GPAT

Business Context and Reporting Period

Company: GP-Act III Acquisition Corp. (GPAT)

Reporting Period: Quarter ended September 30, 2025 (Q3 2025)

Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company/SPAC) formed to effect a business combination. The Company has not commenced operations and generates no operating revenue.

Key Status: The Company completed its Initial Public Offering (IPO) on May 13, 2024. It has until May 13, 2026, to consummate a business combination or face mandatory liquidation.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Income: Net income for the three months ended September 30, 2025, was $3.11 million, a decrease from $3.66 million in the same period in 2024. This decline is primarily due to lower interest income earned on the Trust Account ($3.23M vs. $3.80M), partially offset by lower general and administrative expenses ($126k vs. $143k).
• Year-to-Date Performance: For the nine months ended September 30, 2025, net income increased to $9.00 million compared to $5.37 million in the prior year period. This increase is driven by higher interest income ($9.47M vs. $5.75M) despite higher operating expenses ($468k vs. $381k).
• Trust Account Growth: The Trust Account balance increased from $296.74 million at December 31, 2024, to $306.20 million at September 30, 2025, reflecting accumulated interest income.
• Liquidity: Operating cash decreased from $483,572 at year-end 2024 to $145,453 at September 30, 2025. Net cash used in operating activities for the nine months ended September 30, 2025, was $383,057.

Outlook, Risks, and Management Commentary

• Going Concern: Management has determined that the mandatory liquidation date (May 13, 2026) raises substantial doubt about the Company's ability to continue as a going concern if a business combination is not consummated. The Company may need to raise additional capital through loans or investments from the Sponsor or third parties.
• Business Combination Deadline: The Company has 24 months from the IPO closing (May 13, 2024) to complete a business combination. If unsuccessful, the Company will liquidate and distribute Trust Account funds to shareholders.
• Geopolitical Risks: The filing highlights risks associated with the Russia-Ukraine conflict and the Israel-Hamas conflict, which could cause market volatility, supply chain interruptions, and impact the search for a target business.
• Related Party Obligations: The Company has outstanding promissory notes to related parties totaling $400,000 and an administrative services agreement requiring monthly payments of up to $5,000.
• Warrant Redemption: Public Warrants may be redeemed if the Class A share price exceeds $18.00 per share for 20 trading days within a 30-day period.

Investor Verification Checklist

• Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which is the primary source of shareholder value prior to a merger.
• Operating Cash Burn: Monitor the $145,453 operating cash balance against the $362,297 working capital deficit to assess the need for additional Sponsor loans before the May 2026 deadline.
• Redemption Value: Confirm the per-share redemption value ($10.65 as of Sep 30, 2025) relative to the IPO price ($10.00) and market trading price.
• Extension Options: Review the Company's charter for any provisions allowing extensions of the combination period beyond May 13, 2026, and the associated costs.
• Deferred Fees: Note the $13.69 million deferred underwriting fee payable only upon successful completion of a business combination.