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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 12, 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, 2nd
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 1.01.
Entry into a Material Definitive Agreement.
On
May 11, 2026, GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and GP-Act III Sponsor LLC,
the Company’s sponsor (“Sponsor HoldCo”), entered into agreements (collectively, the “Non-Redemption Agreements”)
with one or more shareholders of the Company (each, an “Investor”) in exchange for such Investors agreeing (i) not to redeem
(or to validly rescind any redemption requests previously made in respect of), and (ii) to vote or consent (in person or by proxy) in
favor of the Extension Amendment Proposal and the Trust Amendment Proposal (each as defined below), with respect to an aggregate of 8,074,387
of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares” and, such shares
subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”), at the Meeting (as defined below).
On
March 30, 2026, the Company filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the U.S. Securities
and Exchange Commission (the “SEC”) for the purpose of calling an extraordinary general meeting in lieu of an annual general
meeting of the shareholders of the Company (the “Meeting”) to vote on, among other things, (i) a proposal to amend the Company’s
amended and restated memorandum and articles of association (“Articles”) to extend the date by which the Company must (1)
consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if
it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares included as part of
the units sold in the Company’s initial public offering, from May 13, 2026 to November 13, 2026 (the “Extension Amendment
Proposal”), and (ii) a proposal to amend the Investment Management Trust Agreement, dated May 8, 2024, by and between the Company
and Continental Stock Transfer & Trust Company, as trustee, to extend the date on which the trustee must liquidate the trust account
established in connection with the Company’s initial public offering if the Company has not completed its initial business combination,
from May 13, 2026 to November 13, 2026 (the “Trust Amendment Proposal”).
In
exchange for the foregoing commitments by the Investors, Sponsor HoldCo has agreed to transfer to such Investors an aggregate of 403,720
Class A ordinary shares of the Company, at a ratio agreed between the parties promptly following the closing of the Company’s initial
business combination, conditional on, among other matters, (i) such Investors not exercising (or having validly rescinded any prior exercise
of) their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting, (ii) such Investors voting or consenting
in favor of the Extension Amendment Proposal and the Trust Amendment Proposal at the Meeting and (iii) the Extension Amendment Proposal
and the Trust Amendment Proposal being approved at the Meeting.
Each
Non-Redemption Agreement shall terminate on the earliest of (i) the failure of the Company’s shareholders to approve the Extension
Amendment Proposal and the Trust Amendment Proposal at the Meeting, (ii) the fulfillment of all obligations of the parties under the
Non-Redemption Agreement, (iii) the liquidation or dissolution of the Company, (iv) the mutual written agreement of the parties to the
Non-Redemption Agreement, and (v) the exercise by an Investor of its redemption rights with respect to the Non-Redeemed Shares or the
failure by such Investor to vote in favor of the Extension Amendment Proposal and the Trust Amendment Proposal at the Meeting.
The
Non-Redemption Agreements are expected to increase the likelihood that the Extension Amendment Proposal and the Trust Amendment Proposal
are approved by the Company’s shareholders at the Meeting and to increase the amount of funds that remain in the Company’s
trust account established in connection with the Company’s initial public offering following the Meeting. The Company and Sponsor
HoldCo may enter into additional, similar non-redemption agreements in connection with the Meeting.
The
foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Additional
Information
Important
Information About the Extension and Where to Find It
The
Company filed its Definitive Proxy Statement for the Extraordinary General Meeting with the SEC on March 30, 2026 to consider and vote
upon, among other things, the Extension Amendment Proposal and the Trust Amendment Proposal, and, beginning on or about March 30, 2026,
first mailed the Proxy Statement and other relevant documents to its shareholders as of the March 24, 2026 record date for the Extraordinary
General Meeting. The Company’s shareholders and other interested persons are advised to read the Definitive Proxy Statement and
any amendments and supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC, in connection
with the Company’s solicitation of proxies for the Extraordinary General Meeting to be held to approve, among other things, the
Extension Amendment Proposal and the Trust Amendment Proposal, because these documents will contain important information about the Company,
the Extension Amendment Proposal and the Trust Amendment Proposal. Shareholders may also obtain a copy of the Definitive Proxy Statement,
as well as other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by
directing a request to the Company’s proxy solicitor, Sodali & Co., GPAT.info@investor.sodali.com.
Participants
in the Solicitation
The
Company and certain of its directors, executive officers and other members of management and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies of the Company’s shareholders in connection with the extension. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s shareholders in connection with
the extension is set forth in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025 and the
Definitive Proxy Statement and any amendments thereto that have been filed with the SEC. Shareholders, potential investors and other
interested persons should read the Definitive Proxy Statement carefully before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated above.
Forward-Looking
Statements
The
information included herein and in any oral statements made in connection herewith include “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are
not limited to, statements regarding the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the consummation
of any potential business combination and the funds that will remain in the trust account following any redemptions. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business,
market, financial, political and legal conditions; the inability of the Company to successfully or timely implement the Extension Amendment
Proposal and the Trust Amendment Proposal or that the approval of the shareholders of the Company is not obtained; the amount of redemption
requests made by the Company’s public shareholders; and those factors described or referenced in the Company’s filings with
the SEC, including under the heading “Risk Factors”. If any of these risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the
Company presently knows or that the Company currently believes are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans
or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause
the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point
in the future, the Company specifically disclaims any obligation to do so except as otherwise required by applicable law. These forward-looking
statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date hereof. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell, nor a solicitation of an offer
to buy, any securities in connection with the Extension Amendment Proposal, the Trust Amendment Proposal or otherwise, or the solicitation
of a proxy, consent or authorization in any jurisdiction pursuant to or in connection with the Extension Amendment Proposal, the Trust
Amendment Proposal or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction or otherwise in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an exemption therefrom, and otherwise in accordance with applicable law.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Non-Redemption Agreement. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 12, 2026 |
By: |
/s/ Rodrigo Boscolo |
| |
|
Name: |
Rodrigo Boscolo |
| |
|
Title: |
Chief Financial Officer
(Principal Financial and
Accounting Officer) |
