Gp-act III Acquisition Corp

1. 1

   Extension Amendment Proposal

   ManagementBoard: FOR

   Amend the Company’s amended and restated memorandum and articles of association to extend the deadline for completing an initial business combination, ceasing operations, and redeeming public shares from November 13, 2026 to May 8, 2027.

   More detail

   Proposal 1 asks shareholders to amend the Company’s governing articles to extend the SPAC’s business-combination deadline from November 13, 2026 to May 8, 2027. The amendment also extends the related deadlines for ceasing operations and redeeming public shares if no business combination is completed. Management is seeking the extension because the Company is negotiating a potential share-exchange transaction with an aerospace and logistics technology company developing autonomous cargo aircraft. The parties signed a non-binding term sheet on July 10, 2026, have exchanged transaction-document drafts, retained financial and legal advisers, and describe negotiations as advanced. The proposed transaction remains uncertain because the term sheet is largely non-binding and the parties may fail to execute a definitive agreement or consummate the transaction. Management cites complex legal, regulatory, tax, and cross-border structuring issues as reasons additional time may be required. Approval of this proposal is expressly conditioned on approval of the separate Trust Amendment Proposal, so one amendment will not take effect without the other. Public shareholders may elect to redeem shares in connection with the extension, while shareholders retaining their shares preserve future voting and redemption rights in connection with a later business combination. The board unanimously recommends voting FOR because it believes the extension gives the Company and shareholders an opportunity to complete and evaluate the Potential Business Combination rather than liquidating on November 13, 2026.

2. 2

   Trust Amendment Proposal

   ManagementBoard: FOR

   Amend the Investment Management Trust Agreement to extend from November 13, 2026 to May 8, 2027 the date on which the trustee must liquidate the Trust Account if the Company has not completed an initial business combination.

   More detail

   Proposal 2 asks shareholders to approve an amendment to the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company. The amendment would move the trust-account liquidation date from November 13, 2026 to May 8, 2027 if the Company has not completed an initial business combination. This change is intended to align the trust arrangement with the proposed extension of the Company’s completion deadline under Proposal 1. The Company says the extension is needed to continue negotiating and potentially close a proposed share exchange with an aerospace and logistics technology target. The transaction is not yet definitive, and completion remains subject to negotiations, regulatory matters, financing and other closing conditions. The amendment would also permit withdrawals from the Trust Account to fund redemptions properly submitted in connection with the extension. Public shares issued upon conversion of founder shares would remain excluded from redemption distributions. Approval of Proposal 1 is a condition to implementation of Proposal 2, and the Company will not implement either amendment unless both are approved. If the amendments fail and no business combination is completed by November 13, 2026, the Company expects to redeem public shares and liquidate. The board unanimously recommends voting FOR because it considers the trust-account extension necessary to preserve the shareholders’ opportunity to evaluate and potentially approve the Potential Business Combination.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further proxy solicitation and voting on the extension proposals or where the board determines adjournment is otherwise necessary.

   More detail

   Proposal 3 asks shareholders to authorize the board to adjourn the Extraordinary General Meeting to a later date or dates. The authority may be used if there are insufficient votes for, or other issues relating to, the Extension Amendment Proposal or the Trust Amendment Proposal. It may also be used when the board determines that adjournment is otherwise necessary. The stated purpose is to permit further solicitation and voting rather than immediately abandoning the proposed amendments. The proposal will only be presented if the required votes for the extension proposals are not otherwise available or the board determines that adjournment is necessary. The board may not adjourn the meeting beyond November 13, 2026. Approval requires an ordinary resolution supported by a majority of the ordinary shares represented and entitled to vote at the meeting. Abstentions and broker non-votes count toward quorum but do not count as votes cast. The adjournment proposal does not itself extend the business-combination deadline or alter the Trust Agreement. The board unanimously recommends voting FOR to preserve flexibility to obtain additional shareholder votes and complete the solicitation process.

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When is the Gp-act III Acquisition Corp 2026 special meeting?

Gp-act III Acquisition Corp (GPAT) holds its 2026 special shareholder meeting on Thursday, November 12, 2026.

What is the record date for the Gp-act III Acquisition Corp 2026 meeting?

The record date for the Gp-act III Acquisition Corp 2026 meeting is Wednesday, October 14, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Gp-act III Acquisition Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Gp-act III Acquisition Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.