General Purpose Acquisition Corp.

General Purpose Acquisition Corp. (the "Company") is a newly organized blank check company, incorporated on July 25, 2025, as a Cayman Islands exempted company, formed for the purpose of effecting a business combination with one or more businesses or entities ¹. The Company has not yet selected any specific business combination target and has generated no operating revenues to date, nor does it expect to generate operating revenues until the consummation of its initial business combination ². Its efforts have been limited to organizational activities, activities related to its initial public offering, and the search for an initial business combination ³.

The Company intends to focus its search on businesses operating within the maritime, logistics, and digital infrastructure sectors, believing these industries are undergoing significant transformation driven by technological innovation, regulatory evolution, and shifting global trade dynamics ⁴. The target businesses are expected to have strong market positions and a clear path to long-term value creation, with a focus on areas such as marine technology, marine services, U.S.-focused marine businesses, marine distribution, marine logistics, vessel technical managers, and data centers ⁵. These sectors are characterized by attractive fundamentals, including recurring revenue models, high barriers to entry, and favorable macroeconomic tailwinds ⁶.

The core business model of General Purpose Acquisition Corp. is to identify, acquire, and build a company within its target sectors. It aims to collaborate with a fundamentally healthy company to help it access capital markets, retain and attract top-tier management talent, and execute a value-creation business plan for growth ⁷. The Company intends to employ a fundamental, value-oriented acquisition framework, seeking targets with potential for significant equity value creation coupled with strong downside protection from dependable cash flows and a durable business franchise ⁸. The Company explicitly states it has no operating history and no revenues, and its revenue generation is entirely dependent on completing an initial business combination ⁹.

The Company's target market areas include marine technology, which involves advanced software platforms, data analytics, automation, and AI to optimize vessel operations, enhance safety, ensure regulatory compliance, and promote environmental sustainability ¹⁰. Marine services encompass specialized providers supporting vessel operations, port infrastructure, and regulatory compliance, including Testing, Inspection, and Certification (TIC), port and terminal operations, Maintenance, Repair, and Overhaul (MRO), vessel cleaning, engineering, consulting, and ship brokerage ¹¹. U.S.-focused marine businesses include Jones Act fleets, U.S.-flag vessels, and domestic shipbuilding and repair operations, benefiting from national security considerations, supply chain resilience, and regulatory support ¹². Marine distribution businesses provide chemicals, specialty consumables, lubricants, and technical equipment with global reach and deep product portfolios ¹³. Marine logistics involves transportation, warehousing, and coordination of goods between vessels, ports, and inland logistics providers ¹⁴. Vessel technical managers oversee ship operational integrity, maintenance, repair, safety, and regulatory compliance under long-term contracts ¹⁵. Lastly, data centers are foundational to the digital economy, supporting high-density, GPU-intensive computing environments for AI models, characterized by long-term contractual revenue streams and significant capital barriers to entry ¹⁶.

For the period from July 25, 2025 (inception) through December 31, 2025, the Company reported a net income of $302,316 ¹⁷. This net income primarily consisted of income earned on investments held in the Trust Account of $640,427 ¹⁸, partially offset by formation, general, and administrative expenses of $338,111 ¹⁹. Net cash used in operating activities for this period was $352,514 ²⁰. As of December 31, 2025, the Company had cash and marketable securities of $230,640,427 held in the trust account ²¹, and cash of $1,163,614 outside of the trust account ²². The Company incurred total transaction costs of $14,298,694 ²³, comprising $4,600,000 of cash underwriting fee ²⁴, $9,200,000 of deferred underwriting fee ²⁵, and $498,694 of other offering costs ²⁶.

The Company's financial position as of December 31, 2025, shows that $221,440,427 ²⁷ was available for a business combination, which includes $9,200,000 of deferred underwriting fees ²⁸. The implied value per share, assuming a valuation of $230,000,000 ²⁹ (the amount in the trust account before deferred underwriting commissions and assuming no redemptions), is $7.82 ³⁰. The sponsor's average investment per share is approximately $0.70 ³¹, based on a total investment of $4,325,000 ³² for 5,750,000 founder shares ³³ and 430,000 private placement units ³⁴.

The Company's primary outlook is centered on completing an initial business combination within 24 months from the closing of its initial public offering ³⁵. It intends to use substantially all of the funds held in the trust account, including interest earned (less permitted withdrawals and deferred underwriting commissions), to complete this business combination ³⁶. If shares or debt are used as consideration, remaining proceeds in the trust account will be allocated as working capital for the post-business combination entity's operations, other acquisitions, and growth strategies ³⁷. The Company has not yet selected any specific business combination target ³⁸ and has no current commitments to issue any shares in connection with private placement (PIPE) transactions ³⁹ or to incur any notes or other debt following its initial public offering ⁴⁰.

The Company's growth areas are explicitly defined by its target market sectors: marine technology, marine services, U.S.-focused marine businesses, marine distribution, marine logistics, vessel technical managers, and data centers ⁴¹. In marine technology, the Company aims to target businesses with differentiated technology offerings, strong intellectual property portfolios, and potential to become category-defining platforms in a traditionally under-digitized industry ⁴². For data centers, the focus is on platforms with scalable infrastructure, strong tenant relationships, and the ability to support next-generation compute environments, particularly as demand for artificial intelligence workloads accelerates ⁴³. The Company believes these sectors offer compelling opportunities for platform-building, margin enhancement, and digital transformation ⁴⁴.

Operationally, the Company expects to continue incurring significant costs in pursuit of its acquisition plans ⁴⁵. It will incur expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to completing a business combination ⁴⁶. The funds held outside the trust account, amounting to $1,163,614 as of December 31, 2025 ⁴⁷, are intended to primarily identify and evaluate target businesses, perform due diligence, cover travel expenses, review corporate documents, and structure, negotiate, and complete a business combination ⁴⁸. The Company may also make permitted withdrawals from the trust account to fund working capital requirements, subject to an annual limit of $250,000 (plus rollover of unused amounts from prior years), and to pay taxes (excluding the Excise Tax if imposed), with such withdrawals only from interest, not principal ⁴⁹.

Planned capital allocation includes a monthly payment of $25,000 to the sponsor for office space, secretarial, and administrative services, which began on December 4, 2024, and will continue until the earlier of business combination completion or liquidation ⁵⁰. The Company also has an agreement to reimburse its sponsor, officers, or directors, or their affiliates, for any out-of-pocket expenses related to identifying, investigating, negotiating, and completing an initial business combination, with no cap or ceiling on such reimbursement ⁵¹. Up to $1,500,000 of working capital loans from the sponsor or affiliates may be converted into private placement units at a conversion price of $10.00 per unit ⁵². A deferred underwriting commission of $9,200,000 ⁵³ will be payable to the underwriters from the trust account upon completion of a business combination ⁵⁴.

The Company explicitly flags several structural headwinds and execution risks. Its ability to complete an initial business combination may be negatively impacted by general market conditions, volatility in capital and debt markets, and geopolitical events such as the war between Russia and Ukraine and the Israel-Hamas conflict ⁵⁵. The increasing number of SPACs has led to scarcer attractive targets and increased competition, potentially raising the cost of an initial business combination or making it difficult to find a target ⁵⁶. The 24-month deadline for consummating a business combination may give target businesses leverage in negotiations and limit due diligence time ⁵⁷. Furthermore, the Company's focus on maritime, logistics, and digital infrastructure sectors exposes it to specific industry risks, including complex laws and regulations, increased inspection procedures, damage to vessels, labor interruptions, fuel price volatility, and cybersecurity threats ⁵⁸. For digital infrastructure, risks include intense competition, managing rapid change, reliance on proprietary technology, customer privacy concerns, and extensive government regulations ⁵⁹.

The Company faces material risks including its status as a blank check company with no operating history or revenues, making its ability to achieve its business objective uncertain. Geopolitical instability, such as the ongoing military conflicts in Ukraine and the Middle East, could lead to significant market disruptions, volatility in commodity prices, supply chain interruptions, and instability in financial markets, adversely affecting the Company's ability to find and finance a business combination ⁶⁰. The increasing number of SPACs has intensified competition for attractive targets, potentially increasing acquisition costs or leading to an inability to consummate a business combination ⁶¹. Regulatory changes, such as the SEC's 2024 SPAC Rules, may materially adversely affect the Company's business, including its ability to negotiate and complete, and the costs associated with, its initial business combination ⁶². The potential for negative interest rates on funds held in the trust account could reduce the per-share redemption amount received by public shareholders to less than $10.00 per share ⁶³. Furthermore, the imposition of the 1% U.S. federal excise tax on stock repurchases, if the Company becomes a "covered corporation," could reduce cash available to the target business in connection with an initial business combination, impacting non-redeeming shareholders ⁶⁴.

Management's overall tone emphasizes leveraging the team's significant experience in maritime and technology investments, proven deal sourcing capabilities, and extensive network of relationships to identify and execute attractive business combination opportunities. They believe their capabilities and experience will complement the Company and provide the resources needed for a successful business combination in current market conditions. The strategic priorities include focusing on seven broadly defined market areas: marine technology, marine services, U.S.-focused marine businesses, marine distribution, marine logistics, vessel technical managers, and data centers. Management intends to employ a fundamental, value-oriented acquisition framework, seeking targets with enterprise values between $600 million and $1.8 billion ⁶⁵, that possess attractive business models, strong management or sponsors desiring significant equity stakes, resilience to economic cycles, and attractive cash flow profiles or unit economics. The Company has until 24 months from the closing of its initial public offering to consummate an initial business combination ⁶⁶.