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 no operating history and has not generated any revenues to date, with its efforts limited to organizational activities, its initial public offering, and the search for an initial business combination ². 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 ³.

The Company aims to combine with a business possessing a strong market position and a clear path to long-term value creation. Its focus areas include marine technology, marine services, U.S.-focused marine businesses, marine distribution, marine logistics, vessel technical managers, and data centers ⁴. The management team has significant experience in maritime and technology investments, positioning them to execute transactions within these sectors ⁵. The Company's strategy is to identify, acquire, and build a fundamentally healthy company, leveraging its management team's network to access capital markets, attract talent, and execute a value-creation business plan ⁶.

The core business model involves identifying and acquiring a target company, then taking it public through a merger or similar business combination. The Company generates non-operating income from interest earned on marketable securities held in its trust account ⁷. Revenue generation from operations is not expected until after the completion of a business combination ⁸. The primary customer segments for potential target businesses are within the maritime, logistics, and digital infrastructure sectors, serving commercial and government maritime customers, and hyperscalers and enterprise clients for data centers ⁹.

The Company has identified seven broadly defined market areas for potential acquisition targets. Marine technology encompasses companies driving digital transformation in the maritime industry through advanced software, data analytics, automation, and AI to optimize vessel operations, enhance safety, ensure compliance, and promote sustainability ¹⁰. Marine services include specialized providers supporting vessel operations, port infrastructure, and regulatory compliance, such as 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 regulatory support and strategic importance ¹². Marine distribution businesses provide chemicals, specialty consumables, lubricants, and technical equipment for vessel operations, typically with global reach and deep product portfolios ¹³. Marine logistics involves the transportation, warehousing, and coordination of goods between vessels, ports, and inland logistics providers, offering services like freight forwarding, customs brokerage, and inventory management ¹⁴. Vessel technical managers oversee a ship's operational integrity, including maintenance, repair, safety, and regulatory compliance, often under long-term contracts ¹⁵. 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 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 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 $221,440,427 ²⁷ available for a business combination in the trust account (after deducting $9,200,000 of deferred underwriting fees) ²⁸. The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than an agreement to pay its sponsor $25,000 per month for office space, secretarial, and administrative services ²⁹.

The Company's primary objective is to complete an initial business combination within 24 months from the closing of its initial public offering ³⁰. 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 ³¹. 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 ³².

The Company has not yet selected any specific business combination target ³³. However, it plans to focus its search on businesses operating within the maritime, logistics, and digital infrastructure sectors, which are undergoing significant transformation ³⁴. Specific growth areas include marine technology, marine services, U.S.-focused marine businesses, marine distribution, marine logistics, vessel technical managers, and data centers ³⁵. For marine technology, the Company targets businesses with differentiated technology, strong intellectual property, and potential to be category-defining platforms ³⁶. In marine services, it sees opportunities for consolidation and operational efficiencies due to recurring revenue models and high barriers to entry ³⁷. U.S.-focused marine businesses are attractive due to regulatory tailwinds, increased investment, and a strategic shift towards domestic sourcing ³⁸. Marine distribution offers opportunities for platform-building, margin enhancement, and digital transformation ³⁹. Marine logistics can capitalize on trends in automation, digitization, and sustainability ⁴⁰. Vessel technical management presents growth through service expansion and digital integration ⁴¹. Data centers, particularly those supporting AI workloads, are compelling due to long-term contractual revenue streams and high capital barriers to entry ⁴².

The Company expects to incur significant costs in pursuit of its acquisition plans ⁴³. It will use funds held outside the trust account, approximately $1,163,614 as of December 31, 2025 ⁴⁴, primarily to identify and evaluate target businesses, perform due diligence, cover travel expenses, review corporate documents, and structure/negotiate business combinations ⁴⁵. The sponsor or its affiliates may loan the Company funds, up to $1,500,000 ⁴⁶, to cover working capital deficiencies or finance transaction costs, which may be convertible into private placement units at $10.00 per unit ⁴⁷. Permitted withdrawals from the trust account for working capital are subject to an annual limit of $250,000 ⁴⁸, plus rollover of unused amounts from prior years, and for taxes (excluding Excise Tax) without this annual limit, but only from interest, not principal ⁴⁹.

The Company's capital allocation plans include potential additional financing through equity-linked securities or debt to complete an initial business combination or fund the target business's operations and growth ⁵⁰. There are no current commitments to issue shares in PIPE transactions or incur debt ⁵¹. The Company will bear expenses incurred in connection with the filing of registration statements for the resale of securities held by its sponsor and underwriters ⁵².

Structural headwinds and execution risks include the increasing number of SPACs, leading to scarcer attractive targets and increased competition, potentially raising acquisition costs ⁵³. The requirement to complete a business combination within 24 months may give target businesses leverage and limit due diligence time ⁵⁴. Geopolitical events, such as the ongoing military conflicts in Ukraine and the Middle East, and macro-economic turbulence like inflation, could adversely affect the search for a business combination and the financial condition of potential targets ⁵⁵. Regulatory changes, including the 2024 SPAC Rules, may materially affect the business, including the ability to negotiate and complete a business combination and associated costs ⁵⁶. CFIUS review for U.S. business combinations, especially with foreign-tied sponsors, could impose restrictions or delays ⁵⁷.

The Company faces several 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 ⁵⁸. Public shareholders may not have a vote on the proposed business combination, and even if a vote is held, the sponsor's agreement to vote in favor increases the likelihood of approval regardless of public shareholder sentiment ⁵⁹. The ability of public shareholders to redeem shares for cash could make the Company's financial condition unattractive to potential targets, potentially hindering the completion of desirable business combinations or optimizing capital structure, and may substantially dilute non-redeeming shareholders ⁶⁰. The 24-month deadline to consummate an initial business combination may give target businesses leverage and limit due diligence time, increasing the risk of an unfavorable transaction or liquidation, in which case warrants would expire worthless ⁶¹. The nominal purchase price paid by the sponsor for founder shares ($25,000 for 5,750,000 shares, or approximately $0.004 per share) ⁶² could lead to significant dilution for public shareholders and substantial profit for the sponsor even if the post-combination company underperforms ⁶³. Geopolitical instability, such as the Russia-Ukraine conflict and the Israel-Hamas conflict, along with macro-economic factors like inflation, could adversely affect the search for and financing of a business combination, and the operations of any target business ⁶⁴. Regulatory changes, including the 2024 SPAC Rules, may increase costs and complexity, potentially impacting the ability to complete a business combination ⁶⁵. If the Company is deemed an investment company under the Investment Company Act, it would face burdensome compliance requirements and restrictions, potentially leading to liquidation ⁶⁶. The Excise Tax on stock buybacks, if the Company becomes a "covered corporation," could reduce cash available to the target business, impacting non-redeeming shareholders ⁶⁷.

Management's message emphasizes leveraging the team's significant experience in maritime and technology investments, along with their extensive network, to identify and execute attractive business combination opportunities ⁶⁸. They believe their capabilities and experience are well-suited to navigate current market conditions and source additional funding as required ⁶⁹. 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, aiming to acquire and build fundamentally healthy companies with strong market positions and clear paths to long-term value creation ⁷⁰. Management intends to employ a fundamental, value-oriented acquisition framework, seeking targets with potential for significant equity value creation, dependable cash flows, and durable business franchises, specifically targeting companies with an approximate enterprise value of $600 million to $1.8 billion ⁷¹. They also highlight their commitment to collaborating with potential acquisition candidates to access capital markets, retain and attract top-tier management talent, and execute proprietary value-creation business plans ⁷².