GP-Act III Acquisition Corp-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31,2024Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoToCommission file No.001-42046 GP-Act III Acquisition Corp.(Exact Name of Registrant as Specified in Its Charter) (212)430-4340(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-acceleratedfiler☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☒No☐ The registrant’s Class A ordinary shares were not independently listed on any exchange as of the last business day of the second fiscalquarter of 2024. The registrant’s Units begin trading on The Nasdaq Stock Market LLC on May 9, 2024 and the registrant’s Class Aordinary shares and public warrants began trading on The Nasdaq Stock Market LLC on July 1, 2024. The aggregate market value ofthe outstanding Units, other than Units held by persons who may be deemed affiliates of the registrant, computed by reference to theclosing price for the Units on June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, asreported on The Nasdaq Stock Market LLC was $288,362,500. As of March 28, 2025, there were28,750,000Class A ordinary shares, par value $0.0001 per share, and7,187,500Class B ordinaryshares, par value $0.0001 per share, issued and outstanding. GP-ACT III ACQUISITION CORP.FORM 10-K FOR THE YEAR ENDED DECEMBER31, 2024TABLE OF CONTENTS PART I. Item 1.Business.2Item 1.A.Risk Factors.9Item 1.B.Unresolved Staff Comments.48Item 1.C.Cybersecurity.48Item 2.Properties.48Item 3.Legal Proceedings.48Item 4.Mine Safety Disclosures.48 PART II.49 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.49Item 6.[Reserved].51Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.51Item 7.A.Quantitative and Qualitative Disclosure About Market Risk.54Item 8.Financial Statements and Supplementary Data.55Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.55Item 9.A.Controls and Procedures.55Item 9.B.Other Information.55Item 9.C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.55 PART III.56 Item 10.Directors, Executive Officers and Corporate Governance.56Item 11.Executive Compensation65Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.66Item 13.Certain Relationships and Related Transactions, and Director Indepen