0001104659-24-058974.txt : 20240508 0001104659-24-058974.hdr.sgml : 20240508 20240508204840 ACCESSION NUMBER: 0001104659-24-058974 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240508 FILED AS OF DATE: 20240508 DATE AS OF CHANGE: 20240508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lambranho Fersen CENTRAL INDEX KEY: 0001642658 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42046 FILM NUMBER: 24928167 MAIL ADDRESS: STREET 1: C/O GP INVESTMENTS ACQUISITION CORP. STREET 2: 150 E. 52ND STREET, SUITE 5003 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bonchristiano Antonio CENTRAL INDEX KEY: 0001642661 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42046 FILM NUMBER: 24928166 MAIL ADDRESS: STREET 1: C/O GP INVESTMENTS ACQUISITION CORP. STREET 2: 150 E. 52ND STREET, SUITE 5003 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GPIAC II, LLC CENTRAL INDEX KEY: 0001834533 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42046 FILM NUMBER: 24928170 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 430-4340 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GP-Act III Sponsor LLC CENTRAL INDEX KEY: 0002022280 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42046 FILM NUMBER: 24928171 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-430-4340 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GPIC, LLC CENTRAL INDEX KEY: 0001882754 ORGANIZATION NAME: STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42046 FILM NUMBER: 24928169 BUSINESS ADDRESS: STREET 1: 16 BURNABY STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 1 (441) 279 0604 MAIL ADDRESS: STREET 1: 16 BURNABY STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER NAME: FORMER CONFORMED NAME: GPIC, Ltd. DATE OF NAME CHANGE: 20210913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GP Investments, Ltd. CENTRAL INDEX KEY: 0001882765 ORGANIZATION NAME: STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42046 FILM NUMBER: 24928168 BUSINESS ADDRESS: STREET 1: 16 BURNABY STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 1 (441) 279 0604 MAIL ADDRESS: STREET 1: 16 BURNABY STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GP-Act III Acquisition Corp. CENTRAL INDEX KEY: 0001834526 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 430-4340 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FORMER COMPANY: FORMER CONFORMED NAME: GP Investments Acquisition Corp. II DATE OF NAME CHANGE: 20201202 3 1 tm2413705-6_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2024-05-08 0 0001834526 GP-Act III Acquisition Corp. GPAT 0002022280 GP-Act III Sponsor LLC 300 PARK AVENUE 2ND FLOOR NEW YORK NY 10022 1 0 1 0 0001834533 GPIAC II, LLC 300 PARK AVENUE 2ND FLOOR NEW YORK NY 10022 1 0 1 0 0001882754 GPIC, LLC 300 PARK AVENUE 2ND FLOOR NEW YORK NY 10022 1 0 1 0 0001882765 GP Investments, Ltd. 300 PARK AVENUE 2ND FLOOR NEW YORK NY 10022 1 0 1 0 0001642658 Lambranho Fersen 300 PARK AVENUE 2ND FLOOR NEW YORK NY 10022 1 0 1 0 0001642661 Bonchristiano Antonio 300 PARK AVENUE 2ND FLOOR NEW YORK NY 10022 1 1 1 0 Chief Executive Officer Class B ordinary shares Class A ordinary shares 6175000 D As described in the issuer's registration statement on Form S-1 (File No. 333-278825) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Reflects securities held directly by GP-Act III Sponsor LLC (the "Sponsor Holdco"). GPIAC II, LLC ("GP Sponsor"), IDS III LLC and Boxcar Partners III, LLC are the managing members of Sponsor Holdco. Investment and voting decisions are made by 51% or more of the voting power held by the managing members of Sponsor HoldCo. By virtue of having a 50% interest in the voting power in Sponsor HoldCo, GP Sponsor may be deemed to beneficially own the founder shares held by Sponsor HoldCo. GP Sponsor is controlled by GPIC, LLC. GPIC, LLC. is controlled by GP Investments, Ltd. GP Investments, Ltd. is jointly controlled by Mr. Fersen Lamas Lambranho and Mr. Antonio Bonchristiano, who by virtue of their control may be deemed to share beneficial ownership of the securities held by Sponsor Holdco. The reporting persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein. Mr. Lambranho serves on the board of directors of the issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons, including Sponsor Holdco, may be deemed a director by deputization with respect to the issuer on the basis of the service of Mr. Lambranho on the issuer's board of directors. Exhibit 24 - Power of Attorney GP-Act III Sponsor LLC, By: /s/ Antonio Bonchristiano, Chief Executive Officer 2024-05-08 GPIAC II, LLC, By: /s/ Antonio Bonchristiano, as director of GPIC, LLC, managing member of GPIAC II, LLC 2024-05-08 GPIC, LLC, By: /s/ Antonio Bonchristiano, Director /s/ Rodrigo Boscolo, Director 2024-05-08 GP Investments, Ltd., By: /s/ Antonio Bonchristiano, Chief Executive Officer /s/ Rodrigo Boscolo, Chief Financial Officer 2024-05-08 Fersen Lamas Lambranho By: /s/ Antonio Bonchristiano, as Attorney-in-Fact 2024-05-08 /s/ Antonio Bonchristiano 2024-05-08 EX-24 2 tm2413705d6_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Antonio Bonchristiano, Rodrigo Boscolo and Steven Spinner, or any of them, each acting alone, his or her true and lawful attorney-in-fact to:

	(1)	prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes, passphrases and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

	(2)	execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5, or any amendment thereto, relating to the securities of GP-Act III Acquisition Corp., in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Form 3, Form 4 or Form 5, or any amendment thereto, and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and

(4)

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 to, 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 and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact 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 each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. 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 GP-Act III Acquisition Corp. 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 8th day of May 2024.

	By:	/s/ Fersen Lamas Lambranho
		Name: Fersen Lamas Lambranho

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Rodrigo Boscolo, Fersen Lamas Lambranho and Steven Spinner, or any of them, each acting alone, his or her true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes, passphrases and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(2)

execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5, or any amendment thereto, relating to the securities of GP-Act III Acquisition Corp., in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)

(4)

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of May 2024.

	By:	/s/ Antonio Bonchristiano
		Name: Antonio Bonchristiano