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

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024Or Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes˗No˗ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes˗No˗ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas 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 besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer˗Non-accelerated filer˗ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.˗ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public 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 financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.˗ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod 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 ofthe second fiscal quarter of 2024. The registrant’s Units begin trading on The Nasdaq Stock Market LLC on May 9,2024 and the registrant’s Class A ordinary shares and public warrants began trading on The Nasdaq Stock MarketLLC on July 1, 2024. The aggregate market value of the outstanding Units, other than Units held by persons whomay be deemed affiliates of the registrant, computed by reference to the closing price for the Units on June 28, 2024,the last business day of the registrant’s most recently completed second fiscal quarter, as reported on The NasdaqStock Market LLC was $288,362,500. As of March 28, 2025, there were 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 7,187,500Class B ordinary shares, par value $0.0001 per share, issued and outstanding. GP-ACT III ACQUISITION CORP.FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024TABLE OF CONTENTS PagePART I.1 Item1.Business.2Item 1.A.Risk Factors.9Item 1.B.Unresolved Staff Comments.48Item 1.C.Cybersecurity.48Item2.Properties.48Item3.Legal Proceedings.48Item4.Mine Safety Disclosures.48 PART II.49 Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities.49Item6.[Reserved].51Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations.51Item 7.A.Quantitative and Qualitative Disclosure About Market Risk.54Item8.Financial Statements and Supplementary Data.55Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure.55Item 9.A.Controls and Procedures.55Item 9.B.Other Information.55Item 9.C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.55 Item10.Directors, Executive Officers and Corporate Governance.56Item11.Executive Compensation65Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters.66Item13.Certain Relationships and Related Transactions, and Director Independence.68Item14.Principal Accountant Fees and Services.72 Item15.Exhibits, Financial Statement Schedules.73 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORSUMMARY