GP-Act III Acquisition Corp S-1, filed Mar 4, 2021

GP-Act III Acquisition Corp. (GPAT)

S-1 2021-03-04

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Added on October 26, 2026

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Cayman Islands	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

Title of Each Class of Security Being Registered	Amount Being Registered		Proposed Maximum Offering Price per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant⁽²⁾		28,750,000		10.00	$	287,500,000	$	31,367
Class A ordinary shares included as part of the units⁽³⁾		28,750,000		—				—	⁽⁴⁾
Redeemable warrants included as part of the units⁽³⁾		9,583,333		—				—	⁽⁴⁾
Total					$	287,500,000	$	31,367

	(1)	Estimated solely for the purpose of calculating the registration fee.
	(2)	Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,250,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
	(3)	Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.
	(4)	No fee pursuant to Rule 457(g) under the Securities Act.

	Price to Public		Underwriting Discounts and Commissions⁽¹⁾		Proceeds, Before Expenses, to Us
Per Unit	$	10.00	$	0.55	$	9.45
Total	$	250,000,000	$	13,750,000	$	236,250,000

Citigroup	Cantor
Co-Managers
Nomura	TD Securities

SUMMARY			1
THE OFFERING			18
SUMMARY FINANCIAL DATA			41
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			42
RISK FACTORS			43
USE OF PROCEEDS			76
DIVIDEND POLICY			80
DILUTION			81
CAPITALIZATION			83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			84
PROPOSED BUSINESS			91
MANAGEMENT			126
PRINCIPAL SHAREHOLDERS			137
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			140
DESCRIPTION OF SECURITIES			143
INCOME TAX CONSIDERATIONS			163
UNDERWRITING			173
LEGAL MATTERS			181
EXPERTS			182
WHERE YOU CAN FIND ADDITIONAL INFORMATION			183
INDEX TO FINANCIAL STATEMENTS			F-1

	·	“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering;

	·	“directors” are to our directors named in this prospectus;

	·	“forward purchase agreement” are to the agreement entered into between us and GP sponsor providing for the forward purchase units to the forward purchaser in a private placement to occur substantially concurrently with the closing of our initial business combination;

	·	“forward purchase securities” are to the forward purchase shares and forward purchase warrants;

	·	“forward purchase shares” are to our Class A ordinary shares to be issued to the forward purchaser pursuant to the forward purchase agreement;

	·	“forward purchase units” are to the units to be sold pursuant to the forward purchase agreement;

	·	“forward purchase warrants” are to warrants to purchase Class A ordinary shares to be issued to the forward purchaser pursuant to the forward purchase agreement;

	·	“forward purchaser” refers to GP Investments or any of its subsidiaries or affiliates (including GP sponsor), as determined by GP sponsor, purchasing forward purchase securities;

	·	“GP sponsor” are to GPIAC II, LLC, a Cayman Islands limited liability company, which is an affiliate of GP Investments;

	·	“GP Investments” refers to GP Investments, Ltd., an exempted company limited by shares incorporated and organized under the laws of Bermuda;

	·	“letter agreement” refer to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;

	·	“public shareholders” are to the holders of our public shares, including our co-sponsors, directors and officers to the extent our co-sponsors, directors or officers purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

	·	“founder shares” are to our Class B ordinary shares initially purchased by GP sponsor, our co-sponsor, in a private placement prior to this offering, a portion of which were subsequently transferred to our co-sponsor, Act III sponsor, and our Class A ordinary shares that will be issued upon conversion thereof as provided therein;

	·	“initial shareholders” are to GP sponsor, Act III sponsor and the four independent directors that hold our founder shares prior to this offering;

	·	“management” or our “management team” are to our directors and officers;

	·	“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

	·	“warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

	·	“we,” “us,” “our” or our “company” are to GP-Act III Acquisition Corp., a Cayman Islands exempted company; and

	·	investment round led by The Craftory in Hippeas. Hippeas core products are organic chickpea puffs which come in multiple flavors, such as ‘Take it Cheesy’, ‘Bohemian Barbecue’, ‘Himalayan Happiness’, and ‘In Herbs we Trust’. Plans for 2021 and beyond include the launch of a direct-to-consumer e-commerce site, scaling Hippeas Organic Chickpea Puffs and Hippeas Tortilla Chips while also further developing innovation;

	·	follow-on round in NotCo, a food tech company based in Chile that recreates food staples using only vegetable ingredients; and

	·	Act II Global Acquisition Corp. combination with Merisant Company, one of the world’s leading manufacturers of calorie-free and low-calorie sugar substitutes, and MAFCO Worldwide LLC, the world’s leading manufacturer of natural licorice products, forming Whole Earth Brands;

	·	GP Investments Acquisition Corp. combination with Rimini Street, Inc., a global provider of enterprise software products and services and the leading third-party support provider for Oracle and SAP software products;

	·	Aphria’s acquisition of SweetWater Brewing Company, one of the largest independent craft brewers in the United States based on volume and owner of the flagship 420 beverage brand, significantly expanding Aphria’s addressable market, diversifying its product offerings and providing a scalable platform for expansion into the U.S. and Canada;

	·	Whole Earth Brands’ acquisition of Swerve, a rapidly growing manufacturer and marketer of a portfolio of zero sugar, keto-friendly, and plant-based sweeteners and baking mixes;

	·	Whole Earth Brands’ acquisition of Wholesome Sweeteners, a United States leader in organic, plant-based and Fairtrade-certified sweeteners, including sugar, honey, agave nectar, allulose and other liquid sweetener products;

	·	Hain Food’s acquisition of Celestial Seasonings, a leading specialty tea brand, establishing the company’s entry into the category while providing a larger operational platform and infrastructure;

	·	Hain Celestial’s acquisition of Ella’s Kitchen in the United Kingdom: increasing category scale, with Earth’s Best as a leading natural infant, toddler and children’s food brand in the United States and growing Ella’s Kitchen to be a leading baby food brand in the United Kingdom;

	·	Hain Celestial’s acquisition of Tilda, expanding Hain Celestial into the ethnic rice category and establishing an operational platform and infrastructure for geographic expansion into India, Africa and the Middle East;

	·	GP Investments international expansion of Fogo de Chão, a leading Brazilian steakhouse chain with global presence. GP Investments played a key role in the institutionalization of the company allowing Fogo de Chão to implement an aggressive expansion strategy. The steakhouse more than doubled its number of restaurants as a GP Investments’ portfolio company, from 9 to 25, before its sale to THL, a Boston-based private equity firm. Fogo de Chão was publicly listed on the NASDAQ in 2015 and later sold to Rhone Capital in 2018;

	·	GP Investments launch of Submarino, one of the biggest e-commerce websites in Latin America. Mr. Bonchristiano co-founded Submarino in 1999, with the goal to consolidate the emerging e-commerce space in Brazil. Later, in 2006, Submarino was merged into B2W Digital, a leading e-commerce conglomerate in Latin America;

	·	GP Investments critical role driving Hypermarcas’ (currently Hypera Pharma) expansion, a leading producer of consumer goods and pharmaceutical products in Brazil. In 2007, GP Investments acquired a stake in Farmasa, a high-growth pharmaceutical company. One year later, the company was merged with Hypermarcas. The transaction enabled multiple synergies, which led to the growth of Hypermarcas that today focuses on pharmaceuticals, continuing to be a leader in its segment;

	·	Aphria Inc.’s (NYSE: APHA) announced combination with Tilray Inc. (NASDAQ: TLRY), which would create the largest global cannabis company based on revenue, with scale and breadth across major geographies and a complete portfolio of market leading brands in the major Cannabis 2.0 product categories in Canada;