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    G&P Acquisition Corp. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    11/23/22 7:06:14 AM ET
    $GAPA
    Consumer Electronics/Appliances
    Industrials
    Get the next $GAPA alert in real time by email
    0001839121 false 0001839121 2022-11-23 2022-11-23 0001839121 GAPA:UnitsEachConsistingOfOneShareOfClassCommonStockMember 2022-11-23 2022-11-23 0001839121 GAPA:ClassCommonStock0.0001ParValueMember 2022-11-23 2022-11-23 0001839121 GAPA:WarrantsEachWholeWarrantExercisableForOneShareOfClassaCommonStockEachAtExercisePriceOf11.50PerShareMember 2022-11-23 2022-11-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

    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 23, 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 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 

     

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