UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
GP-Act III Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | | N/A |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | |
300 Park Avenue, 2nd Floor
New York, New York | | 10022 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
to be Registered | | Name of Each Exchange on
Which Each Class is to be Registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | | The Nasdaq Stock Market LLC |
| | |
| Class A ordinary shares, par value $0.0001 per share | | The Nasdaq Stock Market LLC |
| | |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering Statement file number to which this form relates: 333-278825
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of Class)
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby are units, Class A ordinary shares, par value $0.0001 per share, and redeemable warrants to purchase Class A ordinary shares of GP-Act III Acquisition Corp. (the “Registrant”). The description of the units, Class A ordinary shares and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-278825), originally filed with the Securities and Exchange Commission on April 19, 2024, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is hereby also incorporated by reference herein.
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| | GP-Act III Acquisition Corp. |
| | | |
| Date: May 8, 2024 | By: | /s/ Antonio Bonchristiano |
| | | Name: | Antonio Bonchristiano |
| | | Title: | Chief Executive Officer |
