GPAT SEC filings, in plain English
Everything GP-Act III Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 10-Q (Quarterly Report) for GP-Act III Acquisition Corp. for the quarter ended June 30, 2026. Trust Account decreased from $309M to $98M after $215M in redemptions from extension vote; extension approved to Nov 13, 2026; Class B shares converted to Class A; sponsor entered non-redemption agreements for 8.07M shares; working capital deficit increased; net income of $290k for the quarter. Why it matters: The filing shows the SPAC's cash position post-redemption, the successful extension, and the terms of non-redemption agreements that reduce dilution risk. Trust value per share is $10.95, above IPO price. The company has a deadline of Nov 13, 2026, and has engaged an advisor (ING) for a specific business combination, indicating progress. However, going concern uncertainty exists.
What changed vs 2026-05-14trust $311.9M → $309.2M -1%sponsor loan $515K → $595Kshares 28.8M → 8.97M -69%trust account, sponsor loans outstanding, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $311.9M$309.2M
- Sponsor loans outstanding
- $515K$595K
- Redeemable shares
- 28.8M8.97M
- Combination deadline
- 2026-11-13 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $2,718,657 left the trust between the two filings.
The clause …“any interest income from the Trust Account. At December 31, 2025, assets held in the Trust Account were comprised of $ 309,180,211 marketable securities held in Trust Account. During the year ended December 31, 2025, the Company”…
SpacBrain reads this as the sponsor has advanced $80,000 more.
The clause …“of the business combination. As of June 30, 2026, there was a total amount of $ 595,000 outstanding under such promissory notes, being $ 260,000 , $ 205,000 and $ 130,000 under the GPIAC II, LLC, Boxcar Partners Two, LLC and IDS III LLC”…
SpacBrain reads this as 19,776,272 shares are no longer redeemable.
The clause …“authorized; 7,187,500 and 0 issued or outstanding, respectively (excluding 8,973,728 and 28,750,000 shares subject to possible redemption as of as of June 30, 2026 and December 31, 2025, respectively) 719 — Class B ordinary shares, $”…
The clause …“on which the trustee must liquidate the trust account from May 13, 2026 to November 13, 2026 (the “Trust Amendment Proposal”). At the Extraordinary General Meeting, the only proposal submitted for a vote was the approval of the”…
The clause …“condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit — Schedule 13G/A, a beneficial ownership report. The filing identifies five AQR-affiliated reporting entities but discloses no share quantities, ownership percentages, or transaction dates. As an amendment to a previously filed 13G, it structurally updates historical disclosures, yet the precise mechanical changes to reported beneficial ownership are absent from the provided excerpt. Why it matters: For investors monitoring the stated 2026-11-13 deadline and $10.95 trust per share, large institutional position reports directly map the float available for redemption versus shares tentatively committed to the announced deal. Any disclosed adjustment by AQR would immediately recalibrate redemption liquidity projections, voting thresholds for merger approval, and sponsor extension timelines. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; attribution applies solely to the self-identified holder names printed in the filing header.
What changed: A routine compliance exhibit, specifically Exhibit I (Joint Filing Statement) attached to an amended Schedule 13G beneficial ownership report. The filing reports zero changes to redemption deadlines, trust value, extension status, deal progress, or sponsor conduct. It does not modify upcoming expiration dates, alter per-share trust compositions, or provide updates on merger execution or governance changes. Why it matters: Because the document contains no operational disclosures, executive statements, customer data, revenue figures, market sizing, strategic plans, technological developments, partnership announcements, litigation details, or personnel actions, it offers no substantive insight beyond confirming that First Trust Merger Arbitrage Fund and its affiliated entities have agreed to share joint filing responsibility for the 13G/A amendment. As there are no attributable claims or material developments documented, the filing does not shift investor calculations regarding the redemption window or trust preservation.
What changed: Routine SEC compliance exhibit: Schedule 13G/A beneficial ownership report. According to the filing excerpt, it identifies Karpus Management, Inc. as the reporting institutional holder but provides no share counts, percentage thresholds, or effective dates. Accordingly, the filing discloses no adjustments to ownership stakes, nor does it contain any language addressing trust accounting, conversion deadlines, merger advancement, or sponsor conduct. Why it matters: As indicated by the filing's designation, this is a standard periodic ownership disclosure designed to monitor institutional aggregation thresholds rather than influence transaction timing or redemption mechanics. Because the excerpt contains no numerical data, commercial projections, or operational disclosures regarding target customers, revenue streams, market sizing, strategic roadmaps, technological assets, partnership structures, ongoing litigation, or key personnel, it does not materially alter the investment thesis or shareholder redemption calculus for the pending combination.
What changed: A Schedule 13G beneficial ownership report filed by Polar Asset Management Partners Inc. The filing identifies Polar Asset Management Partners Inc. as holding a qualifying ownership stake in GPAT common stock. The excerpt provides no percentage acquired, purchase dates, prior holdings, or transaction specifics, and contains no information regarding redemption windows, trust balance movements, extension timelines, target acquisition progress, or sponsor conduct. Why it matters: As a passive institutional ownership disclosure, the Schedule 13G does not trigger or modify the SPAC’s capital structure mechanics. Without stated share counts, acquisition prices, or target-related representations, it does not alter shareholder redemption calculus, extension voting requirements, or deal progression. No substantive operational, financial, strategic, or litigation claims are present in the provided text to warrant further integration into the investment thesis at this time.
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 vs 2025-11-13trust $306.2M → $311.9M +2%deadline 2026-05-13 → 2026-11-13sponsor loan $400K → $515Ktrust account, combination deadline, sponsor loans outstanding +23 moved · 2 with no prior record of ours
- Trust account
- $306.2M$311.9M
- Combination deadline
- 2026-05-132026-11-13
- Sponsor loans outstanding
- $400K$515K
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $5,696,590 was added to the trust between the two filings.
The clause …“81,833 70,197 Total Current Assets 206,515 188,111 Marketable securities held in Trust Account 311,898,868 309,180,211 Total Assets $ 312,105,383 $ 309,368,322 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
SpacBrain reads this as 184 days later than the previous record.
The clause …“on which the trustee must liquidate the trust account from May 13, 2026 to November 13, 2026 (the “Trust Amendment Proposal”). At the Extraordinary General Meeting, the only proposal submitted for a vote was the approval of the”…
SpacBrain reads this as the sponsor has advanced $115,000 more.
The clause …“the business combination. As of March 31, 2026, there was a total amount of $ 515,000 outstanding under such promissory notes, being $ 255,000 , $ 130,000 and $ 130,000 under the GPIAC II, LLC, Boxcar Partners Two, LLC and IDS III LLC”…
The clause …“condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption as of as of March 31, 2026 and December 31, 2025) — — Class B ordinary shares, $ 0.0001 par value; 20,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: A Schedule 13G/A beneficial ownership report [0001539041-26-000009], functioning as a routine compliance exhibit filed by Picton Mahoney Asset Management to update their institutional shareholding disclosures. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing contains no forward-looking statements, board resolutions, trustee communications, or shareholder notices. The only reported change relates to standard institutional ownership updates attributable to Picton Mahoney Asset Management, with zero references to redemption windows, trust account balances, extension votes, or sponsor behavior. Why it matters: For investors monitoring capital structure and execution risk, this amendment confirms routine fiduciary reporting rather than active corporate development or target business advancement. The text contains no claims attributed to management, sponsors, underwriters, or targets regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, indicating the filing does not inform on capital deployment timelines, trust preservation mechanics, or underlying deal fundamentals.
What changed: Definitive Proxy Statement (Form DEF 14A) and Notice of Extraordinary General Meeting. The board proposed extending the business combination deadline from May 13, 2026 to November 13, 2026 and simultaneously amended the Investment Management Trust Agreement to align the trustee liquidation date. Based on a March 30, 2026 trust balance of $311,838,315.48, the company anticipates a redemption price of approximately $10.84 per public share across 28,750,000 outstanding public shares. The record date was set for March 24, 2026, with 35,937,500 total ordinary shares outstanding, including 7,187,500 founder shares. The extraordinary general meeting is scheduled for April 29, 2026, at 9:00 a.m. Eastern Time in São Paulo, Brazil, with virtual access via https://www.cstproxy.com/gp-act3/2026 or phone options available. Public shareholders may elect to redeem shares at the trust pro-rata amount prior to 5:00 p.m. Eastern Time on April 27, 2026, by physically tendering certificates to Continental Stock Transfer & Trust Company or using DTC’s DWAC system. The Extension Amendment Proposal requires a special resolution approving at least two-thirds of voting shares present at the meeting, while the Trust Amendment Proposal requires affirmative votes from holders of at least 65% of all issued and outstanding ordinary shares. The board explicitly stated both proposals are mutually conditional, meaning rejection of one nullifies the other. Founders and executives intend to vote in favor, and the board unanimously recommended approval. Why it matters: 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.
What changed: GP-Act III Acquisition Corp.'s annual report on Form 10-K for fiscal year ended December 31, 2025, filed March 26, 2026 — a SPAC shell-company periodic report with audited financial statements, MD&A, risk factors, trust account disclosures and a going-concern qualification. No initial business combination has been announced and management states it has not yet selected a target or entered a definitive agreement. The Company reports the Combination Period as May 13, 2026 absent extension, and the auditor expresses substantial doubt about going concern. Trust Account assets rose to $309,180,211, with Class A ordinary shares subject to possible redemption carried at $10.75 per share at December 31, 2025, up from $10.32 per share. Outside cash fell to $112,660 from $483,572. Net income was $11,891,655, driven by $12,443,573 of interest earned on Trust Account marketable securities, partially offset by $551,918 of general and administrative expenses. The Company disclosed that on December 11, 2025 it engaged ING Bank N.V., London branch for advisory services in connection with the proposed business combination, with a success fee payable upon completion of that specific transaction, and it amended an unsecured promissory note with Boxcar Partners Two, LLC, increasing principal from $125,000 to $130,000. It also disclosed a $1,313 advance from the Sponsor and a $5,254 due-from-Sponsor balance. Why it matters: 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.
What changed vs 2025-03-28trust $296.7M → $309.2M +4%sponsor loan $628K → $400Ktrust account, sponsor loans outstanding, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $296.7M$309.2M
- Sponsor loans outstanding
- $628K$400K
- Combination deadline
- 2026-05-13 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus on high potential businesses based in the… · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $12,443,573 was added to the trust between the two filings.
The clause …“operating activities. As of December 31, 2025, we had marketable securities held in the Trust Account of $309,180,211 (including approximately $21,680,211 of interest income). We may withdraw interest from the Trust Account to pay”…
SpacBrain reads this as $228,182 of sponsor debt has come off.
The clause …“Initial Public Offering. As of December 31, 2025, there was a total amount of $400,000 outstanding under such promissory notes, of which $200,000 remains outstanding under the promissory note with GP Sponsor, $100,000 remains”…
The clause …“unable to raise additional funds to alleviate liquidity needs and complete a business combination by May 13, 2026, unless extended, then the Company will cease all operations except for the purpose of liquidating. The liquidity”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” Risks Relating to Our Search for, and Consummation of, or Inability to Consummate, a”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption as of as of December 31, 2025 and 2024) — — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A preliminary Schedule 14A proxy statement convening an Extraordinary General Meeting to solicit shareholder approval for three proposals: amending the Articles to extend the business combination deadline, amending the Trust Agreement to extend the trust liquidation date, and authorizing meeting adjournment if votes are insufficient. The board proposes moving the consummation and trust liquidation deadline from May 13, 2026 to November 13, 2026, conditioned on simultaneous approval of both the Extension Amendment Proposal and the Trust Amendment Proposal. Public shareholders may elect to redeem shares prior to the vote for a per-share cash price equal to the aggregate Trust Account deposit divided by then-outstanding Class A ordinary shares. The company states it is 'currently negotiating the Potential Business Combination' but has not signed a definitive agreement, leading the board to conclude a May 13, 2026 timeline is insufficient to hold a shareholder vote and close the transaction. Sponsor HoldCo and other initial shareholders holding 7,187,500 founder shares (20.0% of total outstanding) intend to vote in favor of all proposals. Co-sponsors, directors, officers, and affiliates may purchase public shares privately to secure votes or limit redemptions, though they state they have 'no current commitments, plans or intentions' and have not formulated terms. Neither the current Trust Account balance nor the anticipated per-share redemption price is disclosed in the filing, appearing only as blanked placeholders. If either amendment fails or negotiations terminate before the meeting, the company will wind down by May 13, 2026, redeeming shares for trust deposits less up to $100,000 for dissolution expenses, after which warrants expire worthless and founder shares receive nothing. Why it matters: 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.
What changed: Amendment to Schedule 13G (beneficial ownership report). The filing carries an '/A' designation indicating it amends a prior Schedule 13G submission. The provided excerpt lists four affiliated entities as reporting parties: Bank of Montreal, Bank of Montreal Holding Inc., BMO Nesbitt Burns Inc., and Bank of Montreal Europe Public Limited Company. No numerical data is present in the text provided: there are no disclosed share counts, percentage-of-outstanding-stake figures, acquisition dates, purchase prices, or explicit declarations of how voting or investment power has shifted relative to the earlier report. Why it matters: For a SPAC in the DEAL_ANNOUNCED phase approaching a 2026-11-13 resolution date, amendments of this type typically track whether large financial institutions are maintaining, building, or reducing positions ahead of redemption windows or extension votes. Because the excerpt omits all quantitative metrics and any statements regarding intent to redeem or vote, it does not mechanically alter the $10.95 trust/share value, trigger an automatic extension provision, or reflect sponsor conduct changes. The entry remains relevant for investors monitoring cross-border BMO corporate aggregation and eventual proxy alignment, but full text access is required to confirm whether the group's aggregate >5% threshold, purchase date, or passive/explicit status was modified.
What changed: A Schedule 13G beneficial ownership report filed by Bank of Montreal, Bank of Montreal Holding Inc., BMO Nesbitt Burns Inc., and Bank of Montreal Europe Public Limited Company identifying themselves as reporting persons for their aggregate holdings in GP-Act III Acquisition Corp. The filing places these four affiliated institutions on the public record as owners of GPAT securities, but the provided excerpt contains no share counts, percentage thresholds, acquisition or disposition dates, or allocations of sole versus shared voting and investment power. It does not amend the disclosed trust value of $10.95 per share, alter the redemption/extension deadline of 2026-11-13, update the DEAL_ANNOUNCED classification, or modify any sponsor conduct provisions, business combination agreement terms, or lock-up schedules. Why it matters: 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.
What changed: Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed by GP-Act III Acquisition Corp., a blank-check company seeking a business combination. Trust value has increased to $306,202,278 (from $296,736,638 at Dec. 31, 2024). The redemption value per share has increased to $10.65 (from $10.32). Working capital deficit of $362,297. Cash on hand fell to $145,453 from $483,572. Net income of $3.1 million for Q3 2025 and $9.0 million for nine months 2025, both from interest on trust assets. Trust is now invested in U.S. Treasury securities (maturing Dec. 18, 2025). No business combination has been announced, and no extension vote or tender offer is described. The filing identifies a substantial doubt about going concern if no deal closes by May 13, 2026. Why it matters: 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.
What changed vs 2025-08-13trust $303.0M → $306.2M +1%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $303.0M$306.2M
- Combination deadline
- 2026-05-13 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $400K · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $3,232,187 was added to the trust between the two filings.
The clause …“Held in Trust Account At September 30, 2025, substantially all the assets held in the Trust Account amounting to $ 306,202,278 were invested in U.S. Treasury Securities. At December 31, 2024, substantially all the assets held in the”…
The clause …“costs in pursuit of the consummation of a business combination. We initially have until May 13, 2026 to consummate the initial business combination (assuming no extensions). If we do not complete a business combination, we will trigger”…
The clause …“determined that the mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“As of September 30, 2025 and December 31, 2024, there was a total amount of $ 400,000 outstanding under such promissory notes, being $ 200,000 , $ 100,000 and $ 100,000 under the GPIAC II, LLC, Boxcar Partners Two, LLC and IDS III LLC”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption as of as of September 30, 2025 and December 31, 2024) — — Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A — routine compliance exhibit. Karpus Management, Inc. filed an amendment to its beneficial ownership report to update its disclosed position in GPAT, though the provided excerpt does not specify the altered share count, percentage ownership, or acquisition dates. No filings addressing redemption deadlines, trust distribution mechanics, merger completion milestones, or sponsor conduct modifications are included. Why it matters: Per Karpus Management, Inc.’s submission, the amendment serves as a standard regulatory update; the excerpt contains zero quantitative data, customer acknowledgments, revenue figures, market size estimates, strategic roadmaps, technology disclosures, partnership terms, litigation allegations, or personnel changes. Without those elements, the filing does not alter the stated mechanics surrounding redemptions, trust value, extension timelines, deal progress, or sponsor behavior.
What changed: A Schedule 13G/A, which is a routine compliance exhibit and amendment to a Statement of Beneficial Ownership of Securities filed by Polar Asset Management Partners Inc. This excerpt identifies Polar Asset Management Partners Inc. as the reporting holder for the amended Schedule 13G/A. The provided text contains no share quantities, ownership percentages, transaction dates, or purchase prices, so no specific change in beneficial ownership can be detailed. Regarding your tracked SPAC mechanics, this filing excerpt contains zero references to the business combination deadline, trust valuation, redemption mechanics, extension procedures, deal execution status, or sponsor behavior. Why it matters: Attributed solely to Polar Asset Management Partners Inc., the document functions as a standard securities law disclosure without triggering immediate action items for redemptions, extensions, or merger approvals. It makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Consequently, it does not alter investor timelines or valuation models. Substantive updates on the business combination will require proxy statements, tender offer documents, or prospectus amendments rather than this routine ownership report.
What changed: Schedule 13G (beneficial ownership report). Meteora Capital, LLC filed a Schedule 13G disclosing beneficial ownership of GPAT securities. The provided excerpt contains no share counts, ownership percentages, transaction dates, or alterations to existing positions. Why it matters: This is a routine regulatory disclosure for institutional holders exceeding the statutory ownership threshold. It contains no information regarding the trust account, redemption mechanics, business combination progress, sponsor conduct, PIPE investments, or extension proposals. It does not impact shareholder voting rights, liquidity timelines, or capital stack dynamics.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025. Trust account increased to $302.97M (from $296.74M) due to interest income; cash decreased to $246k; working capital deficit of $236k; net income of $2.98M for Q2 and $5.89M YTD; redemption value per share rose from $10.32 to $10.54; sponsor advances increased by $45k; going concern disclosure reiterated; no business combination announced. Why it matters: 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.
What changed vs 2025-05-14trust $299.8M → $303.0M +1%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $299.8M$303.0M
- Combination deadline
- 2026-05-13 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $400K · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $3,126,072 was added to the trust between the two filings.
The clause …“Account At June 30, 2025 and December 31, 2024, substantially all the assets held in the Trust Account amounting to $ 302,970,091 and $ 296,736,638 , respectively, were held in money market funds, which are invested primarily in”…
The clause …“costs in pursuit of the consummation of a business combination. We initially have until May 13, 2026 to consummate the initial business combination (assuming no extensions). If we do not complete a business combination, we will trigger”…
The clause …“determined that the mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“As of June 30, 2025 and December 31, 2024, there was a total amount of $ 400,000 outstanding under such promissory notes, being $ 200,000 , $ 100,000 and $ 100,000 under the GPIAC II, LLC, Boxcar Partners Two, LLC and IDS III LLC”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption as of as of June 30, 2025 and December 31, 2024) — — Class B ordinary shares, $ 0.0001 par value; 20,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A amended beneficial ownership report (routine compliance exhibit). This amended filing, dated 2025-08-12 and referenced as [0001062993-25-014214], identifies holders MMCAP International Inc. SPC and MM Asset Management Inc. Per the document’s text, no specific share quantities, percentage thresholds, or transaction dates are disclosed. Consequently, redemption calculation mechanics, the stated $10.95 per-share trust reference, extension voting timelines relative to the November 13, 2026 deadline, and sponsor conduct tracking remain unaltered by this submission. Why it matters: According to the filers, this amendment updates SEC disclosure records for the named institutional holders. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Investors monitoring GPAT rely on such 13G/A filings to track large-shareholder positioning trends ahead of the announced business combination, though the filing itself remains a standard regulatory disclosure rather than a statement of operational intent or deal progression.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2025. Trust value increased from $296,736,638 to $299,844,019; redemption value per share increased from $10.32 to $10.43; cash decreased from $483,572 to $376,572; working capital deficit increased to $156,302; no business combination announced or identified; no extensions or loans outside trust; sponsor advanced $44,938 for working capital; going concern doubt noted. Why it matters: Provides current financial condition of the SPAC: trust is above par, but operating cash is low and deficit exists. Deadline is May 13, 2026 (about 12 months away). No deal progress disclosed, increasing risk of failure to meet deadline. Interest income is adding to trust value, but burn rate needs monitoring.
What changed vs 2024-11-13trust $293.2M → $299.8M +2%trust account, combination deadline, sponsor loans outstanding +21 moved · 4 with no prior record of ours
- Trust account
- $293.2M$299.8M
- Combination deadline
- not previously extracted2026-05-13
- Sponsor loans outstanding
- not previously extracted$400K
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $6,596,037 was added to the trust between the two filings.
The clause …“Account At March 31, 2025 and December 31, 2024, substantially all the assets held in the Trust Account amounting to $ 299,844,019 and $ 296,736,638 were held in money market funds, respectively, which are invested primarily in Treasury”…
The clause …“costs in pursuit of the consummation of a business combination. We initially have until May 13, 2026 to consummate the initial business combination (assuming no extensions). If we do not complete a business combination, we will trigger”…
The clause …“As of March 31, 2025 and December 31, 2024, there was a total amount of $ 400,000 outstanding under such promissory notes, being $ 200,000 , $ 100,000 and $ 100,000 under the GPIAC II, LLC, Boxcar Partners Two, LLC and IDS III LLC”…
The clause …“determined that the mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption as of as of March 31, 2025 and December 31, 2024) — — Class B ordinary shares, $ 0.0001 par value; 20,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G/A — beneficial ownership report. This document is a Schedule 13G/A — beneficial ownership report. In its own terms, it functions as a periodic regulatory update filed to declare changes in beneficial ownership of publicly traded equity. Bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the provided excerpt introduces no alterations to GPAT’s merger timeline, trust distribution mechanics, extension vote procedures, target selection status, or sponsor governance frameworks. It identifies only two reporting entities—MMCAP International Inc. SPC and MM Asset Management Inc.—without disclosing share quantities, ownership percentages, transaction dates, consideration paid, or method of acquisition. Why it matters: Without quantified position data, the filing cannot inform institutional positioning relative to the SPAC’s $10.95 trust/share metric or its 2026-11-13 deadline. The excerpt contains no attributed claims regarding customer relationships, historical or projected revenue, market size estimates, go-to-market strategy, proprietary technology, strategic alliances, pending or threatened litigation, or executive personnel movements. As a bare-holder register, its immediate utility for redemption forecasting, liquidity assessment, or sponsor conduct monitoring is nil until the accompanying schedule pages specifying aggregate shares, acquisition blocks, and joint-filer agreements are reviewed. Absent those figures, the document signals compliance maintenance rather than capital structure or valuation catalysts.
What changed: annual report on Form 10-K for fiscal year ended December 31, 2024, filed by GP-Act III Acquisition Corp., a blank-check SPAC. The 10-K reports the SPAC's first full fiscal year as a public company after its IPO in May 2024. Key metrics: trust value $296.7M (including $9.2M interest earned), cash $483,572, working capital $43,750, net income $8.7M (all from trust interest). The trust per-share redemption value has accrued to $10.32 from the $10.00 IPO price. The auditor includes a going-concern explanatory paragraph citing liquidity risk if a business combination is not completed by the May 13, 2026 deadline. Promissory notes from co-sponsors total $400,000 outstanding. No business combination target has been selected; the company states no substantive discussions with any target have occurred. Director Independence board compliance now required and satisfied. Compensation and other corporate governance committees have been formed. Why it matters: 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.
What changed: A Schedule 13G/A amendment reporting changes in beneficial ownership of GP-Act III Acquisition Corp., filed by Barclays PLC. Barclays PLC identified itself as the reporting holder submitting an amended beneficial ownership disclosure, but the provided excerpt discloses no share quantities, ownership percentages, acquisition or disposition dates, or purpose statements. Accordingly, no new information impacts the stated redemption window, trust account mechanics, extension schedule, business combination status, or sponsor behavior. Why it matters: Institutional investors file 13G/A amendments to update the SEC when their aggregate holdings cross reporting thresholds, adjust position sizes, or clarify investment intent. The complete filing would reveal whether Barclays PLC accumulated or reduced exposure ahead of potential shareholder redemptions, merger votes, or liquidation deadlines. The excerpt contains no operational or financial assertions; Barclays PLC made no public claims regarding customer contracts, revenue trajectories, market size, corporate strategy, proprietary technology, partnership agreements, pending litigation, or executive personnel in this compliance submission.
What changed: A Schedule 13G joint filing agreement (Exhibit 99.1) submitted under SEC Rule 13d-1(k) to coordinate a single beneficial ownership report on behalf of six affiliated holder entities and individuals. The filing text contains no adjustments to the redemption calendar, trust account valuation per share, business combination deadline, extension voting mechanisms, or pending acquisition milestones. It does not modify sponsor conduct requirements, lock-up terms, or any mechanics governing shareholder redemptions. The submission is strictly procedural, establishing that each signatory accepts responsibility for the completeness and accuracy of information concerning their own holdings and roles, while disclaiming liability for the disclosures of the other co-filers. Why it matters: Investors tracking governance continuity and post-merger oversight will note the explicit personnel attributions documented within the signature block: Antonio Bonchristiano is identified as chief executive officer of GP-Act III Acquisition Corp., Fersen Lamas Lambranho as co-chairman, and Rodrigo Boscolo listed in officer and director capacities across GP-Act III Sponsor LLC, GPIAC II, LLC, GPIC, LLC, and GP Investments, Ltd. The document makes no claims regarding customers, revenue, market size, corporate strategy, technology, commercial partnerships, litigation, or financing terms. No numerical figures appear in the exhibit text aside from the signing date (March 5, 2025) and SEC accession number; therefore, no calculations, rounding, or imported trust conventions apply.
What changed: Schedule 13G/A — beneficial ownership report [routine compliance exhibit]. The submitted text lists only the document designation, SEC identifier [0001072613-25-000144], and reporting entity Karpus Management, Inc. It provides no data on share quantities, ownership percentages, or transaction history, and contains zero references to redemption windows, trust account balances, deadline extensions, target development, or sponsor actions. Why it matters: As a minimal header extract for a post-acquisition ownership update, the excerpt does not affect the disclosed November 13, 2026 conversion period, the established $10.95 per-share trust valuation, or any pending business combination. Because the filing omits the accompanying schedule pages that would specify current holdings, amendment intent, or related-party arrangements, investors tracking liquidity mechanics, capital preservation, or sponsor behavior cannot draw actionable conclusions from this fragment alone.
What changed: Schedule 13G beneficial ownership report identifying HGC Investment Management Inc as the reporting holder. The excerpt names HGC Investment Management Inc as the filer but discloses no share quantities, ownership percentages, transaction dates, or filing purpose. It contains no modifications, confirmations, or challenges to the redemption window mechanics, the per-share trust balance, the termination date, extension voting parameters, merger progress, or sponsor conduct. Why it matters: No substantive claims, financial metrics, or operational assertions were made by HGC Investment Management Inc in the submitted text. Because the filing excerpt lacks ownership thresholds, trading activity, target business updates, or governance commentary, it does not advance investor understanding of the SPAC conversion timeline, redemption valuation, or deal execution risk. Without accompanying exhibit pages, the filing bears no material impact on capital allocation or merger signaling.
What changed: A Schedule 13G/A, identified in the filing header as a beneficial ownership report amendment, submitted by MMCAP International Inc. SPC and MM Asset Management Inc. The amendment updates a prior regulatory disclosure to reflect a reportable shift in the aggregate shares beneficially owned by the two listed investment entities. The provided excerpt does not specify the direction of the change, the exact percentage or volume of shares affected, or whether the amendment reflects an acquisition, disposition, affiliate aggregation, or clerical correction. Why it matters: The document contains no data or assertions regarding redemption windows, trust account valuations, extension proposals, business combination execution, or sponsor conduct. It similarly omits all claims regarding customer bases, revenue figures, market sizing, strategic direction, technological capabilities, partnership arrangements, litigation posture, or executive appointments. Because the submission consists solely of entity names and filing classification, it operates exclusively as a passive compliance entry tracking shareholder aggregation. Market participants monitoring capital return schedules, trust payout mechanics, or merger milestone velocity will find no operative guidance or transactional signal within this record.
What changed: Schedule 13G (Amendment) filed pursuant to Rule 13d-1(b) by Polar Asset Management Partners Inc., a non-U.S. institution registered with the Ontario Securities Commission, disclosing beneficial ownership of Class A ordinary shares, par value $0.0001 per share, in GP-Act III Acquisition Corp. This filing reports no adjustments to the trust value ($10.95 per share), redemption deadline (2026-11-13), announced deal status, or sponsor conduct. As of September 30, 2024, Polar Asset Management Partners Inc. beneficially owns 1,674,996 shares, representing 5.8% of the class. The reporting person retains sole voting power over 1,674,996 shares, sole dispositive power over 1,674,996 shares, 0 shared voting power, and 0 shared dispositive power. The document contains no claims regarding target customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. In a certification signed by Andrew Ma, Chief Compliance Officer, on November 14, 2024, the filer states the securities were not acquired or held for the purpose of changing or influencing control of the issuer, nor in connection with any transaction having that effect. Why it matters: For investors tracking redemption windows, trust preservation, and business combination timelines, this confirms a known institutional blockholder maintained its position through late Q3 2024 without exercising joint control or initiating activism. The explicit passivity assertion and zero shared voting or dispositive powers indicate no coordinated effort to pressure the sponsor on valuation or timing ahead of the November 2026 deadline. While standard for holders maintaining positions above 5%, the disclosed stance suggests continued capital allocation discipline and does not independently trigger redemption accelerations, extension votes, or governance changes beyond standard regulatory oversight.
What changed: Routine compliance exhibit: a Schedule 13G joint filing disclosing beneficial ownership of Class A Ordinary Shares of GP-Act III Acquisition Corp. The filing, dated November 14, 2024, reports that as of September 30, 2024, First Trust Merger Arbitrage Fund holds 2,351,438 shares (8.18% of the class) and First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC collectively hold 2,587,500 shares (9.00%). All reporting persons hold sole voting and sole dispositive power. Signatories Joy Ausili and Chad Eisenberg attest the securities were acquired and are held in the ordinary course of business, not to change or influence control. Regarding your tracked mechanics, this document neither modifies trust value parameters, extends the issuer’s deadline, advances deal progress, nor comments on sponsor conduct. Why it matters: 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.
What changed: Schedule 13G under the Securities Exchange Act of 1934, filed to disclose beneficial ownership exceeding five percent of GP-Act III Acquisition Corp. Class A ordinary shares. The filing, executed by Henry Parkin as Authorized Signatory on November 14, 2024, reports that as of the triggering event date of September 30, 2024, AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC each beneficially own 1,838,146 Class A ordinary shares, par value $0.0001 per share, representing 6.39% of the outstanding class. Each entity retains sole voting power and sole dispositive power over all 1,838,146 shares. The document identifies principal business office locations at One Greenwich Plaza, Greenwich, CT 06830, and states that AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC, while AQR Arbitrage, LLC is deemed controlled by AQR Capital Management, LLC. Why it matters: Per the certification signed by Henry Parkin on behalf of the AQR reporting persons, the shares ‘were acquired and are held in the ordinary course of business’ and ‘were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.’ This Rule 13d-1(b) designation confirms the position is passive, meaning the filing introduces no new obligations or signals regarding the November 13, 2026 termination deadline, the trust account composition or value, extension negotiations, or the pending deal’s execution timeline. The filers make zero assertions about sponsor conduct, target company customers, revenue streams, market sizing, technology roadmaps, partnership frameworks, litigation posture, or executive personnel; all operational and strategic disclosures remain entirely absent. For redemption calendar tracking, the 6.39% block represents latent voting weight without active directional intent, requiring monitoring only if future filings shift from ordinary-course passive status to control-seeking or transaction-participating classifications.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2024. SPAC IPO closed May 13, 2024; trust funded with $287.5M. This 10-Q reports first quarter with trust account. Trust value increased to $293.25M ($10.20/share) from interest income. Net income $5.37M. No business combination announced. No changes to deadline (May 2026) or redemption terms. Why it matters: First quarterly report after IPO, showing trust per-share value growth to $10.20 due to interest, which affects future redemption value. Documents cash burn and operating expenses. Confirms no deal yet and no extension. Important for tracking trust account performance and sponsor conduct.
What changed vs 2024-08-14trust $289.4M → $293.2M +1%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $289.4M$293.2M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $3,799,919 was added to the trust between the two filings.
The clause …“At September 30, 2024 and December 31, 2023, substantially all the assets held in the Trust Account amounting to $ 293,247,982 and $0 were invested in U.S. Treasury Securities. At September 30, 2024, the Company’s portfolio of”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time which is considered to be one year from the date of the”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption as of September 30, 2024) — — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G filing by Karpus Investment Management disclosing beneficial ownership exceeding five percent of GP-Act III Acquisition Corp.’s common stock. Karpus Investment Management reports holding 2,994,189 shares as of September 30, 2024, representing 8.33% of the outstanding common stock. The filing confirms sole voting power over 2,994,189 shares and sole dispositive power over 2,994,189 shares, with zero shared voting or dispositive power. Karpus states it is controlled by City of London Investment Group plc but has established informational barriers preventing attribution of voting or investment power. Chief Compliance Officer Jodi L. Hedberg certified on November 13, 2024, that the securities were acquired and are held in the ordinary course of business and were not acquired for the purpose of changing or influencing control of the issuer. Why it matters: This filing does not alter the announced deal timeline, the 2026-11-13 redemption deadline, or the $10.95 per share trust calculation. It does, however, establish that a single registered investment adviser controls approximately 8.33% of the public voting pool, which is relevant for monitoring potential shareholder meeting dynamics or coordinated redemption behavior. Because Karpus explicitly certified an ordinary-course, non-control-purpose posture, the filing signals no activist positioning, no intention to force an extension vote, and no near-term threat to merger approval sequencing. For investors tracking sponsor conduct and capital market mechanics, this is a passive equity allocation update; for governance and proxy watchers, it caps one institutional voice at a defined fraction of the public float pending any subsequent transactions.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.