GP-Act III Acquisition Corp. 8-K

What Happened
GP-Act III Acquisition Corp. (filed 8-K May 5, 2026) announced that on May 1, 2026 its Sponsor HoldCo (GP-Act III Sponsor LLC) and the three independent directors converted all issued and outstanding Class B ordinary shares (Founder Shares) into Class A ordinary shares on a one-for-one basis under the company’s amended and restated memorandum and articles of association. As a result, 7,187,500 Class B shares were cancelled and 7,187,500 Class A shares were issued.

Key Details

• Conversion date: May 1, 2026; 8-K filed May 5, 2026.
• Shares changed: 7,187,500 Class B shares cancelled; 7,187,500 Class A shares issued.
• Post-conversion capitalization: approximately 35,937,500 Class A ordinary shares issued and outstanding; 0 Class B shares outstanding.
• Sponsor HoldCo (GP-Act III Sponsor LLC) and the three independent directors confirmed that the Letter Agreement (May 8, 2024) terms continue to apply to the converted shares, including voting agreement, transfer restrictions, and waiver of any claim to funds in the IPO trust account.

Why It Matters
This is an internal reclassification of founder (Class B) shares into common (Class A) shares and does not change the voting power structure or the votes required to approve shareholder proposals, per the filing. Investors should note the updated share count and that pre-existing contractual restrictions and agreements tied to the Founder Shares remain in effect for the converted Class A shares.