GP-Act III Acquisition (GPAT) risk factors, FY2025 10-K

GP-Act III Acquisition's FY2025 10-K, filed Mar 26, 2026, lists 77 risk factors. Against the prior year's 74: 15 new, 12 dropped, 31 substantially reworded.

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Risk factors listed
770 groups
New this year
15vs 74 last year
Dropped
12since the prior 10-K
Substantially reworded
31of those kept
Section length
27k wordsItem 1A

What the changes say

  • The company relies on interest income from marketable securities to generate net income while facing working capital deficits.
  • Management must complete an initial business combination before May 13, 2026 to avoid liquidation.
  • Initial shareholders control all director appointments and own 20% of shares.

What changed since the prior 10-K

New

  • New

    For the year ended December 31, 2025, we had a net income of $11,891,655, which consisted of interest earned on marketable securities held in the Trust Account of $12,443,573, partially offset by general and administrative expenses of $551,918

    For the year ended December 31, 2025, net income was $11,891,655, driven by $12,443,573 in trust account interest and offset by $551,918 in expenses.

  • New

    (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements

    Management assessed internal control over financial reporting as effective at December 31, 2025, without an independent auditor attestation due to emerging growth company status.

  • New

    Eve Air Mobility Aircraft company Director

    We may pursue a business combination with an affiliate of our sponsor or directors, requiring an independent fairness opinion and majority independent director approval.

  • New

    (15) According to a Schedule 13G filed with the SEC on August 14, 2025, Meteora Capital, LLC has shared voting and dispositive power over the Class A ordinary shares reported herein. The business address of this reporting person is 1200 N Federal Hwy, #200, Boca Raton FL 33432

    Meteora Capital, LLC reported shared voting and dispositive power over Class A shares, while initial shareholders own 20% and control all director appointments.

  • New

    Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 — —

    As of December 31, 2025, we had 7,187,500 Class B ordinary shares outstanding and a total shareholders' deficit of $14,484,001.

  • New

    Basic and diluted net income per ordinary share, Class B $ 0.33 $ 0.34

    Basic and diluted net income per Class B ordinary share was $0.33 for 2025, following historical share surrenders and capitalizations.

  • New

    Interest earned on marketable securities held in Trust Account ( 12,443,573 ) ( 9,236,638 )

    Operating cash flows were affected by $12,443,573 in interest earned on marketable securities and minor changes in prepaid and accrued expenses.

  • New

    Cash – end of the period $ 112,660 $ 483,572

    Cash at the end of 2025 was $112,660, with no deferred underwriting fees or legal fees payable remaining.

  • New

    As of December 31, 2025, the Company had $ 112,660 in its operating bank account and a working capital deficit of $ 446,501

    We have until May 13, 2026 to consummate a business combination or face liquidation, and we may need additional loans from our sponsor.

  • New

    Class A Ordinary Shares Subject to Possible Redemption

    Public shares are classified outside permanent equity because they contain a redemption feature not solely within our control.

  • New

    Class A Ordinary Shares subject to possible redemption December 31, 2024 296,736,638

    Class A ordinary shares subject to possible redemption increased to $309,180,211 as of December 31, 2025, due to $12,443,573 in accretion.

  • New

    Advances from Related Party

    The sponsor advanced $1,313 for working capital purposes during 2025, and we recorded $5,254 as due from sponsor.

  • New

    Advisory Services Agreement

  • New

    At December 31, 2024, assets held in the Trust Account were comprised of $ 296,736,638 marketable securities held in Trust Account. During the year December 31, 2024, the Company did not withdraw any amount of interest earned on the Trust Account

  • New

    The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment

Dropped

  • Dropped

    For 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

  • Dropped

    ZICO Rising, Inc. Healthy coconut beverage company Director

    2023 operating cash flows and 2024 trust account marketable securities balance of $296,736,638.

  • Dropped

    (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

  • Dropped

    Total Liabilities and Shareholders’ Deficit $ 297,473,660 $ 530,238

  • Dropped

    $ (13,932,802 ) $ (13,932,083 )

  • Dropped

    Net income (loss) $ 8,671,665 $ (14,041 )

  • Dropped

    Cash – Ending of the year $ 483,572 $ 1,208

  • Dropped

    As of December 31, 2024, the Company had $483,572 in its operating bank account and working capital of $43,750

  • Dropped

    Class A Redeemable Share Classification

  • Dropped

    Fair Value of Financial Instruments

  • Dropped

    Marketable securities held in Trust Account $ — $ — $ — $ —

  • Dropped

    Market pricing adjustment 20.0 %

Reworded

  • 99% rewritten

    Management’s Report on Internal Controls over Financial Reporting

    Updated to include management's full responsibility for internal controls under Sarbanes-Oxley Section 404, replacing the prior transition period exemption disclosure.

  • 97% rewritten

    Tax Fees. During the years ended December 31, 2025 and 2024, our independent registered public accounting firms fees were approximately $4,160 and $0, respectively, for services related to tax compliance, tax advice and tax planning

    Updated tax compliance and planning fees to $4,160 for 2025 and added disclosure of $0 for other due diligence services.

    Was: Tax 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

  • 97% rewritten

    Net Income per Ordinary Share

    Revised earnings per share methodology to specify the two-class method and exclude accretion of redeemable Class A shares from earnings per share.

  • 96% rewritten

    NOTE 8 — FAIR VALUE MEASUREMENT

    Added classification of U.S. Treasury securities as held-to-maturity at amortized cost and updated trust account balance to $309,180,211 for 2025.

  • 94% rewritten

    Loss from operations ( 551,918 ) ( 564,973 )

    Updated operating loss to $551,918, net income to $11,891,655, and Class A weighted average shares to 28,750,000 for 2025.

    Was: Loss from operations (564,973 ) (14,041 )

  • 92% rewritten

    Recently Issued Accounting Standards

    Replaced ASU 2024-01 profit interest disclosure with an evaluation of ASU 2024-03 regarding expense disaggregation disclosures.

  • 84% rewritten

    Item 10. Directors, Executive Officers and Corporate Governance

    Updated the ages of directors and executive officers by one year for the 2025 reporting period.

  • 82% rewritten

    Changes in Internal Control over Financial Reporting

    Updated internal control changes disclosure to specify that no changes occurred during the most recent fiscal quarter of 2025.

  • 79% rewritten

    Recent Accounting Standards

  • 76% rewritten

    NOTE 9 — SEGMENT INFORMATION

  • 67% rewritten

    Net cash used in operating activities ( 372,225 ) ( 584,718 )

    Was: Net cash used in operating activities (584,718 ) (10,970 )

  • 65% rewritten

    Evaluation of Disclosure Controls and Procedures

  • 65% rewritten

    Net cash used in investing activities — ( 287,500,000 )

  • 64% rewritten

    Liquidity, Capital Resources and Going Concern

    Was: Liquidity and Capital Resources

  • 61% rewritten

    Cash and Cash Equivalents

  • 61% rewritten

    The 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

  • 60% rewritten

    Class A ordinary shares issuance costs ( 20,059,603 )

  • 58% rewritten

    Item 15. Exhibits, Financial Statement Schedules

  • 50% rewritten

    Opinion on the Financial Statements

  • 49% rewritten

    Administrative Services Agreement

  • 48% rewritten

    Level 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

  • 36% rewritten

    of Certain Beneficial Owners and Management and Related Stockholder Matters

  • 35% rewritten

    104* Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

  • 34% rewritten

    Chief Executive Officer and Director

  • 34% rewritten

    (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

  • 32% rewritten

    The 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

  • 29% rewritten

    Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period

  • 29% rewritten

    Promissory Notes — Related Parties

  • 28% rewritten

    The 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

  • 26% rewritten

    Class A Class B Class A Class B

  • 23% rewritten

    On 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

All 77 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01For the year ended December 31, 2025, we had a net income of $11,891,655, which consisted of interest earned on marketable securities held in the Trust Account of $12,443,573, partially offset by general and administrative expenses of $551,918New
  2. 02Liquidity, Capital Resources and Going Concern64% rewritten
  3. 03Off-Balance Sheet Arrangements
  4. 04Critical Accounting Estimates
  5. 05Net Income per Ordinary Share97% rewritten
  6. 06Recent Accounting Standards79% rewritten
  7. 07Evaluation of Disclosure Controls and Procedures65% rewritten
  8. 08Management’s Report on Internal Controls over Financial Reporting99% rewritten
  9. 09(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statementsNew
  10. 10Changes in Internal Control over Financial Reporting82% rewritten
  11. 11Item 9.B. Other Information
  12. 12Item 10. Directors, Executive Officers and Corporate Governance84% rewritten
  13. 13Fersen Lamas Lambranho, Co-Chairman of the Board of Directors
  14. 14Antonio Bonchristiano, Chief Executive Officer
  15. 15Steven L. Spinner, Co-Chairman of our Board of Directors
  16. 16Rodrigo Boscolo, Chief Financial Officer
  17. 17Alexandre Ruberti, Director
  18. 18Sergio Pedreiro, Director
  19. 19Number, Terms of Office and Election of Officers and Director
  20. 20Committees of the Board of Directors
  21. 21Each member of the audit committee is financially literate and our board of directors has determined that Sergio Pedreiro qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
  22. 22Nominating and Corporate Governance Committee
  23. 23The 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
  24. 24In 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
  25. 25The conflicts described above may not be resolved in our favor
  26. 26Eve Air Mobility Aircraft company DirectorNew
  27. 27Item 11. Executive Compensation
  28. 28of Certain Beneficial Owners and Management and Related Stockholder Matters36% rewritten
  29. 29(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
  30. 30(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 2K934% rewritten
  31. 31(15) According to a Schedule 13G filed with the SEC on August 14, 2025, Meteora Capital, LLC has shared voting and dispositive power over the Class A ordinary shares reported herein. The business address of this reporting person is 1200 N Federal Hwy, #200, Boca Raton FL 33432New
  32. 32Private Placement Warrants
  33. 33General and Administrative Services
  34. 34These 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
  35. 35The 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 rendered61% rewritten
  36. 36Tax Fees. During the years ended December 31, 2025 and 2024, our independent registered public accounting firms fees were approximately $4,160 and $0, respectively, for services related to tax compliance, tax advice and tax planning97% rewritten
  37. 37Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors
  38. 38Item 15. Exhibits, Financial Statement Schedules58% rewritten
  39. 39Opinion on the Financial Statements50% rewritten
  40. 40Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 — —New
  41. 41Loss from operations ( 551,918 ) ( 564,973 )94% rewritten
  42. 42Basic and diluted net income per ordinary share, Class B $ 0.33 $ 0.34New
  43. 43Interest earned on marketable securities held in Trust Account ( 12,443,573 ) ( 9,236,638 )New
  44. 44Net cash used in operating activities ( 372,225 ) ( 584,718 )67% rewritten
  45. 45Net cash used in investing activities — ( 287,500,000 )65% rewritten
  46. 46Cash – end of the period $ 112,660 $ 483,572New
  47. 47NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
  48. 48The 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 companies28% rewritten
  49. 49Transaction costs amounted to $ 20,269,166 consisting of $ 5,000,000 of cash underwriting fees, $ 13,687,500 of deferred underwriting fees (see additional discussion in Note 6), and $ 1,581,666 of other offering costs
  50. 50As of December 31, 2025, the Company had $ 112,660 in its operating bank account and a working capital deficit of $ 446,501 New
  51. 51Cash and Cash Equivalents61% rewritten
  52. 52Cash and Marketable Securities Held in Trust Account
  53. 53Class A Ordinary Shares Subject to Possible RedemptionNew
  54. 54Class A ordinary shares issuance costs ( 20,059,603 )60% rewritten
  55. 55Class A Ordinary Shares subject to possible redemption December 31, 2024 296,736,638New
  56. 56Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period29% rewritten
  57. 57Class A Class B Class A Class B26% rewritten
  58. 58Concentration of Credit Risk
  59. 59The 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
  60. 60Level 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 basis48% rewritten
  61. 61Recently Issued Accounting Standards92% rewritten
  62. 62NOTE 3 — INITIAL PUBLIC OFFERING
  63. 63On 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 Warrants23% rewritten
  64. 64Promissory Notes — Related Parties29% rewritten
  65. 65Administrative Services Agreement49% rewritten
  66. 66Advances from Related PartyNew
  67. 67Warrant Agreement Amendments
  68. 68Advisory Services AgreementNew
  69. 69NOTE 7 — SHAREHOLDERS’ DEFICIT
  70. 70NOTE 8 — FAIR VALUE MEASUREMENT96% rewritten
  71. 71At December 31, 2024, assets held in the Trust Account were comprised of $ 296,736,638 marketable securities held in Trust Account. During the year December 31, 2024, the Company did not withdraw any amount of interest earned on the Trust AccountNew
  72. 72NOTE 9 — SEGMENT INFORMATION76% rewritten
  73. 73The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segmentNew
  74. 74The 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 Agreement32% rewritten
  75. 75NOTE 10 — SUBSEQUENT EVENTS
  76. 76104* Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 10135% rewritten
  77. 77Chief Executive Officer and Director34% rewritten

Other GP-Act III Acquisition 10-Ks

  • FY2024 10-K risk factors
    74 risks

    This SPAC holds $296,736,638 in a Trust Account and faces potential conflicts of interest from directors with multiple affiliations.

    Filed Mar 28, 2025

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.