GP-Act III Acquisition Corp. is asking shareholders to approve amendments that would extend its business-combination deadline and the trust-account liquidation date from November 13, 2026, to May 8, 2027. Both amendments must pass for the extension to take effect, and the board recommends voting in favor. The additional time is intended to allow negotiations and a shareholder vote on a potential combination with an aerospace and logistics technology company developing autonomous cargo aircraft.
The parties signed a non-binding term sheet on July 10, 2026, and negotiations on a definitive agreement are described as advanced; they contemplate a share exchange, but the agreement and transaction remain prospective. Approximately $97.8 million remained in the trust account after earlier redemptions totaling approximately $215.4 million. Public shareholders may elect cash redemption in connection with the extension; those who do not elect retain future voting and redemption rights if the extension is implemented. If either amendment fails and no business combination is completed by November 13, 2026, the company says it would wind up and redeem public shares; warrants would expire worthless.
GP-Act III Acquisition Corp., a Cayman Islands SPAC, reported June 30, 2026 results while still seeking an initial business combination. Total assets were $98.4 million, almost entirely marketable securities in the Trust Account of $98.2 million after significant redemptions.
For the six months ended June 30, 2026, the company recorded net income of $2.44 million, driven by $4.48 million of interest on Trust investments, partially offset by $2.03 million of general and administrative expenses. During the extension vote, holders of 19,776,272 Class A shares redeemed for about $215.4 million, leaving 8,973,728 Class A shares subject to redemption at $10.95 per share.
Liquidity outside the Trust is tight, with cash of $10,586, a working capital deficit of $2.26 million, and $595,000 outstanding on related-party promissory notes. The business combination deadline was extended to November 13, 2026, and management disclosed that these liquidity conditions and the mandatory liquidation date raise substantial doubt about the company’s ability to continue as a going concern.
GP-Act III Acquisition Corp. received an amended Schedule 13G from First Trust Merger Arbitrage Fund and related entities stating they no longer hold any Class A Ordinary Shares. As of June 30, 2026, the reporting entities collectively owned 0 shares, representing 0.00% of the outstanding Class A Ordinary Shares.
First Trust Capital Management L.P. is described as investment adviser to various client accounts and may be deemed a beneficial owner when those accounts hold the issuer’s shares. However, FT Capital Management, First Trust Capital Solutions L.P., FTCS Sub GP LLC, and the fund all report no voting or dispositive power over any of the issuer’s shares in this amendment.
AQR Capital Management entities report a significant ownership position in GP-Act III Acquisition Corp. The group, including AQR Capital Management, LLC and related affiliates, reports beneficial ownership of 1,400,000 Class A ordinary shares, representing 8.66% of the class, with only shared, and no sole, voting or dispositive power.
Within this total, AQR Global Alternative Investment Offshore Fund, L.P. holds 838,420 shares, or 5.19% of the class, with voting and dispositive power exercised on a shared basis through AQR-managed entities. The filing is made jointly by multiple AQR entities reflecting their control and investment manager relationships.
GP-Act III Acquisition Corp. amendment to its Schedule 13G/A states that Karpus Management, Inc. reports 0.00 shares beneficially owned of Common Stock (CUSIP G4035N103), representing 0.00% of the class. The filing is signed by the Chief Compliance Officer on 06/05/2026.
GP-Act III Acquisition Corp Schedule 13G shows Polar Asset Management Partners Inc., as investment advisor to Polar Multi-Strategy Master Fund, reports beneficial ownership of 1,800,000 Class A ordinary shares, representing 11.1% of the class.
The filing states the reporting entity has sole power to vote and sole power to dispose for all 1,800,000 shares. The statement is signed by the Chief Compliance Officer on 06/04/2026.
GP-Act III Acquisition Corp. is a SPAC that has not yet completed a business combination and continues to earn only interest on its IPO proceeds. For the quarter ended March 31, 2026, it reported net income of $2.15 million, driven by $2.72 million of interest on trust investments, partially offset by $0.57 million of general and administrative expenses.
Cash outside the trust was $119,428, while the trust held $311.9 million invested mainly in Treasury-focused money market funds. The company carries a working capital deficit and discloses that the mandatory liquidation deadline of November 13, 2026 raises substantial doubt about its ability to continue as a going concern unless a merger closes in time.
Subsequent to quarter-end, shareholders approved an extension of the deadline from May to November 2026 but redeemed 19,776,272 Class A shares for about $215.4 million, leaving roughly $97.8 million in the trust. All 7,187,500 founder Class B shares were converted into Class A, resulting in 35,937,500 Class A shares outstanding.
GP-Act III Acquisition Corp. reconvened an Extraordinary General Meeting and shareholders approved an Extension Amendment and the Trust Amendment to extend the deadline to complete a business combination from May 13, 2026 to November 13, 2026. Holders representing approximately 85.88% of outstanding shares participated. In connection with the vote, holders of 19,776,272 Class A ordinary shares validly exercised redemption rights for aggregate cash redemptions of approximately $215,421,832, leaving approximately $97,750,320 in the trust account. The Company also disclosed Non-Redemption Agreements covering 8,074,387 Class A ordinary shares under which Sponsor HoldCo agreed to transfer an aggregate of 403,720 Class A ordinary shares to participating investors upon closing of a business combination, subject to conditions.
GP-Act III Acquisition Corp. obtained shareholder approval to extend the deadline to complete a business combination from May 13, 2026 to November 13, 2026 and to amend its trust agreement accordingly. This keeps the SPAC active for several more months instead of triggering a wind-up on the original date.
To support the extension, the sponsor entered into Non-Redemption Agreements covering 8,074,387 Class A ordinary shares, agreeing to transfer 403,720 Class A shares to participating investors after a successful business combination if they do not redeem and vote for the changes. At the extraordinary general meeting, 30,864,730 shares, or 85.88% of those entitled to vote, were represented, and the Extension Amendment and Trust Amendment each passed with 23,799,592 votes for and 7,065,138 against.
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 about $215.4 million, leaving approximately $97.8 million in the trust account to fund a future business combination.
GP-Act III Acquisition Corp. entered into non-redemption agreements with certain shareholders to support extending its deadline to complete a business combination. Investors agreed not to redeem and to vote in favor of extending the termination and trust liquidation dates from May 13, 2026 to November 13, 2026 for 8,074,387 Class A shares. In return, the sponsor will transfer an aggregate 403,720 Class A shares to these investors after a successful business combination, if specified voting and non-redemption conditions are met. These agreements are intended to increase both the chances of approval for the extension proposals and the cash remaining in the SPAC’s trust account.