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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.