Does the GPAT founder share conversion affect shareholder voting power?

The company states that voting power is based on the combined holdings of Class A and Class B shares. Because the same holders simply changed share class, the conversion does not affect votes required to approve proposals or how votes are counted at shareholder meetings.

Founder shares converted to Class A at GP-Act III (GPAT)

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

GP-Act III Acquisition Corp. converted all of its Class B “Founder Shares” into Class A ordinary shares on a one-for-one basis. A total of 7,187,500 Class B shares were cancelled and 7,187,500 Class A shares were issued to the sponsor and three independent directors.

After this conversion, the company has approximately 35,937,500 Class A ordinary shares outstanding and no Class B shares. Because shareholder voting power is based on combined holdings of both classes, the company states that the conversion does not change voting outcomes for shareholder approvals.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Founder shares converted: 7,187,500 shares Class A shares outstanding: 35,937,500 shares Par value per share: $0.0001 per share +1 more

4 metrics

Founder shares converted 7,187,500 shares Class B ordinary shares converted into Class A on May 1, 2026

Class A shares outstanding 35,937,500 shares Class A ordinary shares outstanding after the conversion

Par value per share $0.0001 per share Par value of both Class A and former Class B ordinary shares

Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant for one Class A share

Key Terms

Founder Shares, trust account, Letter Agreement, redeemable warrants, +1 more

5 terms

Founder Shares financial

"the Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares”, also referred to as the “Founder Shares”)"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

trust account financial

"waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account established in connection with the Company’s initial public offering"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Letter Agreement financial

"all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated May 8, 2024"

redeemable warrants financial

"Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/04/2026 - 06:38 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4^th, 2026

GP-Act III Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42046	N/A
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

300 Park Avenue, 2^nd Floor, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

+1 (212) 430-4340

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	GPATU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	GPAT	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	GPATW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On Mat 1^st, 2026, GP-Act III Sponsor LLC, a Cayman Islands limited liability company (“Sponsor HoldCo”), and the three independent directors of GP-Act III Acquisition Corp. (the “Company”), holding all of the issued and outstanding Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares”, also referred to as the “Founder Shares”), elected to convert all of their Class B ordinary shares into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A ordinary shares”), on a one-for-one basis, in accordance with the amended and restated memorandum and articles of association of the Company (the “Conversion”). As a result, 7,187,500 of the Company’s Class B ordinary shares were cancelled, and 7,187,500 Class A ordinary shares were issued to Sponsor HoldCo and the three independent directors.

Sponsor HoldCo and the three independent directors agreed that all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated May 8, 2024, by and among the Company, Sponsor HoldCo and the Company’s officers and directors (the “Letter Agreement”), shall continue to apply to the Class A ordinary shares into which the Founder Shares were converted, including the voting agreement, transfer restrictions and the waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account established in connection with the Company’s initial public offering.

Following the Conversion, the Company has approximately 35,937,500 Class A ordinary shares issued and outstanding and no Class B ordinary shares issued and outstanding. A shareholder’s voting power consists of the combined voting power of the Class A ordinary shares and the Class B ordinary shares (prior to their conversion) owned beneficially by such shareholder. Therefore, there has been no impact on the votes required to approve proposals or on the counting of votes at any meeting of shareholders of the Company as a result of the Conversion.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GP-Act III Acquisition Corp.

Date: May 4^th, 2026	By:	/s/ Rodrigo Boscolo
		Name:	Rodrigo Boscolo
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did GP-Act III Acquisition Corp. (GPAT) announce in this 8-K?

GP-Act III Acquisition Corp. reported that its sponsor and three independent directors converted all Class B “Founder Shares” into Class A ordinary shares on a one-for-one basis, cancelling 7,187,500 Class B shares and issuing the same number of Class A shares.

How many GPAT founder shares were converted to Class A ordinary shares?

The sponsor and three independent directors converted 7,187,500 Class B founder shares into 7,187,500 Class A ordinary shares. The exchange followed the company’s amended and restated memorandum and articles of association and maintained the same total number of shares held by these parties.

How many GPAT Class A and Class B shares are outstanding after the conversion?

Following the conversion, GP-Act III Acquisition Corp. has approximately 35,937,500 Class A ordinary shares outstanding and no Class B shares outstanding. The filing specifies that this change affects only the share class mix, not the aggregate share count for those holders.

Do converted GPAT founder shares keep their original restrictions?

Yes. The sponsor and independent directors agreed that the terms in the existing Letter Agreement continue to apply to the new Class A shares, including voting agreements, transfer restrictions, and the waiver of any rights to funds held in the IPO trust account.

Who received the new GPAT Class A shares issued in the conversion?

The 7,187,500 new Class A ordinary shares were issued to GP-Act III Sponsor LLC and the company’s three independent directors. They previously held the same number of Class B founder shares that were cancelled in the conversion transaction described in the filing.

Filing Exhibits & Attachments

4 documents