Gp-act III Acquisition Corp

This proposal asks shareholders to approve a special-resolution amendment to the Company’s Amended and Restated Memorandum and Articles of Association to change the deadline by which the Company must complete an initial business combination, cease operations/wind up if it fails to complete a business combination, and redeem public shares from May 13, 2026 to November 13, 2026. Management is seeking this approval because the board is negotiating a potential business combination but has not yet entered into a definitive agreement and believes there may not be sufficient time before May 13, 2026 to finalize negotiation, hold a shareholder vote required for the business combination and consummate the closing. The proposed amendment triggers shareholder redemption rights (the “Election”) that allow public shareholders to redeem all or part of their public shares at a pro rata Trust Account price if the amendment is approved, and public shareholders retain redemption rights in connection with any future business combination vote. The Company discloses that approval of this amendment is conditional upon approval of a related Trust Agreement amendment and that both must be approved for either to be implemented; if only one passes, neither will take effect. The board’s recommendation to vote FOR is grounded in giving shareholders an opportunity to evaluate the potential transaction while preserving a contractual procedure for redemptions and limiting the Company’s immediate winding-up risk. Management notes material consequences: redemptions in connection with the Extension may reduce cash in the Trust Account and could impair the Company’s ability to satisfy closing conditions for a prospective target or otherwise consummate a transaction absent additional financing. The proposal includes specific governance changes to Articles 49.9 and 49.10 and, if approved, the Company will remain a reporting company and its securities will remain listed; if not approved the Company would likely liquidate pursuant to the existing Articles. Voting for the amendment therefore balances the potential benefit of capturing a value-creating business combination against the risk of dilution of the Trust Account through redemptions, the potential need for additional financing, and possible Nasdaq listing consequences if substantial redemptions occur.

This management proposal requests shareholder approval to amend the Trust Agreement so that the trustee will liquidate the Trust Account on November 13, 2026 (or such later shareholder-approved date) instead of May 13, 2026 if the Company has not completed an initial business combination. Management seeks this approval in tandem with the Articles amendment: both approvals are required to implement the Extension because the Trust Account governs the cash available to redeem public shareholders and fund a potential transaction. The amendment preserves the mechanics for pro rata withdrawal (the Withdrawal Amount) to pay redeeming holders if the Extension is implemented; any remaining funds would stay in the Trust Account to be used to consummate a business combination. The board recommends voting FOR to give shareholders the opportunity to evaluate the potential business combination and to provide management additional time to negotiate and close the transaction. The Company warns that redemptions in connection with the Extension will reduce funds remaining in the Trust Account and may necessitate raising additional financing, which may not be available on acceptable terms; large redemptions could also affect Nasdaq listing compliance. The approval threshold for this proposal (65% of issued and outstanding ordinary shares) is different from the special resolution required for the Articles amendment, and both votes must succeed to effect the Extension. If the Trust Amendment is not approved (or if both amendments are not approved), the board will abandon the Extension and the Company may be required to liquidate under its existing Articles. The proposal is procedural but materially linked to transaction timing, shareholder redemption rights and potential liquidity outcomes for public shareholders.

This proposal seeks shareholder authority to allow the board to adjourn the Extraordinary General Meeting to one or more later dates (but not beyond May 13, 2026) if there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if the board otherwise determines an adjournment is necessary. Management proposes this as a procedural backstop to enable additional solicitation of proxies and to increase the chance that the required vote thresholds can be met without abandoning the proposed amendments. The adjournment power is conditional and will only be presented if insufficient votes exist or the board deems it necessary; it is therefore contingent on the state of shareholder support at the meeting. The approval standard is a simple majority of votes cast by holders present and entitled to vote, and the board recommends voting FOR to preserve flexibility in the event shareholder support is close. The company notes that if the Adjournment Proposal is not approved, the board may be unable to adjourn the meeting to solicit additional proxies, potentially resulting in abandonment of the Extension if the requisite votes are not obtained. While routine in practice, the proposal has material implications because an adjournment could provide time to secure approvals that would enable the Extension and any associated potential transaction to proceed. Shareholders should weigh the benefit of additional solicitation time against any delay and the prospect of further redemptions that could follow extended solicitation.