GPAT 10-K & 10-Q changes, risk factors and insider trading

For the year ended December 31, 2024,2025, we had a a net income of $8,671,665,$11,891,655, which consisted of interest earned on marketable securities held in the Trust Account of $9,236,638,$12,443,573, partially offset by organizationalgeneral and operationaladministrative costsexpenses of $564,973.$551,918.

For the year ended December 31, 2023,2024, we had a net lossincome of $14,041,$8,671,665, which consistsconsisted of organizationalinterest earned on marketable securities held in the Trust Account of $9,236,638, partially offset by general and operationaladministrative costs.expenses of $564,973.

Liquidity andLiquidity, Capital Resources and Going Concern

Management plans to address this uncertainty through a business combination. If a business combination is not consummated within 24 months fromby the closingend of the InitialCombination Public Offering,Period, currently May 13, 2026, there there will be a mandatory liquidation and subsequent dissolution.dissolution of the Company. Management has determined that the liquidity conditioncondition, raisesthe date of mandatory liquidation and subsequent dissolution raise substantial doubt about ourthe Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should wethe Company be required to liquidate within 24 months from after the closingCombination ofPeriod. theThe InitialCompany Public Offering. We intendintends to complete the initial business combinationBusiness Combination before the end of the 24-monthCombination period.Period. However, there can be no assurance that wethe Company will be able to consummate any business combinationBusiness Combination by the end of thisthe periodCombination or at all.Period.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future future confirming events. Accordingly, actual results could materially differ from those estimates. As of December 31, 2024 and 2023,2025, we did not have any critical accounting estimates to be disclosed.

Item 7.A. Quantitative and Qualitative Disclosure Disclosures About Market Risk.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 23, 2020 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net income of $2,153,378, $290,121, which consisted of interest earned on marketable securities held in the Trust Account of $2,718,657, $1,758,023, partially offset by formation and operational costs of $565,279.$1,467,902.

For the three months ended MarchJune 31, 30, 2025, we had a net income of $2,907,329,$2,984,738, which consisted of interest earned on marketable securities held in the Trust Account of $3,107,381, $3,126,072, partially offset by organizationalformation and operational costs of $200,052.$141,334.

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by our co-sponsors in the amount of $25,000 and loans from our co-sponsors or their affiliates pursuant to promissory notes. These loans are non-interest bearing, unsecured and are due at the earlier of the consummation of our initial business combination and the second anniversary of the consummation of our Initial Public Offering. As of MarchJune 31,30, 2026 and December 31, 2025,2026, there was a total amount of $400,000$595,000 outstanding under such promissory notes, of which $200,000$260,000 remains outstanding under the promissory note with GP Sponsor, $100,000$205,000 remains outstanding under the promissory note with Boxcar Partners Two, LLC, an affiliate of Boxcar sponsor, and $100,000$130,000 remains outstanding under the promissory note with Act III sponsor. As of December 31, 2025, there was a total amount of $400,000 outstanding under such promissory notes, of which $200,000 remains outstanding under the promissory note with GP Sponsor, $100,000 remains outstanding under the promissory note with Boxcar Partners Two, LLC, an affiliate of Boxcar sponsor, and $100,000 remains outstanding under the promissory note with Act III sponsor.

For the threesix months ended MarchJune 31,30, 2026, cash used used in operating activities was $108,232.$297,074. Net income of $2,153,378$2,443,499 was affected by interest earned on marketable securities held in the Trust Account of $2,718,657.$4,476,680 and non-redemption agreement expense of $217,807. Changes in operating assets and liabilities usedprovided $457,047 $1,518,300 of cash for operating activities.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $151,938.$282,196. Net income of $2,907,329$5,892,067 was affected by interest earned on marketable securities held in the Trust Account of $3,107,381.$6,233,453. Changes in operating assets and liabilities used $48,114$59,190 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $311,898,868$98,235,059 (including approximately $24,398,868$26,156,891 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less permitted withdrawals and deferred underwriting discounts and commissions), to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash of $119,428. $10,586. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay for directors and officers liability insurance premiums. We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination.

In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Going Concern”, as of March 31,June 30, 2026, we may need to raise additional capital through loans or additional investments from our co-sponsors, Sponsor HoldCo, stockholders, officers, directors, or third parties. Our officers, directors and co-sponsors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The preparation of the condensed financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our condensed financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. Using a Black Sholes valuation, the Company estimatedevaluated and classified the fairwarrant valueinstruments ofunder theequity Publictreatment Warrantsat astheir ofassigned the Initial Public Offering.values. Other than estimating the value of the Public Warrants, we did not have any other critical accounting estimates as of MarchJune 31,30, 2026.