GPAC Files 8-K: Material Agreement, Equity Sales, Officer Changes

TL;DR

GPAC 8-K dropped: material agreement, equity sales, exec changes. Big moves ahead.

AI Summary

General Purpose Acquisition Corp. (GPAC) announced on December 2, 2025, that it entered into a material definitive agreement. The company also disclosed information regarding unregistered sales of equity securities, departure of directors, election of directors, appointment of officers, compensatory arrangements, and amendments to its articles of incorporation. Additionally, GPAC reported other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by General Purpose Acquisition Corp., including a new material agreement and potential equity issuances, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• General Purpose Acquisition Corp. (company) — Filer of the 8-K
• 0002085408 (company) — Central Index Key for General Purpose Acquisition Corp.
• NASDAQ (company) — Exchange where GPAC's securities are listed

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 per share GPACW The Nasdaq Stock Ma
• $10.00 — ts"). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $230,000,000 — rating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Compa
• $6,600,000 — nit (for an aggregate purchase price of $6,600,000). Of those 660,000 Private Placement Un
• $225,376,487 — A total of $230,000,000, comprised of $225,376,487 of the proceeds from the IPO (which amo
• $9,200,000 — eds from the IPO (which amount includes $9,200,000 of the underwriters' deferred discount)
• $4,623,513 — he underwriters' deferred discount) and $4,623,513 representing certain proceeds of the sa

Filing Documents

• ny20054778x8_8k.htm (8-K) — 58KB
• ny20054778x8_ex1-1.htm (EX-1.1) — 219KB
• ny20054778x8_ex3-1.htm (EX-3.1) — 390KB
• ny20054778x8_ex4-1.htm (EX-4.1) — 126KB
• ny20054778x8_ex10-1.htm (EX-10.1) — 40KB
• ny20054778x8_ex10-2.htm (EX-10.2) — 80KB
• ny20054778x8_ex10-3.htm (EX-10.3) — 135KB
• ny20054778x8_ex10-4.htm (EX-10.4) — 38KB
• ny20054778x8_ex10-5.htm (EX-10.5) — 47KB
• ny20054778x8_ex10-6.htm (EX-10.6) — 18KB
• ny20054778x8_ex99-1.htm (EX-99.1) — 6KB
• ny20054778x8_ex99-2.htm (EX-99.2) — 6KB
• 0001140361-25-044361.txt ( ) — 1614KB
• gpac-20251202.xsd (EX-101.SCH) — 5KB
• gpac-20251202_def.xml (EX-101.DEF) — 19KB
• gpac-20251202_lab.xml (EX-101.LAB) — 29KB
• gpac-20251202_pre.xml (EX-101.PRE) — 21KB
• ny20054778x8_8k_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 4, 2025, General Purpose Acquisition Corp. (the "Company") consummated its initial public offering ("IPO") of 23,000,000 units (the "Units"), including 3,000,000 units sold pursuant to the full exercise of the underwriters' over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the "Class A Ordinary Shares"), and one-half of one redeemable warrant (the "Warrants"). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration An Underwriting Agreement, dated December 2, 2025, by and between the Company and Jefferies LLC, as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Warrant Agreement, dated December 2, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. A Letter Agreement, dated December 2, 2025 (the "Letter Agreement"), by and among the Company, its executive officers, its directors and the Company's sponsor, General Purpose Acquisition Corp Services LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated December 2, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Registration and S

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private sale of 660,000 units (the "Private Placement Units") at the IPO price of $10.00 per unit (for an aggregate purchase price of $6,600,000). Of those 660,000 Private Placement Units, the Sponsor purchased 430,000 Private Placement Units and Jefferies LLC, as representative for the underwriters, purchased 230,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share and one-half of one warrant. The Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 2, 2025, in connection with the IPO, Alexandros Argyros, Chele Farley, Jonathan Intrater and Warren Hosseinion were appointed to the board of directors of the Company (the "Board"). Mr. Argyros, Ms. Farley, Mr. Intrater and Mr. Hosseinion are independent directors. Effective December 2, 2025, Mr. Argyros, Ms. Farley and Mr. Intrater were appointed to the Board's Audit Committee, Mr. Argyros, Mr. Hosseinion and Mr. Intrater were appointed to the Compensation Committee, and Ms. Farley, Mr. Hosseinion and Mr. Argyros were appointed to the Nominating Committee, with Mr. Intrater serving as chair of the Audit Committee, Mr. Argyros serving as chair of the Compensation Committee and Ms. Farley serving as chair of the Nominating Committee. Following the appointment of Mr. Argyros, Ms. Farley, Mr. Hosseinion and Mr. In

03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On December 2, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the "Amended Charter"), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $230,000,000, comprised of $225,376,487 of the proceeds from the IPO (which amount includes $9,200,000 of the underwriters' deferred discount) and $4,623,513 representing certain proceeds of the sale of the Private Placement Shares, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of (i) in connection with the completion of the Company's initial business combination, (ii) the redemption of any Class A Ordinary Shares if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, redemption in connection with its initial business combination or to redeem 100% of the Class A Ordinary Shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. On December 2, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On December 4, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated December 2, 2025, by and between the Company and Jefferies LLC as representative of the underwriters. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, dated December 2, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Letter Agreement, dated December 2, 2025, by and among the Company, its executive officers, its directors and General Purpose Acquisition Corp Services LLC. 10.2 Investment Management Trust Agreement, dated December 2, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration and Shareholder Rights Agreement, dated December 2, 2025, by and among the Company, General Purpose Acquisition Corp Services LLC and the Holders signatory thereto. 10.4 Private Placement Units Purchase Agreement, dated December 2, 2025, by and between the Company and General Purpose Acquisition Corp Services LLC. 10.5 Private Placement Units Purchase Agreement, dated December 2, 2025, by and between the Company and Jefferies LLC. 10.6 Administrative Services and Indemnification Agreement, dated December 2, 2025, by and between the Company and General Purpose Acquisition Corp Services LLC. 99.1 Press Release, dated December 2, 2025. 99.2 Press Release, dated December 4, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL PURPOSE ACQUISITION CORP. By: /s/ Peter Georgiopoulos Name: Peter Georgiopoulos Title: Chairman and Chief Executive Officer Dated: December 4, 2025

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View this 8-K filing on SEC EDGAR