Business Context and Reporting Period
Company: GP-Act III Acquisition Corp. (GPAT), a Cayman Islands exempted company and emerging growth company.
Reporting Date: May 13, 2026.
Event: The Company held an Extraordinary General Meeting (reconvened from April 29 and May 6, 2026) to approve an extension of its deadline to complete an initial business combination and amendments to its trust agreement.
Key Financial Metrics and Liquidity
- Redemption Activity: Holders of 19,776,272 Class A ordinary shares exercised redemption rights.
- Redemption Price: Approximately $10.89 per share.
- Total Redemption Amount: Approximately $215,421,832.
- Remaining Trust Account Balance: Approximately $97,750,320.
- Non-Redemption Agreements: Agreements secured for 8,074,387 shares, with the Sponsor agreeing to transfer 403,720 shares to investors upon closing of a business combination.
Material Changes and Voting Results
Extension of Deadline: The deadline to consummate a business combination and the liquidation date were extended from May 13, 2026, to November 13, 2026.
Voting Results (Record Date: March 24, 2026):
- Shares Represented: 30,864,730 (approximately 85.88% of outstanding shares).
- Extension Amendment Approval: 23,799,592 votes For; 7,065,138 votes Against; 0 Abstentions.
- Trust Amendment Approval: 23,799,592 votes For; 7,065,138 votes Against; 0 Abstentions.
Outlook, Risks, and Management Commentary
Outlook: The Company now has until November 13, 2026, to complete its initial business combination. Failure to do so by this new date will result in the liquidation of the trust account.
Contingencies: The transfer of 403,720 shares from the Sponsor to investors under the Non-Redemption Agreements is conditional on the investors not redeeming, voting in favor of the amendments, and the successful approval of those amendments.
Risks: The filing does not provide specific new risk factors beyond the standard risk of failing to complete a business combination by the new deadline, which would trigger liquidation.
Investor Verification Checklist
- Verify the exact remaining cash balance in the trust account ($97,750,320) and any interest earned or withdrawn since the filing date.
- Confirm the status of the 8,074,387 shares covered by Non-Redemption Agreements and the conditions for the Sponsor's share transfer.
- Review the amended Articles of Association (Exhibit 3.1) for any other changes to governance or liquidation preferences.
- Monitor the Company's progress toward a business combination given the new November 13, 2026, deadline.