GP-Act III Acquisition Corp.

DEF 14A 1 ea0308800-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

A Cayman Islands Exempted Company

(Company Number 368378)

300 Park Avenue, 2 nd Floor

New York, NY 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING

To Be Held at 9:00 a.m. Eastern Time on November 12, 2026

TO THE SHAREHOLDERS OF GP-Act III Acquisition Corp.:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of GP-Act III Acquisition Corp. (“we,” “us,” “our” or the “Company”) to be held at 9:00 a.m. Eastern Time on November 12, 2026 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at Avenida Brigadeiro Faria Lima, 3311, 7 th Floor, 04538-133, São Paulo, São Paulo, Brazil, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually via the Internet. You will be able to attend the Extraordinary General Meeting online, vote, view the list of shareholders entitled to vote at the Extraordinary General Meeting and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/gp-act 3/egm2026 or by phone dialing within the U.S. and Canada 1 800-450-7155 (toll-free) or outside of the U.S. and Canada +1 857-999-9155 (standard rates apply) and entering the conference identification number 3650298#. The accompanying proxy statement (the “Proxy Statement”), is dated October 26, 2026, and is first being mailed to shareholders of the Company on or about October 26, 2026. The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following proposals:

• a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) pursuant to an amendment to the Articles in the form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on May 13, 2024 (the “IPO”), from November 13, 2026 to May 8, 2027 (the “Extension” and, such date, the “Extended Date”);

• a proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated May 8, 2024, as first amended on May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from November 13, 2026 to May 8, 2027 (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”); and

• a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal or (ii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.

Each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.

The purpose of the Extension Amendment and the Trust Amendment is to allow us more time to enter into and complete a potential business combination that we are currently negotiating with a prospective target entity (the “Target” and the “Potential Business Combination”) in case such additional time is needed. On July 10, 2026, we

entered into a non-binding term sheet with the Target with respect to the Potential Business Combination. The Target is an aerospace and logistics technology company developing autonomous cargo aircraft and is currently in the pre-commercialization stage of development.

Since executing the term sheet, we and the Target have made substantial progress toward negotiating and finalizing a definitive business combination agreement (the “Business Combination Agreement”). We have engaged a renowned international financial advisor, and the parties have engaged legal counsel in the United States and several other relevant jurisdictions. The parties have exchanged multiple drafts of the Business Combination Agreement and related transaction documents, and negotiations are at an advanced stage. The parties currently contemplate that the Potential Business Combination will be structured as a share exchange pursuant to which the Target equity will be transferred to us in exchange for our shares at a determined exchange ratio. All parties are working toward finalizing and executing the Business Combination Agreement.

Except for certain customary provisions, the term sheet is non-binding, and there can be no assurance that we will enter into the Business Combination Agreement on the terms contemplated by the term sheet or at all, or, if we do, that the Potential Business Combination will be consummated.

The Articles provide that we have until November 13, 2026 to complete our initial business combination. The Potential Business Combination involves a number of complex legal, regulatory, tax and structuring considerations across multiple jurisdictions, which have contributed to the time required to negotiate and finalize the transaction documentation. While the parties have made substantial progress in addressing these matters, with negotiations now in their advanced stages, our board of directors (our “board”) believes that there may not be sufficient time before November 13, 2026 to hold an extraordinary general meeting at which to conduct a vote for the shareholder approvals required in connection with the Potential Business Combination and consummate the closing of the Potential Business Combination. Accordingly, our board believes that in order for us to finalize the negotiation of the Potential Business Combination, our shareholders to then evaluate the Potential Business Combination and for us to be able to potentially consummate the Potential Business Combination, we will need to obtain the Extension. However, if the Potential Business Combination negotiations are terminated before the Extraordinary General Meeting, we will not hold the Extraordinary General Meeting.

In connection with the Extension Amendment Proposal, public shareholders (as defined below) may elect to redeem their public shares(as defined below) for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO (whether purchased in the IPO or thereafter in the open market, but excluding any converted Class B ordinary shares, the “public shares”), and which election we refer to as the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Holders of public shares (the “public shareholders”) may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed our initial business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed initial business combination in the future, including the Potential Business Combination, if applicable, and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a proposed business combination, including the Potential Business Combination, if applicable, is completed. We are not asking you to vote on any proposed business combination, including the Potential Business Combination, at this time. If we enter into the Potential Business Combination, we intend to file (i) promptly thereafter a current report on Form 8-K with information about the Potential Business Combination, and (ii) in due course a separate proxy statement/prospectus pursuant to which we will seek approval of the Potential Business Combination, among other things, at a separate extraordinary general meeting. If the Extension is not approved, we may not be able to enter into, nor consummate, the Potential Business Combination. We urge you to vote at the Extraordinary General Meeting regarding the Extension. In addition, if you elect to redeem your shares at this time in connection with the Extension, sufficient

cash amounts may not remain in the Trust Account to permit the Company to satisfy a related closing condition that may be set forth in the transaction documents of the Potential Business Combination, if any. As a result, while the Target would have the right to waive any related closing condition in certain circumstances, the Potential Business Combination may not be consummated if there is not a sufficient amount of cash in the Trust Account as a result of redemptions of our shares in connection with the Extension, even if our shareholders vote to approve the Extension.

Based upon the amount in the Trust Account as of October 26, 2026, which was $99,392,076.68, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $11.07 at the time of the Extraordinary General Meeting. The closing price of the public shares on the Nasdaq Global Market on October 23, 2026, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $11.08. We cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ONNOVEMBER 10, 2026 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.

The purpose of the Trust Amendment is to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination, from November 13, 2026 to May 8, 2027.

The Adjournment Proposal, if adopted, will allow our board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders (i) in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal or (ii) where the Board has determined it is otherwise necessary.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we do not consummate our initial business combination by November 13, 2026, as contemplated by and in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, GP-Act III Sponsor LLC (“Sponsor HoldCo”) and certain other initial shareholders (including Andrew Fleiss, Alexandre Ruberti and Sergio Pedreiro) (the “other initial shareholders”), as holders of the Class A ordinary shares issued upon conversion of our Class B ordinary shares (the “founder shares”) will not be entitled to receive any monies held in the Trust Account in respect of those shares. On May 1, 2026, the holders of all of our issued and outstanding founder shares converted these shares into Class A ordinary shares on a one-for-one basis, and as a result, no Class B ordinary shares remain outstanding.

The approval of the Extension Amendment Proposal requires a special resolution under the Cayman Islands Companies Act and our amended and restated memorandum and articles of association, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The approval of

the Trust Amendment Proposal requires the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares. The approval of both the Extension Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board’s plan to (1) extend the date by which we must consummate an initial business combination and (2) enter into and consummate the Potential Business Combination. Therefore, our board will abandon and not implement either amendment unless our shareholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

The approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Act and our amended and restated memorandum and articles of association, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Our board has fixed the close of business on October 14, 2026 as the record date for determining the shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof.

After careful consideration of all relevant factors, our board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Under our amended and restated memorandum and articles of association, no other business may be transacted at the Extraordinary General Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your ordinary shares.

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote in person at the Extraordinary General Meeting (including by virtual means as provided herein). If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank (including by virtual means as provided herein). Your failure to vote or instruct your broker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or brokernon-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on November 12, 2026: This notice of extraordinary general meeting and the accompanying Proxy Statement are available athttps://www.cstproxy.com/gp-act 3/egm2026.

A Cayman Islands Exempted Company

(Company Number 368378)

300 Park Avenue, 2 nd Floor

New York, NY 10022