Business Context and Reporting Period
Company: General Purpose Acquisition Corp. (GPAC)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: July 25, 2025)
Business Model: A Cayman Islands exempted company (blank check company) formed to effect a merger, amalgamation, share exchange, asset acquisition, or similar business combination with one or more businesses. The company has no operating history and generates no operating revenue.
Target Sectors: Maritime, logistics, and digital infrastructure (specifically marine technology, marine services, U.S.-focused marine businesses, marine distribution, marine logistics, vessel technical management, and data centers).
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Net Income | $302,316 |
| Total Assets | $232,040,669 |
| Cash and Marketable Securities (Trust Account) | $230,640,427 |
| Cash (Outside Trust) | $1,163,614 |
| Total Liabilities | $9,412,047 |
| Deferred Underwriting Commissions | $9,200,000 |
| Class A Shares Subject to Redemption | 23,000,000 shares (Redemption value: ~$10.03/share) |
| Class B Founder Shares | 5,750,000 shares |
| Working Capital | $1,074,852 |
Note: The company reported $640,427 in interest income from the Trust Account, offset by $338,111 in formation and general administrative expenses.
Material Changes and IPO Details
- Initial Public Offering (IPO): Completed on December 4, 2025. Sold 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000.
- Private Placement: Simultaneously sold 660,000 private placement units to the Sponsor and underwriters at $10.00 per unit, generating $6,600,000.
- Trust Account Funding: $230,000,000 was deposited into the Trust Account immediately following the IPO.
- Transaction Costs: Total transaction costs were $14,298,694, comprising $4,600,000 in upfront underwriting fees, $9,200,000 in deferred underwriting fees, and $498,694 in other offering costs.
- Share Structure: As of March 27, 2026, there were 23,660,000 Class A ordinary shares and 5,750,000 Class B ordinary shares issued and outstanding.
Guidance, Outlook, and Risks
Outlook and Timeline: The company has 24 months from the closing of its IPO (December 4, 2025) to consummate an initial business combination. If a combination is not completed by this deadline, the company will liquidate and redeem public shares at a pro-rata share of the Trust Account (approximately $10.00 per share, plus interest, less taxes and dissolution expenses). The company may seek shareholder approval to extend this period, but does not expect to extend beyond 36 months.
Management Commentary: Management intends to focus on targets with an enterprise value of approximately $600 million to $1.8 billion. The Sponsor and management team have significant experience in maritime and technology investments. No specific target has been selected as of the filing date.
Key Risks and Contingencies:
- Liquidity Risk: The company relies on funds outside the Trust Account (~$1.16 million) and potential working capital loans from the Sponsor (up to $1.5 million) to fund operations. If these funds are insufficient, the company may be forced to liquidate.
- Redemption Risk: Public shareholders may redeem shares upon the completion of a business combination. If redemptions are significant, the company may need to secure additional financing or restructure the transaction.
- Geopolitical Risk: Ongoing conflicts (Russia-Ukraine, Middle East) and sanctions could disrupt global markets, supply chains, and the ability to identify or finance a target.
- Investment Company Act Risk: The company must manage Trust Account investments carefully to avoid being classified as an unregistered investment company.
- Warrant Redemption: Public warrants may be redeemed for $0.01 if the share price exceeds $18.00 for 20 trading days within a 30-day period, potentially rendering them worthless.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance in the Trust Account to ensure it meets the $10.00 per share threshold for public shareholders.
- Extension Provisions: Review the amended and restated memorandum and articles of association for specific terms regarding extensions of the 24-month deadline and the required shareholder vote thresholds.
- Sponsor Commitments: Confirm the Sponsor's agreement to waive redemption rights on Founder Shares and Private Placement Shares, and their obligation to indemnify the Trust Account against certain third-party claims.
- Deferred Fees: Note the $9,200,000 deferred underwriting commission payable only upon successful completion of a business combination.
- Working Capital Loans: Monitor the status of any working capital loans from the Sponsor, as up to $1.5 million may be convertible into private placement units at $10.00 per unit.
- Target Criteria: Assess whether any announced target meets the company's stated criteria (e.g., $600M-$1.8B enterprise value, focus on maritime/logistics/digital infrastructure).