GP-Act III Acquisition Corp.

GP-Act III Acquisition Corp. (the "Company") is a blank check company, incorporated on November 23, 2020, in the Cayman Islands, with the sole purpose of effecting a business combination such as a merger, share exchange, asset acquisition, share purchase, reorganization, or similar transaction with one or more businesses ¹. The Company has no operating history or revenues to date, and its activities since inception through December 31, 2025, have been limited to its formation, preparation for its Initial Public Offering (IPO), and the subsequent search for a prospective initial business combination target ². The Company's management team intends to leverage its established global relationships, sector expertise, and active management and operating experience to identify, acquire, and operate a business or businesses ³.

The Company's core business model is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an IPO to acquire an existing private company, thereby taking it public. The Company generates non-operating income from interest earned on the proceeds held in its Trust Account ⁴. Its primary "customers" are its public shareholders who invest in the Units, Class A ordinary shares, and redeemable warrants, with the expectation of participating in a successful business combination. The Company aims to acquire a target business with a fair market value of at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions) at the time of the agreement ⁵.

The Company's capital structure consists of Units, Class A ordinary shares, Class B ordinary shares, and redeemable warrants. Each Unit, sold at $10.00 ⁶ per Unit in the IPO, consists of one Class A ordinary share and one-half of one redeemable warrant ⁷. Each whole warrant entitles the holder to purchase one Class A ordinary share for $11.50 per share ⁸. As of March 26, 2026, there were 28,750,000 Class A ordinary shares ⁹ and 7,187,500 Class B ordinary shares ¹⁰ issued and outstanding. Additionally, 7,000,000 private placement warrants were sold at $1.00 per warrant ¹¹ to Sponsor HoldCo and Cantor Fitzgerald & Co. ¹².

For the fiscal year ended December 31, 2025, the Company reported a net income of $11,891,655 ¹³, compared to $8,671,665 ¹⁴ for the year ended December 31, 2024. This income primarily consisted of interest earned on marketable securities held in the Trust Account, which amounted to $12,443,573 ¹⁵ in 2025 and $9,236,638 ¹⁶ in 2024. General and administrative expenses were $551,918 ¹⁷ in 2025, a decrease from $564,973 ¹⁸ in 2024. Basic and diluted net income per ordinary share for both Class A and Class B shares was $0.33 ¹⁹ in 2025, a slight decrease from $0.34 ²⁰ in 2024. As of December 31, 2025, the Company had cash of $112,660 ²¹ and marketable securities held in the Trust Account of $309,180,211 ²², which included approximately $21,680,211 ²³ of interest income. Total liabilities were $14,672,112 ²⁴ as of December 31, 2025, including a deferred underwriting fee payable of $13,687,500 ²⁵ and promissory notes to related parties totaling $400,000 ²⁶.

The Company's financial position as of December 31, 2025, shows a working capital deficit of $446,501 ²⁷. Cash used in operating activities for the year ended December 31, 2025, was $372,225 ²⁸, compared to $584,718 ²⁹ in 2024. The Company's IPO generated gross proceeds of $287,500,000 ³⁰, with $287,500,000 ³¹ placed in the Trust Account. Transaction costs amounted to $20,269,166 ³², including a $5,000,000 ³³ cash underwriting fee and $13,687,500 ³⁴ in deferred underwriting fees.

During the year, the Company engaged ING Bank N.V., London branch, to provide advisory services in connection with a proposed business combination, with a success fee payable upon completion ³⁵. The Company also incurred $60,000 ³⁶ in administrative and support services fees to an affiliate of GP Sponsor in 2025, up from $37,500 ³⁷ in 2024.

The Company's primary objective for the upcoming period is to complete an initial business combination with one or more target businesses ³⁸. The Company has a deadline of May 13, 2026 ³⁹, which is 24 months from the closing of its Initial Public Offering, to consummate a business combination ⁴⁰. If a business combination is not completed by this date, the Company will cease all operations except for winding up, redeem 100% of its outstanding Public Shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account (less up to $100,000 of interest for dissolution expenses and net of taxes payable), and then liquidate and dissolve ⁴¹.

The Company intends to focus on high-potential businesses based in the United States with an enterprise valuation between $1.0 billion and $5.0 billion ⁴². The strategy is to acquire a target business that demonstrates strong demand for its products or services, operates in market verticals or geographies with limited competition, or is demonstrably ahead of its competition through differentiated technology, business model, or brand ⁴³. The management team plans to leverage its expertise in growing successful companies, its ability to complement and support strong executive teams, its structuring and capital markets knowledge, and its differentiated sourcing capabilities and industry access ⁴⁴. The Company also aims to maximize the value of becoming a publicly traded entity for the target business, offering broader access to debt and equity providers, liquidity for employees, and expanded branding ⁴⁵.

Operationally, the Company expects to continue incurring significant costs in pursuit of its acquisition plans ⁴⁶. Management's plans to address capital needs include potential loans from its co-sponsors or their affiliates, though these are not obligatory ⁴⁷. The Company's cash of $112,660 ⁴⁸ as of December 31, 2025, is intended to primarily identify and evaluate target businesses, perform due diligence, cover travel expenses, review corporate documents, structure and negotiate business combinations, and pay for directors and officers liability insurance premiums ⁴⁹. The Company's audit committee will review all payments made to Sponsor HoldCo, co-sponsors, directors, officers, or their affiliates on a quarterly basis to determine which expenses will be reimbursed ⁵⁰.

Planned capital allocation includes using substantially all funds held in the Trust Account, including interest earned (less permitted withdrawals and deferred underwriting discounts and commissions), to complete the initial business combination ⁵¹. If capital stock or debt is used as consideration, remaining proceeds in the Trust Account will be used as working capital for the target business's operations, other acquisitions, and growth strategies ⁵². The deferred underwriting fee of $13,687,500 ⁵³ will become payable to the underwriter only upon the successful completion of an initial business combination ⁵⁴. Up to $1,500,000 ⁵⁵ of working capital loans from related parties may be convertible into warrants at $1.00 per warrant ⁵⁶ at the lender's option ⁵⁷.

The Company faces significant risks, primarily stemming from its status as a blank check company with no operating history or revenues, making its ability to achieve its business objective of completing an initial business combination uncertain. A critical risk is the deadline of May 13, 2026 ⁵⁸, to complete a business combination; failure to do so will result in liquidation, where public shareholders may receive only approximately $10.00 per share ⁵⁹, or less, and warrants will expire worthless ⁶⁰. Geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, and U.S. policy changes, could adversely affect the search for a target business and its operations ⁶¹. Intense competition from other entities, including private investors and other blank check companies, for attractive target businesses may increase acquisition costs or lead to an inability to find a suitable target ⁶². The Company's financial resources are relatively limited compared to many competitors, potentially hindering its ability to acquire sizable targets ⁶³. There is also a risk that the funds available outside the Trust Account, which were approximately $900,000 ⁶⁴ initially, may be insufficient to operate for the full 24 months, and affiliates are not obligated to provide future loans ⁶⁵. If third parties bring claims against the Company, the proceeds in the Trust Account could be reduced, leading to a per-share redemption amount less than $10.00 ⁶⁶. Conflicts of interest may arise due to the financial incentives of co-sponsors, officers, and directors, who own founder shares purchased at a nominal price of approximately $0.004 per share ⁶⁷, potentially influencing their decisions to complete a business combination even if it is not optimal for public shareholders ⁶⁸. The Company may issue additional Class A ordinary shares or preference shares to complete a business combination, which could significantly dilute the equity interest of public investors ⁶⁹. Furthermore, the Company may be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict its activities, making it difficult to complete a business combination ⁷⁰.

Management's message to shareholders emphasizes the Company's commitment as a blank check company to identifying and executing a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses ⁷¹. The strategic priority is to capitalize on the management team's established global relationships, sector expertise, and active management and operating experience to identify, acquire, and operate a business or businesses that can benefit from these strengths ⁷². Management intends to focus on high-potential businesses based in the United States with an enterprise valuation between $1.0 billion and $5.0 billion ⁷³. A key theme is the pursuit of companies with promising growth trajectories, sustainable competitive advantages, differentiated and disruptive qualities, strong market positions, proven management teams, opportunities for operational improvement, and the ability to scale through acquisitions and strategic transactions ⁷⁴. Management also highlights the benefits of becoming a publicly traded entity, such as broader access to capital and enhanced branding ⁷⁵. The Company's Chief Executive Officer, Antonio Bonchristiano, and Chief Financial Officer, Rodrigo Boscolo, along with Co-Chairmen Fersen Lamas Lambranho and Steven L. Spinner, are central to this strategy, leveraging their extensive experience in private equity, investment management, and leading multi-billion-dollar companies across various sectors ⁷⁶.