GP-Act III Acquisition Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. (a) Market Information Our Units began trading on Nasdaq on May 9, 2024. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share. On June 28, 2024, we announced that holders of the Units may elect to separately trade the Class A ordinary shares and redeemable warrants included in the Units commencing on July 1, 2024. Any Units not separated continue to trade on Nasdaq under the symbol “GPATU” Any underlying Class A ordinary shares and redeemable warrants that were separated trade on the Nasdaq under the symbols “GPAT” and “GPATW,” respectively. (b) Holders As of March 28, 2025, there was approximately one holder of record of our Units, approximately one holder of record of our separately traded Class A ordinary share, and approximately three holders of record of our redeemable warrants. The number of record holders was determined from the records of our transfer agent. (c) Dividends We have not paid any cash dividends on our Class A ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d) Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Performance Graph The performance graph has been omitted as permitted under rules applicable to smaller reporting companies. 49 (f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Unregistered Sales On November 29, 2020, GP sponsor paid $25,000 to cover certain of our offering and formation costs in exchange for the issuance of 7,187,500 founder shares to GP sponsor, or approximately $0.004 per share (after giving effect to a share surrender effected on February 1, 2021). On March 22, 2021, GP sponsor transferred 25,000 founder shares to each of our independent directors elected at that time, which shares were subsequently surrendered 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, we effected a share capitalization with respect to our Class B ordinary shares of 2,395,834 shares thereof. On December 29, 2023, each of our co-sponsors surrendered 1,147,917 Class B ordinary shares, which, together with the simultaneous surrender of Class B ordinary shares by our resigning independent directors, resulted in our co-sponsors holding an aggregate of 7,187,500 founder shares. On March 7, 2024, Act III sponsor transferred 1,796,875 founder shares to Boxcar sponsor at their original purchase price. Subsequently, on March 7, 2024, our co-sponsors formed Sponsor HoldCo, through which our co-sponsors (i) hold their respective founder shares and (ii) have committed to purchase private placement warrants. Subsequently, on March 7, 2024, our co-sponsors contributed 7,187,500 founder shares to Sponsor HoldCo at their original purchase price, resulting in GP sponsor, Act III sponsor and Boxcar sponsor indirectly holding, through their respective membership interests in Sponsor HoldCo, 3,593,750 founder shares, 1,796,875 founder shares and 1,796,875 founder shares, respectively (without considering the subsequent transfer of 75,000 founder shares from Sponsor HoldCo to our independent directors). Subsequently, on March 7, 2024, Sponsor HoldCo transferred 25,000 founder shares to each of our independent directors (an aggregate of 75,000 founder shares) at their original purchase price. Considering each non-managing HoldCo investor purchasing, through Sponsor HoldCo, the private placement warrants allocated to it in connection with the closing of this offering, Sponsor HoldCo issued membership interests at a nominal purchase price to the non-managing HoldCo investors reflecting interests in an aggregate of 3,220,000 founder shares held by Sponsor HoldCo. 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 our issued and outstanding shares upon the completion of the Initial Public Offering. On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture. On March 7, 2024, the co-sponsors formed Sponsor HoldCo, through which the co-sponsors (i) hold their respective founder shares 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. These issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Use of Proceeds On May 13, 2024, the Company consummated its Initial Public Offering of 28,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000. Cantor served as sole book-running manager for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-278825). The SEC declared the registration statements effective on May 9, 2024. 50 On March 7, 2024, the co-sponsors formed Sponsor HoldCo, through which the co-sponsors (i) hold their respective founder shares 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. In connection with the Initial Public Offering, we incurred offering costs of approximately $20,269,166 (including $5,000,000 of cash underwriting fee and deferred underwriting commissions of $13,687,500). Other incurred offering costs consisted principally of preparation, advisory and other fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the other Initial Public Offering expenses, $287,500,000 of the net proceeds from our Initial Public Offering and certain of the proceeds from the private placement of the private placement warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the private placement warrants are held in the Trust Account and invested as described elsewhere in this Annual Report on Form 10-K. There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering. For a description of the use of the proceeds generated from the Initial Public Offering, see “Item 1. Business.” Item 6. [Reserved].