GP-Act III Acquisition Corp. filed a current report on November 12, 2026, disclosing Non-Redemption Agreements entered into on November 10, 2026, covering 2,525,000 Class A ordinary shares ahead of an extraordinary general meeting scheduled for the same day as the filing.

Key Highlights

  • Non-Redemption Agreements signed: GP-Act III and its sponsor, GP-Act III Sponsor LLC, entered into agreements with one or more shareholders on November 10, 2026, covering an aggregate of 2,525,000 Class A ordinary shares.
  • Shareholder commitments: Participating investors agreed not to redeem (or to rescind prior redemption requests on) the covered shares and to vote those shares in favor of the Extension Amendment Proposal and the Trust Amendment Proposal.
  • Sponsor consideration: In exchange, GP-Act III Sponsor LLC agreed to transfer an aggregate of 505,000 existing Founder Shares to participating investors, contingent on consummation of an initial business combination and other conditions.
  • Extension proposed: The Extension Amendment Proposal would extend the deadline to complete a business combination from November 13, 2026 to May 8, 2027.
  • Trust amendment proposed: The Trust Amendment Proposal would extend the trust account liquidation date from November 13, 2026 to May 8, 2027, amending the Investment Management Trust Agreement dated May 8, 2024, as first amended May 12, 2026.
  • No trust funds used: According to the filing, "No funds in the Company's trust account will be used to pay any consideration under the Non-Redemption Agreements."
  • Business combination context: The Company previously entered into a Business Combination Agreement with Dronamics Group Limited on November 3, 2026.

GP-Act III Secures Investor Commitments to Preserve Trust Funds Ahead of Extension Vote

According to the filing, GP-Act III Acquisition Corp. (NASDAQ:GPAT) and its sponsor, GP-Act III Sponsor LLC, executed Non-Redemption Agreements on November 10, 2026, with one or more shareholders. Under these agreements, participating investors committed to refrain from redeeming, or to rescind previously submitted redemption requests on, an aggregate of 2,525,000 Class A ordinary shares sold in the Company's initial public offering. The investors also agreed to vote those shares in favor of two proposals at the extraordinary general meeting held November 12, 2026.

In exchange for those commitments, the sponsor agreed to transfer an aggregate of 505,000 existing Founder Shares, described as Class A ordinary shares held by Sponsor HoldCo that were issued upon conversion of its Class B ordinary shares. The filing notes these shares "will not be newly issued by the Company." The transfer is conditional on, among other things, the investors not exercising redemption rights at the meeting, both proposals being approved, and consummation of an initial business combination. Investors receiving Founder Shares must also execute a joinder to the existing Letter Agreement and Registration Rights Agreement. The transferred shares will remain subject to transfer restrictions set out in the Letter Agreement and will not be entitled to any funds held in the trust account.

The filing states the Non-Redemption Agreements "are expected to increase the likelihood that the Extension Amendment Proposal and the Trust Amendment Proposal are approved" and "to increase the amount of funds that remain in the Company's trust account." The Company and sponsor may enter into additional similar agreements in connection with the meeting. The termination of the previously disclosed Business Combination Agreement with Dronamics Group Limited would not, by itself, terminate the Non-Redemption Agreements, which the filing states "will continue to apply to any other initial business combination consummated by the Company."

What Was Disclosed

GP-Act III Acquisition Corp. reported the execution of Non-Redemption Agreements covering 2,525,000 Class A ordinary shares, under which the sponsor will transfer 505,000 Founder Shares in exchange for investor commitments to support extension proposals and not redeem their shares at the November 12, 2026 meeting.