Form SC 13G - Statement of acquisition of beneficial ownership by individuals

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

GP-ACT III Acquisition Corp.

G4035N111

(CUSIP Number)

May 9, 2024

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

 

☒

Rule 13d-1(c)

 

☐

Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 11 Pages

Exhibit Index: 10 Page

 

 

 

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CUSIP No. G4035N111		Page 2 of 11 Pages

 

1		NAMES OF REPORTING PERSONS    Harraden Circle Investments, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    1,875,000
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    1,875,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,875,000
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    7.50%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    OO, HC, IA

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CUSIP No. G4035N111		Page 3 of 11 Pages

 

1		NAMES OF REPORTING PERSONS    Harraden Circle Investors GP, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    1,687,500
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    1,687,500

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,687,500
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    6.75%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    PN, HC

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CUSIP No. G4035N111		Page 4 of 11 Pages

 

1		NAMES OF REPORTING PERSONS    Harraden Circle Investors GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    1,687,500
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    1,687,500

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,687,500
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    6.75%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    OO, HC

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CUSIP No. G4035N111		Page 5 of 11 Pages

 

1		NAMES OF REPORTING PERSONS    Harraden Circle Investors, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    937,500
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    937,500

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    937,500
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    3.75%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    PN

 

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CUSIP No. G4035N111		Page 6 of 11 Pages

 

1		NAMES OF REPORTING PERSONS    Harraden Circle Special Opportunities, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    750,000
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    750,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    750,000
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    3.0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    PN

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CUSIP No. G4035N111		Page 7 of 11 Pages

 

1		NAMES OF REPORTING PERSONS    Frederick V. Fortmiller, Jr.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    1,875,000
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    1,875,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,875,000
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    7.50%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    IN, HC

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CUSIP No. G4035N111		Page 8 of 11 Pages

 

Item 1(a).

Name of Issuer

GP-ACT III Acquisition Corp. (the “issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices

300 Park Avenue, 2nd Floor, New York, NY 10022

 

Item 2(a).

Names of Persons Filing

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

 

i)

Harraden Circle Investors, LP (“Harraden Fund”),

 

ii)

Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”)

 

iii)

Harraden Circle Investors GP, LP (“Harraden GP”);

 

iv)

Harraden Circle Investors GP, LLC (“Harraden LLC”);

 

v)

Harraden Circle Investments, LLC (“Harraden Adviser”); and

 

vi)

Frederick V. Fortmiller, Jr. (“Mr. Fortmiller”);

This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund and Harraden Special Op Fund, Harraden GP is the general partner to Harraden Fund and Harraden Special Op Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund and Harraden Special Op Fund.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is 299 Park Avenue, 21st Floor, New York, NY 10171.

 

Item 2(c).

Citizenship

Each of Harraden Fund, Harraden Special Op Fund and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.

 

Item 2(d).

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share (“Shares”)

 

Item 2(e).

CUSIP No. G4035N111

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable.

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CUSIP No. G4035N111		Page 9 of 11 Pages

 

Item 4.

Ownership

 

Item 4(a)

Amount Beneficially Owned

As of May 9, 2024, each of the Reporting Persons may be deemed the beneficial owner of 1,875,000 Shares underlying Units held directly by Harraden Fund, Harraden Special Op Fund and Harraden Adviser.

 

Item 4(b)

Percent of Class Fund and Harraden Adviser.

As of May 9, 2024, each of the Reporting Persons may be deemed the beneficial owner of approximately 7.50% of Shares outstanding. This percentage is based on a total of 25,000,000 Shares outstanding, based on information in the Form 424B4 filed by the Company on May 9,2024.

 

Item 4(c)

Number of shares as to which such person has:

 

(i) Sole power to vote or direct the vote:			0
(ii) Shared power to vote or direct the vote:			1,875,000
(iii) Sole power to dispose or direct the disposition of:			0
(iv) Shared power to dispose or direct the disposition of:			1,875,000

 

Item 5.

Ownership of Five Percent or Less of a Class

This Item 5 is not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

This Item 6 is not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

See disclosure in Item 2 hereof.

 

Item 8.

Identification and Classification of Members of the Group

This Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of Group

This Item 9 is not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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CUSIP No. G4035N111		Page 10 of 11 Pages

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: May 15, 2024
				HARRADEN CIRCLE INVESTORS, LP
				HARRADEN CIRCLE SPECIAL OPPORTUNITIES, LP
				By:		HARRADEN CIRCLE INVESTORS GP, LP, its
						general partner
				By:		HARRADEN CIRCLE INVESTORS GP, LLC, its
						general partner
				By:		/s/ Frederick V. Fortmiller, Jr.
				Title:		Managing Member
				HARRADEN CIRCLE INVESTORS GP, LP
				By:		HARRADEN CIRCLE INVESTORS GP, LLC, its
						general partner
				By:		/s/ Frederick V. Fortmiller, Jr.
				Title:		Managing Member
				HARRADEN CIRCLE INVESTORS GP, LLC
				By:		/s/ Frederick V. Fortmiller, Jr.
						Managing Member
				HARRADEN CIRCLE INVESTMENTS, LLC
				By:		/s/ Frederick V. Fortmiller, Jr.
						Managing Member
				FREDERICK V. FORTMILLER, JR.
				/s/ Frederick V. Fortmiller, Jr.

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CUSIP No. G4035N111		Page 11 of 11 Pages

 

		Exhibit INDEX
Joint Filing Agreement					11

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of GP-ACT III Acquisition Corp. dated as of May 15, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: May 15, 2024

 

HARRADEN CIRCLE INVESTORS, LP
HARRADEN CIRCLE SPECIAL OPPORTUNITIES, LP
By:		HARRADEN CIRCLE INVESTORS GP, LP, its
		general partner
By:		HARRADEN CIRCLE INVESTORS GP, LLC, its
		general partner
By:		/s/ Frederick V. Fortmiller, Jr.
Title: Managing Member
HARRADEN CIRCLE INVESTORS GP, LP
By:		HARRADEN CIRCLE INVESTORS GP, LLC, its
		general partner
By:		/s/ Frederick V. Fortmiller, Jr.
Title: Managing Member
HARRADEN CIRCLE INVESTORS GP, LLC
By:		/s/ Frederick V. Fortmiller, Jr.
		Managing Member
HARRADEN CIRCLE INVESTMENTS, LLC
By:		/s/ Frederick V. Fortmiller, Jr.
		Managing Member
FREDERICK V. FORTMILLER, JR.
/s/ Frederick V. Fortmiller, Jr.

 

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