GP-Act III Sponsor LLC - May 8, 2024 Form 3 Insider Report for GP-Act III Acquisition Corp. (GPAT)

Role: Director, 10%+ Owner
Signature: GP-Act III Sponsor LLC, By: /s/ Antonio Bonchristiano, Chief Executive Officer
Stock symbol: GPAT
Transactions as of: May 8, 2024
Transactions value $: $0
Form type: 3
Date filed: 5/8/2024, 08:48 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GPAT	Class B ordinary shares							May 8, 2024	Class A ordinary shares	6.18M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-278825) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.
F2	Reflects securities held directly by GP-Act III Sponsor LLC (the "Sponsor Holdco"). GPIAC II, LLC ("GP Sponsor"), IDS III LLC and Boxcar Partners III, LLC are the managing members of Sponsor Holdco. Investment and voting decisions are made by 51% or more of the voting power held by the managing members of Sponsor HoldCo. By virtue of having a 50% interest in the voting power in Sponsor HoldCo, GP Sponsor may be deemed to beneficially own the founder shares held by Sponsor HoldCo. GP Sponsor is controlled by GPIC, LLC. GPIC, LLC. is controlled by GP Investments, Ltd. GP Investments, Ltd. is jointly controlled by Mr. Fersen Lamas Lambranho and Mr. Antonio Bonchristiano, who by virtue of their control may be deemed to share beneficial ownership of the securities held by Sponsor Holdco. The reporting persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.

Content

As described in the issuer's registration statement on Form S-1 (File No. 333-278825) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

Reflects securities held directly by GP-Act III Sponsor LLC (the "Sponsor Holdco"). GPIAC II, LLC ("GP Sponsor"), IDS III LLC and Boxcar Partners III, LLC are the managing members of Sponsor Holdco. Investment and voting decisions are made by 51% or more of the voting power held by the managing members of Sponsor HoldCo. By virtue of having a 50% interest in the voting power in Sponsor HoldCo, GP Sponsor may be deemed to beneficially own the founder shares held by Sponsor HoldCo. GP Sponsor is controlled by GPIC, LLC. GPIC, LLC. is controlled by GP Investments, Ltd. GP Investments, Ltd. is jointly controlled by Mr. Fersen Lamas Lambranho and Mr. Antonio Bonchristiano, who by virtue of their control may be deemed to share beneficial ownership of the securities held by Sponsor Holdco. The reporting persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.

Remarks:

Mr. Lambranho serves on the board of directors of the issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons, including Sponsor Holdco, may be deemed a director by deputization with respect to the issuer on the basis of the service of Mr. Lambranho on the issuer's board of directors. Exhibit 24 - Power of Attorney