GPAT · GP-Act III Acquisition Corp.

This 8-K reports a critical inflection point for GP-Act III Acquisition Corp., a special purpose acquisition company (SPAC) that has failed to complete a business combination by its original May 13, 2026 deadline. The adjournment of the Extraordinary General Meeting — originally called in April 2023 and now rescheduled to May 12, 2026 — is not procedural but existential: it enables the Company to seek shareholder approval for two interdependent amendments that would collectively extend its operational runway by six months. The Extension Amendment Proposal would revise the Company’s governing documents to push the business combination deadline, wind-down trigger, and mandatory redemption date from May 13, 2026 to November 13, 2026. Simultaneously, the Trust Amendment Proposal would extend the trustee’s obligation to liquidate the IPO trust account — holding proceeds from the initial public offering — from May 13, 2026 to November 13, 2026. Crucially, the Company has opened a narrow window for shareholders to reverse prior redemption elections, which directly affects the liquidity available to fund a potential deal or sustain operations. With 82.06% of issued and outstanding shares represented at the March 24, 2026 record date, the vote reflects broad but contested engagement: over 21.4 million shares supported the adjournment, while nearly 8.1 million opposed it — signaling meaningful dissent among public shareholders regarding further extension. Failure to secure approval of the underlying proposals at the adjourned meeting would trigger automatic wind-down and redemption, terminating the SPAC’s existence. Thus, this filing represents a make-or-break governance event with direct implications for capital preservation, deal viability, and investor optionality.