{"url_path":"/sec/gpatw/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1834526/0001213900-26-056065-index.html","accession_number":"0001213900-26-056065","cik":"0001834526","ticker":"GPAT","issuer_name":"GP-Act III Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1834526/0001213900-26-056065-index.html","primary_entity_key":"0001834526","primary_entity_name":"GP-Act III Acquisition Corp."},"word_count":460,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Non-Redemption Agreements**\n\n \n\nAs previously disclosed in a Current Report on Form 8-K filed by GP-Act\nIII Acquisition Corp., a Cayman Islands exempted company (the “Company”), with the U.S. Securities and Exchange Commission\n(the “SEC”) on May 12, 2026, the Company and GP-Act III Sponsor LLC, the Company’s sponsor (“Sponsor HoldCo”),\nentered into agreements (collectively, the “Non-Redemption Agreements”) with one or more third-party shareholders of the Company\n(each, an “Investor”) in exchange for such Investors agreeing (i) not to redeem (or to validly rescind any redemption requests\npreviously made in respect of), and (ii) to vote or consent (in person or by proxy) in favor of the Extension Amendment (as defined below)\nand the Trust Amendment (as defined below), with respect to an aggregate of 8,074,387 of the Company’s Class A ordinary shares,\npar value $0.0001 per share (the “Class A ordinary shares”), at the Extraordinary General Meeting (as defined below).\n\n \n\nPursuant to the Non-Redemption Agreements, Sponsor HoldCo\nhas agreed to transfer to such Investors an aggregate of 403,720 Class A ordinary shares of the Company promptly following the closing\nof the Company’s initial business combination, conditional on, among other matters, (i) such Investors not exercising (or having\nvalidly rescinded any prior exercise of) their redemption rights with respect to the Non-Redeemed Shares in connection with the Extraordinary\nGeneral Meeting, (ii) such Investors voting or consenting in favor of the Extension Amendment and the Trust Amendment at the Extraordinary\nGeneral Meeting and (iii) the Extension Amendment and the Trust Amendment being approved at the Extraordinary General Meeting.\n\n \n\nThe foregoing summary of the Non-Redemption Agreements does\nnot purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement, a copy of which was\nfiled as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2026 and is incorporated herein\nby reference.\n\n \n\nOn May 12, 2026, in connection with the Extraordinary General\nMeeting (as defined below), GP-Act III Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company\n(the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of May 8, 2024, to (i)\nextend the date before which the Company must complete a business combination (as defined below) from May 13, 2026 to November 13, 2026\nand (ii) extend the date on which the Trustee must liquidate the trust account established in connection with the Company’s\ninitial public offering if the Company has not completed its initial business combination from May 13, 2026 to November 13, 2026 (the\n“Trust Amendment”). A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated\nherein by reference."}