GP-Act III Acquisition Corp. filed a Form 8-K with the SEC on November 12, 2026, disclosing that on November 10, 2026, it and its sponsor entered into Non-Redemption Agreements covering an aggregate of 2,525,000 Class A ordinary shares ahead of an extraordinary general meeting scheduled for the same day as the filing.

Key Highlights

  • Shares covered: Investors agreed not to redeem an aggregate of 2,525,000 Class A ordinary shares, par value $0.0001 per share, included in the company's initial public offering.
  • Sponsor consideration: GP-Act III Sponsor LLC agreed to transfer an aggregate of 505,000 existing Class A ordinary shares (Founder Shares converted from Class B) to participating investors, contingent on the closing of an initial business combination.
  • Extension window: The proposals under vote sought to extend the deadline for completing a business combination from November 13, 2026 to May 8, 2027.
  • Dronamics tie-in: On November 3, 2026, the company entered into a Business Combination Agreement with Dronamics Group Limited, which expressly permits such non-redemption agreements provided all consideration is borne solely by Sponsor HoldCo.
  • Trust account protection: According to the filing, no funds held in the company's trust account will be used to pay any consideration under the Non-Redemption Agreements.
  • Exchange listing: The Class A ordinary shares trade on NASDAQ:GPAT; units trade as GPATU and redeemable warrants as GPATW, all on The Nasdaq Stock Market LLC.

GP-Act III Sponsor Commits Founder Shares to Secure Extension Votes

GP-Act III Acquisition Corp. is a Cayman Islands exempted blank-check company formed for the purpose of completing a merger, share exchange, asset acquisition, or similar business combination. The company raised capital through an initial public offering, with proceeds held in a trust account managed by Continental Stock Transfer and Trust Company as trustee under an Investment Management Trust Agreement dated May 8, 2024, as first amended on May 12, 2026.

According to the filing, the Non-Redemption Agreements require participating investors to refrain from redeeming, or to rescind any previously submitted redemption requests for, their covered shares, and to vote those shares in favor of both the Extension Amendment Proposal and the Trust Amendment Proposal at the November 12, 2026 extraordinary general meeting. The filing states that these agreements "are expected to increase the likelihood that the Extension Amendment Proposal and the Trust Amendment Proposal are approved" and to increase the funds remaining in the trust account after the meeting.

In exchange, Sponsor HoldCo will transfer 505,000 existing Founder Shares promptly following the closing of the initial business combination, subject to conditions including shareholder approval of both proposals, consummation of the business combination, and investor execution of joinders to the Letter Agreement dated May 8, 2024 and the Registration Rights Agreement dated May 8, 2024. The transferred shares will remain subject to the transfer restrictions in the Letter Agreement and, the filing notes, "will not be entitled to any funds held in the Company's trust account." Each Non-Redemption Agreement terminates on the earliest of several specified events, including failure to approve the proposals, liquidation of the company, or an investor exercising redemption rights with respect to any covered shares. The filing also notes that the company and Sponsor HoldCo may enter into additional, similar agreements in connection with the meeting.

What Was Disclosed

GP-Act III Acquisition Corp. disclosed entry into Non-Redemption Agreements on November 10, 2026, covering 2,525,000 Class A ordinary shares, with Sponsor HoldCo committing 505,000 Founder Shares as consideration, all in connection with proposed extension proposals and a pending business combination with Dronamics Group Limited.