General Purpose Acquisition Corp.

The filing sets the final terms for a $200 million SPAC IPO ($10.00 per unit, 20 million units, plus over-allotment). It establishes the trust per-share value at $10.00, the 24-month deadline to complete a business combination (extendable to 36 months with shareholder approval), and details sponsor economics including 5,750,000 founder shares purchased for $25,000 ($0.004 per share), 400,000 private placement units at $10.00 each, and monthly administrative fees. The 15% cap on redemptions by any single shareholder group (if shareholder vote) and the sponsor's waiver of redemption and liquidation rights are key mechanics. The document also outlines significant conflicts of interest: sponsor and management may profit even if the deal fails for public shareholders.

The filing is material for investors tracking redemption mechanics and sponsor conduct. Key points: 1) Trust holds $200M ($10.00/share) with a 24-month deadline to close a business combination (extendable with shareholder vote, up to 36 months). 2) Redemption rights at close are available to public shareholders, with a 15% cap on redemptions without company consent. 3) Sponsor (General Purpose Acquisition Corp Services LLC) purchased 5.75M founder shares for $25K (~$0.004/share) and will buy 400K private placement units at $10/unit, creating significant dilution: in a no-redemption scenario, public shareholders face 24.74% dilution; in a maximum redemption scenario, dilution reaches 113.10%. 4) The SPAC targets maritime, logistics, and digital infrastructure sectors but has no target selected. 5) Management (Georgiopoulos, Vrondissis, Crawford) have naval shipping and capital markets backgrounds. There is a material conflict of interest: sponsor and officers may profit substantially even if the business combination underperforms for public shareholders.

For a SPAC in the SEARCHING phase, this document sets the baseline for all future redemption timelines, trust per-share value ($10.00), the deadline to complete a deal (24 months from closing), sponsor conduct (lock-ups, conflict waivers), and the rights of public shareholders (redemption rights, voting restrictions). It also provides detailed background on management's experience and intended focus areas (maritime, logistics, digital infrastructure), which informs the type of target likely to be pursued.

What changed: Form 10-K for fiscal year ended December 31, 2025 — GPAC's first annual report after its December 2025 initial public offering, with audited financials and standard SPAC disclosure. No business combination, target, extension or redemption event was announced; GPAC remains in the searching phase. The filing establishes the post-IPO baseline: 23,000,000 public units sold at $10.00 on December 4, 2025, including full over-allotment; 660,000 private placement units sold at $10.00; $230,640,427 held in trust as of December 31, 2025, equal to $10.03 per public share; $1,163,614 cash outside trust; warrants began separate trading January 23, 2026; and the 24-month deadline to complete an initial business combination runs from the December 4, 2025 IPO closing, with no extension proposal currently on file. Why it matters: For shareholders tracking redemption value and the deal clock, this 10-K confirms the trust is at $10.03 per public share, the outside cash runway, and that GPAC must find a target by approximately December 4, 2027 unless shareholders approve an extension. It also details redemption mechanics, the 15% excess-share redemption limit in the shareholder-vote path, founder share lock-ups, the sponsor's $25,000/month administrative fee, the $9.2 million deferred underwriting commission payable only upon a deal, and sponsor/management conflicts — all relevant to assessing sponsor conduct and the odds of a value-accretive combination.

What changed: SCHEDULE 13G — beneficial ownership report identifying Healthcare of Ontario Pension Plan Trust Fund as the reporting holder. The filing registers a regulatory disclosure of beneficial ownership. It contains no information regarding redemption deadlines, trust value per share, extension approvals, deal progress, or sponsor conduct. It also discloses no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. No ownership percentages, acquisition prices, or transaction amounts are stated in the excerpt. Why it matters: Institutional investors file Schedule 13G to comply with Section 13(d) reporting thresholds, which can indicate capital commitment or portfolio positioning ahead of a SPAC’s business combination window. Because the excerpt omits quantitative holdings, purchase intent, and any mechanical or strategic commentary tied to GPAC’s search timeline or 2027-12-03 deadline, the filing’s direct impact on capital preservation, redemption pressure, or sponsor governance cannot be quantified from this text alone. Tracking subsequent amendments or proxy materials will be necessary to assess how this position interacts with the SPAC’s trust maintenance and target selection phases.

What changed: A routine compliance exhibit (Exhibit 99.1) serving as a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report, executed February 12, 2026. The document reports zero changes to redemption deadlines, trust value mechanics, extension procedures, deal progress, or sponsor conduct. It strictly establishes a procedural framework stating that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross will file Schedule 13G amendments jointly, with each party retaining independent responsibility for the accuracy and completeness of their own reported information. Why it matters: Beyond the mechanical separation of filing liability, the exhibit contains no substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. In the SPAC ecosystem, standalone 13G joint filing agreements typically serve administrative purposes rather than strategic signaling. Unless accompanied by a subsequent Schedule 13D amendment disclosing intent to influence control, a proposal for a business combination, or specific purchase/sale transactions, this filing does not alter shareholder redemption expectations, trust account distribution timelines, or sponsor governance obligations.

What changed: Form 8-K current report and accompanying press release (Exhibit 99.1) announcing the separate trading commencement of unit component securities. The January 22, 2026 press release states that holders of units sold in the company’s initial public offering may elect to begin trading their Class A ordinary shares and redeemable warrants separately on or about January 23, 2026. Each unit comprises one Class A ordinary share, par value $0.0001 per share, and one-half of one warrant. Unseparated units will continue trading on the Nasdaq Global Market under the ticker GPACU, while the shares and warrants will trade independently under GPAC and GPACW. The filing attributes a whole warrant exercise price of $11.50 per share and directs holders to have brokers contact Continental Stock Transfer & Trust Company for separation logistics. Bearing on redemption calendars, trust account valuations, extension votes, target deal progress, or sponsor conduct, the document introduces no changes, waivers, amendments, or procedural updates to any of those parameters. Why it matters: The record confirms General Purpose Acquisition Corp. remains in its statutory business combination search phase, noting the company was formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar transaction. The press release identifies the executive roster as Chairman and Chief Executive Officer Peter Georgiopoulos, President and Director Leonard Vrondissis, and Chief Financial Officer Stewart Crawford, and notes the underlying registration statement was declared effective by the Securities and Exchange Commission on December 2, 2025 following the December 4, 2025 unit offering close. Standard cautionary language regarding forward-looking statements and risk factors appears in the filing. Because the submission exclusively addresses post-offering ticker bifurcation and unit dissolution procedures, it does not establish redemption windows, alter trust valuations, propose target acquisitions, disclose material partnerships, or reveal sponsor conduct beyond the listed officer titles. Capital structure parameters remain unchanged, and no new financial metrics, customer claims, or timeline milestones are introduced.

What changed: A Current Report on Form 8-K announcing the consummation of General Purpose Acquisition Corp.’s Initial Public Offering and simultaneous Private Placement, accompanied by Exhibit 99.1, an Audited Balance Sheet as of December 4, 2025 and related financial statement notes prepared by management and reviewed by WithumSmith+Brown, PC. The filing discloses that on December 4, 2025, the Company closed its IPO of 23,000,000 Units at $10.00 per Unit, generating $230,000,000 in gross proceeds, following full exercise of a 3,000,000 Unit over-allotment option by Jefferies LLC. Simultaneously, the Company sold 660,000 Private Placement Units for $6,600,000; General Purpose Acquisition Corp Services LLC purchased 430,000 of those units and Jefferies LLC purchased 230,000. According to Item 8.01 and Note 1, $225,376,487 of the IPO proceeds (which includes $9,200,000 of the underwriters’ deferred discount) and $4,623,513 from the Private Placement were deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company. The balance sheet classifies 23,000,000 Class A ordinary shares at a redemption value of $10.00 per share as temporary equity. The Sponsor and management executed a letter agreement waiving redemption rights for founder and private placement shares, though they retain rights for any public shares acquired post-offering. Transaction costs totaled $14,298,694, broken down into $4,600,000 cash underwriting fees, $9,200,000 deferred fees, and $498,694 other offering costs. The Company established a 24-month 'Completion Window' from the December 4, 2025 closing to complete an initial Business Combination or redeem public shares. Note 6 records 5,750,000 Class B ordinary shares (Founder Shares) issued for a $25,000 payment, which automatically convert to Class A shares at a business combination. Warrant mechanics detail $11.50 exercise prices, exercisability commencing 30 days post-combination, a five-year expiration, and a mandatory $0.01 per-warrant redemption trigger if the Class A ordinary share price reaches $18.00 over designated trading periods. Why it matters: This 8-K officially initiates the 24-month calendar for shareholder redemption expectations and locks the initial trust funding baseline at $230,000,000. The audited balance sheet reveals $1,423,568 in non-trust current assets offset by $9,227,360 in total liabilities, highlighting that the $9,200,000 deferred underwriting commission represents the sole major long-term obligation contingent on deal completion, while $7,560 in accounts payable and $21,094 in accrued offering costs constrain pre-merger working capital. Management explicitly states in Note 1 that as of December 4, 2025, no specific Business Combination target has been selected, zero substantive discussions have occurred directly or indirectly with any prospective target, and the Company has generated no operating revenues. The filing attributes trust account protection limitations to the Sponsor, noting in the notes that the Company has not verified whether the Sponsor holds sufficient non-company-securities assets to satisfy indemnification obligations should trust funds fall below the lesser of $10.00 per share or the actual liquidation value. Strategic governance disclosures identify Peter Georgiopoulos as Chairman and Chief Executive Officer executing the report, and designate the Chief Financial Officer as the Chief Operating Decision Maker evaluating performance through total liquidity metrics alone. Risk factors cited in Note 7 reference ongoing geopolitical instability from conflicts involving Russia, Ukraine, Israel, Hamas, Iran, and regional proxies as potential catalysts for commodity volatility, credit market disruption, and supply chain interruptions that could delay or complicate future acquisition searches.

What changed: As titled in its own caption, a Joint Filing Agreement (Exhibit I) attached to a Schedule 13G, which the undersigned parties confirm establishes their mutual consent to file one consolidated beneficial ownership report for GPAC Class A Ordinary Shares under Rule 13d-1(k) of the Securities Exchange Act. According to the executed text, the agreement was dated December 5, 2025 and countersigned by Gil Raviv (explicitly identified in the document as Global General Counsel) and Israel A. Englander. The attachment references a Schedule 13G filed on or about December 8, 2025, and specifies the underlying equity as Class A Ordinary Shares with a stated par value of $0.0001 per share. No share quantities, acquisition costs, holding durations, or stated investment purposes are disclosed in this page-only excerpt. Why it matters: Because the filing merely formalizes a multi-entity joint submission procedure, it bears no direct consequence on redemption deadlines, trust account allocations, extension proposals, or merger negotiation timelines. The agreement itself attributes the consolidation to administrative compliance rather than strategic positioning, meaning the filing provides zero actionable intelligence on sponsor conduct, target validation, or shareholder notice triggers. In the absence of accompanying Schedule 13G pages disclosing aggregate position sizes, purpose-of-transaction declarations, or voting intent, the document does not materially alter the SEARCHING status or supply verifiable data for trust-value or timeline tracking.

What changed: Exhibit 99.1 Joint Filing Agreement dated December 4, 2025, executed by General Purpose Acquisition Corp Services LLC, Peter Georgiopoulos, and Leonard Vrondissis to coordinate the joint submission of a Schedule 13D reporting beneficial ownership of Class A ordinary shares, $0.0001 par value per share, of General Purpose Acquisition Corp. The agreement establishes a shared regulatory filing obligation among the three signatories but introduces no modifications to redemption windows, trust-account valuations, extension provisions, business combination timelines, or sponsor governance structures. It specifies zero numerical thresholds, holding percentages, or transaction values; it solely records that each Party represents its eligibility to file Schedule 13D and accepts responsibility for the timeliness, completeness, and accuracy of information concerning itself, with cross-liability limited to what each knows or has reason to believe regarding the others. No assertions regarding customers, revenue, market size, strategic direction, technology, partnerships, litigation, or personnel changes appear in the exhibit. Why it matters: For investors monitoring SPAC capital mechanics, this administrative coordination confirms continued Securities Exchange Act compliance by the sponsor entity and its principals during the SEARCHING phase, without altering the existing trust-per-share baseline, triggering tender window adjustments, or indicating target identification activity. Because the joint agreement discloses no change in aggregate beneficial ownership, voting pacts, or proposed acquisitions, it carries no immediate mechanical impact on redemption decisions or capital deployment schedules. The filing’s substantive weight depends entirely on the primary Schedule 13D form referenced herein rather than this supporting exhibit.

What changed: GPAC's Form 8-K filed December 4, 2025, reporting the closing of its initial public offering, the entry into the standard SPAC IPO agreements, the private placement of units to sponsor and underwriters, board appointments, adoption of the amended charter, and deposit of IPO proceeds into trust. GPAC consummated an IPO of 23,000,000 units at $10.00 per unit, including 3,000,000 units from full exercise of the over-allotment option, for stated gross proceeds of $230,000,000. The 8-K states that $230,000,000 was placed in the trust account: $225,376,487 of IPO proceeds, including $9,200,000 of deferred underwriting discount, plus $4,623,513 from the private placement. Simultaneously, 660,000 private placement units were sold at $10.00 per unit for $6,600,000, with 430,000 purchased by the Sponsor and 230,000 by Jefferies. The company adopted its amended and restated memorandum and articles of association, appointed four independent directors, and entered into the underwriting, warrant, trust, letter, registration rights, private placement, and administrative services agreements. Trust funds are stated to be releasable only upon completion of an initial business combination, redemption if no business combination is completed within 24 months of closing, or a charter amendment affecting redemption rights. The 8-K's underwriting agreement representation states the company had not selected any specific business combination target and had not engaged in substantive target discussions. Why it matters: This filing starts GPAC's 24-month clock to complete a business combination and establishes the trust and redemption mechanics investors will track. It also quantifies sponsor and underwriter participation via private placement units, sets the warrant exercise price at $11.50 per share, and confirms full over-allotment exercise, which per the letter agreement means no Founder Share forfeiture. The company remains in searching status with no announced target.

What changed: Form 4 — insider ownership report. Per the Form 4 filing, General Purpose Acquisition Corp Services LLC reported a 2025-12-02 grant/award acquisition of 430,000 shares at a stated price of $10, leaving the reporting entity with 430,000 shares post-transaction. The form identifies General Purpose Acquisition Corp Services LLC as a 10% owner of General Purpose Acquisition Corp. This submission contains no disclosures affecting redemption deadline schedules, trust account valuations, extension voting records, or active target deal progression. Why it matters: This filing isolates sponsor conduct and capitalization mechanics rather than public shareholder redemption windows. The reporting person attributes its 430,000 share accumulation at $10 to a grant/award, which typically reflects a founder/promoter equity position that does not alter public trust distributions or force automatic redemption events. While the document confirms the sponsor’s equity stake has been recorded, it offers no substantive claims regarding customer bases, revenue metrics, market size estimates, corporate strategy, technology pipelines, partnership agreements, ongoing litigation, or executive personnel movements. Investors should note that without additional strategic filings, this entry serves solely as a static snapshot of sponsor share allocation.

What changed: Final prospectus (424B4) for the initial public offering of General Purpose Acquisition Corp., a blank-check company formed to effect a merger or business combination. This is the first public filing of the final IPO terms. The offering consists of 20,000,000 units at $10.00 per unit (up to 23,000,000 if over-allotment exercised), each unit comprising one Class A ordinary share and one-half of one redeemable warrant. Trust proceeds of $200,000,000 ($10.00 per public share) will be held until the earlier of a business combination or 24 months from closing. The sponsor purchased 5,750,000 founder shares for $25,000 (~$0.004 per share) and will purchase 400,000 private placement units ($4,000,000). Underwriters will purchase 200,000 private placement units ($2,000,000). The company has 24 months (extendable up to 36 months with shareholder approval) to complete an initial business combination. Public shareholders may redeem shares at the trust value ($10.00 per share) in connection with a business combination or certain charter amendments. The company intends to focus on maritime, logistics, and digital infrastructure sectors. Management: Peter Georgiopoulos (CEO), Leonard Vrondissis (President), Stewart Crawford (CFO). Directors: Alexandros Argyros, Chele Farley, Warren Hosseinion, Jonathan Intrater. Why it matters: Establishes the trust value per share ($10.00), redemption mechanics, deadline (24 months), and sponsor economics (founder shares at $0.004 per share creating significant dilution risk). Investors can assess the timeline, target sectors, and potential conflicts of interest. The 15% redemption cap on excess shares (if shareholder vote is used) and extension provisions are also defined.