnished to investors: approximately 800

    (iv)
    Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 50

We, the undersigned, as representative of
the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they
have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

Acting on behalf of itself and

the several underwriters

By: /s/ Neil Shah _______

Name: Neil Shah

Title: Managing Director

 cc: Securities and Exchange Commission
 Isaac Esquivel
 Jennifer Monick
 Sara von Althann

 cc: Skadden, Arps, Slate, Meagher & Flom LLP
 Gregg A. Noel
 Michael J. Mies

 cc: Davis
Polk & Wardwell LLP
 Deanna L. Kirkpatrick
 Manuel Garciadiaz

CORRESP
1
filename1.htm

GP Investments Acquisition Corp.

150 E. 52nd Street, Suite 5003

New York, New York 10022

May 15, 2015

VIA EMAIL & EDGAR

Erin E. Martin, Esq.

Senior Counsel

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:
    GP Investments Acquisition Corp. (the “Company”) Registration

    Statement on Form S-1 (Registration No. 333-203500)

Dear Ms. Martin:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form
S-1 (File No. 333-203500) be accelerated by the Securities and Exchange Commission (the “Commission”) to 3:00 p.m.
Washington D.C. time on May 19, 2015 or as soon as practicable thereafter.

The Company is aware of its 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. The Company has taken reasonable steps to make the information contained
in the registration statement conveniently available to underwriters and dealers who it is reasonably anticipated will be invited
to participate in the distribution of the securities to be offered or sold.

The Company acknowledges that should the
Commission or its 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. In addition, the Company acknowledges that 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. Finally, the Company acknowledges that it 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.

We request that we be notified of such effectiveness
by a telephone call to Michael J. Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    GP Investments Acquisition Corp.

    By:
    /s/ Antonio Bonchristiano

    Name:
    Antonio Bonchristiano

    Title:
    Chief Executive Officer and Chief Financial Officer

    cc:
    Securities and Exchange Commission

    Isaac Esquivel

    Jennifer Monick

    Sara von Althann

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

    Gregg A. Noel

    Michael J. Mies

    cc:
    Davis Polk & Wardwell LLP

    Deanna L. Kirkpatrick

    Manuel Garciadiaz

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

April 9, 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.
Draft Registration Statement on Form S -1
Submitted March 13, 2015
  CIK No. 0001635282

Dear Mr. Bonchristiano :

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

2. Please supplementally provide us with copies of all written communications, as de fined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by

Antonio Bonchristiano
GP Investments Acquisition Corp.
April 9, 2015
Page 2

 Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Cover of Prospectus

3. We note your disclosure on the cover stating that you “ will apply to list our units on the
NASDAQ Capital Marke t, or NASDAQ, under the symbol ‘ GPIAU ’ on or promptly after
the date  of this prospectus. ”  However, on page 105 under “Listing of Securities” you
state that you “ have been approved to have our units, ordinary shares and warrants list ed
on NASDAQ under the symbols ‘GPIAU,’  ‘GPIA’  and ‘GPIAW,’  respectively .”
Furthermore, on  page 116 under “Underwriting” you state that you “ have been approved
to have our units listed on  NASDAQ under the symbol ‘GPIAU,’ and that you “ expect
that our ordinary shares and warrants will be listed under the symbols ‘GPIA ’ and
‘GPIAW,’  respectively, once separate trading for our ordinary shares and warrants
begins. ”  Please revise to reconcile these statements or advise.

Summary , page 1

General, page 1

4. We note that the summary includes performance and valuation information for GP
Investments, Ltd .  For example, we note your discussion of the potential sales value and
realized return.  Please remove from the summary section the performance and valuation
for companies other than the issuer.  This information is not appropriate for the
prospectus summary.

Founder Shares, page 9

5. We note that  your initial shareholders  have agreed to certain voting provisions .  Please
revise your disclosure to indicate whether these provisions were provided in written
agreements, and if so, please file such agreements as exhibits to this registration
statement or advise.

6. We note that your initial shareholders have entered into letter agreements with you,
pursuant to which they have waived certain redemption and distribution rights.  Please
advise us whether these agreements are the same as the insider letters containing transfer
restrictions described under “Underwriting” and in cluded in the exhibit index.  If not,
please file such agreements as exhibits to this registration statement  or advise.

Antonio Bonchristiano
GP Investments Acquisition Corp.
April 9, 2015
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations , page
57

Liquidity and Capital Resources, page  58

7. Please include disclosure regarding any expenses you have incurred to date.

Overview, page 61

8. We note your disclosure  regarding your sponsor’s prior experience and the specific
performance  and valuation  inform ation that you have provided.  P lease ex pand the
disclosure to provide a more complete  discussion of performance.  For example, please
explain the basis for your realized return calculation.  Please also explain what you mean
by “potential sales value” and discuss how that figure is calculated.  In addition, p lease
balance this disclosure with a discussion of any relevant major adverse business
developments.   Please also revise to describe whether the return amount may have been
impacted by general market trends or other external factors unrelated to management
action.  Further, please disclose any prior performance information for any other SPACs
with which your control persons previously were or are concurrently associated or advise .

Management, page 79

9. We note that Mr. Lambranho will serve on your board of directors.  Please revise to
explicitly discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that Mr. Lambranho should serve as a director, in light of your  business and
structure .  Please refer to Item 401(e) of Regulation S -K for guidance .

Number and Terms of Office of Officers and Directors , page 79

10. Please  revise your disclosure to clarify the total number of directors you intend to have.

Underwriting, page 115

11. Please revise to disclose any historical banking and commercial dealings between the
underwriter(s) and the company or its affiliates, or confirm that there have been no such
dealings.

Exhibit Index

12. Please file all required exhibits as promptly as possible. If you are not in a position to file
your legal opinions with the next amendment, please provide draft copies for us to
review.   Note that the  drafts should be filed as correspondence.

Antonio Bonchristiano
GP Investments Acquisition Corp.
April 9, 2015
Page 4

 13. We note the exhibit list includes “form of” agreements. Please advise us if you do not
intend to file  final, executed agreements prior to effectiveness of the registration
statement.

You may contact Isaac Esquiv el 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