Business Description

1 Item1A. Risk Factors 33 Item1B. Unresolved Staff Comments 83 Item1C. Cybersecurity 84 Item 2. Properties 84 Item 3. Legal Proceedings 84 Item 4. Mine Safety Disclosures 84 PART II 85 Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 85 Item 6. [Reserved] 86 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 86 Item7A. Quantitative and Qualitative Disclosures about Market Risk 89 Item 8. Financial Statements and Supplementary Data 89 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 89 Item9A. Controls and Procedures 90 Item9B. Other Information 90 Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 90 Part III 91 Item 10. Directors, Executive Officers and Corporate Governance 91 Item 11. Executive Compensation 101 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13. Certain Relationships and Related Transactions, and Director Independence 108 Item 14. Principal Accountant Fees and Services 112 PART IV 112 Item 15. Exhibits, Financial Statement Schedules 112 Item 16. Form 10-K Summary 113 SIGNATURES INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to: • “amended and restated memorandum and articles association” refers to the amended and restated memorandum and articles association of the Company which were adopted prior to the consummation of our initial public offering; • “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; • “Company,” “we,” “us,” “our,” or “our Company” are to General Purpose Acquisition Corp., a Cayman Islands exempted company; • “Excise Tax” shall mean the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022; • “founders” are to Peter Georgiopoulos and Leonard Vrondissis; • “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein (for the avoidance of doubt, such Class A ordinary shares are not “public shares” with redemption rights); • “initial public offering” are to the Company’s initial public offering of units, including any units sold in connection with the fully exercised over-allotment option granted to the underwriters of the Company’s initial public offering; • “management” or “our management team” are to our officers and directors; • “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; • “permitted withdrawals” means amounts withdrawn or eligible to be withdrawn to pay for our taxes (which shall exclude the Excise Tax if any is imposed on us), such withdrawals can only be made from interest and not from the principal held in the trust account; • “private placement units” are to the private placement units issued to our sponsor and to the underwriters in a private placement in connection with the closing of our initial public offering (which private placement units are identical to the public units sold in our initial public offering, subject to certain limited exceptions as described in this Annual Report), or upon conversion of working capital loans, as further described in this Annual Report; • “private placement shares” are to the Class A ordinary shares underlying the private placement units issued to our sponsor and to the underwriters in a private placement in connection with the closing of our initial public offering, or upon conversion of working capital loans, as further described in this Annual Report (such Class A ordinary shares delivered upon conversion shall not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination); • “private placement warrants” are to the non-redeemable warrants underlying the private placement units issued to our sponsor and to the underwriters in a private placement in connection…