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GP-Act III Acquisition Corp. outlines plans to enter into non-redemption agreements with one or more third-party shareholders to support extending its deadline to complete a business combination. The proposed Extension Amendment and Trust Amendment would move the current May 13, 2026 termination dates to November 13, 2026.
In these non-redemption agreements, shareholders would agree not to redeem specified Class A ordinary shares and to vote in favor of the extension proposals. In return, GP-Act III Sponsor LLC anticipates transferring a negotiated number of Class A ordinary shares to these investors after the initial business combination closes.
GP-Act III Acquisition Corp. held an extraordinary general meeting on May 6, 2026 and shareholders approved adjourning the meeting to allow more time to solicit proxies on two key extension proposals. The adjournment proposal passed with 21,424,593 votes for, 8,064,137 against and 1,000 abstentions.
The adjourned meeting is scheduled for May 12, 2026, when shareholders will vote on extending the deadline to complete a business combination and to liquidate the SPAC’s trust account from May 13, 2026 to November 13, 2026. Holders who previously elected to redeem their Class A shares are permitted to reverse those redemption requests by contacting the transfer agent by 9:00 a.m. Eastern Time on May 12, 2026.
GP-Act III Acquisition Corp. converted all of its Class B “Founder Shares” into Class A ordinary shares on a one-for-one basis. A total of 7,187,500 Class B shares were cancelled and 7,187,500 Class A shares were issued to the sponsor and three independent directors.
After this conversion, the company has approximately 35,937,500 Class A ordinary shares outstanding and no Class B shares. Because shareholder voting power is based on combined holdings of both classes, the company states that the conversion does not change voting outcomes for shareholder approvals.
GP-Act III Acquisition Corp. adjourned its extraordinary general meeting held on April 29, 2026 after shareholders approved an adjournment proposal to allow more time to solicit proxies. The meeting will reconvene on May 6, 2026 to vote on extending its business combination deadline and related trust agreement from May 13, 2026 to November 13, 2026.
Of 35,937,500 ordinary shares outstanding on the March 24, 2026 record date, 81.67% were represented, and the adjournment proposal received 21,313,393 votes for, 8,034,735 against and 1,000 abstentions. Shareholders who previously elected to redeem their public Class A shares may reverse their redemption requests by contacting the transfer agent by 9:00 a.m. Eastern Time on May 6, 2026.
Picton Mahoney Asset Management amended a Schedule 13G to report beneficial ownership of 1,375,000 Class A ordinary shares of GP-ACT III ACQUISITION CORP, equal to 4.78% of the class. The filing cites 28,750,000 Class A ordinary shares as of March 26, 2026 from the issuer's Form 10-K and is certified on 04/27/2026.
GP-Act III Acquisition Corp. is asking shareholders to extend its deadline to complete a business combination from May 13, 2026 to November 13, 2026. The meeting will also vote on amending the trust agreement and a possible adjournment to gather more votes.
Holders of Class A public shares can redeem shares in connection with the extension for cash equal to their pro rata share of the trust account. Based on $311,838,315.48 in the trust as of March 30, 2026, the estimated redemption price is about $10.84 per share.
If the extension or trust amendment is not approved, or if negotiations on the potential business combination end before the meeting, the SPAC plans to redeem all public shares and liquidate, with its warrants expiring worthless and founder shares receiving no trust proceeds.
GP-Act III Acquisition Corp. files its annual report describing its SPAC structure and capital raised to date. The Cayman Islands blank-check company completed a May 2024 IPO of 28,750,000 units at $10.00 each, raising gross proceeds of $287,500,000, plus $7,000,000 from 7,000,000 private placement warrants.
IPO proceeds were placed in a U.S. trust account, initially equal to $10.00 per public share, to fund a future business combination. As of March 26, 2026, 28,750,000 Class A and 7,187,500 Class B ordinary shares were outstanding, and the company is classified as a shell with no operating revenues.
The SPAC has 24 months from the IPO closing to complete an initial business combination with a target valued at least 80% of net trust assets, or it must redeem all public shares and liquidate. The report highlights extensive risks around redemption dynamics, intense SPAC competition, regulatory changes, geopolitical instability and potential investment company status.
GP-Act III Acquisition Corp. is asking shareholders to approve amendments to extend its SPAC combination deadline from May 13, 2026 to November 13, 2026. If approved, the trust agreement will be amended to permit withdrawal of redeemed proceeds and public shareholders may elect immediate redemption at a pro rata trust-account price.
The board conditions both amendments on each other and recommends a vote FOR. On the record date there were 35,937,500 ordinary shares outstanding, including 28,750,000 public shares and 7,187,500 founder shares; founder holders intend to vote in favor.
Bank of Montreal and several affiliated entities filed an amended Schedule 13G reporting that they beneficially own 0 common shares of GP-Act III Acquisition Corp., representing 0% of the class as of December 31, 2025.
The filing confirms they have no sole or shared voting or dispositive power over any GP-Act III shares and state that any securities referenced were acquired and are held in the ordinary course of business, not to change or influence control of the company.
GP-Act III Acquisition Corp. (GPAT) reported net income driven by trust interest. For the quarter ended September 30, 2025, net income was $3,105,859 as interest on the Trust Account offset modest operating costs. Year-to-date net income reached $8,997,926, reflecting $9,465,640 of interest earned.
The Trust Account held $306,202,278 as of September 30, 2025, while cash outside the trust was $145,453 with a working capital deficit of $362,297. Basic and diluted earnings per share were $0.09 for both Class A and Class B in the quarter, and $0.25 for the nine-month period. Deferred underwriting fees total $13,687,500 and deferred legal fees $350,000.
Management disclosed substantial doubt about the company’s ability to continue as a going concern due to the mandatory liquidation deadline of May 13, 2026 if no business combination is completed. As of November 13, 2025, 28,750,000 Class A and 7,187,500 Class B shares were outstanding.