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 8, 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	(Commission File Number)	(I.R.S. Employer
of incorporation)		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. ¨

Item 8.01 Other Events.

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 certain adjustments. 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. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

In connection with the IPO, the Company entered into the following agreements and documents, the forms of which were previously filed as exhibits to the Company’s registration statement (File No. 333-278825):

● Underwriting Agreement, dated May 8, 2024, among the Company and Cantor Fitzgerald & Co.

● Amended and Restated Memorandum and Articles of Association of the Company.

● Warrant Agreement, dated May 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

● Letter Agreement, dated May 8, 2024, among the Company, the Sponsor and the other parties thereto.

● Investment Management Trust Agreement, dated May 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee.

● Registration Rights Agreement, dated May 8, 2024, among the Company, the Sponsor and certain other security holders named therein.

● Administrative Services Agreement, dated May 8, 2024, between the Company and GPIAC II, LLC (the “GP Sponsor”).

● Private Placement Warrants Purchase Agreement, dated May 8, 2024, between the Company and the Sponsor.

● Private Placement Warrants Purchase Agreement, dated May 8, 2024, between the Company and Cantor Fitzgerald & Co. 

● Indemnity Agreement, dated May 8, 2024, between the Company and Fersen Lamas Lambranho.

● Indemnity Agreement, dated May 8, 2024, between the Company and Alexandre Ruberti.

● Indemnity Agreement, dated May 8, 2024, between the Company and Antonio Bonchristiano.

● Indemnity Agreement, dated May 8, 2024, between the Company and Rodrigo Boscolo.

● Indemnity Agreement, dated May 8, 2024, between the Company and Andrew Fleiss.

● Indemnity Agreement, dated May 8, 2024, between the Company and Sergio Pedreiro.

● Indemnity Agreement, dated May 8, 2024, between the Company and Steven S. Spinner. 

On May 8, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On May 13, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description of Exhibits
1.1	Underwriting Agreement, dated May 8, 2024, among the Company and Cantor Fitzgerald & Co.
3.1	Amended and Restated Memorandum and Articles of Association of the Company.
4.1	Warrant Agreement, dated May 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1	Letter Agreement, dated May 8, 2024, among the Company, the Sponsor and the other parties thereto.
10.2	Investment Management Trust Agreement, dated May 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3	Registration Rights Agreement, dated May 8, 2024, among the Company, the Sponsor and certain other security holders named therein.
10.4	Administrative Services Agreement, dated May 8, 2024, between the Company and the GP Sponsor.
10.5	Private Placement Warrants Purchase Agreement, dated May 8, 2024, between the Company and the Sponsor.
10.6	Indemnity Agreement, dated May 8, 2024, between the Company and Fersen Lamas Lambranho.
10.7	Indemnity Agreement, dated May 8, 2024, between the Company and Alexandre Ruberti.
10.8	Indemnity Agreement, dated May 8, 2024, between the Company and Antonio Bonchristiano.
10.9	Indemnity Agreement, dated May 8, 2024, between the Company and Rodrigo Boscolo.
10.10	Indemnity Agreement, dated May 8, 2024, between the Company and Andrew Fleiss.
10.11	Indemnity Agreement, dated May 8, 2024, between the Company and Sergio Pedreiro.
10.12	Indemnity Agreement, dated May 8, 2024, between the Company and Steven S. Spinner.
10.13	Private Placement Warrants Purchase Agreement, dated May 8, 2024, between the Company and Cantor Fitzgerald & Co.
99.1	Press Release, dated May 8, 2024.
99.2	Press Release, dated May 13, 2024.

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 13, 2024	By:	/s/ Antonio Bonchristiano
		Name:	Antonio Bonchristiano
		Title:	Chief Executive Officer