GP-Act III Acquisition Corp. — Q1 2024 Form 10-Q
Reporting period: Three months ended March 31, 2024; financial statements are unaudited. The company is a Cayman Islands blank-check company that had not commenced operations or generated operating revenue by quarter-end. Its IPO closed after the reporting period, on May 13, 2024.
Financial results and position
| Metric | Q1 2024 / March 31, 2024 | Comparable / prior date |
|---|---|---|
| Revenue | None | None reported |
| General and administrative costs / net loss | $59,738 | Q1 2023: $700 |
| Basic and diluted loss per share | $0.01 | Q1 2023: $0.00, rounded |
| Cash | $153,197 | December 31, 2023: $1,208 |
| Total assets | $1,270,757 | December 31, 2023: $530,238 |
| Total liabilities | $1,428,439 | December 31, 2023: $628,182 |
| Shareholders’ deficit | $(157,682) | December 31, 2023: $(97,944) |
| Working capital deficit | $1,150,702 | Prior comparable value not provided |
Operating cash flow was $(48,011), versus $(200) in Q1 2023. Financing provided $200,000 from related-party promissory notes; cash increased by $151,989 during the quarter. The filing reports no revenue or gross margin, and no interest income for the quarter. No long-term debt or capital lease obligations were reported; current related-party notes totaled $828,182 at quarter-end.
Material changes and subsequent events
- Net loss increased to $59,738 from $700, mainly reflected in higher general and administrative costs.
- Cash rose from $1,208 to $153,197, supported by $200,000 of related-party borrowing; liabilities and the shareholders’ deficit also increased.
- On May 13, 2024, the company completed an IPO of 28.75 million units at $10 each, raising $287.5 million gross, and sold 7 million private placement warrants for $7 million. It placed $287.5 million in the trust account. Reported transaction costs were $20.27 million, including $13.69 million deferred underwriting fees payable only if a business combination closes.
- The underwriter fully exercised its over-allotment option; 937,500 founder shares were consequently no longer subject to forfeiture. The company repaid $378,182 and $50,000 against a related-party note on May 13 and May 15, respectively.
Outlook, risks and contingencies
The company has 24 months from the May 13, 2024 IPO closing to complete a business combination; otherwise, it generally must redeem public shares and wind up. Management expects significant costs while seeking a target and says there is no assurance a transaction or additional financing will be successful. The filing states that quarter-end liquidity was insufficient to meet current obligations and identifies substantial doubt about the company’s ability to continue as a going concern; it also says management expected access to sponsor or affiliate funds sufficient to meet working-capital needs through the IPO or for at least one year from issuance of the statements.
Other items to monitor include the $13.69 million deferred underwriting fee and $116,487 deferred legal fee, both contingent on a business combination as described in the filing; possible redemption of public shares; and geopolitical, market, liquidity and target-search risks. Management reported disclosure controls were effective at a reasonable assurance level and no material change in internal control during the quarter. No legal proceedings were reported.
Investor verification points
- Confirm the post-IPO trust balance, use of proceeds, and cash remaining outside the trust.
- Track sponsor and affiliate funding, note repayments, and whether the stated going-concern liquidity support remains available.
- Review any proposed business combination’s terms, redemption levels, financing needs and transaction costs, including deferred fees.
- Check the 24-month deadline and any later filings on a target, extensions or liquidation.
- Note that the cover page marks “No” for having filed all required Exchange Act reports during the preceding 12 months; verify the filing history and any related explanation.