GP-Act III Acquisition (GPAT) risk factors, FY2024 10-K

Other

1. 01Liquidity and Capital Resources
2. 02For the year ended December 31, 2023, cash used in operating activities was $10,970. Net loss of $14,041 was affected by changes in operating assets and liabilities used $2,000 of cash for operating activities and payment of operating expenses through advances from related party of $1,071
3. 03Off-Balance Sheet Arrangements
4. 04Critical Accounting Estimates
5. 05Net Income per Ordinary Share
6. 06Recent Accounting Standards
7. 07Evaluation of Disclosure Controls and Procedures
8. 08Management’s Report on Internal Controls over Financial Reporting
9. 09Changes in Internal Control over Financial Reporting
10. 10Item 9.B. Other Information
11. 11Item 10. Directors, Executive Officers and Corporate Governance
12. 12Fersen Lamas Lambranho, Co-Chairman of the Board of Directors
13. 13Antonio Bonchristiano, Chief Executive Officer
14. 14Steven L. Spinner, Co-Chairman of our Board of Directors
15. 15Rodrigo Boscolo, Chief Financial Officer
16. 16Alexandre Ruberti, Director
17. 17Sergio Pedreiro, Director
18. 18Number, Terms of Office and Election of Officers and Director
19. 19Committees of the Board of Directors
20. 20Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
21. 21Nominating and Corporate Governance Committee
22. 22The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms
23. 23In addition, members of our management team and our board of directors own founder shares and/or private placement warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination
24. 24The conflicts described above may not be resolved in our favor
25. 25ZICO Rising, Inc. Healthy coconut beverage company Director
26. 26Item 11. Executive Compensation
27. 27of Certain Beneficial Owners and Management and Related Stockholder Matters
28. 28(2) Unless otherwise noted, the business address of each of the following entities or individuals is c/o GP-Act III Acquisition Corp., 300 Park Avenue, 2nd Floor, New York, New York 10022, United States of America
29. 29(9) According to a Schedule 13G filed with the SEC on February 14, 2025, HGC Investment Management Inc has sole voting and dispositive power over the Class A ordinary shares reported herein. The business address of this reporting person is 1027 Yonge St, Suite 301, Toronto, ON, M4W 2K9
30. 30(15) According to a Schedule 13G filed with the SEC on November 17, 2024, Picton Mahoney Asset Management has sole voting and dispositive power over the Class A ordinary shares reported herein. The business address of this reporting person is 33 Yonge Street, #320, Toronto, ON M5E 1G4
31. 31Private Placement Warrants
32. 32General and Administrative Services
33. 33These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
34. 34The 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
35. 35Tax Fees. During the year ended December 31, 2024 and 2023, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning, respectively
36. 36Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors
37. 37Item 15. Exhibits, Financial Statement Schedules
38. 38Opinion on the Financial Statements
39. 39Total Liabilities and Shareholders’ Deficit $ 297,473,660 $ 530,238
40. 40Loss from operations (564,973 ) (14,041 )
41. 41$ (13,932,802 ) $ (13,932,083 )
42. 42Net income (loss) $ 8,671,665 $ (14,041 )
43. 43Net cash used in operating activities (584,718 ) (10,970 )
44. 44Net cash used in investing activities (287,500,000 )
45. 45Cash – Ending of the year $ 483,572 $ 1,208
46. 46NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
47. 47The Company is not limited to a particular industry or geographic region for purposes of completing a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies
48. 48Transaction costs amounted to $20,269,166 consisting of $5,000,000 of cash underwriting fee, $13,687,500 of deferred underwriting fee (see additional discussion in Note 6), and $1,581,666 of other offering costs
49. 49As of December 31, 2024, the Company had $483,572 in its operating bank account and working capital of $43,750
50. 50Cash and Cash Equivalents
51. 51Marketable Securities Held in Trust Account
52. 52Class A Redeemable Share Classification
53. 53Class A ordinary shares issuance costs (20,059,603 )
54. 54Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period
55. 55Class A Class B Class A Class B
56. 56Concentration of Credit Risk
57. 57Fair Value of Financial Instruments
58. 58The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually
59. 59Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis
60. 60Recently Issued Accounting Standards
61. 61NOTE 3 — INITIAL PUBLIC OFFERING
62. 62On March 7, 2024, the Co-sponsors formed Sponsor HoldCo, through which the Co-sponsors (i) hold their respective founder shares (as defined below) and (ii) purchased Private Placement Warrants
63. 63Promissory Notes — Related Parties
64. 64Administrative Services Agreement
65. 65Warrant Agreement Amendments
66. 66NOTE 7 — SHAREHOLDERS’ DEFICIT
67. 67NOTE 8 — FAIR VALUE MEASUREMENT
68. 68Marketable securities held in Trust Account $ — $ — $ — $ —
69. 69Market pricing adjustment 20.0 %
70. 70NOTE 9 — SEGMENT INFORMATION
71. 71The CODM reviews interest earned on the 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
72. 72NOTE 10 — SUBSEQUENT EVENTS
73. 73104* Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101
74. 74Chief Executive Officer and Director