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.
GP-Act III Acquisition Corp. outlines plans to enter into non-redemption agreements with one or more third-party shareholders to support extending its deadline to complete a business combination. The proposed Extension Amendment and Trust Amendment would move the current May 13, 2026 termination dates to November 13, 2026.
In these non-redemption agreements, shareholders would agree not to redeem specified Class A ordinary shares and to vote in favor of the extension proposals. In return, GP-Act III Sponsor LLC anticipates transferring a negotiated number of Class A ordinary shares to these investors after the initial business combination closes.
GP-Act III Acquisition Corp. held an extraordinary general meeting on May 6, 2026 and shareholders approved adjourning the meeting to allow more time to solicit proxies on two key extension proposals. The adjournment proposal passed with 21,424,593 votes for, 8,064,137 against and 1,000 abstentions.
The adjourned meeting is scheduled for May 12, 2026, when shareholders will vote on extending the deadline to complete a business combination and to liquidate the SPAC’s trust account from May 13, 2026 to November 13, 2026. Holders who previously elected to redeem their Class A shares are permitted to reverse those redemption requests by contacting the transfer agent by 9:00 a.m. Eastern Time on May 12, 2026.
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.
GP-Act III Acquisition Corp. adjourned its extraordinary general meeting held on April 29, 2026 after shareholders approved an adjournment proposal to allow more time to solicit proxies. The meeting will reconvene on May 6, 2026 to vote on extending its business combination deadline and related trust agreement from May 13, 2026 to November 13, 2026.
Of 35,937,500 ordinary shares outstanding on the March 24, 2026 record date, 81.67% were represented, and the adjournment proposal received 21,313,393 votes for, 8,034,735 against and 1,000 abstentions. Shareholders who previously elected to redeem their public Class A shares may reverse their redemption requests by contacting the transfer agent by 9:00 a.m. Eastern Time on May 6, 2026.
Picton Mahoney Asset Management amended a Schedule 13G to report beneficial ownership of 1,375,000 Class A ordinary shares of GP-ACT III ACQUISITION CORP, equal to 4.78% of the class. The filing cites 28,750,000 Class A ordinary shares as of March 26, 2026 from the issuer's Form 10-K and is certified on 04/27/2026.
GP-Act III Acquisition Corp. is asking shareholders to extend its deadline to complete a business combination from May 13, 2026 to November 13, 2026. The meeting will also vote on amending the trust agreement and a possible adjournment to gather more votes.
Holders of Class A public shares can redeem shares in connection with the extension for cash equal to their pro rata share of the trust account. Based on $311,838,315.48 in the trust as of March 30, 2026, the estimated redemption price is about $10.84 per share.
If the extension or trust amendment is not approved, or if negotiations on the potential business combination end before the meeting, the SPAC plans to redeem all public shares and liquidate, with its warrants expiring worthless and founder shares receiving no trust proceeds.