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 operating revenues to date, and its activities since inception through December 31, 2025, have been limited to formation, preparation for its Initial Public Offering (IPO), and the subsequent search for a prospective initial business combination 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 to identify and acquire a target business, with efforts not limited to a particular industry, sector, or geographic region ⁴. It intends to focus on high-potential U.S.-based businesses with an enterprise valuation between $1.0 billion and $5.0 billion ⁵. The Company aims 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 ⁶. Revenue generation is not expected until after the completion of an initial business combination ⁷. The Company generates non-operating income from interest earned on marketable securities held in its Trust Account ⁸.

The Company completed its IPO on May 13, 2024, issuing 28,750,000 Units, including the full exercise of the underwriter's over-allotment option ⁹. Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant, sold at $10.00 per Unit, generating gross proceeds of $287,500,000 ¹⁰. Simultaneously, the Company sold 7,000,000 private placement warrants at $1.00 per warrant to Sponsor HoldCo and Cantor Fitzgerald & Co., generating aggregate gross proceeds of $7,000,000 ¹¹. Offering costs amounted to approximately $20,269,166, including a $5,000,000 cash underwriting fee and $13,687,500 in deferred underwriting fees ¹². A total of $287,500,000 was placed in a U.S.-based Trust Account ¹³.

For the fiscal year ended December 31, 2025, the Company reported a net income of $11,891,655 ¹⁴. This consisted of $12,443,573 in interest earned on marketable securities held in the Trust Account, partially offset by general and administrative expenses of $551,918 ¹⁵. Basic and diluted net income per ordinary share for both Class A and Class B ordinary shares was $0.33 ¹⁶. As of December 31, 2025, the Company had cash of $112,660 ¹⁷ and marketable securities held in the Trust Account of $309,180,211 ¹⁸. Total current liabilities were $634,612 ¹⁹, and total liabilities were $14,672,112 ²⁰. The Company had an accumulated deficit of $(14,484,720) ²¹.

Comparing fiscal year 2025 to 2024, net income increased from $8,671,665 ²² to $11,891,655 ²³, primarily driven by an increase in interest earned on marketable securities held in the Trust Account from $9,236,638 ²⁴ in 2024 to $12,443,573 ²⁵ in 2025. General and administrative expenses slightly decreased from $564,973 ²⁶ in 2024 to $551,918 ²⁷ in 2025. Cash decreased from $483,572 ²⁸ at December 31, 2024, to $112,660 ²⁹ at December 31, 2025. Marketable securities held in the Trust Account increased from $296,736,638 ³⁰ to $309,180,211 ³¹ over the same period.

The Company has incurred significant costs in pursuit of its acquisition plans and expects to continue to do so ³². As of December 31, 2025, there was a total of $400,000 outstanding under promissory notes from related parties ³³. The Company also has a deferred underwriting fee payable of $13,687,500, which will become payable upon the completion of an initial business combination ³⁴. The Company entered into an Administrative Services Agreement on May 8, 2024, to pay an affiliate of GP sponsor $5,000 per month for office space and administrative services ³⁵, incurring $60,000 ³⁶ for these services in 2025 and $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, to consummate this business combination, assuming no extensions ³⁹. 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 to pay dissolution expenses and net of taxes payable), and subsequently liquidate and dissolve ⁴⁰.

The Company intends to focus on identifying and acquiring high-potential businesses based in the United States with an enterprise valuation between $1.0 billion and $5.0 billion ⁴¹. The strategy involves targeting companies with strong demand for products/services, operating in market verticals or geographies with limited competition, or those demonstrably ahead of competitors through differentiated technology, business model, or brand ⁴². The management team plans to leverage its expertise in growing successful companies, ability to complement strong executive teams, strong structuring and capital markets knowledge, and differentiated sourcing capabilities and industry access ⁴³. 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 ⁴⁴.

Operationally, the Company expects to continue incurring significant costs in pursuit of its acquisition plans ⁴⁵. Management's plans to address capital needs include potential loans from certain affiliates, though these affiliates are not obligated to provide future loans ⁴⁶. The Company's cash balance as of December 31, 2025, was $112,660 ⁴⁷, and it had a working capital deficit of $446,501 ⁴⁸. The funds held outside the Trust Account are primarily intended to 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.

For capital allocation, the Company intends to use substantially all funds held in the Trust Account, including interest earned (less permitted withdrawals and deferred underwriting discounts and commissions), to complete its initial business combination ⁵⁰. If capital stock or debt is used as consideration, remaining Trust Account proceeds will be used as working capital for the target business's operations, other acquisitions, and growth strategies ⁵¹. The deferred underwriting fee of $13,687,500 will become payable from the Trust Account solely upon the completion of an initial business combination ⁵². Up to $1,500,000 of working capital loans from related parties for each person may be convertible into warrants at a price of $1.00 per warrant at the lender's option ⁵³.

Management has identified several structural headwinds and execution risks. The ongoing global geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, could materially adversely affect the search for an initial business combination and any target business ⁵⁴. Recent increases in inflation in the United States and elsewhere could also make it more difficult to consummate a business combination ⁵⁵. The Company faces intense competition from other entities, including private investors and other blank check companies, for attractive target businesses, which could increase acquisition costs or result in an inability to find a target ⁵⁶. The requirement to complete a business combination within 24 months from the IPO closing (May 13, 2026) may give target businesses leverage in negotiations and limit due diligence time ⁵⁷. The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to liquidity needs and the mandatory liquidation date if a business combination is not completed by May 13, 2026 ⁵⁸.

The Company faces material risks primarily related to its status as a blank check company with no operating history or revenues, and its ability to complete an initial business combination. Key risks include the potential inability to identify and consummate a suitable business combination within the prescribed 24-month timeframe from the IPO closing (May 13, 2026), which would lead to liquidation and public shareholders receiving approximately $10.00 per share ⁵⁹, with warrants expiring worthless ⁶⁰. Geopolitical instability from conflicts such as the Russia-Ukraine war and tensions in the Middle East, along with recent inflation increases, could adversely affect the search for a target business, leading to market volatility, decreased liquidity, and unavailability of third-party financing ⁶¹. Intense competition from other entities, including private investors and other blank check companies, for attractive targets may increase acquisition costs or hinder the ability to find a suitable business ⁶². The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially preventing the completion of desirable business combinations or optimizing capital structure ⁶³. 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 ⁶⁴, potentially leading them to favor a business combination even if it is not profitable for public shareholders ⁶⁵. Furthermore, the Company's liquidity position, with cash of $112,660 ⁶⁶ and a working capital deficit of $446,501 ⁶⁷ as of December 31, 2025, raises substantial doubt about its ability to continue as a going concern if additional capital is not raised or a business combination is not completed by May 13, 2026 ⁶⁸.

Management's message to shareholders emphasizes the Company's commitment to identifying and acquiring a high-potential business, leveraging the team's extensive experience and relationships. The strategic priority is to complete an initial business combination within the 24-month period following the IPO, which concludes on May 13, 2026 ⁶⁹. Management intends to focus on U.S.-based businesses with an enterprise valuation between $1.0 billion and $5.0 billion ⁷⁰, seeking companies with strong demand, sustainable competitive advantages, and disruptive qualities ⁷¹. They highlight their expertise in growing successful companies, complementing executive teams, strong structuring and capital markets knowledge, and differentiated sourcing capabilities ⁷². Management also underscores the benefits of a public listing for target companies, including broader access to capital and enhanced branding ⁷³. 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 these efforts ⁷⁴. Despite the current liquidity condition and the going concern uncertainty, management expresses its intent to complete the initial business combination before the end of the Combination Period ⁷⁵.