GPAT

New in FY2025

• Unless otherwise stated or the context requires otherwise, references in this Annual Report on Form 10-K (this “Annual Report”) to: ● “ACT III sponsor” are to IDS III LLC, a Delaware limited liability company; ● “Boxcar sponsor” are to Boxcar Partners III, LLC, a Delaware limited liability company; ● “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; ● “co-sponsors” are (i) prior to March 7, 2024, to GP sponsor and Act III sponsor, collectively, and (ii) following March 7, 2024 (including following the consummation of our Initial Public Offering), to GP sponsor, Act III sponsor and Boxcar sponsor, collectively; ● “founder shares” are to our Class B ordinary shares initially purchased by GP sponsor, our co-sponsor, in a private placement prior to the Initial Public Offering, a portion of which were subsequently transferred to our co-sponsor, Act III sponsor, and subsequently thereto transferred to Sponsor HoldCo and our three independent directors, as well as our Class A ordinary shares that will be issued upon conversion thereof as provided herein; ● “GP sponsor” are to GPIAC II, LLC, a Cayman Islands limited liability company, which is an affiliate of GP Investments; ● “GP Investments” refers to GP Investments, Ltd., an exempted company limited by shares incorporated and organized under the laws of Bermuda; ● “initial shareholders” are to Sponsor HoldCo and the three independent directors that held our founder shares prior to our initial public offering; ● “management” or our “management team” refer to our officers and directors; ● “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; ● “private placement warrants” are to the warrants issued to Sponsor HoldCo and Cantor in private placements simultaneously with the closing of our Initial Public Offering; ● “public shareholders” are to the holders of our public shares, including Sponsor HoldCo, our co-sponsors, any non-managing HoldCo investors, directors and officers to the extent such persons purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; ● “public warrants” are to our warrants sold as part of the Units in the Initial Public Offering (whether they are purchased in the Initial Public Offering or thereafter in the open market); ● “Sponsor HoldCo” are to GP-Act III Sponsor LLC, a Cayman Islands limited liability company, formed by our co-sponsors on March 7, 2024, which directly holds (i) all of the founder shares (other than the founder shares held by our three independent directors) and (ii) upon consummation of the warrant private placement that closed simultaneously with our Initial Public Offering, 4,500,000 private placement warrants; ● “warrants” are, collectively, to the public warrants and the private placement warrants; ● “warrant agreement” are, together, to our warrant agreement governing the warrants and private placement warrants; ● “we,” “us,” “our” or the “Company” are to GP-Act III Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company; and ● “$,” “US$” and “U.S. dollar” each refer to the United States dollar.
• Our entire activity since inception through December 31, 2025 related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial business combination.
• Additional Disclosures Our Acquisition Process We have not yet definitively selected any business combination target and we have not yet entered into a definitive agreement for our initial business combination.
• Human Capital We currently have two officers, Antonio Bonchristiano and Rodrigo Boscolo, and we do not intend to have any full-time employees prior to the completion of our initial business combination.
• Summary of Risks Factors Our business faces significant risks and uncertainties.
• If any of the following risks are realized, our business, financial condition and results of operations could be materially and adversely affected.
• You should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report.
• Some of the more significant risks include the following: Risks Relating to Our Search for, and Consummation of, or Inability to Consummate, a Business Combination ● Our public shareholders may not be afforded an opportunity to vote on our initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. ● If we seek shareholder approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. ● Our initial business combination will require approval of each of our Co-Chairmen, a majority of our board of directors, as well as a majority of our independent directors. ● Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. ● The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. ● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. ● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. ● The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. ● We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. ● Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions. ● Military or other conflicts in Ukraine, Taiwan, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination. ● Recent increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination. ● If we seek shareholder approval of our initial business combination, Sponsor HoldCo, our co-sponsors, directors, officers, advisors or any of their affiliates may elect to purchase shares or public warrants from public shareholders or warrant holders, which may increase the likelihood of closing our initial business combination and reduce the public “float” of our securities. ● If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. ● You are not entitled to protections normally afforded to investors of many other blank check companies. ● If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. ● If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. ● Due to the number of special purpose acquisition companies evaluating targets, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs.
• This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. ● If the funds not being held in the Trust Account are insufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, we may be unable to complete our initial business combination. ● Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. ● If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share. ● Our directors may decide not to enforce the indemnification obligations of Sponsor HoldCo, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders. ● The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. ● If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. ● If, before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. ● If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. ● Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. ● If we have not completed our initial business combination within 24 months of the closing of the Initial Public Offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our Trust Account. ● Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. ● We may not hold an annual general meeting until after the consummation of our initial business combination. ● The grant of registration rights to our initial shareholders, Cantor and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. ● Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations. ● Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. ● We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings. ● We may engage the underwriters from our Initial Public Offering or any of their affiliates to provide additional services to us. ● We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness.
• Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. ● Any due diligence in connection with an initial business combination may not reveal all relevant considerations or liabilities of a target business, which could have a material adverse effect on our business, financial condition, results of operations and prospects. ● We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
• Any such issuances would dilute the interest of our shareholders and likely present other risks. ● We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders. ● Failure to maintain our status as tax resident solely in the Cayman Islands could adversely affect our financial and operating results.
• Our intention is that prior to our initial Business Combination we should be resident solely in the Cayman Islands. ● Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
• If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. ● We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with Sponsor HoldCo, our co-sponsors, directors or officers which may raise potential conflicts of interest. ● Since our co-sponsors, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, and Cantor will lose their entire investment in us if our initial business combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our co-sponsors, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto. ● The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share. ● We may be able to complete only one business combination with the proceeds of the Initial Public Offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.
• This lack of diversification may negatively impact our operations and profitability. ● We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us. ● We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. ● We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. ● We do not have a specified maximum redemption threshold.
• The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree. ● In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements.
• We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may not support. ● Certain provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies.
• It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support. ● We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. ● Holders of our founder shares will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us.
• As a result, they will appoint all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support. ● Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination. ● A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination. ● Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination. ● Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. ● Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition. ● If our management team pursues a company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
• Risks Relating to the Post-Business Combination Company ● Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. ● After our initial business combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate. ● Our management may not be able to maintain control of a target business after our initial business combination.
• We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. ● Our initial business combination will require approval of each of our Co-Chairmen, a majority of our board of directors, as well as a majority of our independent directors. ● We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. ● After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all or substantially all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights. ● If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
• Risks Relating to Our Management Team ● We are dependent upon our directors and officers and their departure could adversely affect our ability to operate. ● Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination.
• The loss of our or a target’s key personnel could negatively impact the operations and profitability of our post-combination business. ● Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.
• These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. ● Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
• This conflict of interest could have a negative impact on our ability to complete our initial business combination. ● Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. ● Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. ● Our letter agreements with our initial shareholders, officers and directors may be amended without shareholder approval.
• To liquidate your investment, therefore, you may be forced to sell your Public Shares and/or warrants, potentially at a loss. ● Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. ● You will not be permitted to exercise your warrants unless we register and qualify the issuance of the underlying the Class A ordinary shares or certain exemptions are available. ● You will not be permitted to exercise your warrants unless we register and qualify the issuance of the underlying the Class A ordinary shares or certain exemptions are available. ● We may redeem your unexpired public warrants prior to their exercise at a time that is disadvantageous to you, thereby making your public warrants worthless. ● The non-managing HoldCo investors purchased substantially all of the Units in our Initial Public Offering, which could reduce the trading volume, volatility and liquidity for our securities, adversely affect the trading price of our securities. ● Because each Unit contains one-half of one public warrant and only a whole public warrant may be exercised, the Units may be worth less than Units of other blank check companies. ● Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash. ● Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. ● Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. ● Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management. ● We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time.
• General Risk Factors ● We have no operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective. ● Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the company. ● We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors. ● Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. ● We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. ● Since only holders of our founder shares have the right to vote on the appointment of directors, the Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements. ● We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited. ● Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects. ● Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies.
• The defense or prosecution of these matters could be time-consuming and could divert our management’s attention, and may have an adverse effect on us, which may impede our ability to consummate an initial business combination. ● Legal proceedings against the managing member of one of our co-sponsors as well as an independent director, in each case related to their prior professional endeavors outside the Company, could affect our business combination process. ● Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” Risks Relating to Our Search for, and Consummation of, or Inability to Consummate, a Business Combination Our public shareholders may not be afforded an opportunity to vote on our initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
• Nevertheless, the non-managing HoldCo investors’ interests in the founder shares owned by them indirectly through their membership interests in Sponsor Holdco may provide them with an incentive to vote any Public Shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders (see “˗˗Since our co-sponsors, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, and Cantor will lose their entire investment in us if our initial business combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our co-sponsors, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto” below).
• Due to the number of special purpose acquisition companies evaluating targets, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs.
• As a result, at times, fewer attractive targets may be available to consummate an initial business combination and/or complete our initial business combination.
• The proceeds held in the Trust Account are and will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as univested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.
• We do not believe that our anticipated principal activities subject us to the Investment Company Act.
• To this end, the proceeds held in the Trust Account are and will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.
• Because we have not yet entered into a definitive agreement for our initial business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
• Any due diligence in connection with an initial business combination may not reveal all relevant considerations or liabilities of a target business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
• The due diligence undertaken with respect to a potential initial business combination may not reveal all relevant facts that may be necessary to evaluate such transaction or to formulate a business strategy.
• Furthermore, the information provided during due diligence may not be adequate or accurate.
• As part of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential initial business combination, and these judgments may be inaccurate.
• Due diligence conducted in connection with an initial business combination may not result in the initial business combination being successful.
• If the due diligence investigation fails to identify material information regarding an opportunity, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an initial business combination, our company may subsequently incur substantial impairment charges or other losses.

and 20 more.

Gone since FY2024

• Unless otherwise stated or the context requires ● “ACT III sponsor” are to IDS III LLC, a Delaware limited liability company; ● “Boxcar sponsor” are to Boxcar Partners III, LLC, a Delaware limited liability company; ● “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; ● co-sponsors are (i) prior to March 7, 2024, to GP sponsor and Act III sponsor, collectively, and (ii) following March 7, 2024 (including following the consummation of our Initial Public Offering), to GP sponsor, Act III sponsor and Boxcar sponsor, collectively; ● “founder shares” are to our Class B ordinary shares initially purchased by GP sponsor, our co-sponsor, in a private placement prior to this offering, a portion of which were subsequently transferred to our co-sponsor, Act III sponsor, and subsequently thereto transferred to Sponsor HoldCo and our three independent directors, as well as our Class A ordinary shares that will be issued upon conversion thereof as provided herein; ● “GP sponsor” are to GPIAC II, LLC, a Cayman Islands limited liability company, which is an affiliate of GP Investments; ● “GP Investments” refers to GP Investments, Ltd., an exempted company limited by shares incorporated and organized under the laws of Bermuda; ● “initial shareholders” are to Sponsor HoldCo and the three independent directors that held our founder shares prior to our initial public offering; ● “management” or our “management team” refer to our officers and directors; ● “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; ● “private placement warrants” are to the warrants issued to Sponsor HoldCo and Cantor in private placements simultaneously with the closing of our Initial Public Offering; ● “public shareholders” are to the holders of our public shares, including Sponsor HoldCo, our co-sponsors, any non-managing HoldCo investors, directors and officers to the extent such persons purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; ● “public warrants” are to our warrants sold as part of the Units in this offering (whether they are purchased in this offering or thereafter in the open market); ● “Sponsor HoldCo” are to GP-Act III Sponsor LLC, a Cayman Islands limited liability company, formed by our co-sponsors on March 7, 2024, which directly holds (i) all of the founder shares (other than the founder shares held by our three independent directors) and (ii) upon consummation of the warrant private placement that closed simultaneously with our Initial Public Offering, 4,500,000 private placement warrants; ● “warrants” are, collectively, to the public warrants and the private placement warrants; ● “warrant agreement” are, together, to our warrant agreement governing the warrants and private placement warrants; ● “we,” “us,” “our” or the “Company” are to GP-Act III Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company; and ● “$,” “US$” and “U.S. dollar” each refer to the United States dollar.
• Our entire activity since inception through December 31, 2024 related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial business combination.
• Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
• Employees We currently have two officers, Antonio Bonchristiano and Rodrigo Boscolo, and we do not intend to have any full-time employees prior to the completion of our initial business combination.
• Risks Relating to Our Search for, and Consummation of, or Inability to Consummate, a Business Combination Our public shareholders may not be afforded an opportunity to vote on our initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
• Nevertheless, the non-managing HoldCo investors’ interests in the founder shares owned by them indirectly through their membership interests in Sponsor Holdco may provide them with an incentive to vote any Public Shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders.
• (see “˗˗Since our co-sponsors, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, and Cantor will lose their entire investment in us if our initial business combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our co-sponsors, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto” below) Our initial business combination will require approval of each of our Co-Chairmen, a majority of our board of directors, as well as a majority of our independent directors.
• Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by pandemics, epidemics, public health crises and other events beyond our control impacting debt and equity markets.
• The COVID-19 pandemic affected, and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we complete a business combination.
• Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 or other events restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner or even to conduct requisite due diligence.
• In addition, countries or supranational organizations in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital.
• The extent to which COVID-19 or other public health crises impact our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to COVID-19 and its variants and the actions to contain COVID-19 or treat its impact, among others.
• While vaccines for COVID-19 have been developed, there is no guarantee that such vaccines will be durable.
• The treatment or vaccine for COVID-19 and any potentially emerging variants may be ineffective or underutilized.
• If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for a prolonged period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
• In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.
• Finally, the COVID-19 pandemic or other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross border transactions.
• As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs.
• As a result, at times, fewer attractive targets may be available to consummate an initial business combination.
• The proceeds held in the Trust Account will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as univested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.
• We do not believe that our anticipated principal activities will subject us to the Investment Company Act.
• To this end, the proceeds held in the Trust Account will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.
• Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
• As of December 31, 2024, there were 171,250,000 and 12,812,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants, but does not take into account the shares reserved for issuance upon conversion of the Class B ordinary shares.
• As of December 31, 2024, there were no preference shares issued and outstanding.
• We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.
• We have issued public warrants to purchase 14,375,000 Class A ordinary shares, at a price of $11.50 per whole share (subject to adjustment), as part of the Units and, simultaneously with the closing of the Initial Public Offering, we will issued in private placements an aggregate of 7,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
• Therefore, insofar as the non-managing HoldCo investors continue to hold the shares included in the Units and individually decide to vote such shares in favor of our initial business combination, we would not need any additional Public Shares to be voted in favor of our initial business combination to have our initial business combination approved.
• For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
• Our PFIC status for our taxable year ended December 31, 2024, our current taxable year, and our subsequent taxable years may depend upon the status of an acquired company pursuant to a business combination and whether we qualify for the PFIC start-up exception.
• Accordingly, there can be no assurances with respect to our status as a PFIC for our taxable year ended December 31, 2024, our current taxable year, or any subsequent taxable year.
• Since only holders of our founder shares will have the right to vote on the appointment of directors, upon the listing of our shares on the Nasdaq, the Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
• After completion of the Initial Public Offering, only holders of our founder shares will have the right to vote on the appointment of directors.
• The funds in our operating account and our trust account will be held in banks or other financial institutions and will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.
• Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2024, we had $483,572 in cash.
• These factors, among others, increase the risk that our independent registered public accounting firm could raise substantial doubt about our ability to continue as a going concern.