NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

First Adjournment of Extraordinary General Meeting

On April 29, 2026, the Company convened an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”) at which shareholders were asked to vote on, among other things, (i) a proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a business combination from May 13, 2026 to November 13, 2026 (the “Extension Amendment Proposal”), and (ii) a proposal to amend the Investment Management Trust Agreement, dated May 8, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to extend the date on which the trustee must liquidate the trust account from May 13, 2026 to November 13, 2026 (the “Trust Amendment Proposal”). At the Extraordinary General Meeting, the only proposal submitted for a vote was the approval of the adjournment of the meeting to permit further solicitation and vote of proxies in connection with the Extension Amendment Proposal and the Trust Amendment Proposal (the “Adjournment Proposal”). The Adjournment Proposal was approved, and the Extraordinary General Meeting was adjourned to May 6, 2026.

Conversion of Founder Shares

On May 1, 2026, GP-Act III Sponsor LLC (“Sponsor HoldCo”) and the three independent directors of the Company, holding all of the issued and outstanding Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares,” also referred to as the “Founder Shares”), elected to convert all of their Class B ordinary shares into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A ordinary shares”), on a one-for-one basis, in accordance with the amended and restated memorandum and articles of association of the Company (the “Conversion”). As a result, 7,187,500 Class B ordinary shares were cancelled and 7,187,500 Class A ordinary shares were issued to Sponsor HoldCo and the three independent directors. Sponsor HoldCo and the three independent directors agreed that all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated May 8, 2024, by and among the Company, Sponsor HoldCo and the Company’s officers and directors (the “Letter Agreement”), including the voting agreement, transfer restrictions and the waiver of any right, title, interest or claim in or to any monies held in the trust account, shall continue to apply to the Class A ordinary shares into which the Founder Shares were converted. Following the Conversion, the Company had approximately 35,937,500 Class A ordinary shares issued and outstanding and no Class B ordinary shares issued and outstanding.

Second Adjournment of Extraordinary General Meeting

On May 6, 2026, the Company reconvened the Extraordinary General Meeting. The only proposal submitted for a vote was the Adjournment Proposal, which was approved by the Company’s shareholders. The Extraordinary General Meeting was adjourned to May 12, 2026, to permit further solicitation and vote of proxies in connection with the Extension Amendment Proposal and the Trust Amendment Proposal.

Approval of Extension

On May 12, 2026, the Company reconvened the Extraordinary General Meeting, at which holders of 30,864,730 of the Company's ordinary shares, representing approximately 85.88% of the ordinary shares outstanding and entitled to vote as of the record date, were represented in person or by proxy. The Company's shareholders approved the Extension Amendment Proposal and the Trust Amendment Proposal, with each proposal receiving 23,799,592 votes in favor, 7,065,138 votes against and no abstentions. In connection with the vote to approve the Extension Amendment Proposal, holders of 19,776,272 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.89 per share, for an aggregate redemption amount of approximately $215,421,832, leaving approximately $97,750,320 in the Trust Account. In connection with the Extraordinary General Meeting, the Company and Sponsor HoldCo entered into certain Non-Redemption Agreements with certain investors pursuant to which such investors agreed not to redeem, and to vote in favor of, the Extension Amendment Proposal and the Trust Amendment Proposal at the Extraordinary General Meeting with respect to an aggregate of 8,074,387 Class A ordinary shares, in exchange for Sponsor HoldCo's agreement to transfer an aggregate of 403,720 Class A ordinary shares to such investors promptly following the closing of the Company's initial business combination.