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Skadden,
Arps, Slate, Meagher & Flom llp

    Av.
    Brigadeiro Faria Lima, 3311 7° andar04.538-133
São Paulo - SP - Brazil

TEL: +55 11 3708
1820

FAX: +55 11 3708
1845

www.skadden.com

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April 19,
2024

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ruairi Regan

Dorrie Yale

William Demarest

Kristina Marrone

 Re: GP-Act
                                            III Acquisition Corp.

                                            Amendment No. 1 to Draft Registration Statement on Form S-1

                                            Submitted March 8, 2024

                                            CIK No.: 0001834526

Ladies and Gentlemen:

On behalf of GP-Act
III Acquisition Corp. (the “Company”), set forth below are the Company’s responses to the comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in your
letter dated March 28, 2024 (the “Comment Letter”) with regard to the above-referenced Amendment No. 1 to the Draft
Registration Statement on Form S-1 (the “Draft Registration Statement”).

Concurrently with
the submission of this letter, the Company is filing a Registration Statement (the “Registration Statement”) with
the Commission through its EDGAR system, reflecting the revisions described in this letter as well as certain other updated information.
To assist your review, we are separately e-mailing the Staff a copy of the Registration Statement marked to show changes to the Draft
Registration Statement.

For ease of reference,
the responses are numbered to correspond to the numbering of the comments in the Comment Letter and each comment is reproduced in bold
form below. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Draft Registration
Statement on Form S-1

Summary

The Offering, page
16

 1. We
                                            refer to your disclosures on page 21, and elsewhere in your prospectus, that nonmanaging
                                            HoldCo investors will, through Sponsor HoldCo, purchase private placement warrants in connection
                                            with the closing of this offering, and also that you will not issue more than 7,000,000 private
                                            placement warrants because the non-managing HoldCo investors will be purchasing the warrants
                                            in a way that will "proportionally reduce the number of private placement warrants that
                                            would otherwise be purchased by the cosponsors through Sponsor HoldCo." Your disclosure
                                            also states on page 139 in footnote 3 that GP-Sponsor holds 50% of the interest in the voting
                                            power in Sponsor HoldCo, and that investment and voting decisions are made by 51% or more
                                            of the voting power held by the managing members of Sponsor HoldCo. Please revise your disclosures
                                            as appropriate to clarify what type of interests in Sponsor HoldCo the non-managing HoldCo
                                            investors will be purchasing, and how is it that the purchase of these interests will not
                                            provide them with any "right to control Sponsor HoldCo or vote or dispose of any securities
                                            held by Sponsor HoldCo," as you state in various parts of your prospectus. Please also
                                            file the agreement with respect to the purchase of these private placement warrants, or advise.

Response:        The
Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the preliminary prospectus and on
pages 27 and 141 of the Registration Statement in accordance with the Staff’s comment. The Company respectfully advises the Staff that, in the Company's view, the revised disclosure on the cover page of the preliminary
prospectus and on pages 27 and 141 of the Registration Statement appropriately clarifies the terms and conditions of the non-managing
HoldCo investors' investment in Sponsor HoldCo, including what type of interests in Sponsor HoldCo the non-managing HoldCo investors will
be purchasing, and why the purchase of these interests will not provide them with any right to control Sponsor HoldCo or vote or dispose
of any securities held by Sponsor HoldCo.

Risk Factors

If we are deemed
to be an investment company . . ., page 49

 2. We
                                            acknowledge your revised disclosures in response to prior comment 4. Please further revise
                                            your risk factor to disclose clearly that if you are found to be operating as an unregistered
                                            investment company, you may be required to change your operations or wind down your operations.
                                            Also include disclosure with respect to the consequences to investors if you are required
                                            to wind down your operations as a result of this status, such as the losses of the investment
                                            opportunity in a target company, any price appreciation in the combined company, and any
                                            warrants, which would expire worthless.

Response:       The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 50 of the Registration Statement in accordance
with the Staff’s comment.

Transfers of Founder
Shares and Private Placement Warrants, page 141

 3. You
                                            state that no member of Sponsor HoldCo may transfer any portion of its membership interests
                                            in Sponsor HoldCo except in certain specified circumstances. Please revise to clarify whether
                                            these restrictions also apply to the non-managing HoldCo investors.

Response:        The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 23, 25, 141, 149, 154 and 175 of the Registration
Statement in accordance with the Staff’s comment.

*         *         *         *         *

If you have any
questions with respect to the foregoing, please contact me at +55 11-3708-1840 or Mathias.vonBernuth@skadden.com.

    Very truly yours,

    /s/ J. Mathias
    von Bernuth, Esq.

    J. Mathias von Bernuth, Esq.

 cc: Mr.
                                            Antonio Bonchristiano

Mr. Rodrigo Boscolo

GP-Act III Acquisition Corp.