8-A12B 1 ny20054778x9_8a12b.htm 8-A12B


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

General Purpose 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.)
59 Front Street
Millbrook, New York
12545
(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, $0.0001 par value, 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
     
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
 
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. ☒

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: 333-290856

Securities to be registered pursuant to Section 12(g) of the Act: N/A



Item 1.
Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the units, Class A ordinary shares, par value $0.0001 per share, and warrants of General Purpose 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 a part of its Registration Statement on Form S-1 (File No. 333-290856), originally filed with the U.S. Securities and Exchange Commission on October 14, 2025 (as amended, 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 are subsequently filed are hereby also incorporated by reference herein.

Item 2.
Exhibits.

Under the Instructions as to Exhibits with respect to 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, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 
GENERAL PURPOSE ACQUISITION CORP.
   
Date: December 2, 2025
By:
/s/ Peter Georgiopoulos
   
Name:
Peter Georgiopoulos
   
Title:
Chairman and Chief Executive Officer