UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM
___________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 7.01 Regulation FD Disclosure.
On November 23, 2022, G&P Acquisition Corp. (the “Company”) issued a press release containing a letter to stockholders from the Chief Executive Officer of the Company regarding the Company’s previously disclosed intention to redeem all of its outstanding shares of Class A common stock, par value $0.0001, effective as of the close of business on November 30, 2022. A copy of the press release is attached hereto as exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto is being furnished hereby and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release, dated November 23, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| G&P ACQUISITION CORP. | ||||
| Date: November 23, 2022 | By: | /s/ Joseph Marnikovic | ||
| Name: | Joseph Marnikovic | |||
| Title: | Chief Financial Officer and Treasurer | |||
| 3 |
EXHIBIT 99.1
G&P Acquisition Corp. Releases Letter to Shareholders
NEW YORK, NY, November 23, 2022 – G&P Acquisition Corp. (NYSE: GAPA) (“G&P” or the “Company”), a publicly-traded special purpose acquisition company, today released the following letter:
Dear G&P Acquisition Corp. Shareholders,
On March 11, 2021 G&P completed a $175 million IPO on the New York Stock Exchange. Our objective was to identify an established operating business in the food and beverage, consumer goods, automotive, and hospitality sectors with strong operation and cash flow. Over the course of the next 20 months, we evaluated over seventy potential transactions, met with over thirty-five potential target companies, actively pursued or made offers to over ten companies and executed letters of intent for a business combination but were unable to consummate a transaction.
Last week, we announced that we were returning all the cash held in trust to shareholders. This totals approximately $10.17 per share, including accrued interest. We believe this is the prudent outcome for our investors.
We have been unsuccessful in completing an initial business combination due to a deteriorating market for SPAC transactions which has been driven by a number of factors including (1) the poor performance of post-business combination SPACs over the last two years has negatively impacted the willingness of potential targets to enter into a transactions with SPACs, (2) the high redemption rates of SPACs and declining availability of financing options for SPAC transactions with capital requirement that exceed the amount of capital held in trust, and (3) risk and uncertainty created by new SPAC rules proposed by the SEC in 2022.
Our investment objective focused on established operating companies with a history of strong cash flow. These companies can generally wait until market conditions are favorable, which limited the universe of high-quality possible deals for G&P, particularly during the last 12 months. While there were transactions that were potentially actionable for G&P during the past year, none of them met our investment criteria.
While we are disappointed that we did not achieve our initial objective of consummating a high-quality transaction for G&P, we are extremely grateful for your partnership and trust over the last twenty months.
Sincerely,
Brendan T. O’Donnell
Chief Executive Officer
Contacts:
Investors
and Media:
Email: investorrelations@gapacq.com
Phone: (212) 415-6506
SOURCE: G&P Acquisition Corp.