United States securities and exchange commission logo





                             March 28, 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.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted March 8,
2024
                                                            CIK No.: 0001834526

       Dear Antonio Bonchristiano:

            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are
to comments in our
       February 15, 2024 letter.

       Draft Registration Statement on Form S-1

       Summary
       The Offering, page 16

   1.                                                   We refer to your
disclosures on page 21, and elsewhere in your prospectus, that non-
                                                        managing HoldCo
investors will, through Sponsor HoldCo, purchase private placement
                                                        warrants in connection
with the closing of this offering, and also that you will not issue
                                                        more than 7,000,000
private placement warrants because the non-managing HoldCo
                                                        investors will be
purchasing the warrants in a way that will "proportionally reduce the
                                                        number of private
placement warrants that would otherwise be purchased by the co-
                                                        sponsors through
Sponsor HoldCo." Your disclosure also states on page 139 in footnote 3
                                                        that GP-Sponsor holds
50% of the interest in the voting power in Sponsor HoldCo, and
 Antonio Bonchristiano
GP-Act III Acquisition Corp.
March 28, 2024
Page 2
      that investment and voting decisions are made by 51% or more of the
voting power held
      by the managing members of Sponsor HoldCo. Please revise your disclosures
as
      appropriate to clarify what type of interests in Sponsor HoldCo the
non-managing HoldCo
      investors will be purchasing, and how is it that the purchase of these
interests will not
      provide them with any "right to control Sponsor HoldCo or vote or dispose
of any
      securities held by Sponsor HoldCo," as you state in various parts of your
prospectus.
      Please also file the agreement with respect to the purchase of these
private placement
      warrants, or advise.
Risk Factors
If we are deemed to be an investment company . . ., page 49

2.    We acknowledge your revised disclosures in response to prior comment 4.
Please further
      revise your risk factor to disclose clearly that if you are found to be
operating as an
      unregistered investment company, you may be required to change your
operations or wind
      down your operations. Also include disclosure with respect to the
consequences
      to investors if you are required to wind down your operations as a result
of this status,
      such as the losses of the investment opportunity in a target company, any
price
      appreciation in the combined company, and any warrants, which would
expire worthless.
Transfers of Founder Shares and Private Placement Warrants, page 141

3.    You state that no member of Sponsor HoldCo may transfer any portion of
its membership
      interests in Sponsor HoldCo except in certain specified circumstances.
Please revise to
      clarify whether these restrictions also apply to the non-managing HoldCo
investors.
        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,
FirstName LastNameAntonio Bonchristiano
                                                              Division of
Corporation Finance
Comapany NameGP-Act III Acquisition Corp.
                                                              Office of Real
Estate & Construction
March 28, 2024 Page 2
cc:       J. Mathias VonBernuth, Esq.
FirstName LastName