GP-Act III Acquisition Corp-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission 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) 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 if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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. 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 Section 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 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 aggregate market value of the registrant’s Class A ordinary shares outstanding, other than shares held by persons who may bedeemed affiliates of the registrant, computed as of June 30, 2025 (the last business day of the registrant’s most recently completedsecond fiscal quarter), was approximately $303,312,500. As of March 26, 2026, there were 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinaryshares, par value $0.0001 per share, issued and outstanding. GP-ACT III ACQUISITION CORP.FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025TABLE OF CONTENTS Item 1.Business.2Item 1.A.Risk Factors.8Item 1.B.Unresolved Staff Comments.55Item 1.C.Cybersecurity.55Item 2.Properties.55Item 3.Legal Proceedings.55Item 4.Mine Safety Disclosures.55 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.56Item 6.[Reserved].58Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.58Item 7.A.Quantitative and Qualitative Disclosure About Market Risk.61Item 8.Financial Statements and Supplementary Data.61Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.61Item 9.A.Controls and Procedures.61Item 9.B.Other Information.62Item 9.C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.62 PART III63 Item 10.Directors, Executive Officers and Corporate Governance.63Item 11.Executive Compensation72Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.72Item 13.Certain Relationships and Related Transactions, and Director Independence.75Item 14.Principal Accountant Fees and Services.78 Item 15.Exhibits, Financial Statement Schedules.79Item 16.Form 10-K Summary.80 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts. This includes,without limitation, statement