GP-Act III Acquisition Corp. Files Q1 2024 10-Q

TL;DR

GP-Act III Acquisition Corp. 10-Q filed: financials and corporate structure details for Q1 2024.

AI Summary

GP-Act III Acquisition Corp. filed its 10-Q for the period ending March 31, 2024. The company, formerly known as GP Investments Acquisition Corp. II, is incorporated in E9 and has its fiscal year end on December 31. The filing details financial information and corporate actions, including the issuance of founder shares and sponsor shares, and the status of retained earnings and additional paid-in capital as of March 31, 2024, and prior periods.

Why It Matters

This filing provides a snapshot of GP-Act III Acquisition Corp.'s financial health and corporate structure as of the first quarter of 2024, which is crucial for investors tracking the company's progress.

Risk Assessment

Risk Level: low — This is a routine quarterly filing providing financial and corporate information, with no immediate red flags.

Key Numbers

• $6.25M — Financial Figure (A specific monetary amount noted in the filing, potentially related to share capital or transactions.)
• 2024-03-31 — Reporting Period End Date (Indicates the end of the fiscal quarter for which financial information is reported.)
• 2020-12-02 — Name Change Date (Marks the date when the company officially changed its name from GP Investments Acquisition Corp. II.)

Key Players & Entities

• GP-Act III Acquisition Corp. (company) — Filer of the 10-Q
• GP Investments Acquisition Corp. II (company) — Former name of the filer
• 20240331 (date) — End of the reporting period
• 0001834526 (company) — Central Index Key for GP-Act III Acquisition Corp.
• 6250000 (dollar_amount) — A financial figure mentioned in the filing

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share GPAT The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share GPATW The Nasdaq Stock Ma

Filing Documents

• gpat-20240331x10q.htm (10-Q) — 579KB
• gpat-20240331xex31d1.htm (EX-31.1) — 14KB
• gpat-20240331xex31d2.htm (EX-31.2) — 14KB
• gpat-20240331xex32d1.htm (EX-32.1) — 9KB
• gpat-20240331xex32d2.htm (EX-32.2) — 8KB
• 0001410578-24-001033.txt ( ) — 3412KB
• gpat-20240331.xsd (EX-101.SCH) — 46KB
• gpat-20240331_cal.xml (EX-101.CAL) — 13KB
• gpat-20240331_def.xml (EX-101.DEF) — 170KB
• gpat-20240331_lab.xml (EX-101.LAB) — 291KB
• gpat-20240331_pre.xml (EX-101.PRE) — 249KB
• gpat-20240331x10q_htm.xml (XML) — 313KB

Financial Information

Part I. Financial Information

Interim Financial Statements

Item 1. Interim Financial Statements 1 Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 1 Condensed Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited) 2 Condensed Statements of Changes in Shareholders' Deficit for the three months ended March 31, 2024 and 2023 (Unaudited) 3 Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited) 4 Notes to Condensed Financial Statements (Unaudited) 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19

Quantitative and Qualitative Disclosures Regarding Market Risk

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 21

Controls and Procedures

Item 4. Controls and Procedures 22

Other Information

Part II. Other Information

Legal Proceedings

Item 1. Legal Proceedings 23

Risk Factors

Item 1A. Risk Factors 23

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 23

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 23

Other Information

Item 5. Other Information 23

Exhibits

Item 6. Exhibits 24

Signatures

Part III. Signatures 25 i Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Interim Financial Statements

Item 1. Interim Financial Statements. GP-ACT III ACQUISITION CORP. CONDENSED BALANCE SHEETS March 31, December 31, 2024 2023 (Unaudited) ASSETS Current assets Cash $ 153,197 $ 1,208 Prepaid expenses 8,053 2,100 Total Current Assets 161,250 3,308 Deferred offering costs 1,109,507 526,930 Total Assets $ 1,270,757 $ 530,238 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities Accrued offering costs $ 466,090 $ — Accrued expenses 17,680 — Promissory note–related parties 828,182 628,182 Total Current Liabilities 1,311,952 628,182 Deferred legal fee 116,487 — Total Liabilities 1,428,439 628,182 Commitments and Contingencies Shareholders' Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; none issued or outstanding — — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) 719 719 Additional paid-in capital 24,281 24,281 Accumulated deficit ( 182,682 ) ( 122,944 ) Total Shareholders' Deficit ( 157,682 ) ( 97,944 ) Total Liabilities and Shareholders' Deficit $ 1,270,757 $ 530,238 (1) Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter's over-allotment option is exercised (see Note 5). On February 1, 2021, the Company effected a share surrender pursuant to which 4,312,500 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. On December 17, 2021, the Company effected a share capitalization with respect to Class B ordinary shares of 2,395,834 shares, resulting in the GPIAC II, LLC (the "GP sponsor"), IDS III LLC (the "Act III sponsor" and prior to March 7, 2024, together with GP sponsor, th

View Full Filing

View this 10-Q filing on SEC EDGAR