General Purpose Acquisition (GPAC) risk factors, FY2025 10-K

General Purpose Acquisition's FY2025 10-K, filed Mar 27, 2026, lists 36 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
360 groups
Section length
13k wordsItem 1A

General Purpose Acquisition's biggest risks in the FY2025 10-K

  • General Purpose Acquisition Corp. operates as a blank check company formed to complete an initial business combination.
  • The company completed an initial public offering raising significant capital held in a trust account.
  • Operations are focused on sourcing and consummating a qualifying business combination.

The risks most specific to General Purpose Acquisition

  • Note 1 — Organization and Business Operations

    The company is a blank check company incorporated in the Cayman Islands solely to effect a merger or business combination.

  • Transaction costs amounted to $14,298,694, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee, and $498,694 of other offering costs

    Management holds broad discretion over the application of $14,298,694 in transaction costs and net proceeds intended for a business combination.

  • Liquidity and Capital Resources

    As of December 31, 2025, the company had $1,163,614 in cash and incurred significant costs pursuing financing and acquisition plans.

  • The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive

    Diluted net loss calculations exclude 11,500,000 Public Warrants because their exercise is contingent on future events and would be anti-dilutive.

  • Note 3 — Initial Public Offering

    The company sold 23,000,000 units at $10.00 per unit in its initial public offering, each consisting of one share and half a warrant.

  • Note 4 — Private Placement

    The sponsor and underwriters purchased 660,000 private placement units simultaneously with the initial public offering for $6,600,000.

  • Promissory Note — Related Party

    The sponsor agreed to loan the company up to $300,000 under a promissory note to cover initial public offering expenses.

  • Administrative Services Agreement

    The company pays the sponsor $25,000 per month for office space, secretarial, and administrative support under an administrative services agreement.

All 36 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Policy for Approval of Related Party Transactions
  2. 02The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered
  3. 03Audit-Related Fees. During the period from July 25, 2025 (inception) through December 31, 2025, our independent registered public accounting firms fees were $0 for services related to the issuance of consents
  4. 04Item 15. Exhibits , Financial Statement Schedules
  5. 05Description of Registrant’s Securities*
  6. 06Title: Chairman and Chief Executive Officer
  7. 07Opinion on the Financial Statements
  8. 08FOR THE PERIOD FROM JULY 25, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
  9. 09Note 1 — Organization and Business Operations
  10. 10Transaction costs amounted to $14,298,694, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee, and $498,694 of other offering costs
  11. 11Liquidity and Capital Resources
  12. 12Emerging Growth Company Status
  13. 13Cash and Cash Equivalents
  14. 14Offering Costs Associated with the Initial Public Offering
  15. 15The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature
  16. 16Derivative Financial Instruments
  17. 17Net Income per Ordinary Share
  18. 18The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive
  19. 19Basic net income per ordinary share
  20. 20Class A Ordinary Shares Subject to Possible Redemption
  21. 21Recently Adopted Accounting Standards
  22. 22Accounting Standards Not Yet Adopted
  23. 23Note 3 — Initial Public Offering
  24. 24Note 4 — Private Placement
  25. 25Note 5 — Segment Information
  26. 26The CODM reviews cash and marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement
  27. 27On August 11, 2025, the Company issued an aggregate of 5,750,000 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company
  28. 28Promissory Note — Related Party
  29. 29Administrative Services Agreement
  30. 30The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On December 4, 2025, the underwriters fully exercised their over-allotment option
  31. 31Class B Ordinary Shares — The Company is authorized to issue a total of 30,000,000 Class B ordinary shares at par value of $0.0001 each. As of December 31, 2025, there were 5,750,000 Class B ordinary shares issued and outstanding
  32. 32upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and
  33. 33Note 9 – Fair Value Measurements
  34. 34Recurring Fair Value Measurements
  35. 35Non- Recurring Fair Value Measurements
  36. 36Note 10 — Subsequent Events

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.