What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-26 compared with 2025-03-28 · 60 added, 60 removed, 67 unchanged (64% of the section changed)

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information

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and “GPATW,” respectively.

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

As of March 26, 2026, 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.

3 unchanged sentences

A ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

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

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

(d) Securities Authorized for Issuance Under Equity Compensation Plans

(e) Performance Graph

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under rules applicable to smaller reporting companies.

(f) Recent Sales of Unregistered

(f) Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

Unregistered Sales

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.

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 the

Initial Public 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

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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

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

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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.

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

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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.

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.

The securities sold in the Initial Public Offering were registered under the Securities Act on

a registration statement on Form S-1 (No.

The SEC declared the registration statements effective on May 9, 2024.

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

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

10 unchanged sentences

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.

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,

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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

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.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity