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 have been limited to formation, preparation for its Initial Public Offering (IPO), and subsequently, identifying a target for a business combination ². The Company's strategy is to identify, acquire, and operate a business that can benefit from its management team's global relationships, sector expertise, and active management experience, focusing on high-potential U.S.-based businesses with an enterprise valuation between $1.0 billion and $5.0 billion ³.

The core business model of GP-Act III Acquisition Corp. is to serve as a Special Purpose Acquisition Company (SPAC), raising capital through an IPO and private placements to acquire an existing operating business. The Company generates non-operating income from interest earned on funds held in its Trust Account ⁴. Revenue generation from operations is not expected until after the completion of a business combination ⁵. The primary customer segments are not applicable as the Company is a blank check company seeking to acquire a target business.

The Company's financial activities revolve around its IPO and subsequent search for a business combination. On May 13, 2024, the Company consummated its IPO of 28,750,000 Units, including the full exercise of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $287,500,000 ⁶. Simultaneously, it sold 7,000,000 private placement warrants at $1.00 per warrant, generating $7,000,000 in gross proceeds ⁷. Total offering costs amounted to approximately $20,269,166, including a $5,000,000 cash underwriting fee and $13,687,500 in deferred underwriting fees ⁸. A total of $287,500,000 was placed in a U.S.-based Trust Account ⁹.

For the fiscal year ended December 31, 2025, the Company reported a net income of $11,891,655 ¹⁰. This consisted of interest earned on marketable securities held in the Trust Account of $12,443,573, partially offset by general and administrative expenses of $551,918 ¹¹. Basic and diluted net income per ordinary share for both Class A and Class B shares was $0.33 ¹². As of December 31, 2025, cash held outside the Trust Account was $112,660 ¹³, and marketable securities held in the Trust Account amounted to $309,180,211 ¹⁴. Total current liabilities were $634,612 ¹⁵, including $400,000 in promissory notes to related parties ¹⁶, and total liabilities were $14,672,112 ¹⁷, which also included $13,687,500 in deferred underwriting fees ¹⁸. The Company had an accumulated deficit of $(14,484,720) ¹⁹ and a total shareholders' deficit of $(14,484,001) ²⁰.

Comparing year-over-year, net income increased from $8,671,665 in 2024 to $11,891,655 in 2025 ²¹. Interest earned on marketable securities in the Trust Account also increased from $9,236,638 in 2024 to $12,443,573 in 2025 ²². General and administrative expenses slightly decreased from $564,973 in 2024 to $551,918 in 2025 ²³. Cash used in operating activities decreased from $584,718 in 2024 to $372,225 in 2025 ²⁴. The marketable securities held in the Trust Account grew from $296,736,638 in 2024 to $309,180,211 in 2025 ²⁵.

During the reported period, the Company engaged ING Bank N.V., London branch, on December 11, 2025, to provide advisory services in connection with its proposed Business Combination, with a success fee payable upon successful completion ²⁶. The Company also amended an unsecured promissory note with Boxcar Partners Two, LLC on December 11, 2025, increasing the principal amount from $125,000 to $130,000 for IPO, formation, and/or Initial Business Combination expenses ²⁷.

GP-Act III Acquisition Corp. intends to complete its initial business combination within 24 months from the closing of its Initial Public Offering, which occurred on May 13, 2024, setting a deadline of May 13, 2026 ²⁸. The Company's management has broad discretion regarding the application of net proceeds from the IPO and private placement warrants, with the primary goal of completing a business combination ²⁹. The target business or businesses must collectively have a fair market value equal to at least 80% of the net assets held in the Trust Account at the time of the agreement to enter into a business combination, excluding deferred underwriting commissions ³⁰. The Company will only complete a business combination if the post-business combination entity owns or acquires 50% or more of the issued and outstanding voting securities of the target, or otherwise acquires a controlling interest sufficient to avoid registration as an investment company ³¹.

The Company's growth strategy is centered on identifying and acquiring a high-potential business based in the United States with an enterprise valuation between $1.0 billion and $5.0 billion ³². The Company seeks to capitalize on its management team's established global relationships, sector expertise, and active management and operating experience to add substantial value to any acquired company ³³. Key criteria for target businesses include a promising growth trajectory driven by sustainable competitive advantages and positive secular trends, differentiated and disruptive products/services, a strong market position, a proven management team, opportunities for operational improvement, and the ability to scale and enhance growth through acquisitions and strategic transactions ³⁴. The Company also seeks operationally mature companies with requisite compliance, financial controls, and reporting processes suitable for a public entity, and those that would benefit from a public company structure ³⁵.

Regarding operational outlook, the Company expects to continue incurring significant costs in pursuit of its acquisition plans ³⁶. Management's plans to address capital needs include potential loans from affiliates, though these are not obligated ³⁷. The Company's cash outside the Trust Account, which was $112,660 as of December 31, 2025 ³⁸, is intended to primarily cover expenses related to identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, structuring and negotiating a business combination, and paying for directors and officers liability insurance premiums ³⁹. The Company has incurred $60,000 in 2025 for office space, administrative, and support services from an affiliate of GP sponsor, which will continue monthly until a business combination or liquidation ⁴⁰.

Planned capital allocation includes using substantially all funds in the Trust Account, including interest earned (less permitted withdrawals and deferred underwriting discounts and commissions), to complete the initial business combination ⁴¹. If capital stock or debt is used as consideration, remaining Trust Account proceeds will be used for working capital, other acquisitions, and growth strategies of the target business ⁴². Up to $1,500,000 of working capital loans from sponsors or affiliates may be convertible into warrants at $1.00 per warrant at the lender's option ⁴³.

The Company faces structural headwinds and execution risks, including intense competition from other entities with similar business objectives, such as private investors and other blank check companies ⁴⁴. Many competitors possess greater technical, human, and financial resources ⁴⁵. The ability of public shareholders to redeem shares for cash may make the Company's financial condition unattractive to potential targets, potentially limiting the most desirable business combinations or optimizing capital structure ⁴⁶. Geopolitical conditions, including the Russia-Ukraine conflict and Middle East tensions, and U.S. policy changes, could materially adversely affect the search for and consummation of an initial business combination ⁴⁷. Recent increases in inflation in the U.S. and elsewhere could also make it more difficult to consummate a business combination ⁴⁸.

The Company faces material risks including the potential inability to complete an initial business combination within the prescribed 24-month timeframe, which would lead to liquidation and public shareholders receiving approximately $10.00 per share ⁴⁹, or less in certain circumstances, and warrants expiring worthless ⁵⁰. Geopolitical instability, such as the Russia-Ukraine conflict and Middle East tensions, and U.S. policy changes, could materially adversely affect the search for a target business ⁵¹. Recent increases in inflation in the United States and elsewhere could also make it more difficult to consummate a business combination ⁵². Intense competition from other entities, many with greater resources, for attractive target businesses may increase the cost of a business combination or lead to an inability to find a suitable target ⁵³. If third parties bring claims against the Company, the proceeds in the Trust Account could be reduced, potentially lowering the per-share redemption amount to less than $10.00 ⁵⁴. The Company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a "going concern" due to liquidity needs and the mandatory liquidation date of May 13, 2026, if a business combination is not completed ⁵⁵.

Management's message to shareholders emphasizes their commitment to identifying and acquiring a high-potential business that can benefit from their established global relationships, sector expertise, and active management experience. They intend to focus on U.S.-based businesses with an enterprise valuation between $1.0 billion and $5.0 billion ⁵⁶. The strategic priorities include leveraging their expertise in growing successful companies, complementing and supporting strong executive teams, utilizing their structuring and capital markets knowledge, and employing differentiated sourcing capabilities and industry access ⁵⁷. Management also highlights the goal of maximizing the value of becoming a publicly traded entity for stakeholders ⁵⁸. The Company intends to complete its initial business combination by May 13, 2026 ⁵⁹. Management acknowledges the uncertainty regarding the ability to complete a business combination by this date and the potential need for additional capital through loans from affiliates, though these are not obligated ⁶⁰.