Business Context and Reporting Period
Company: GP-Act III Acquisition Corp. (GPAT)
Filing Type: Form 10-Q (Quarterly Report)
Reporting Period: Quarter ended March 31, 2026
Business Overview: The Company is a Cayman Islands exempted company formed as a "blank check" SPAC to effect a business combination. As of the reporting date, the Company had not commenced operations. Its primary activity involves identifying a target company and negotiating a business combination. The Company has until November 13, 2026, to complete a combination or face mandatory liquidation.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income | $2,153,378 | $2,907,329 |
| Operating Expenses (G&A) | $565,279 | $200,052 |
| Interest Income (Trust Account) | $2,718,657 | $3,107,381 |
| Trust Account Balance | $311,898,868 | $309,180,211 (Dec 31, 2025) |
| Cash (Operating) | $119,428 | $112,660 (Dec 31, 2025) |
| Working Capital Deficit | ($1,011,780) | N/A |
| Net Cash Used in Operating Activities | ($108,232) | ($151,938) |
| Net Cash Provided by Financing Activities | $115,000 | $44,938 |
| EPS (Class A & B) | $0.06 | $0.08 |
Material Changes vs. Prior Period
- Operating Expenses: General and administrative expenses increased significantly to $565,279 in Q1 2026 from $200,052 in Q1 2025, reflecting increased costs associated with the search for a business combination.
- Net Income: Net income decreased to $2.15 million from $2.91 million year-over-year, primarily due to lower interest income earned on the Trust Account ($2.72M vs $3.11M) and higher operating expenses.
- Trust Account Growth: The Trust Account balance increased by approximately $2.72 million during the quarter due to accrued interest, raising the per-share redemption value to $10.85 from $10.75.
- Related Party Debt: Outstanding promissory notes to related parties increased from $400,000 to $515,000, with an additional $115,000 in proceeds received during the quarter.
Outlook, Risks, and Subsequent Events
Going Concern: Management has determined that the liquidity condition and the mandatory liquidation date (November 13, 2026) raise substantial doubt about the Company's ability to continue as a going concern. The Company may need to raise additional capital to meet working capital needs.
Risks: The filing highlights significant geopolitical risks, including the Russia-Ukraine conflict, the Israel-Hamas conflict, and military conflicts involving the U.S., Israel, and Iran. These factors could disrupt global markets and impede the search for a business combination.
Subsequent Events (Post-March 31, 2026):
- Extension Approved: On May 12, 2026, shareholders approved an extension of the business combination deadline to November 13, 2026.
- Redemptions: Approximately 19.78 million Class A shares were redeemed at ~$10.89 per share, totaling ~$215.4 million. This left approximately $97.75 million in the Trust Account.
- Share Conversion: On May 1, 2026, all 7,187,500 Class B Founder Shares were converted to Class A ordinary shares.
- Non-Redemption Agreements: Sponsor HoldCo entered into agreements with certain investors to not redeem 8,074,387 shares in exchange for a transfer of 403,720 shares post-combination.
Investor Verification Checklist
- Trust Account Balance: Verify the post-redemption Trust Account balance of ~$97.75 million following the May 2026 shareholder vote.
- Liquidity Runway: Assess the sufficiency of the remaining operating cash ($119,428) and related party loan availability to fund operations until November 2026.
- Redemption Impact: Confirm the final number of outstanding shares and the pro-rata interest allocation following the significant redemptions in May 2026.
- Extension Terms: Review the specific terms of the extension approved in May 2026 to ensure no additional capital contributions were required from shareholders.
- Geopolitical Exposure: Evaluate the potential impact of ongoing global conflicts on the target sector and the ability to close a transaction.