UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2024
GP-Act
III Acquisition Corp.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42046 |
|
N/A |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| 300 Park Avenue, 2nd Floor, New York, New York |
|
10022 |
| (Address of principal executive offices) |
|
(Zip Code) |
+1 (212) 430-4340
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
|
Title of each
class |
|
Trading
Symbol(s) |
|
Name of each
exchange
on which registered |
Units, each consisting of one Class A ordinary share and
one-half of one redeemable warrant |
|
GPATU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
GPAT |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
GPATW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On May 13, 2024, GP-Act III Acquisition Corp. (the “Company”)
consummated its initial public offering (the “IPO”) of 28,750,000 units (the “Units”), including the issuance
of 3,750,000 units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A
ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-half of one redeemable warrant of
the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.
Substantially concurrently with the closing of the IPO, the Company
completed the private sale of an aggregate of 7,000,000 warrants (the “Private Placement Warrants”) at a purchase price
of $1.00 per Private Placement Warrant, to (i) the GP-Act III Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
and (ii) Cantor Fitzgerald & Co., generating aggregate gross proceeds to the Company of $7,000,000. The Private Placement
Warrants are identical to the warrants sold as part of the Units in the IPO except that the Private Placement Warrants: (1) will
not be redeemable by the Company; (2) may not (and the Ordinary Shares issuable upon exercise of the Private Placement Warrants may
not), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s
initial business combination; (3) may be exercised by the holders on a cashless basis; and (4) are entitled to registration
rights (including in respect of the Ordinary Shares issuable upon exercise of the Private Placement Warrants).
A
total of $287,500,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, were placed in a U.S.-based
trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of May 13, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private
Placement Warrants has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits. The following exhibits are filed
with this Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GP-Act III Acquisition Corp. |
| |
|
| |
|
|
| Date: May 17, 2024 |
By: |
/s/ Antonio Bonchristiano |
| |
|
Name: |
Antonio Bonchristiano |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
INDEX TO FINANCIAL STATEMENT
Balance Sheet of GP-Act III Acquisition Corp.:
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
GP-Act III Acquisition Corp.
Opinion on the Financial Statement
We have audited the accompanying balance
sheet of GP-Act III Acquisition Corp. (the “Company”) as of May 13, 2024, and the related notes (collectively referred
to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of May 13, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
This financial statement is the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2023.
New York, New York
May 17, 2024
GP-ACT III ACQUISITION CORP.
BALANCE SHEET
MAY 13, 2024
| ASSETS | |
| |
| Current assets | |
| |
| Cash | |
$ | 796,043 | |
| Prepaid expenses | |
| 401,023 | |
| Total current assets | |
| 1,197,066 | |
| Cash held in trust account | |
| 287,500,000 | |
| Total Assets | |
$ | 288,697,066 | |
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
| | |
| Current liabilities | |
| | |
| Accrued expenses | |
$ | 40,000 | |
| Accrued offering costs | |
| 137,844 | |
| Total Current Liabilities | |
| 177,844 | |
| Deferred underwriting fee payable | |
| 13,687,500 | |
| Promissory notes – related parties | |
| 450,000 | |
| Deferred legal fee | |
| 350,000 | |
| Total Liabilities | |
| 14,665,344 | |
| Commitments and Contingencies | |
| | |
| Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of $10.00 per share | |
| 287,500,000 | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
| — | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none
issued or outstanding (excluding 28,750,000 shares subject to possible redemption) | |
| — | |
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding | |
| 719 | |
| Additional paid-in capital | |
| — | |
| Accumulated deficit | |
| (13,468,997 | ) |
| Total Shareholders’ Deficit | |
| (13,468,278 | ) |
| Total Liabilities and Shareholders’ Deficit | |
$ | 288,697,066 | |
The accompanying notes are an integral part of
the financial statement.
GP-ACT III ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS
OPERATIONS
GP-Act III Acquisition Corp. (formerly
known as GP Investments Acquisition Corp. II) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted
company on November 23, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).
The Company is not limited to a particular
industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company
and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of May 13, 2024, the Company had
not commenced any operations. All activity for the period from November 23, 2020 (inception) through May 13, 2024 relates to
the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected
December 31 as its fiscal year end.
The registration statement for the Company’s
Initial Public Offering was declared effective on May 8, 2024. On May 13, 2024, the Company consummated the Initial Public Offering
of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered,
the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of
3,750,000, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 3. Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 7,000,000 private placement warrants (the “Private Placement
Warrants”) at a price of $1.00 per Private Placement Warrant to GP-Act III Sponsor LLC (“Sponsor HoldCo”) and Cantor
Fitzgerald & Co. (“Cantor”), see Note 4.
Transaction costs
amounted to $20,269,166 consisting of $5,000,000 of cash underwriting fee, $13,687,500 of deferred underwriting fee (see additional discussion
Note 6), and $1,581,666 of other offering costs.
The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement
Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.
The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal
to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions held in
the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination
if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or
otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company
will be able to successfully effect a Business Combination.
Following the closing of the Initial Public
Offering, on May 13, 2024, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial
Public Offering and the sale of the Private Placement Warrants was placed in the trust account (“Trust Account”) and will
be invested or held either (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market
fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest
bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described
below. No later than 24 months after the closing of the Initial Public Offering, the amounts held in the Trust Account will be held
as cash or cash items, including in demand deposit accounts.
The
Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of
a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business
Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a
pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior
to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a
Business Combination with respect to the Company’s warrants. The Class A ordinary shares were recorded at redemption
value and classified as temporary equity at the Initial Public Offering, in accordance with Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder approval
in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination,
which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote
is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote
for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct
the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender
offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing
a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, Sponsor HoldCo has agreed
to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of
approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote
to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if
they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the
Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the
Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written
consent.
Sponsor HoldCo has agreed (a) to
waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business
Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify
the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business
Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust
Account with respect to the Founder Shares if the Company fails to complete a Business Combination.
The Company will have 24 months from
the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is
unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Sponsor HoldCo has agreed to waive its
liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.
However, if Sponsor HoldCo acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating
distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter
has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company
does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price
per Unit ($10.00).
Sponsor HoldCo has agreed that it will
be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by
a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in
the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account
as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed
a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity
of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,
as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a
third party, Sponsor HoldCo will not be responsible to the extent of any liability for such third-party claims. The Company will seek
to reduce the possibility that Sponsor HoldCo will have to indemnify the Trust Account due to claims of creditors by endeavoring to have
all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities
with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or
to monies held in the Trust Account.
Risks and Uncertainties
United States and global markets are experiencing volatility
and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of
the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)
deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries
have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal
of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain
countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and
to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas
conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,
the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a
lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they
could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply
chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the
global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above mentioned factors, or
any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion
of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s
search for an initial business combination and any target business with which the Company may ultimately consummate an initial business
combination.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying financial statement is
presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant
to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of
2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of financial statement
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during
the reporting periods.
Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed
at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to
one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company has $796,043 in cash and no
cash equivalents as of May 13, 2024.
Cash Held in Trust Account
At May 13, 2024, the assets held
in the Trust Account, amounting to $287,500,000, were held in cash.
Offering Costs
The Company complies with the requirements
of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred
offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting
Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds
from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public
Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public
Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the
Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants
were charged to shareholders’ deficit.
Class A Redeemable Share Classification
The Public Shares contain a redemption feature which allows
for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender
offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public
Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.
The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public
Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined
in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value
of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly,
at May 13, 2024, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity,
outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid (to the extent
available) in capital and accumulated deficit.
At May 13, 2024, the Class A
ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:
| Gross Proceeds | |
$ | 287,500,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (2,443,750 | ) |
| Class A ordinary shares issuance costs | |
| (20,059,603 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 22,503,353 | |
| Class A Ordinary Shares subject to possible redemption | |
$ | 287,500,000 | |
Income Taxes
The Company accounts for income taxes
under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of
deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized.
ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits
and no amounts accrued for interest and penalties as of May 13, 2024. The Company is currently not aware of any issues under review
that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations
by major taxing authorities since inception.
The Company
is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the
Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed
the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management
believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Fair Value Measurements
The Company follows the guidance in ASC
820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s
financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets
for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability
occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than
Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices
for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on
our assessment of the assumptions that market participants would use in pricing the asset or liability.
Share-Based Compensation
The Company records share-based compensation in accordance
with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based
compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company
recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value
on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding
restricted shares, are valued using a Monte Carlo simulation. Grants of share-based payment awards issued to non-employees for services
rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.
Warrant Instruments
The Company accounts for the Public and Private
Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in
FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instrument under
equity treatment at its assigned value.
Recently Issued Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial
statement.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering,
the Company sold 28,750,000 Units, which includes the full exercise by the underwriter of their over-allotment option in the amount
of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one
redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary
share at an exercise price of $11.50 per share, subject to adjustment (Note 7).
NOTE 4 — PRIVATE PLACEMENT
On March 7, 2024, the Co-sponsors
formed Sponsor HoldCo, through which the Co-sponsors (i) hold their respective founder shares (as defined below) and (ii) purchased
Private Placement Warrants.
The Co-Sponsor, GPIAC II, LLC, purchased,
through Sponsor HoldCo, an aggregate of 237,500 Private Placement Warrants at a price of $1.00 per warrant ($237,500 in the aggregate)
in a private placement that closed simultaneously with the closing of the Initial Public Offering. The Co-Sponsor, IDS III LLC, purchased,
through Sponsor HoldCo, an aggregate of 118,750 Private Placement Warrants at a price of $1.00 per warrant ($118,750 in the aggregate)
in a private placement that closed simultaneously with the Initial Public Offering. The Co-Sponsor, Boxcar Partners III, LLC, purchased,
through Sponsor HoldCo, an aggregate of 118,750 private placement warrants at a price of $1.00 per warrant ($118,750 in the aggregate)
in a private placement closed simultaneously with the closing of the Initial Public Offering. Cantor purchased an aggregate of 2,500,000
Private Placement warrants at a price of $1.00 per warrant ($2,500,000 in the aggregate) in a private placement that closed simultaneously
with the closing of the Initial Public Offering. The non-managing HoldCo investors purchased, indirectly through the purchase of non-managing
Sponsor HoldCo membership interests, 4,025,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement that
closed simultaneously with the closing of the Initial Public Offering.
Each Private Placement Warrant is exercisable
for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). The proceeds from the sale of
the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company
does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held
in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the
Private Placement Warrants will expire worthless.
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On
November 29, 2020, GP sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for
11,500,000 Class B ordinary shares (the “Founder Shares”) issued to GP sponsor. On February 1, 2021, the
Company effected a share surrender pursuant to which 4,312,500 Founder Shares were cancelled for no consideration, resulting in an
aggregate of 7,187,500 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the
share surrender. On March 22, 2021, GP sponsor transferred 25,000 Founder Shares to each of the four independent directors then
serving in such role (an aggregate of 100,000 founder shares) at their original purchase price, which shares were subsequently
surrendered by these former directors on December 29, 2023 in connection with the resignation of those independent directors.
On March 22, 2021, GP sponsor transferred 3,543,750 Founder Shares to Act III sponsor at their original purchase price. On
December 17, 2021, the Company effected a share capitalization with respect to the Class B ordinary shares of 2,395,834
shares thereof, resulting in the Co-sponsors and the Company’s independent directors at the time holding an aggregate of
9,583,334 Founder Shares. On December 29, 2023, the Company effected a share surrender pursuant to which 2,395,834 Class B
ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. The Founder Shares
included an aggregate of up to 937,500 shares subject to forfeiture by the holders thereof depending on the extent to which the
underwriter’s over-allotment option is exercised, so that the number of Founder Shares will collectively represent 20% of the
Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On May 13, 2024, as a result
of the underwriters’ election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to
forfeiture.
Sponsor HoldCo has agreed, subject to
limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the
completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business
Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or
other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property.
On March 7, 2024, GP-Act III Sponsor
LLC transferred 75,000 Founder Shares to three directors (25,000 founder shares per director) of the Company, at a price of $0.0034 per
share. Each buyer paid $86.96 for an aggregate purchase price of $260.88 in consideration of the assignment of shares. If the director
ceases to be a director of the Company for any reason before the consummation of the Business Combination, at the Sponsor’s election,
it will either repurchase the shares at the purchase price or forfeited the share back to the Company for no consideration. The Founder
Shares will automatically convert into shares of Class A Ordinary Shares at the time of the Business Combination on a one-for-one
basis, subject to adjustment as described in the Company’s certificate of incorporation. The directors have agreed to the same terms
as the initial stockholders whereby subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until
the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination,
(x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation,
merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.
The sale of the Founders Shares to the
Company’s directors and director’s nominees by Sponsor HoldCo is in the scope of FASB ASC Topic 718, “Compensation-Stock
Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards
is measured at fair value upon the grant date. The fair value of the 75,000 shares granted to the Company’s directors and director
nominees was $130,500 or $1.74 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of
a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable
of occurrence under the applicable accounting literature in this circumstance. As of May 13, 2024, the Company determined that a
Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based
compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination)
in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the
amount initially received for the purchase of the Founders Shares.
Promissory Notes — Related Parties
On November 29, 2020 (as amended
on December 30, 2021, December 29, 2023, and May 13, 2024), the Company issued an unsecured promissory note to GPIC, LLC,
the managing member of GPIAC II, LLC (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate
principal amount of $700,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) the second anniversary
of the consummation of the Initial Public Offering or (i) the consummation of the Business Combination. As of May 13, 2024,
there was $250,000 outstanding under the Promissory Note. On May 15, 2024, the Company repaid $50,000 towards this note.
In addition, IDS III LLC, a co-sponsor,
has agreed to loan the Company up to $400,000 under an unsecured promissory note, dated December 29, 2023 (as amended on May 13,
2024), to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and is due
at the earlier of (i) the second anniversary of the consummation of the Initial Public Offering or (i) the consummation of the
Business Combination. As of May 13, 2024, there was $100,000 outstanding under such promissory note.
In addition, Boxcar Partners Two, LLC,
an affiliate of a co-sponsor, has agreed to loan the Company up to $125,000 under an unsecured promissory note, dated February 15,
2024 (as amended on May 13, 2024) to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest
bearing, unsecured and is due at the earlier of (i) the second anniversary of the consummation of the Initial Public Offering or
(i) the consummation of the Business Combination. As of May 13, 2024, there was $100,000 outstanding under such promissory note.
Administrative Services Agreement
The Company entered into an agreement,
commencing on May 8, 2024 through the earlier of the Company’s consummation of a Business Combination and its liquidation,
to pay an affiliate of GPIAC II, LLC a total of up to $5,000 per month for office space and administrative and support services.
Related Party Loans
In
order to finance transaction costs in connection with a Business Combination, either of Sponsor HoldCo, the Co-sponsors, any of
their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company
funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would
repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital
Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the
Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans,
if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of
such Working Capital Loans for each such person may be convertible into warrants of the post-Business Combination entity at a price
of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of May 13, 2024, there are no
Working Capital Loans outstanding.
NOTE 6 — COMMITMENTS
Registration Rights
The holders of the Founder Shares, Private
Placement Warrants, warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable
upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon
conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed on May 8,
2024 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A
ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands,
that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for
resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the
Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination
of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions
resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the
filing of any such registration statements.
Warrant Agreement Amendments
The warrant agreement provides that (a) the
terms of the Public Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct
any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Public Warrants and the
warrant agreement set forth in the prospectus, or defective provision (ii) removing or reducing the Company’s ability to redeem
the Public Warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the Private Placement Warrants
or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties
to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered
holders of the Public Warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be amended
with the vote or written consent of at least 50% of the then outstanding Public Warrants and Private Placement Warrants, voting together
as a single class, to allow for the warrants to be, or continue to be, as applicable, classified as equity in the Company’s financial
statement and (c) all other modifications or amendments to the Company’s warrant agreement with respect to (i) the Public
Warrants require the vote or written consent of holders of at least 50% of the then outstanding Public Warrants and (ii) the Private
Placement Warrants require the vote or written consent of holders of at least 50% of the then outstanding private placement warrants (including
the vote or written consent of Cantor). Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder
of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although the Company’s
ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited,
examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise
period or decrease the number of ordinary shares purchasable upon exercise of a warrant.
Underwriting Agreement
The underwriter had a 45-day option from
the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover the over-allotment. On May 13, 2024,
simultaneously with the closing of the Initial Public Offering, the underwriter elected to fully exercise the over-allotment option to
purchase the additional 3,750,000 Units at a price of $10.00 per Unit.
The underwriter was entitled to a cash
underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, and was paid at the closing of the Initial Public Offering. In
addition, the underwriter is entitled to a deferred fee of (i) $0.45 per Unit sold in the base offering of the Initial Public Offering,
or $11,250,000 in the aggregate, and (ii) $0.65 per Unit sold pursuant to the underwriter’s over-allotment option, or up to
an additional $2,437,500 in the aggregate ($13,687,500 in total). The deferred fee will become payable to the underwriter from the amounts
held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement.
Deferred Legal Fees
As of May 13, 2024, the Company had
a total of $350,000 of deferred legal fees to be paid to the Company’s legal advisors upon consummation of the Business Combination,
which is included in the accompanying balance sheet as of May 13, 2024.
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference
Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
At May 13, 2024, there were no preference shares issued or outstanding.
Class A
Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001
per share. Holders of Class A ordinary shares are entitled to one vote for each share. At May 13, 2024, there were no Class A
ordinary shares issued or outstanding, excluding 28,750,00 Class A shares subject to possible redemption.
Class B
Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001
per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At May 13, 2024, there were 7,187,500
Class B ordinary shares issued and outstanding.
Only holders of Class B ordinary
shares have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares
and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s
shareholders except as otherwise required by law.
The Class B ordinary shares will
automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder,
on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities,
are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination,
the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders
of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to
any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B
ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon
the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued
in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in
a Business Combination.
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise
of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business
Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years
from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver
any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant
exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon
exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its
obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash
or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption is available.
The Company has agreed that as soon as
practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable
efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares
issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective
within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will
not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or
qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption
of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public
Warrants:
| · | in whole and not in part; |
| · | at a price of $0.01 per Public Warrant; |
| · | upon not less than 30 days’ prior written notice of redemption to each warrant holder and |
| | | |
| · | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per
share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to warrant holders. |
The
Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the
shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to
those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a
cashless basis and such cashless exercise is exempt from registration under. If and when the warrants become redeemable by the
Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
If the Company calls the warrants for
redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise his, her
or its warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would
pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the
“fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value”
as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading
days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. If its
management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of
shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in
such case.
The Company has established the $18.00
per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the public warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption
of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled
redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price as well as
the $11.50 Public Warrant exercise price after the redemption notice is issued.
In addition, if (x) the Company issues
additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business
Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue
price to be determined in good faith by its board of directors and, in the case of any such issuance to either of Sponsor HoldCo or its
affiliates, without taking into account any Founder Shares held by Sponsor HoldCo or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of its Initial Business Combination on the date of the completion of
its Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business
combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the public warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants will be
identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants
and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable
or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the
Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.
NOTE 8 — FAIR VALUE MEASUREMENT
The public warrants were valued using a Monte Carlo model.
The public warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following
table presents the quantitative information regarding market assumptions used in the valuation of the public warrants:
| | |
May 13,
2024 | |
| Market price of public stock | |
$ | 10.00 | |
| Term (years) | |
| 6.0 | |
| Risk-free rate | |
| 4.5 | % |
| Volatility | |
| 4.0 | % |
| Market pricing adjustment | |
| 20.0 | % |
The Founder Shares issued to the directors and director nominees
were valued using a Monte Carlo model. The following criteria presents the quantitative information regarding market assumptions used
in the Founder Share valuations:
| | |
May 13, 2024 | |
| Market pricing adjustment | |
| 20.0 | % |
| Spot price | |
$ | 10.00 | |
| Discount of lack of marketability (DLOM) | |
| 13.0 | % |
NOTE 9 — SUBSEQUENT EVENTS
The Company evaluated subsequent events
and transactions that occurred after the balance sheet date up to May 17, 2024, the date that the financial statement was issued.
Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial
statement, other than as noted below.
On May 15, 2024, the Company paid
an additional $50,000 towards the Promissory Note with GPIC, LLC.
GP Act III Acquisition (NASDAQ:GPATU)
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GP Act III Acquisition (NASDAQ:GPATU)
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