GP-Act III Acquisition Corp. Files S-1 Registration Statement

TL;DR

<b>GP-Act III Acquisition Corp. has filed an S-1 registration statement for its public offering.</b>

AI Summary

GP-Act III Acquisition Corp. (GPATW) filed a IPO Registration (S-1) with the SEC on April 19, 2024. GP-Act III Acquisition Corp. has filed an S-1 registration statement with the SEC. The company is incorporated in the Cayman Islands. The filing is dated April 19, 2024. The principal executive offices are located at 300 Park Avenue, 2nd Floor, New York, NY 10022. Rodrigo Boscolo is listed as the Chief Financial Officer.

Why It Matters

For investors and stakeholders tracking GP-Act III Acquisition Corp., this filing contains several important signals. This S-1 filing indicates the company is preparing for a public offering of securities, which could provide capital for future acquisitions or operations. The filing provides details on the company's structure, principal officers, and legal representation, offering transparency to potential investors.

Risk Assessment

Risk Level: low — GP-Act III Acquisition Corp. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain operational or financial performance data yet, making risk assessment limited at this stage.

Analyst Insight

Monitor future filings for details on the proposed offering, target acquisitions, and financial projections.

Key Numbers

• 333-278825 — SEC File Number (SEC File Number for the registration statement)
• 2024-04-19 — Filing Date (Date the S-1 was filed)

Key Players & Entities

• GP-Act III Acquisition Corp. (company) — Registrant
• Rodrigo Boscolo (person) — Chief Financial Officer
• Skadden, Arps, Slate, Meagher & Flom LLP (company) — Legal Counsel
• Ellenoff Grossman & Schole LLP (company) — Legal Counsel
• J. Mathias von Bernuth (person) — Esq.
• Douglas Ellenoff (person) — Esq.
• Stuart Neuhauser (person) — Esq.

FAQ

Industry Context

The filing is for a SPAC (Special Purpose Acquisition Company) which is a shell company that raises capital through an IPO to acquire an existing company.

Regulatory Implications

The S-1 form is a registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies intending to offer securities to the public.

What Investors Should Do

1. Review the full S-1 filing for details on the proposed offering structure and use of proceeds.
2. Track subsequent SEC filings for updates on the company's acquisition strategy and target identification.
3. Analyze the management team's experience and track record in previous ventures.

Key Dates

• 2024-04-19: S-1 Filing — Indicates the company's intent to offer securities to the public.

Year-Over-Year Comparison

This is the initial S-1 filing for GP-Act III Acquisition Corp., so there is no prior filing to compare against.

Key Financial Figures

• $250,000,000 — DATED , 2024 PRELIMINARY PROSPECTUS $250,000,000 GP-Act III Acquisition Corp. 25,000
• $0.20 — 000 $ 16,250,000 $ 233,750,000 (1) $0.20 per unit, or $5,000,000 in the aggregat
• $5,000,000 — $ 233,750,000 (1) $0.20 per unit, or $5,000,000 in the aggregate, is payable upon the c
• $0.45 — n is exercised or not. In addition, (i) $0.45 per unit sold in the base offering, or
• $11,250,000 — per unit sold in the base offering, or $11,250,000 in the aggregate, and (ii) $0.65 per un
• $0.65 — $11,250,000 in the aggregate, and (ii) $0.65 per unit sold pursuant to the underwrit
• $2,437,500 — option, if any, or up to an additional $2,437,500 in the aggregate, is payable to the und
• $250.0 million — warrants described in this prospectus, $250.0 million or $287.5 million if the underwriter&rs
• $287.5 million — d in this prospectus, $250.0 million or $287.5 million if the underwriter&rsquo;s over-allotme
• $10.00 — -allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as pro
• $100,000 — ination, including interest (less up to $100,000 of interest to pay dissolution expenses
• $1.00 — rivate placement warrants at a price of $1.00 per warrant ($237,500 in the aggregate)
• $237,500 — rrants at a price of $1.00 per warrant ($237,500 in the aggregate) in a private placemen
• $118,750 — rrants at a price of $1.00 per warrant ($118,750 in the aggregate) in a private placemen

Filing Documents

• tm243519d4_s-1.htm (S-1) — 1801KB
• tm243519d4_ex3-1.htm (EX-3.1) — 205KB
• tm243519d4_ex3-2.htm (EX-3.2) — 264KB
• tm243519d4_ex4-1.htm (EX-4.1) — 19KB
• tm243519d4_ex4-2.htm (EX-4.2) — 16KB
• tm243519d4_ex4-4.htm (EX-4.4) — 134KB
• tm243519d4_ex5-1.htm (EX-5.1) — 56KB
• tm243519d4_ex5-2.htm (EX-5.2) — 33KB
• tm243519d4_ex10-1.htm (EX-10.1) — 73KB
• tm243519d4_ex10-2.htm (EX-10.2) — 26KB
• tm243519d4_ex10-3.htm (EX-10.3) — 25KB
• tm243519d4_ex10-4.htm (EX-10.4) — 57KB
• tm243519d4_ex10-5.htm (EX-10.5) — 24KB
• tm243519d4_ex10-6.htm (EX-10.6) — 4KB
• tm243519d4_ex10-7.htm (EX-10.7) — 4KB
• tm243519d4_ex10-8.htm (EX-10.8) — 4KB
• tm243519d4_ex10-9.htm (EX-10.9) — 4KB
• tm243519d4_ex10-10.htm (EX-10.10) — 17KB
• tm243519d4_ex10-11.htm (EX-10.11) — 5KB
• tm243519d4_ex10-12.htm (EX-10.12) — 4KB
• tm243519d4_ex10-13.htm (EX-10.13) — 133KB
• tm243519d4_ex10-14.htm (EX-10.14) — 146KB
• tm243519d4_ex10-15.htm (EX-10.15) — 140KB
• tm243519d4_ex10-16.htm (EX-10.16) — 58KB
• tm243519d4_ex10-17.htm (EX-10.17) — 85KB
• tm243519d4_ex10-18.htm (EX-10.18) — 104KB
• tm243519d4_ex10-19.htm (EX-10.19) — 48KB
• tm243519d4_ex10-20.htm (EX-10.20) — 115KB
• tm243519d4_ex10-21.htm (EX-10.21) — 11KB
• tm243519d4_ex10-22.htm (EX-10.22) — 53KB
• tm243519d4_ex14.htm (EX-14) — 49KB
• tm243519d4_ex23-1.htm (EX-23.1) — 3KB
• tm243519d4_ex-filingfees.htm (EX-FILING FEES) — 37KB
• image_001.jpg (GRAPHIC) — 15KB
• image_003.gif (GRAPHIC) — 9KB
• 0001104659-24-049264.txt (&nbsp;) — 3794KB

Underwriting

Underwriting Discounts and Commissions (1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.65 $ 9.35 Total $ 250,000,000 $ 16,250,000 $ 233,750,000 (1) $0.20 per unit, or $5,000,000 in the aggregate, is payable upon the closing of this offering, independent of whether the underwriter's over-allotment option is exercised or not. In addition, (i) $0.45 per unit sold in the base offering, or $11,250,000 in the aggregate, and (ii) $0.65 per unit sold pursuant to the underwriter's over-allotment option, if any, or up to an additional $2,437,500 in the aggregate, is payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to Cantor Fitzgerald & Co. (&ldquo;Cantor&rdquo;) for its own account concurrently with completion of an initial business combination in the amounts set forth above, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also &ldquo;Underwriting&rdquo; for a description of underwriting compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250.0 million or $287.5 million if the underwriter&rsquo;s over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account maintained with 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 us to pay our franchise and income taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a sharehold

DILUTION

DILUTION 84 CAPITALIZATION 86 MANAGEMENT&rsquo;S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 88 PROPOSED

BUSINESS

BUSINESS 94 MANAGEMENT 129 PRINCIPAL SHAREHOLDERS 139 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 142 DESCRIPTION OF SECURITIES 145 INCOME TAX CONSIDERATIONS 164

UNDERWRITING

UNDERWRITING 174 LEGAL MATTERS 185 EXPERTS 186 WHERE YOU CAN FIND ADDITIONAL INFORMATION 187 INDEX TO FINANCIAL STATEMENTS F-1 Until , 2024, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer&rsquo;s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the &reg; or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies&rsquo; trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. i SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under &ldquo;Risk Factors&rdquo; starting on page 41 and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: &middot; &ldquo;ACT III sponsor&rdquo; are to IDS III LLC, a Delaware limited liability company; &middot; &ldquo;amended and restated memorandum and articles of association&rdquo; are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; &middot; &ldquo;non-managing HoldCo investors&rdquo; means certain institutional investors (none of which are affiliated with any member of our manag

View Full Filing

View this S-1 filing on SEC EDGAR