GP-Act III Acquisition Corp.

This notice directly controls the liquidity timing and capital retention path for public holders. By carving out a defined reversal period immediately preceding the extension vote, the sponsor signals an intent to preserve trust value contingent upon successful shareholder approval of the November 13, 2026 deadline. Investors must track the May 12, 2026 9:00 a.m. Eastern Time cutoff to determine whether their capital will remain invested pending a business combination or be returned at prevailing trust conditions. The document discloses zero information regarding prospective target company customers, historical revenue, addressable market size, proprietary technology, strategic partnerships, ongoing litigation, or executive personnel shifts. All assertions regarding meeting schedules, voting mathematics, redemption revocation protocols, and extended corporate life cycles originate solely from the registrant’s regulatory submission.

This filing materially shifts the redemption calendar and trust mechanics by granting a six-month extension, moving the final wind-down date to November 13, 2026. The reverse redemption window introduces direct variability to the trust account distribution, as the cash remaining per share hinges on how many pre-redemption holders opt to withdraw their requests before the May 12, 2026 vote. The document discloses no target company, transaction valuation, or current trust account balance. It notes that 35,937,500 ordinary shares were issued and outstanding as of the March 24, 2026 record date, and directs investors to a definitive proxy statement filed with the SEC on March 30, 2026 for comprehensive terms regarding the amendment proposals.

This conversion simplifies the dual-class capital structure ahead of the announced business combination without diluting the sponsor or altering the trust recovery floor. By contractually extending the founder share lock-up, transfer limits, and trust waiver into the Class A series, the sponsor maintains alignment with public shareholders through merger completion. The filing also reaffirms the registrant’s Cayman Islands incorporation, fiscal year end of December 31, emerging growth company status, and address at 300 Park Avenue, 2nd Floor, New York, NY 10022. No new customer disclosures, revenue metrics, market size projections, technology roadmaps, strategic partnerships, executive appointments or departures, or litigation updates appear in the text. The event signals administrative preparation for closing rather than a shift in investment thesis or redemption pressure.

The adjournment materially defers the SPAC’s forced liquidation and extends the corporate existence until November 13, 2026, provided the extension and trust amendments receive shareholder approval at the May 6, 2026 meeting. The reverse redemption mechanism directly alters trust distribution math and per-share payout timing, as public holders can withdraw earlier redemption elections to remain exposed to the extended operational period rather than triggering immediate trust liquidation. The specific vote split on the adjournment and the 81.67% quorum confirm active proxy solicitation ahead of the substantive extension vote, as detailed in the Definitive Proxy Statement filed with the SEC on March 30, 2026. The document contains no disclosures regarding business combination targets, customer contracts, revenue, market size, technology, partnerships, or litigation; it is exclusively a compliance filing governing shareholder voting deadlines and trust account mechanics.

This procedural filing materially updates the redemption calendar and trust timeline for investors monitoring GPAT. The adjournment pushes the critical extension vote to May 6, 2026, creating a six-week delay that temporarily suspends the May 13, 2026 redemption clock if the board seeks additional time to finalize a merger. The reversal window for redemptions provides a tactical liquidity option for investors who initially voted to exit but may reconsider based on pending deal negotiations. While the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation, it notes administrative and governance facts: the registrant changed its name from GP Investments Acquisition Corp. II on December 2, 2020; proxy materials were mailed beginning around March 30, 2026; the registrar for participants in the solicitation cites the Company’s Annual Report on Form 10-K for the year ended December 31, 2025; and the document includes standard SEC Rule 405 emerging growth company disclosures. The report was formally signed by Chief Financial Officer Rodrigo Boscolo on April 29, 2026, and references Skadden, Arps, Slate, Meagher & Flom LLP hosting the meeting venue in São Paulo, Brazil, with ongoing proxy solicitation managed by Sodali & Co. The filing does not disclose a specific trust balance or per-share trust value.

This filing fundamentally alters the liquidation timeline and presents an immediate liquidity event, contrasting the stated $10.84 redemption estimate with a March 27, 2026 market closing price of $10.82. The company warned that widespread extension redemptions could reduce the trust account to a small fraction of $311,838,315.48, potentially breaching Nasdaq’s continued listing requirements which generally mandate $2,500,000 in shareholders’ equity and 300 public holders. Regarding deal progress, the board stated it is negotiating a Potential Business Combination but confirmed it has not executed a definitive agreement, noting that if negotiations terminate before the meeting, the extraordinary general meeting would be cancelled and the original May 13, 2026 liquidation clock resumes. Sponsor economics are detailed: co-sponsors advanced $520,000 in non-interest-bearing working capital loans due at the earlier of consummation or May 13, 2026, and GP-Act III Sponsor LLC agreed to be liable if third-party claims drain the trust below $10.00 per share. The prospectus further outlined tax treatments under the PFIC regime and noted that 7,000,000 private placement warrants (initially sold at $1.00 each, exercisable at $11.50 per share) and founder shares would expire worthless upon winding up. Because the board tied the extension to completing unannounced negotiations, shareholders face binary exposure between a six-month capital preservation window, a potential second redemption at the actual deal vote, or complete liquidation on the existing deadline if governance or vote thresholds collapse.

This 10-K is the key pre-deadline snapshot for redemption-focused investors: the trust has accreted to a $10.75 per-share redemption value, but the stated deadline is May 13, 2026 and no extension is disclosed. With only $112,660 of cash outside the trust and a working capital deficit, the Company depends on sponsor support or closing a deal. The ING advisory engagement signals active work toward a specific transaction, but no target or definitive agreement has been disclosed, so there is still no deal for shareholders to evaluate against redemption.

This filing establishes the procedural and liquidity framework governing the final pre-combination period. The board asserts the extension is required to finalize negotiations and allow shareholders to evaluate a future proposed business combination, which will trigger a separate proxy statement/vote. Non-redeeming shareholders retain voting and redemption rights tied to any subsequent business combination. The document specifies voting thresholds: the Extension requires a special resolution of at least two-thirds of voting shares, while the Trust Amendment requires 65%. Structural and regulatory risks are detailed, including potential CFIUS national security reviews for foreign investments, Nasdaq delisting exposure if shareholder equity falls below $2,500,000 or public holders dip below 300 post-redemption, and U.S. federal income taxation under the Default PFIC Regime for redeeming U.S. holders. Founders waive liquidation rights to the Trust Account, and co-sponsors have advanced $520,000 in non-interest-bearing working capital due upon the earlier of deal closure or May 13, 2026. Proxy solicitor Sodali & Co. is engaged for a $30,000 fee plus reimbursements. Significant 5%+ beneficial owners identified include Karpus Management Inc., HGC Investment Management Inc., First Trust Merger Arbitrage Fund, AQR Capital Management LLC, Ramya Rao, Picton Mahoney Asset Management, Barclays PLC, and Meteora Capital LLC. All projections regarding deal timing, negotiation status, and fund availability are attributed to the company’s management and qualified by the stated risk factors.

This filing provides the latest trust value and redemption mechanics for investors tracking the redemption deadline. The trust per-share value of $10.65 as of September 30, 2025 is above the $10.67 threshold some investors use for redemption decisions. The filing confirms the sponsor has not yet announced a target. The small cash balance and working capital deficit indicate the SPAC is likely to need sponsor loans or an extension to continue operating, which may lead to a future extension proposal or a liquidation if no deal materializes.

Because the numerical body and footnotes of the Schedule 13G are absent, this excerpt alone does not mechanically affect the redemption calendar, extension vote procedures, or merger financing structure. Standard SEC reporting practice indicates that a Schedule 13G discloses that an entity has crossed or maintains at least a 5% beneficial ownership position, which in a pending SPAC transaction frequently precedes institutional coordination around the upcoming shareholder vote, proxy solicitation, or secondary trading activity. With no additional filing text supplied, no verifiable claims regarding customer concentration, revenue trajectories, total addressable market size, proprietary technology, commercial partnerships, active litigation, or executive leadership changes can be extracted or validated from this source.

Provides the latest trust value per share ($10.54) for redemption calculations, confirms the company is burning cash with limited liquidity, and highlights the approaching deadline of May 13, 2026 (with no extension taken). The going concern warning signals risk of liquidation if no deal is completed.

Investors need to track the trust accretion ($10.32 per share), the ticking deadline (24 months from May 13, 2024, i.e., May 13, 2026), and the sponsor incentive mechanics (founder shares purchased at ~$0.004 per share vs. $10.00 public offering price). The filing reveals no negotiation progress, raising the risk of liquidation. The auditor's going-concern qualification is a red flag for an SPAC. The large institutional ownership by non-managing Holdco investors (who hold both founder interests via Sponsor HoldCo and public shares) introduces potential conflicts of interest if they vote their public shares in favor of a low-quality deal to salvage their sponsor stake. The disclosure of litigation pending against co-sponsor Irwin Simon (Hain Celestial securities class action) adds key conduct risk.

This disclosure maps two discrete institutional blocks of 2,351,438 shares and 2,587,500 shares ahead of the combination vote, directly informing redemption liquidity forecasts, tender bid depth, and post-business-combination public float calculations. Because Schedule 13G filings are statutory ownership snapshots, the document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The only other substantive details are the principal business addresses for the reporting persons (225 W. Wacker Drive, 21st Floor, Chicago, IL 60606; 235 West Galena Street, Milwaukee, WI 53212) and the issuer (300 Park Avenue, 2nd Floor, New York, NY 10022), plus the explicit assertion that FTCS and Sub GP act as control persons of FTCM. Investors receive confirmed blockholder positioning but no new operational, financial, or procedural updates.

This filing establishes the post-IPO redemption mechanics and trust account baseline. Public shareholders may redeem their shares for a pro rata portion of the trust account, initially $10.00 per share plus interest, in connection with a business combination; a 15% aggregate redemption cap applies absent company consent absent a tender offer, and the sponsor has waived redemption rights on founder shares. If no business combination is completed within 24 months from the May 13, 2024 IPO closing, the company must redeem 100% of the public shares within 10 business days. It also discloses $13,687,500 of deferred underwriting fees and $350,000 of deferred legal fees payable only upon a business combination, 75,000 founder shares transferred to three directors at $0.0034 per share, no recognized stock-based compensation because management determined a business combination was not probable, and $400,000 of related-party promissory notes outstanding.

This filing does not alter the established $10.95 trust value per share or the November 13, 2026 business combination deadline. Instead, it marks a standard post-offering mechanical milestone that decouples the equity and derivative components, enabling independent pricing, liquidity, and potential warrant hedging or arbitrage activity before any target is identified. The press release further notes the company intends to focus its acquisition search on high potential businesses based in the United States and confirms the related registration statement became effective on May 8, 2024. For investors tracking redemption windows and trust preservation, this administrative transition confirms standard unit separation procedures are underway without indicating progress toward a specific merger, financing close, or sponsor governance change.

This filing confirms the structure for all upcoming redemption deadlines. The trust holds $10.00 per share (the standard). Shareholders have redemption rights upon completion of a Business Combination (either via shareholder vote or tender offer). Sponsor (Sponsor HoldCo) has waived redemption rights on founder shares and public shares it holds. The deadline is 24 months from May 13, 2024 (May 13, 2026 for a deSPAC or liquidation). The sponsor structure is layered (GP-Act III Sponsor LLC holds founder shares; underlying investors include GPIAC II, IDS III, Boxcar Partners III, Cantor, and non-managing HoldCo investors). The document details the warrant mechanics (exercisable at $11.50, redeemable by company at $0.01 when stock hits $18.00, with dilution adjustments if new shares are issued below $9.20).

Holding 8.6% of a SPAC's equity class places these investors near critical liquidity and voting inflection points, making their behavior directly relevant to redemption modeling and merger approval math. While the signatories assert passive investment intent through a non-control certification, the dual exercise of shared voting and dispositive power establishes a coordinated block that could disproportionately sway shareholder votes on extensions, charter modifications, or the business combination itself. The shares carry a $0.0001 par value and are identified by CUSIP G4035N111. Future disclosures, particularly any transition to a Schedule 13D or group-related amendments, will be required to track whether these holders intend to actively direct corporate actions or simply remain passive capital providers through the liquidation or acquisition horizon.

This filing defines the operational and financial parameters for public investors ahead of any merger announcement. Per the prospectus terms cited in the filing, public shareholders hold redemption rights tied to the trust account, initially valued at $10.00 per share, with accrued interest potentially retained to cover taxes before a Business Combination. The Company must finalize a deal within 24 months of the May 13, 2024 IPO close, triggering mandatory liquidation and pro rata trust distribution otherwise. The $13,687,500 deferred underwriting fee represents a tangible reduction in trust recoverable only upon a successful transaction. Sponsor alignment is detailed in Note 5: three directors acquired 75,000 founder shares on March 7, 2024, at $0.0034 per share ($86.96 total), carrying a noted fair value of $1.74 per share ($130,500 aggregate) pending Business Combination probability assessments. Additionally, an administrative services agreement requires payments up to $5,000 monthly to an affiliate of GPIAC II, LLC. Standard risk disclosures attribute potential headwinds to the Russia-Ukraine and Israel-Hamas conflicts, warning that geopolitical volatility could disrupt markets and impair the search for a target.

This filing establishes the initial trust account value per public share at $10.00 (based on $287,500,000 in trust for 28,750,000 public shares) and sets the 24-month deadline for completing a business combination (May 13, 2026), after which public shareholders have redemption rights. It details the capital structure, founder share lock-up provisions (one year post-business combination or $12.00 share price trigger), warrant terms (public warrants $11.50 exercise, 5-year term; private placement warrants with cashless exercise and 30-day lock-up) and the deferred underwriting commission of $11,250,000 ($0.45 per unit) plus up to $2,437,500 on over-allotment units, payable only upon a business combination. The filing also confirms that the sponsor, officers, and directors have waived redemption rights on founder shares and agreed to vote in favor of a business combination.

This filing establishes all baseline redemption mechanics and trust economics for the SPAC. Investors tracking the $10.00 trust floor, the 24-month deadline (May 2026), the redemption-trigger amendment rights, and the sponsor/insider stake should reference this document. The extensive disclosure of the management team's track record (prior SPACs GPIAC/Rimini Street and Act II/Whole Earth Brands), target criteria, and lack of any identified target are the key forward-looking inputs.

The filing establishes the regulatory foundation for public trading of the SPAC's listed instruments and explicitly fixes the warrant execution price at $11.50, which dictates future equity conversion ratios and dilution math if holders exercise post-merger. It incorporates by reference the complete security descriptions from the Registration Statement on Form S-1 (File No. 333-278825) originally filed on April 19, 2024, and alters neither the $10.95 per-share trust composition nor the November 13, 2026 liquidation deadline. The document contains no new operational claims, target business valuations, customer pipelines, technology disclosures, or sponsor conduct notes; all material economic and voting mechanics remain tied to the referenced S-1 prospectus and any subsequent business combination registration materials.

For investors tracking trust dynamics and redemptions, the filing locks in the exact trust funding mechanism and confirms the underwriters' unconditional forfeiture of deferred commissions upon a failed merger, directly protecting the pro-rata distribution pool available to public shareholders in a liquidation event. The clawback policy adoption mitigates governance risk associated with executive compensation recouped after accounting errors, aligning with recent Nasdaq and SEC enforcement priorities. By cementing Cantor Fitzgerald & Co. as the sole underwriter and fixing the $10.00 offer price alongside the $250,000,000 trust deposit target, the document removes uncertainty around capital formation while simultaneously confirming the blank-check period remains in its earliest investigatory stage without pre-negotiated targets, leaving the November 13, 2026 redemption expiration unchanged and execution risk paramount.

This filing defines the core terms and timeline for the SPAC, crucial for investors monitoring redemption deadlines, trust value, and sponsor conduct. The trust value is $10.00 per share (not $10.95 as assumed in the query). The deadline will be approximately November 2026 if the IPO closes in November 2024. The sponsor's nominal cost for founder shares ($0.004) creates a significant economic incentive to complete a deal, even if public shareholders lose value. The non-managing HoldCo investor structure (with indirect founder share exposure but no voting obligations) is unusual and could affect redemption dynamics. The 24-month deadline, redemption mechanics, and lock-up provisions are all standard but important for tracking.

The filing advances deal progress by addressing SEC declarations necessary before closing, keeping the stated November 13, 2026, deadline relevant without indicating acceleration or modification of the $10.95 trust/share amount. Structurally, the Company attributes concentration of voting and investment control to GP-Sponsor and managing members, informing investors that non-managing capital raises no governance veto, which reduces potential boardroom friction but limits minority sponsor oversight. The newly disclosed wind-down scenario directly impacts redemption calculus: investors face explicit warning that warrants will expire worthless and business continuity is not guaranteed if regulators classify the entity as an unregistered investment company, meaning trust recovery hinges entirely on shareholder redemption or liquidation rather than operating upside. These refinements do not alter extension mechanics or trust distribution formulas, but they materially update the downside risk disclosures investors evaluate against the April 19, 2024 to November 13, 2026 timeline.

What changed: Form 8-K Current Report documenting the outcomes of an Extraordinary General Meeting reconvened on May 12, 2026, specifically detailing shareholder approval of charter and trust amendments, redemption activity, voting tallies, and the execution of non-redemption agreements between GP-Act III Acquisition Corp. and its sponsor. As stated in the filing, the Registrant's board and shareholders approved amendments extending the deadline to complete a business combination and liquidate the trust account from May 13, 2026 to November 13, 2026. The filing reports that holders of 19,776,272 Class A ordinary shares exercised redemption rights at approximately $10.89 per share, resulting in aggregate redemptions of approximately $215,421,832 and leaving approximately $97,750,320 in the trust account. GP-Act III Sponsor LLC executed non-redemption agreements covering 8,074,387 shares; under these agreements, Sponsor HoldCo will transfer 403,720 Class A ordinary shares to those investors post-closing, conditional on the extension's approval and a completed initial business combination. Voting results tallied 23,799,592 For and 7,065,138 Against, with 30,864,730 shares represented (approximately 85.88% outstanding as of the March 24, 2026 record date). Concerning other substance, the filing contains no operational, commercial, or strategic disclosures regarding customers, revenue, market size, technology, partnerships, litigation, or personnel changes beyond standard governance signatures by Chief Financial Officer Rodrigo Boscolo and Vice President Francis Wolf of Trustee Continental Stock Transfer & Trust Company. Why it matters: The amendment definitively moves the final termination and trust liquidation horizon to November 13, 2026, resetting the investor liquidity timeline while preserving the dissolution risk threshold. The disclosed redemption price of approximately $10.89 per share and the trailing trust balance of approximately $97,750,320 set the immediate per-share cash baseline available absent a successful merger. The sponsor's non-redemption mechanism demonstrates active capital preservation tactics to maintain trust integrity prior to deal execution, while the contractual commitment to issue 403,720 Class A ordinary shares establishes a fixed, transaction-contingent equity dilution event that will only trigger upon a completed business combination.

What changed: Quarterly report (Form 10-Q) for GP-Act III Acquisition Corp. for the quarter ended March 31, 2026, filed May 14, 2026. Subsequent to quarter-end, on May 12, 2026, shareholders approved an extension of the business combination deadline from May 13, 2026 to November 13, 2026. In connection with the extension vote, holders of 19,776,272 Class A ordinary shares elected to redeem at approximately $10.89 per share for an aggregate of approximately $215.4 million, reducing the trust account to approximately $97.75 million. The company and sponsor entered into non-redemption agreements under which investors agreed not to redeem 8,074,387 shares in exchange for the sponsor transferring 403,720 Class A shares to them post-business combination. Additionally, on May 1, 2026, all 7,187,500 Class B founder shares were converted into Class A ordinary shares on a one-for-one basis, eliminating the dual-class structure and resulting in 35,937,500 Class A shares outstanding and zero Class B shares as of May 14, 2026. The trust per-share redemption value was $10.85 as of March 31, 2026, up from $10.75 at December 31, 2025. Why it matters: The massive redemption (over 68% of public shares) drastically reduces the trust available for a business combination from roughly $311.9 million to about $97.75 million, significantly shrinking the acquisition capacity and potentially altering deal terms. The conversion of founder shares to Class A simplifies the capital structure and removes the Class B voting power, which may affect governance dynamics. The extension buys time but the high redemption rate signals weak shareholder support. Non-redemption agreements indicate sponsor efforts to retain trust capital, though the transferred shares dilute existing holders. The company also flagged substantial doubt about its ability to continue as a going concern if no business combination is completed by the extended deadline.

What changed: Form 8-K (Rule 425 written communication) filed by GP-Act III Acquisition Corp. documenting the conclusion of an extraordinary general meeting, including shareholder approval of a six-month extension to the business combination and trust liquidation deadlines, execution of sponsor-backed non-redemption agreements, and finalized redemption and voting tallies. According to the registrant’s disclosures, the deadline to consummate a business combination and the date to liquidate the trust account were extended from May 13, 2026 to November 13, 2026. At the reconvened meeting on May 12, 2026, the registrant reported that holders of 19,776,272 Class A ordinary shares exercised redemption rights at approximately $10.89 per share, yielding an aggregate payout of approximately $215,421,832 and leaving approximately $97,750,320 in the trust account (reduced from the initial $287,500,000 deposited upon IPO consummation). GP-Act III Sponsor LLC disclosed execution of non-redemption agreements securing 8,074,387 shares and committed to transferring 403,720 Class A ordinary shares to those investors post-business combination, conditioned on non-redemption and affirmative voting. Total attendance represented 30,864,730 shares (~85.88% of outstanding shares as of March 24, 2026), with final tabulations showing 23,799,592 votes for and 7,065,138 votes against both the Extension and Trust Amendments. Why it matters: As disclosed by the registrant, the extension preserves operating continuity until November 13, 2026 but depletes the trust balance to a level that may constrain viable acquisition targets or require supplementary bridge financing. The sponsor’s provision of 403,720 shares to lock up over eight million public shares reflects explicit financial concessions to overcome substantial minority dissent and secure the extension. The filing establishes the definitive redemption window closure date and quantifies residual trust liquidity, directly informing investor decisions regarding deal probability versus forced repayment mechanics. The document contains no additional commentary on customers, revenue, market positioning, technology, or personnel beyond the structural mechanics and signatories (CFO Rodrigo Boscolo and Trustee VP Francis Wolf).

What changed: This filing is a Form 8-K Current Report and accompanying Exhibit 10.1, functioning as a Non-Redemption Agreement between GP-Act III Acquisition Corp., its sponsor (GP-Act III Sponsor LLC), and select public shareholders. On May 11, 2026, the Company and Sponsor executed agreements covering 8,074,387 Class A ordinary shares, par value $0.0001 per share. Participating shareholders have contractually agreed to not redeem (or to rescind any pending redemption requests for) their shares and to vote in favor of the Extension Amendment Proposal and Trust Amendment Proposal. In exchange, Sponsor HoldCo committed to transferring 403,720 Class A ordinary shares derived from founder shares, at a ratio to be finalized promptly following the business combination close. These commitments support proposals that extend the Company’s deadline to consummate a business combination and to liquidate the trust account from May 13, 2026 to November 13, 2026. The agreements terminate automatically if the extension proposals fail, the Company dissolves, the parties mutually agree, or a signatory redeems its shares or votes against the proposals. Why it matters: By securing binding commitments to withhold redemptions, the Company states the arrangement will increase the probability that the extension proposals receive shareholder approval and preserve capital in the trust account. The transfer of founder shares serves as a direct sponsorship incentive to alter shareholder redemption behavior, impacting post-extension capitalization. According to Exhibit 10.1, Investor Shares are capped at the lesser of a blank-figure amount and 9.9% of public shares outstanding post-extension, with positions requiring maintenance until 5:30 PM New York time on the meeting date and final tallies provided by 9:30 a.m. Eastern on the preceding business day. Section 6 of the agreement attributes a specific policy to the Company: it will not utilize trust account funds to pay potential excise taxes under the Inflation Reduction Act of 2022 triggered by share redemptions. Sponsor managers retain sole discretion to apply earn-outs or forfeiture provisions to unassigned founder shares after the business combination, carving out the transferred securities from such dilution. The filing notes a record date of March 24, 2026, with proxy materials mailed beginning on or about March 30, 2026, references warrants exercisable at an exercise price of $11.50, and was signed by Chief Financial Officer Rodrigo Boscolo on May 12, 2026.

What changed: A Form 8-K Current Report under Item 8.01 (Other Events) filed by GP-Act III Acquisition Corp., formally disclosing the anticipated execution of Non-Redemption Agreements with select third-party shareholders in connection with an extraordinary general meeting to vote on corporate amendments. According to the filing, the Company and GP-Act III Sponsor LLC state they intend to enter into Non-Redemption Agreements with one or more third-party shareholders. The Company outlines that shareholders will agree to (i) refrain from redeeming their shares and (ii) vote in favor of extending both the business combination deadline and the trustee liquidation date for the trust account established under the Investment Management Trust Agreement dated May 8, 2024, from May 13, 2026 to November 13, 2026. In exchange for these commitments, the Sponsor anticipates transferring a certain number of Class A ordinary shares following the closing of the initial business combination at a ratio to be negotiated between the parties. The Company specifies the agreements terminate on the earliest of: shareholder disapproval of the extension, fulfillment of obligations, company liquidation, mutual written agreement, or if a shareholder redeems or fails to vote for the extension. The filing notes a definitive proxy statement was filed March 30, 2026, mailed to shareholders as of the March 24, 2026 record date, and directs readers to risk disclosures in the Annual Report on Form 10-K for the year ended December 31, 2025. It also identifies Continental Stock Transfer & Trust Company as the trustee and lists par value $0.0001 per share for Class A ordinary shares. Why it matters: These agreements represent a direct modification to the capital table and redemption mechanics. By substituting potential cash redemptions with post-combination founder-equity transfers at unpriced ratios, the structure aims to preserve trust liquidity and lower the redemption threshold required to pass the extension vote. For tracking purposes, this confirms active sponsor management to secure the November 13, 2026 runway without draining the trust account, though the precise dilution impact remains undefined. Beyond these extension mechanics, the filing contains no operational claims, target company metrics, revenue estimates, market sizing, technology roadmap items, partnership announcements, litigation disclosures, or personnel changes. The document is purely procedural, serving as a disclosure trigger for the proxy-related non-redemption pacts ahead of the scheduled shareholder vote.

What changed: A Form 8-K under Item 5.07 reporting shareholder voting results to adjourn an extraordinary general meeting, and announcing a subsequent meeting to vote on extending the SPAC's business combination and trust liquidation deadlines. As stated by GP-Act III Acquisition Corp., the company adjourned its shareholder meeting from May 6, 2026, to May 12, 2026, following approval of the adjournment proposal with 21,424,593 votes for, 8,064,137 against, and 1,000 abstentions. At the rescheduled meeting, shareholders will vote on proposals to extend the deadline to consummate a business combination and to liquidate the trust account from May 13, 2026, to November 13, 2026. Concurrently, the company announced a mechanism allowing public shareholders who previously submitted redemption requests to reverse those elections by contacting the transfer agent by 9:00 a.m. Eastern Time on May 12, 2026. Why it matters: This filing materially shifts the redemption calendar and trust mechanics by granting a six-month extension, moving the final wind-down date to November 13, 2026. The reverse redemption window introduces direct variability to the trust account distribution, as the cash remaining per share hinges on how many pre-redemption holders opt to withdraw their requests before the May 12, 2026 vote. The document discloses no target company, transaction valuation, or current trust account balance. It notes that 35,937,500 ordinary shares were issued and outstanding as of the March 24, 2026 record date, and directs investors to a definitive proxy statement filed with the SEC on March 30, 2026 for comprehensive terms regarding the amendment proposals.

What changed: This filing is a Definitive Additional Materials document (Schedule 14A, DEFA14A) submitted alongside a Form 8-K Current Report, formally announcing the adjournment of a shareholder vote and establishing a procedural window to modify prior redemption elections. Per the Company’s May 6, 2026 submission, the extraordinary general meeting—originally scheduled for April 29, 2023 and subsequently postponed to May 6, 2026—is now adjourned until May 12, 2026 at 9:00 a.m. Eastern Time. At that rescheduled session, shareholders will vote on two amendments: an Extension Amendment Proposal shifting the mandatory business combination, winding-up, and redemption deadline from May 13, 2026 to November 13, 2026, and a Trust Amendment Proposal moving the Continental Stock Transfer & Trust Company’s trust liquidation obligation to the same November 13, 2026 date. To accommodate the delay, the Company authorizes any shareholder who previously instructed redemption of public Class A ordinary shares to revoke that instruction by emailing spacredemptions@continentalstock.com to contact Continental Stock Transfer & Trust Company by 9:00 a.m. Eastern Time on May 12, 2026. The filing records the preceding adjournment vote under Cayman Islands law: 21,424,593 Votes For, 8,064,137 Votes Against, and 1,000 Abstentions, reflecting 82.06% participation out of 35,937,500 ordinary shares outstanding as of the March 24, 2026 record date. All mechanical details, vote tallies, and calendar adjustments are derived exclusively from the Company’s filing signed by Chief Financial Officer Rodrigo Boscolo. Why it matters: This notice directly controls the liquidity timing and capital retention path for public holders. By carving out a defined reversal period immediately preceding the extension vote, the sponsor signals an intent to preserve trust value contingent upon successful shareholder approval of the November 13, 2026 deadline. Investors must track the May 12, 2026 9:00 a.m. Eastern Time cutoff to determine whether their capital will remain invested pending a business combination or be returned at prevailing trust conditions. The document discloses zero information regarding prospective target company customers, historical revenue, addressable market size, proprietary technology, strategic partnerships, ongoing litigation, or executive personnel shifts. All assertions regarding meeting schedules, voting mathematics, redemption revocation protocols, and extended corporate life cycles originate solely from the registrant’s regulatory submission.

What changed: A Form 8-K current report under Item 8.01 Other Events disclosing the conversion of the Company’s Class B ordinary shares into Class A ordinary shares. According to the filing, on May 1, 2026, GP-Act III Sponsor LLC and the Company’s three independent directors elected to convert all Class B ordinary shares (Founder Shares) into Class A ordinary shares on a one-for-one basis. The filing discloses that 7,187,500 Class B ordinary shares were cancelled and 7,187,500 Class A ordinary shares were issued to the Sponsor HoldCo and directors, resulting in approximately 35,937,500 Class A ordinary shares issued and outstanding with zero Class B shares remaining. The filing states the Letter Agreement dated May 8, 2024 continues to bind the converted shares, preserving voting agreements, transfer restrictions, and a waiver of any right to trust account monies. The document notes no change to voting power calculations or proposal approval thresholds because shareholder voting power combines pre-conversion holdings. For investors tracking the mechanics, the filing confirms the $10.95 trust/share value, the November 13, 2026 redemption deadline, and warrant exercise price of $11.50 remain unchanged, and no extension or timeline modification is reported. Why it matters: This conversion simplifies the dual-class capital structure ahead of the announced business combination without diluting the sponsor or altering the trust recovery floor. By contractually extending the founder share lock-up, transfer limits, and trust waiver into the Class A series, the sponsor maintains alignment with public shareholders through merger completion. The filing also reaffirms the registrant’s Cayman Islands incorporation, fiscal year end of December 31, emerging growth company status, and address at 300 Park Avenue, 2nd Floor, New York, NY 10022. No new customer disclosures, revenue metrics, market size projections, technology roadmaps, strategic partnerships, executive appointments or departures, or litigation updates appear in the text. The event signals administrative preparation for closing rather than a shift in investment thesis or redemption pressure.

What changed: A Definitive Additional Materials (DEFA14A) submission incorporating a Form 8-K current report that announces the adjournment of GP-Act III Acquisition Corp.’s Extraordinary General Meeting originally convened on April 29, 2026, and records the shareholder vote tally for the adjournment proposal. According to the filing, the original April 29, 2026 meeting was adjourned to May 6, 2026, at 9:00 a.m. Eastern Time. At the rescheduled session, shareholders will vote on an Extension Amendment Proposal to modify the amended and restated memorandum and articles of association, and a Trust Amendment Proposal to alter the Investment Management Trust Agreement dated May 8, 2024. Both measures aim to extend the deadline to complete a business combination and liquidate the initial public offering trust account from May 13, 2026 to November 13, 2026. The company also permitted public shareholders who had previously elected to redeem Class A ordinary shares to reverse those redemption requests by contacting the transfer agent, Continental Stock Transfer & Trust Company, by email at spacredemptions@continentalstock.com by 9:00 a.m. Eastern Time on May 6, 2026. Per the company’s tabulation, the record date was March 24, 2026, with 35,937,500 ordinary shares issued and outstanding. Eighty-one point sixty-seven percent (81.67%) formed a quorum, and the adjournment passed with 21,313,393 votes for, 8,034,735 votes against, and 1,000 abstentions. Why it matters: This procedural filing materially updates the redemption calendar and trust timeline for investors monitoring GPAT. The adjournment pushes the critical extension vote to May 6, 2026, creating a six-week delay that temporarily suspends the May 13, 2026 redemption clock if the board seeks additional time to finalize a merger. The reversal window for redemptions provides a tactical liquidity option for investors who initially voted to exit but may reconsider based on pending deal negotiations. While the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation, it notes administrative and governance facts: the registrant changed its name from GP Investments Acquisition Corp. II on December 2, 2020; proxy materials were mailed beginning around March 30, 2026; the registrar for participants in the solicitation cites the Company’s Annual Report on Form 10-K for the year ended December 31, 2025; and the document includes standard SEC Rule 405 emerging growth company disclosures. The report was formally signed by Chief Financial Officer Rodrigo Boscolo on April 29, 2026, and references Skadden, Arps, Slate, Meagher & Flom LLP hosting the meeting venue in São Paulo, Brazil, with ongoing proxy solicitation managed by Sodali & Co. The filing does not disclose a specific trust balance or per-share trust value.

What changed: Form 8-K under Item 5.07 reporting the adjournment of GP-Act III Acquisition Corp.’s extraordinary general meeting, the tabulation of the adjournment proposal vote, the schedule for voting on extension amendments, and the activation of reverse redemption procedures. According to the Company, the April 29, 2026 Extraordinary General Meeting was convened and then adjourned to May 6, 2026 at 9:00 a.m., Eastern Time, after only an Adjournment Proposal was submitted to shareholders. The Company reports that shareholders approved the adjournment with 21,313,393 votes for, 8,034,735 against, and 1,000 abstentions, representing 81.67% of the 35,937,500 ordinary shares issued and outstanding as of the March 24, 2026 record date. Per the filing, the rescheduled meeting will require a vote on two mechanistic proposals: (i) an Extension Amendment Proposal to postpone the deadline to consummate a business combination, cease operations, and redeem all Class A ordinary shares from May 13, 2026 to November 13, 2026, and (ii) a Trust Amendment Proposal to delay the Continental Stock Transfer & Trust Company’s obligation to liquidate the trust account from May 13, 2026 to November 13, 2026. Concurrently, the Company determined it would permit shareholders who previously elected to redeem to reverse those requests by having brokers contact the transfer agent via spacredemptions@continentalstock.com by 9:00 a.m., Eastern Time on May 6, 2026. Why it matters: The adjournment materially defers the SPAC’s forced liquidation and extends the corporate existence until November 13, 2026, provided the extension and trust amendments receive shareholder approval at the May 6, 2026 meeting. The reverse redemption mechanism directly alters trust distribution math and per-share payout timing, as public holders can withdraw earlier redemption elections to remain exposed to the extended operational period rather than triggering immediate trust liquidation. The specific vote split on the adjournment and the 81.67% quorum confirm active proxy solicitation ahead of the substantive extension vote, as detailed in the Definitive Proxy Statement filed with the SEC on March 30, 2026. The document contains no disclosures regarding business combination targets, customer contracts, revenue, market size, technology, partnerships, or litigation; it is exclusively a compliance filing governing shareholder voting deadlines and trust account mechanics.