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                             February 15, 2024

       Antonio Bonchristiano
       Chief Executive Officer
       GP-Act III Acquisition Corp.
       300 Park Avenue 2nd Floor
       New York, NY 10022

                                                        Re: GP-Act III
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted January
19, 2024
                                                            CIK No.: 0001834526

       Dear Antonio Bonchristiano:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your disclosure
that you will have 24 months from the closing of the initial
                                                        public offering to
consummate your initial business combination. Please clarify, if true,
                                                        that you may amend your
organizational documents to extend your business combination
                                                        deadline. If there are
reasons why you cannot or will not seek shareholder approval to
                                                        extend such deadline,
please state so. Please add similar clarification elsewhere in your
                                                        filing where you
describe the deadline.
       Summary
       Competitive Strengths, page 5

   2.                                                   Please revise to
balance your disclosure in this section by also disclosing the current
                                                        trading price of each
of Rimini Street and Whole Earths Brands, and also provide a
                                                        quantification of the
amount of public shares that were outstanding immediately prior to
 Antonio Bonchristiano
GP-Act III Acquisition Corp.
February 15, 2024
Page 2
         those merger transactions.
Redemption rights for public shareholders upon completion of our initial
business combination,
page 29

3.       We note your statement that your public shareholders will have the
opportunity to
         redeem their shares upon the completion of your business combination.
Please revise here,
         and elsewhere as appropriate, to disclose whether the shareholders
will be permitted to
         redeem their shares regardless of whether they abstain, vote for, or
against, the proposed
         transaction or whether they must vote against it.
Risk Factors
If we are deemed to be an investment company..., page 49

4.       We note your statement that the assets in your trust account will be
invested only in U.S.
         government treasury obligations with a maturity of 185 days or less or
in money market
         funds meeting certain conditions under Rule 2a-7 under the Investment
Company
         Ac. Please revise your disclosure to state clearly the risk that
nevertheless, you could be
         considered to be operating as an unregistered investment company.
Please confirm that if
         your facts and circumstances change over time, you will update your
disclosure to reflect
         how those changes impact the risk that you may be considered to be
operating as an
         unregistered investment company.
We may be unable to obtain additional financing . . ., page 56

5.       We note your statement that you believe that the net proceeds of this
offering and the sale
         of the private placement warrants will be sufficient to allow you to
complete your initial
         business combination. We also note your disclosures elsewhere that you
intend to target
         companies whose enterprise valuation is between $1.0 billion and $5.0
billion. Please
         revise to reconcile.
Use of Proceeds, page 79

6.     We refer to your statement on page 39 that the "as adjusted" information
contemplates
       repayment of up to $700,000 in loans from GPIC, Ltd., and $400,000 in
loans from IDS
       III LLC. You also state here in note 2 that these loans will be repaid
upon completion of
       the offering "out of the $600,000 of offering proceeds that has been
allocated for the
       payment of offering expenses (other than underwriting commissions) not
held in the trust
       account." However, the $600,000 amount does not appear to be included in
the second
       table, which shows the use of net proceeds that are not held in the
trust account. In
FirstName LastNameAntonio Bonchristiano
       addition, please clarify how you will repay any loans that exceed this
$600,000 amount. In
Comapany    NameGP-Act
       this regard, we noteIIIyour
                               Acquisition
                                   statementCorp.
                                             in note 2 that as of December 31,
2023, the
       outstanding
February            amount
          15, 2024 Page  2 was already $682,182.
FirstName LastName
 Antonio Bonchristiano
FirstName
GP-Act III LastNameAntonio
           Acquisition Corp. Bonchristiano
Comapany15,
February   NameGP-Act
             2024       III Acquisition Corp.
February
Page 3 15, 2024 Page 3
FirstName LastName
Principal Shareholders, page 139

7.       Please identify the natural person or persons who, directly or
indirectly, exercise sole or
         shared voting and/or investment powers with respect to the shares held
by GPIAC II,
         LLC.
Income Tax Considerations, page 164

8.       Your description of the tax consequences should describe clearly those
consequences and
         not merely provide a summary. Please revise to remove the summary
references. Also,
         please remove the disclaimer on page 164 that the discussion does not
constitute tax
         advice.
Signatures, page II-5

9.       Please include the signature of the authorized representative in the
United States. Refer to
         the instructions to the Signatures section of Form S-1.
        Please contact William Demarest at 202-551-3432 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related matters. Please
contact Ruairi Regan at 202-551-3269 or Dorrie Yale at 202-551-8776 with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Real
Estate & Construction
cc:      J. Mathias VonBernuth