{"url_path":"/sec/gpat/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1834526/0001213900-26-056642-index.html","accession_number":"0001213900-26-056642","cik":"0001834526","ticker":"GPAT","issuer_name":"GP-Act III Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1834526/0001213900-26-056642-index.html","primary_entity_key":"0001834526","primary_entity_name":"GP-Act III Acquisition Corp."},"word_count":285,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity\nSecurities and Use of Proceeds.\n\n \n\nOn May 13, 2024, we consummated the Initial\nPublic Offering of 28,750,000 units, which includes the full exercise by the underwriter of its over-allotment option in the amount of\n3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Each Unit consists of one Class A ordinary share,\nand one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price\nof $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business\nCombination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.\n\n \n\nSimultaneously with the closing of the Initial\nPublic Offering, the Sponsor Hold Co and Cantor purchased an aggregate of 7,000,000 Private Placement Warrants at a price of $1.00 per\nPrivate Placement Warrant in a private placement. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary\nshare at a price of $11.50 per shares, subject to adjustments.\n\n \n\nWe incurred transaction costs amounting to $20,269,166\nconsisting of $5,000,000 of cash underwriting fee, $13,687,500 of deferred underwriting fee, and $1,581,666 of other offering costs.\n\n \n\nAfter deducting the underwriting fees (excluding\nthe deferred portion of $13,687,500, which amount will be payable upon consummation of our initial Business Combination, if consummated)\nand the offering expenses, the total net proceeds from the Initial Public Offering and the Private Placement was $287,918,334 of which\n$287,500,000 was placed in the Trust Account.\n\n \n\nFor a description of the use of the proceeds\ngenerated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report."}