GAPA.U / G&P Acquisition Corp. Units, each consisting of one share of Class A common stock and one-half of on - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

GAPA / G&P Acquisition Corp. / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 36146G103 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* G&P Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36146G103 (CUS

GAPA / G&P Acquisition Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234268d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* G&P Acquisition Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 36146G103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

Joint Filing Agreement, dated as of January 24, 2023, among the Reporting Persons.

EX-99.1 2 tm234268d5ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of G&P ACQUISITION CORP dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance w

Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 24, 2023.

EX-99.2 3 tm234268d5ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40164 G&P Acquisition Corp. (Exact name of registrant as specified in i

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, and Class A Common Stock (the "Securities") of G&P Acquisition Corp.

G&P Acquisition Corp. Releases Letter to Shareholders

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 i

Regulation FD Disclosure, Financial Statements and Exhibits

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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 21, 2022 (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 incorp

G&P Acquisition Corp. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

EXHIBIT 99.1 G&P Acquisition Corp. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NEW YORK, NY, November 15, 2022 ? G&P Acquisition Corp. (NYSE: GAPA) (?G&P? or the ?Company?), a publicly-traded special purpose acquisition company, today announced that it will redeem all of its outstanding shares of Class A common stock, par value $0.0001 (the ?public shares?

Financial Statements and Exhibits, Other Events

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES ? SECURITIES AND EXCHANGE COMMISSION ? Washington, D.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 28, 2022 (October 27, 2022) G&P Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40164 85-4357324 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities of the Company.

EXHIBIT 4.5 DESCRIPTION OF SECURITIES Pursuant to our second amended and restated certificate of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40164 G

GAPA / G&P Acquisition Corp. / G&P Sponsor, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 G&P Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 36146G103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

GAPA / G&P Acquisition Corp. / Shaolin Capital Management LLC - SC 13G GAPA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* G&P Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 36146G103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

GAPA / G&P Acquisition Corp. / Magnetar Financial LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* G&P Acquisition Corp. (Name of Issuer) Common Stock ? Class A (Title of Class of Securities) 36146G103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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, 2021 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): May 19, 2021 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

G&P Acquisition Corp. INDEX TO FINANCIAL STATEMENT

EX-99.1 2 tm2116277d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 G&P Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 15, 2021 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of G&P Acquisition Corp. Opinion on the Financial Stateme

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2021 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response............................2.50 SEC FILE NUMBER 001-40164 FORM 12b-25 CUSIP NUMBER 36146G 103 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For P

G&P Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants, Commencing May 3, 2021

EX-99.1 2 tm2114768d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 G&P Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants, Commencing May 3, 2021 NEW YORK, April 30, 2021 /PRNewswire/ - G&P Acquisition Corp. (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 17,500,000 units may elect to separately trad

Financial Statements and Exhibits, Other Events

8-K 1 tm2114768d18k.htm FORM 8-K 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): May 3, 2021 (April 30, 2021) G&P Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40164 85-4357324 (State or othe

Financial Statements and Exhibits, Other Events

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): March 19, 2021 (March 15, 2021) G&P Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40164 85-4357324 (State or other jurisdiction of incorporatio

G&P Acquisition Corp. Index to Financial Statement

EX-99.1 2 tm2110259d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 G&P Acquisition Corp. Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 15, 2021 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of G&P Acquisition Corp. Opinion on the Financial Sta

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. ____)* G

CUSIP No: ?36146G202 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. )* G&P Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36146G202** (C

Second Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.2 filed with the Company’s current report on Form 8-K filed by the Registrant on March 15, 2021).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF G&P ACQUISITION CORP. March 10, 2021 G&P ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?G&P Acquisition Corp.?. The original certificate of incorporation of the Corporation was filed with the Secretary of State

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Brendan T. O’Donnell.

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Brendan T. O?Donnell (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasonable,

Private Placement Warrants Purchase Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and G&P Sponsor, LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is entered into by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and G&P Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHER

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Leslie D. Michelson.

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Leslie D. Michelson (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasonable,

G&P Acquisition Corp. Announces Pricing of $175 Million Initial Public Offering

Exhibit 99.1 G&P Acquisition Corp. Announces Pricing of $175 Million Initial Public Offering NEW YORK ? March 10, 2021 /PRNewswire/ ? G&P Acquisition Corp. (?G&P? or the ?Company?), announced the pricing of its initial public offering of 17,500,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the ?NYSE?) under the ticker symbol ?GAPA.U? commencing o

Underwriting Agreement, dated March 10, 2021, by and between G&P Acquisition Corp. and BMO Capital Markets Corp.

Exhibit 1.1 17,500,000 Units G&P ACQUISITION CORP. UNDERWRITING AGREEMENT March 10, 2021 BMO Capital Markets Corp. 3 Times Square New York, New York 10036 Ladies and Gentlemen: G&P acquisition cORP., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 17,500,000 units (the ?Firm Units?) of the Company to the several

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Nicholas Radesca.

Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Nicholas Radesca (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasonable, pru

Administrative Services Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and G&P Sponsor, LLC.

Exhibit 10.5 G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840 March 10, 2021 G&P Sponsor, LLC 222 Bellevue Avenue Newport, Rhode Island 02840 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and G&P Sponsor, LLC, a Delaware limited liability company (the ?Services Pro

Registration Rights Agreement, dated as of March 10, 2021, by and among G&P Acquisition Corp., G&P Sponsor, LLC and certain other security holders named therein.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is made and entered into by and among G&P Acquisition Corp., a Delaware corporation (the ?Company?), G&P Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Joseph Marnikovic.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Joseph Marnikovic (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasonable, pru

Warrant Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT, dated as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?). WHEREAS, on March 10,

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Edward M. Weil, Jr.

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Edward M. Weil, Jr. (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasonable,

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Nicholas S. Schorsch.

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Nicholas S. Schorsch (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasonable,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 15, 2021 (March 10, 2021) G&P Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40164 85-4357324 (State or other jurisdiction of incorporatio

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and M. Therese Antone.

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and M. Therese Antone (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasonable, pr

Investment Management Trust Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement is made effective as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Nicholas S. Schorsch, Jr.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Nicholas S. Schorsch, Jr. (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasona

Indemnity Agreement, dated as of March 10, 2021, by and between G&P Acquisition Corp. and Michael R. Anderson.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Michael R. Anderson (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determined that it is reasonable, p

Letter Agreement, dated March 10, 2021, by and among G&P Acquisition Corp., G&P Sponsor, LLC and G&P Acquisition Corp.’s executive officers and directors.

Exhibit 10.1 March 10, 2021 G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with that certain underwriting agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between G&P Acquisition Corp., a Delaware corporati

PROSPECTUS G&P Acquisition Corp. 17,500,000 Units

424B4 1 tm212256-18424b4.htm 424B4 TABLE OF CONTENTS  File Pursuant to Rule 424(b)(4)  Registration No. 333-253089 PROSPECTUS $175,000,000 G&P Acquisition Corp. 17,500,000 Units G&P Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more busine

G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840

G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840 March 9, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Karina Dorin Re: G&P Acquisition Corp. Registration Statement on Form S-1 Filed February 12, 2021, as amended File No. 333-253089 Dear Ladies and Gentlemen: Pursuant to Rule 461 promulga

BMO Capital Markets Corp. 3 Times Square New York, New York 10036

CORRESP 1 filename1.htm BMO Capital Markets Corp. 3 Times Square New York, New York 10036 March 9, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Karina Dorin Re: G&P Acquisition Corp. Registration Statement on Form S-1 Filed February 12, 2021, as amended File No. 333-253089 Dear Ladies and Gentlemen: Pursuant

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?). WHEREAS, on [ ], 20

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.4 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trust

Form of Letter Agreement among the Registrant, our sponsor and the Registrant’s officers and directors

Exhibit 10.3 [ ], 2021 G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with that certain underwriting agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between G&P Acquisition Corp., a Delaware corporation (t

Form of Registration Rights Agreement among the Registrant and certain security holders

EX-10.5 9 tm212256d17ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among G&P Acquisition Corp., a Delaware corporation (the “Company”), G&P Sponsor, LLC, a Delaware limited liability company (the “Sponso

Form of Private Placement Warrants Purchase Agreement between the Registrant and our sponsor

Exhibit 10.6 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and G&P Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). W

Form of Underwriting Agreement

Exhibit 1.1 20,000,000 Units G&P ACQUISITION CORP. UNDERWRITING AGREEMENT [ ], 2021 BMO Capital Markets Corp. 3 Times Square New York, New York 10036 Ladies and Gentlemen: G&P acquisition cORP., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 20,000,000 units (the “Firm Units”) of the Company to the several unde

Specimen Class A Common Stock Certificate

Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER C–[ ] [ ] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] G&P Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that [ ] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF G&P Acquisition Corp. (THE “CORPORATION

- FORM S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 8, 2021. Registration No. 333-253089? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? G&P Acquisition Corp. (Exact name of registrant as specified in its charter) ? Delaware (State or other jurisdiction

Form of Second Amended and Restated Certificate of Incorporation

Exhibit 3.2 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF G&P ACQUISITION CORP. [ ], 2021 G&P ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “G&P Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of Sta

Specimen Unit Certificate

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER U–[ ] [ ] UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] G&P Acquisition Corp. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT [ ] is the owner of Units. Each unit (“Unit”) consists of one (1) share

BMO CAPITAL MARKETS CORP. 3 Times Square New York, New York 10036

BMO CAPITAL MARKETS CORP. 3 Times Square New York, New York 10036 March 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Karina Dorin Re: G&P Acquisition Corp. Withdrawal of Acceleration Request for Registration Statement on Form S-1 File No. 333-253089 Dear Ladies and Gentlemen: Reference is mad

G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840

G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840 March 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Karina Dorin Re: G&P Acquisition Corp. Withdrawal of Acceleration Request for Registration Statement on Form S-1 File No. 333-253089 Dear Ladies and Gentlemen: Reference is

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 G&P ACQUISITION CORP. (Exact name of registrant as specified in its charter) State of Delaware (State or jurisdiction of incorporation or organization) 85-4357324 (I.R.S. Employer Identification

BMO Capital Markets Corp. 3 Times Square New York, New York 10036

CORRESP 1 filename1.htm BMO Capital Markets Corp. 3 Times Square New York, New York 10036 March 3, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Karina Dorin Re: G&P Acquisition Corp. Registration Statement on Form S-1 Filed February 12, 2021, as amended File No. 333-253089 Dear Ladies and Gentlemen: Pursuant

G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840

G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840 March 3, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Karina Dorin Re: G&P Acquisition Corp. Registration Statement on Form S-1 Filed February 12, 2021, as amended File No. 333-253089 Dear Ladies and Gentlemen: Pursuant to Rule 461 promulga

- S-1/A

S-1/A 1 tm212256-10s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on March 2, 2021. Registration No. 333-253089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 G&P Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other juris

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 24, 2021. Registration No. 333-253089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 G&P Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of

Form of Underwriting Agreement

Exhibit 1.1 20,000,000 Units G&P ACQUISITION CORP. UNDERWRITING AGREEMENT [ ], 2021 BMO Capital Markets Corp. 3 Times Square New York, New York 10036 Ladies and Gentlemen: G&P acquisition cORP., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 20,000,000 units (the “Firm Units”) of the Company to the several unde

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 February 24, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF G&P ACQUISITION CORP. December 30, 2020 G&P Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “G&P Acquisition Corp.” The original certificate of incorporation was filed with the Secretary of State of the State of Delaware

Specimen Unit Certificate

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER U?[ ] [ ] UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] G&P Acquisition Corp. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT [ ] is the owner of Units. Each unit (?Unit?) consists of one (1) share

Form of Indemnity Agreement

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, the board of directors of the Company (the “Board”) has determined that it is reasonable, prudent and ne

Form of Private Placement Warrants Purchase Agreement between the Registrant and our sponsor

EX-10.6 14 tm212256d5ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and G&P Sponsor, LLC, a Delaware l

Power of Attorney (included on signature page)

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 12, 2021. Registration No. 333-??????????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? G&P Acquisition Corp. (Exact name of registrant as specified in its charter) ? Delaware (State or other jurisdiction of incorpo

Consent of M. Therese Antone

Exhibit 99.3 Consent To Be Named as a Director Nominee In connection with the filing by G&P Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of G&P Acquisition

Form of Second Amended and Restated Certificate of Incorporation

EX-3.2 3 tm212256d5ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF G&P ACQUISITION CORP. [ ], 2021 G&P ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “G&P Acquisition Corp.”. The original certificate of incorporation of the Corpor

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 February 12, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Form of Registration Rights Agreement among the Registrant and certain security holders

Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among G&P Acquisition Corp., a Delaware corporation (the “Company”), G&P Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties list

Securities Subscription Agreement, dated as of December 30, 2020, between the Registrant and our sponsor

Exhibit 10.2 G&P ACQUISITION CORP. 650 Fifth Avenue, 30th Floor New York, New York 10019 December 30, 2020 G&P Sponsor, LLC 650 Fifth Avenue, 30th Floor New York, New York 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer G&P Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0

Consent of Edward M. Weil, Jr.

Exhibit 99.1 Consent To Be Named as a Director Nominee In connection with the filing by G&P Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of G&P Acquisition

Consent of Nicholas Radesca

Exhibit 99.4 Consent To Be Named as a Director Nominee In connection with the filing by G&P Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of G&P Acquisition

Specimen Class A Common Stock Certificate

EX-4.2 6 tm212256d5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER C–[ ] [ ] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] G&P Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that [ ] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK O

Promissory Note, dated December 30, 2020, issued by the Registrant in favor of our sponsor

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER (

Form of Administrative Services Agreement between the Registrant and our sponsor

Exhibit 10.8 G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840 [ ], 2021 G&P Sponsor, LLC 222 Bellevue Avenue Newport, Rhode Island 02840 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and G&P Sponsor, LLC, a Delaware limited liability company (the ?Services Provider

Form of Letter Agreement among the Registrant, our sponsor and the Registrant’s officers and directors

Exhibit 10.3 [ ], 2021 G&P Acquisition Corp. 222 Bellevue Avenue Newport, Rhode Island 02840 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with that certain underwriting agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between G&P Acquisition Corp., a Delaware corporation (t

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.4 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between G&P Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trust

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”). WHEREAS, on [ ], 20

Bylaws (incorporated by reference to Exhibit 3.3 filed with the Company’s registration statement on Form S-1 filed by the Registrant on February 12, 2021).

Exhibit 3.3 BY LAWS OF G&P Acquisition corp. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in the State

Consent of Leslie D. Michelson

Exhibit 99.2 Consent To Be Named as a Director Nominee In connection with the filing by G&P Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of G&P Acquisition

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 January 12, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Consent To Be Named as a Director Nominee

Exhibit 99.3 Consent To Be Named as a Director Nominee In connection with the filing by G&P Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of G&P Acquisition

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION G&P ACQUISITION CORP. December 30, 2020

EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF G&P ACQUISITION CORP. December 30, 2020 G&P Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “G&P Acquisition Corp.” The original certificate of incorporation was filed with the Secretary of State o

Consent To Be Named as a Director Nominee

Exhibit 99.2 Consent To Be Named as a Director Nominee In connection with the filing by G&P Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of G&P Acquisition

Consent To Be Named as a Director Nominee

EX-99.4 9 filename9.htm Exhibit 99.4 Consent To Be Named as a Director Nominee In connection with the filing by G&P Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER (

G&P ACQUISITION CORP. 650 Fifth Avenue, 30th Floor New York, New York 10019

Exhibit 10.2 G&P ACQUISITION CORP. 650 Fifth Avenue, 30th Floor New York, New York 10019 December 30, 2020 G&P Sponsor, LLC 650 Fifth Avenue, 30th Floor New York, New York 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer G&P Sponsor, LLC (the ?Subscriber? or ?you?) has made to purchase 5,750,000 shares of Class B common stock (the ?Shares?), $0.0

BY LAWS G&P Acquisition corp. (THE “CORPORATION”) ARTICLE I OFFICES

EX-3.3 3 filename3.htm Exhibit 3.3 BY LAWS OF G&P Acquisition corp. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registe

-

DRS 1 filename1.htm TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on January 12, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-           UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

Consent To Be Named as a Director Nominee

EX-99.1 6 filename6.htm Exhibit 99.1 Consent To Be Named as a Director Nominee In connection with the filing by G&P Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc