Unless otherwise stated or the context requires otherwise, references in this Annual Report on Form 10-K (this “Annual Report”) to:
| ● | “ACT III sponsor” are to IDS III LLC, a Delaware limited liability company; |
| ● | “Boxcar sponsor” are to Boxcar Partners III, LLC, a Delaware limited liability company; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | co-sponsors are (i) prior to March 7, 2024, to GP sponsor and Act III sponsor, collectively, and (ii) following March 7, 2024 (including following the consummation of our Initial Public Offering), to GP sponsor, Act III sponsor and Boxcar sponsor, collectively; |
| ● | “founder shares” are to our Class B ordinary shares initially purchased by GP sponsor, our co-sponsor, in a private placement prior to this offering, a portion of which were subsequently transferred to our co-sponsor, Act III sponsor, and subsequently thereto transferred to Sponsor HoldCo and our three independent directors, as well as our Class A ordinary shares that will be issued upon conversion thereof as provided herein; |
| ● | “GP sponsor” are to GPIAC II, LLC, a Cayman Islands limited liability company, which is an affiliate of GP Investments; |
| ● | “GP Investments” refers to GP Investments, Ltd., an exempted company limited by shares incorporated and organized under the laws of Bermuda; |
| ● | “initial shareholders” are to Sponsor HoldCo and the three independent directors that held our founder shares prior to our initial public offering; |
| ● | “management” or our “management team” refer to our officers and directors; |
| ● | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| ● | “private placement warrants” are to the warrants issued to Sponsor HoldCo and Cantor in private placements simultaneously with the closing of our Initial Public Offering; |
| ● | “public shareholders” are to the holders of our public shares, including Sponsor HoldCo, our co-sponsors, any non-managing HoldCo investors, directors and officers to the extent such persons purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; |
| ● | “public warrants” are to our warrants sold as part of the Units in this offering (whether they are purchased in this offering or thereafter in the open market); |
| ● | “Sponsor HoldCo” are to GP-Act III Sponsor LLC, a Cayman Islands limited liability company, formed by our co-sponsors on March 7, 2024, which directly holds (i) all of the founder shares (other than the founder shares held by our three independent directors) and (ii) upon consummation of the warrant private placement that closed simultaneously with our Initial Public Offering, 4,500,000 private placement warrants; |
| ● | “warrants” are, collectively, to the public warrants and the private placement warrants; |
| ● | “warrant agreement” are, together, to our warrant agreement governing the warrants and private placement warrants; |
| ● | “we,” “us,” “our” or the “Company” are to GP-Act III Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company; and |
| ● | “$,” “US$” and “U.S. dollar” each refer to the United States dollar. |
