Business Context and Reporting Period
Company: GP-Act III Acquisition Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: May 4, 2026
Reporting Period: Event occurred on May 1, 2026.
Context: The Company is a Cayman Islands emerging growth company with securities listed on The Nasdaq Stock Market LLC. This filing reports a corporate governance event regarding the conversion of founder shares.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a capital structure adjustment.
Material Changes
- Share Conversion: On May 1, 2026, GP-Act III Sponsor LLC and three independent directors converted all 7,187,500 outstanding Class B ordinary shares (Founder Shares) into Class A ordinary shares on a one-for-one basis.
- Capital Structure Update: Following the conversion, the Company has approximately 35,937,500 Class A ordinary shares issued and outstanding. There are no Class B ordinary shares remaining.
- Voting Rights: The conversion had no impact on the votes required to approve proposals or the counting of votes at shareholder meetings, as voting power is based on the combined total of Class A and Class B shares owned.
- Restrictions: All terms and conditions from the May 8, 2024 Letter Agreement, including voting agreements, transfer restrictions, and waivers of rights to trust account funds, continue to apply to the converted Class A shares.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of the share conversion mechanics. No unusual items or contingencies were reported in this document.
Investor Verification Checklist
- Verify the total number of outstanding Class A shares (approx. 35,937,500) against the latest 10-K or 10-Q filings to confirm the post-conversion capitalization.
- Confirm that the Sponsor HoldCo and independent directors remain subject to the original Letter Agreement restrictions regarding the trust account and transferability.
- Check for any subsequent filings regarding the Company's status as a SPAC, including any deadlines for completing a business combination or liquidation.