GPAT · GP-Act III Acquisition Corp.

The Non-Redemption Agreements represent a strategic effort by GP-Act III Acquisition Corp. and its sponsor, GP-Act III Sponsor LLC, to secure shareholder support for critical extensions to the company's timeline for completing an initial business combination. By incentivizing third-party shareholders to forgo redemption rights on specified Class A ordinary shares and vote affirmatively on both the Extension Amendment Proposal and Trust Amendment Proposal, these arrangements aim to extend the deadline from May 13, 2026, to November 13, 2026. This preserves more capital in the trust account by reducing redemptions, providing additional runway for pursuing a merger, amalgamation, or similar transaction. The post-combination share transfer mechanism aligns interests between the sponsor and participating shareholders, though the exact number of shares and transfer ratio remain subject to negotiation. Termination provisions protect all parties by ending commitments if key conditions like approval or compliance fail. While not yet executed, these agreements, along with potential additional ones, signal proactive measures to mitigate liquidation risk ahead of the extraordinary general meeting.