DEF 14A of GP-Act III Acquisition Corp.
Filed Mar 30, 20260001213900-26-036417
Q: What interests do Sponsor HoldCo, our co-sponsors, directors and officers have in the approval of the proposals?
Q: What interests do Sponsor HoldCo, our co-sponsors, directors and officers have in the approval of the proposals? A: Sponsor HoldCo, our co-sponsors, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, direct or indirect ownership of founder shares and warrants that may become exercisable in the future and advances that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extraordinary General Meeting — Interests of Sponsor HoldCo, Co-Sponsors, Directors and Officers.”
Interests of Sponsor HoldCo, our Co-Sponsors, Directors and Officers
Interests of Sponsor HoldCo, our Co-Sponsors, Directors and Officers When you consider the recommendation of our board, you should keep in mind that Sponsor HoldCo, our co-sponsors, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below: • If we do not consummate our initial business combination transaction by May 13, 2026, which is 24 months from the closing of our IPO, or by the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite number of votes (or, if such date is further extended at a duly called extraordinary general meeting, such later date), we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the founder shares, which are owned by Sponsor HoldCo and our other initial shareholders, would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our holders of our founder shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete our initial business combination within the required period. • In addition, simultaneously with the closing of our IPO, we consummated the sale of 7,000,000 private placement warrants at a price of $1.00 per warrant in a private placement to Sponsor HoldCo and Cantor. The warrants are each exercisable for one ordinary share at $11.50 per share. If we do not consummate our initial business combination by May 13, 2026, or by the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite number of votes (or, if such date is further extended at a duly called extraordinary general meeting, such later date) then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by Sponsor HoldCo and Cantor and their affiliate will be worthless. • Our directors and executive officers may continue to be directors and officers of any acquired business after the consummation of an initial business combination. As such, in the future they will receive any cash fees, stock options or stock awards that a post-business combination board of directors determines to pay to its directors and officers if they continue as directors and officers following such initial business combination. Certain of our directors are currently expected to continue as our directors after the consummation of the Potential Business Combination. • In order to protect the amounts held in the Trust Account, Sponsor HoldCo has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share and (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act. • Our co-sponsors have advanced funds to us for working capital purposes, including $520,000 as of the record date. These advances are non-interest bearing, unsecured and due at the earlier of the consummation of our initial business combination and the second anniversary of the consummation of the Initial Public Offering (i.e., May 13, 2026). If we do not complete our initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay such advances and any other working capital advances made to us, but no proceeds held in the Trust Account would be used to repay such advances and any other working capital advances made to us, and the co-sponsors may not be able to recover the value they have loaned us and any other working capital advances they may make.