0000950142-21-000914.txt : 20210310 0000950142-21-000914.hdr.sgml : 20210310 20210310210031 ACCESSION NUMBER: 0000950142-21-000914 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210310 FILED AS OF DATE: 20210310 DATE AS OF CHANGE: 20210310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHORSCH NICHOLAS S CENTRAL INDEX KEY: 0001248577 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40164 FILM NUMBER: 21731542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G&P Sponsor, LLC CENTRAL INDEX KEY: 0001839106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40164 FILM NUMBER: 21731543 BUSINESS ADDRESS: STREET 1: 650 FIFTH AVENUE, FL 30 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 650 FIFTH AVENUE, FL 30 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: G&P Acquisition Corp. CENTRAL INDEX KEY: 0001839121 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 854357324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 FIFTH AVENUE, FL 30 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 650 FIFTH AVENUE, FL 30 CITY: NEW YORK STATE: NY ZIP: 10019 3 1 es210135320_3-gpsonsor.xml OWNERSHIP DOCUMENT X0206 3 2021-03-10 0 0001839121 G&P Acquisition Corp. GAPA 0001839106 G&P Sponsor, LLC C/O G&P ACQUISITION CORP. 222 BELLEVUE AVENUE NEWPORT RI 02840 1 0 1 0 0001248577 SCHORSCH NICHOLAS S C/O G&P ACQUISITION CORP. 222 BELLEVUE AVENUE NEWPORT RI 02840 1 0 1 0 Class B Common Stock Class A Common Stock 5675000 D The shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), are convertible for the shares of the Issuer's Class A common stock, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S -1 (File No. 333-253089) (the "Registration Statement") and have no expiration date. The shares of Class B Common Stock beneficially owned by the Reporting Persons include up to 750,000 shares of Clas s B Common Stock that are subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Is suer's initial public offering of units, as described in the Registration Statement. G&P Sponsor, LLC is the record holder of the securities reported herein. Bellevue Capital Partners, LLC is the managing member of G&P Sponsor, LLC, and Mr. Schorsch is the managing member of Bellevue Capital Partners, LLC and has voting and investment discretion with respect to the securities held of record by G&P Sponsor, LLC. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. See Exhibit 24.1 - Power of Attorney. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. /s/ Michael R. Anderson, as Authorized Signatory 2021-03-10 /s/ Michael R. Anderson, as attorney-in-fact for Nicholas S. Schorsch 2021-03-10 EX-24.1 2 es210135320_ex2401.htm EXHIBIT 24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of (i) Joseph Marnikovic, (ii) Michael R. Anderson and (iii) Raphael M. Russo, signing SINGLY, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or holder of 10% or more of the registered class of securities of G&P Acquisition Corp. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

* * * * *

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10^th day of March 2021.

	By	/s/ Nicholas S. Schorsch
		Name: Nicholas S. Schorsch

[Signature Page to Power of Attorney (Forms 3, 4 & 5)—G&P Acquisition Corp.]

EX-99.1 3 es210135320_ex9901.htm EXHIBIT 99.1

EXHIBIT 99.1

Joint Filer Information

Name of Joint Filer:		G&P Sponsor, LLC

Address of Joint Filer:		c/o G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840

Relationship of Joint Filer to Issuer:		10% Owner, Director (Director by Deputization). Mr. Schorsch is the chairman of the board of directors of the Issuer. G&P Sponsor, LLC may be deemed a director by deputization as a result of the service of Mr. Schorsch.

Issuer Name and Ticker of Trading Symbol:		G&P Acquisition Corp. [GAPA]

Date of Event Requiring Statement (Month / Day / Year):		03/10/2021

Name of Joint Filer:		Nicholas S. Schorsch

Address of Joint Filer:		c/o G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840

Relationship of Joint Filer to Issuer:		10% Owner, Director

Issuer Name and Ticker of Trading Symbol:		G&P Acquisition Corp. [GAPA]

Date of Event Requiring Statement (Month / Day / Year):		03/10/2021