Business Context and Reporting Period
This Form 8-K reports on events occurring on May 6, 2026, for GP-Act III Acquisition Corp., a Cayman Islands exempted company and emerging growth company. The filing details the adjournment of an Extraordinary General Meeting originally convened on April 29, 2023, and adjourned to May 6, 2026. The Company is a Special Purpose Acquisition Company (SPAC) seeking to consummate a business combination.
Key Financial Metrics and Liquidity
The filing does not provide specific revenue, profit, cash flow, or margin data, as the Company is a pre-business combination SPAC. Key capital structure details include:
- Outstanding Shares: 35,937,500 ordinary shares issued and outstanding as of the March 24, 2026 record date.
- Quorum: 82.06% of shares were represented at the meeting.
- Trust Account: The filing references an Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, which holds funds subject to liquidation if a business combination is not completed by the deadline.
- Debt: No specific debt figures are disclosed in this report.
Material Changes and Voting Results
The primary material event was the shareholder vote to adjourn the Extraordinary General Meeting to allow for further proxy solicitation regarding two critical proposals:
- Extension Amendment Proposal: To extend the deadline to consummate a business combination from May 13, 2026, to November 13, 2026.
- Trust Amendment Proposal: To extend the trust account liquidation date from May 13, 2026, to November 13, 2026.
Vote Tabulation for Adjournment Proposal:
| Vote Category | Number of Votes |
|---|---|
| For | 21,424,593 |
| Against | 8,064,137 |
| Abstentions | 1,000 |
The Adjournment Proposal was approved. The meeting was rescheduled to May 12, 2026.
Guidance, Outlook, and Unusual Items
Redemption Reversal: In connection with the adjournment, the Company is permitting shareholders who previously elected to redeem their shares to reverse those requests. Reversals must be submitted by 9:00 a.m. Eastern Time on May 12, 2026.
Outlook and Risks: The Company's ability to continue operations depends on shareholder approval of the extension proposals at the Adjourned Meeting. If the extension is not approved, the Company must cease operations and liquidate the trust account by May 13, 2026. The filing includes standard forward-looking statement disclaimers regarding the uncertainty of consummating a business combination and the final amount of funds remaining in the trust account after redemptions.
Investor Verification Checklist
- Verify the outcome of the Extension Amendment Proposal and Trust Amendment Proposal at the Adjourned Meeting on May 12, 2026.
- Review the Definitive Proxy Statement filed on March 30, 2026, for detailed terms of the extension and potential redemption amounts.
- Confirm the final number of shares redeemed versus reversed by the May 12, 2026 deadline to assess remaining trust liquidity.
- Monitor for any updates regarding the identification of a target business combination prior to the new November 13, 2026 deadline.