SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS
The supplemental information included herein supplements the Joint Proxy Statement/Prospectus. Please read
this Supplement carefully and in its entirety
, including Supplement to the Joint Proxy Statement/Prospectus—Update
to Risk Factors,
together with the Joint Proxy Statement/Prospectus, including the disclosure contained in the
section entitled Risk Factors beginning on page 63 of the Joint Proxy Statement/Prospectus. To the extent that any
information contained in this Supplement is inconsistent with the information contained in the Joint Proxy
Statement/Prospectus, this Supplement shall be deemed to have superseded the Joint Proxy Statement/Prospectus.
ADJOURNMENT OF SPECIAL MEETING OF
STOCKHOLDERS OF
RIMINI STREET
The Special Meeting was originally scheduled for September 18, 2017. At the Special Meeting held at 8:00 a.m. Pacific time, on September 18, 2017, at 6601 Koll Center Parkway #300, Pleasanton, CA, at which Rimini Street stockholders would have otherwise been asked to consider and vote upon the approval and adoption of the Merger Agreement and other proposals described in the Joint Proxy Statement/Prospectus, Rimini Street stockholders representing a sufficient number of shares of Rimini Street capital stock voted in favor of a proposal to adjourn the Special Meeting to 5:00 p.m. Pacific time, on September 21, 2017, in order for Rimini Street to provide its stockholders with an update regarding certain proposed amendments to the Credit Facility.
At its reconvened meeting on September 21, 2017, Rimini Street stockholders representing a sufficient number of shares of Rimini Street capital stock voted in favor of a proposal to further adjourn the Special Meeting to 5:00 p.m. Pacific time on September 22, 2017, and, at such reconvened meeting, further voted in favor of a proposal to further adjourn the Special Meeting to 4:00 p.m. Pacific time on September 25, 2017, and, at such reconvened meeting, further voted in favor of a proposal to further adjourn the Special Meeting to 5:00 p.m. Pacific time on September 27, 2017 and, at such reconvened meeting, further voted in favor of a proposal to further adjourn the Special Meeting to 5:00 p.m. Pacific time on October 3, 2017.
At its reconvened meeting on October 3, 2017, Rimini Street stockholders representing a sufficient number of shares of Rimini Street capital stock voted in favor of a proposal to further adjourn the Special Meeting to 5:00 p.m. Pacific time on October 5, 2017 (subject to any further adjournment thereof).
The Special Meeting will be held at 6601 Koll Center Parkway #300, Pleasanton, CA 94566.
ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF
GPIA
In light of the developments referred to in Adjournment of Special Meeting of Rimini Street above, at the Extraordinary General Meeting of GPIA shareholders held on September 26, 2017 at which GPIA shareholders would otherwise be asked to consider and vote upon the approval and adoption of the Merger Agreement and other proposals described in the Joint Proxy Statement/Prospectus, GPIA submitted a proposal to adjourn the meeting to 10:00 a.m. Eastern time on October 6, 2017. As previously announced by GPIA, the shareholders of GPIA approved the proposal to adjourn the Extraordinary General Meeting to 10:00 a.m. Eastern time on October 6, 2017 (subject to any further adjournment thereof).
The Extraordinary General Meeting will be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, at 4 Times Square, New York, New York 10036.
SIXTH AMENDMENT TO THE CREDIT FACILITY
The description of the Sixth Amendment set forth below should be read together with the description of the Credit Facility set forth in the Joint Proxy Statement/Prospectus, including the section headed
Managements
Discussion and Analysis of Financial Condition and Results of Operations of Rimini Street—Liquidity and Capital
Resources
.
Background to the Sixth Amendment
As described in the Joint Proxy Statement/Prospectus, pursuant to GPIAs memorandum and articles of association, a holder of GPIA public shares may request redemption for cash of all or a portion of the post-domestication RMNI public shares that such public shareholder will hold upon the domestication of GPIA if the business combination is consummated. Based on the level of indications received from GPIA shareholders electing