8-K
General Purpose Acquisition Corp. (GPAC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 22, 2026
GENERAL PURPOSE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42986 | N/A |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
59 Front Street
Millbrook, New York 12545
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (845) 677-4650
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | GPACU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 par value | GPAC | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | GPACW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
|---|
On January 22, 2026, General Purpose Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and redeemable warrants (the “Warrants”) included in the Units commencing on or about January 23, 2026. Each Unit consists of one Class A Ordinary Share and one-half of one Warrant. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “GPACU”, and the Class A Ordinary Shares and Warrants will separately trade on Nasdaq under the symbols “GPAC” and “GPACW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release, dated January 22, 2026. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENERAL PURPOSE ACQUISITION CORP. | ||
|---|---|---|
| By: | /s/ Peter Georgiopoulos | |
| Name: | Peter Georgiopoulos | |
| Title: | Chairman and Chief Executive Officer | |
| Dated: January 22, 2026 |
Exhibit 99.1
General Purpose Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about January 23, 2026
Millbrook, NY, January 22, 2026 (GLOBE NEWSWIRE) – General Purpose Acquisition Corp. (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of units completed on December 4, 2025 (the “Offering”) may elect to separately trade the Class A ordinary shares and redeemable warrants included in the units commencing on or about January 23, 2026. Any units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “GPACU”, and each of the Class A ordinary shares and warrants will separately trade on Nasdaq under the symbols “GPAC” and “GPACW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
The Company is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company is led by Chairman and Chief Executive Officer, Peter Georgiopoulos, President and Director, Leonard Vrondissis and Chief Financial Officer, Stewart Crawford.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on December 2, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Stewart Crawford
+1 845 677 4650
info@generalacquisition.com