Current Report Filing (8-k)
November 15 2022 - 7:09AM
Edgar (US Regulatory)
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2022-11-15
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2022-11-15
2022-11-15
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GAPA:WarrantsEachWholeWarrantExercisableForOneShareOfClassaCommonStockEachAtExercisePriceOf11.50PerShareMember
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
___________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 15, 2022
G&P Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-40164 |
85-4357324 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
222 Bellevue Avenue
Newport, Rhode Island 02840 |
| (Address of principal executive offices, including zip code) |
(212) 415-6500
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one share of Class
A common stock, $0.0001 par value, and one-half of one redeemable warrant |
|
GAPA.U |
|
New York Stock Exchange |
| Class A common stock, $0.0001 par value |
|
GAPA |
|
New York Stock Exchange |
| Warrants, each whole warrant exercisable for
one share of Class A common stock, each at an exercise price of $11.50 per share |
|
GAPA WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On November 15, 2022, G&P
Acquisition Corp. (the “Company”) issued a press release announcing it will 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, because the Company will not consummate
an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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 15, 2022 |
By: |
/s/ Joseph Marnikovic |
|
| |
|
Name: |
Joseph Marnikovic |
|
| |
|
Title: |
Chief Financial Officer and Treasurer |
|
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