GP-Act III Acquisition Corp. (GPAT) entered into an agreement with Dronamics Group Limited for a proposed business combination. If completed, GPAT would domesticate as a Delaware corporation, Dronamics would reorganize through a new subsidiary, and a GPAT merger subsidiary would merge into Newco, which would survive as a wholly owned subsidiary of GPAT. Holders of Newco stock would receive GPAT common shares from a 40,000,000-share merger consideration pool, allocated based on Newco’s aggregate fully diluted shares.
Closing depends on shareholder approvals, an effective registration statement, regulatory clearances, completion of the reorganizations and other conditions, including at least $25,000,000 in Net Closing Date Cash. GPAT will use reasonable best efforts to obtain a private PIPE investment for post-combination capital. If the transaction closes, the sponsor letter provides for 3,488,780 Founder Shares to be retained, forfeited or made subject to an earnout based on Adjusted NCDC. The agreement may be terminated if closing has not occurred by May 8, 2027, subject to exceptions.
GP-Act III Acquisition Corp. (GPAT) agreed on November 3, 2026, to combine with Dronamics Group Limited. The agreement sets merger consideration at 40,000,000 Holdco common shares, allocated among eligible Newco shares on a fully diluted basis. Dronamics has a US$400 million pre-money equity value and estimated pro forma enterprise value of approximately US$500 million; existing shareholders are expected to roll over 100% of their equity.
The transaction targets approximately US$100 million in net cash proceeds for Dronamics at closing, after transaction expenses, from GPAT trust cash and potential PIPE financing, subject to shareholder redemptions and PIPE commitments. Closing requires shareholder approvals, an effective registration statement, regulatory clearances and at least US$25 million in net closing cash. Completion is expected in the first half of 2027; either party may terminate if closing has not occurred by May 8, 2027, subject to exceptions. Dronamics said it had not begun commercial revenue operations and had generated no meaningful product or service revenue as of November 2026.
GP-Act III Acquisition Corp. (GPAT) is asking shareholders to extend its deadline to complete a business combination from November 13, 2026, to May 8, 2027, and to extend the Trust Account’s liquidation date to May 8, 2027. Both amendments must be approved for the extension to take effect. A separate adjournment proposal would allow more time to solicit votes if needed; the company is not asking shareholders to vote on a business combination now.
The proposed extension would give GPAT more time to negotiate a potential share exchange with an aerospace and logistics technology company. The parties signed a non-binding term sheet on July 10, 2026, and negotiations are at an advanced stage, but there is no assurance they will sign a definitive agreement or complete the transaction. The Trust Account held $99,392,076.68 as of October 26, 2026, and GPAT anticipates an approximately $11.07 per-share redemption price at the meeting. Redemptions could leave only a small fraction of that balance, potentially affecting funds available for a transaction. If the amendments fail and GPAT does not complete a business combination by November 13, 2026, it would wind up and redeem public shares; warrants would expire worthless.
GP-Act III Acquisition Corp., a Cayman Islands SPAC, reported June 30, 2026 results while still seeking an initial business combination. Total assets were $98.4 million, almost entirely marketable securities in the Trust Account of $98.2 million after significant redemptions.
For the six months ended June 30, 2026, the company recorded net income of $2.44 million, driven by $4.48 million of interest on Trust investments, partially offset by $2.03 million of general and administrative expenses. During the extension vote, holders of 19,776,272 Class A shares redeemed for about $215.4 million, leaving 8,973,728 Class A shares subject to redemption at $10.95 per share.
Liquidity outside the Trust is tight, with cash of $10,586, a working capital deficit of $2.26 million, and $595,000 outstanding on related-party promissory notes. The business combination deadline was extended to November 13, 2026, and management disclosed that these liquidity conditions and the mandatory liquidation date raise substantial doubt about the company’s ability to continue as a going concern.
GP-Act III Acquisition Corp. received an amended Schedule 13G from First Trust Merger Arbitrage Fund and related entities stating they no longer hold any Class A Ordinary Shares. As of June 30, 2026, the reporting entities collectively owned 0 shares, representing 0.00% of the outstanding Class A Ordinary Shares.
First Trust Capital Management L.P. is described as investment adviser to various client accounts and may be deemed a beneficial owner when those accounts hold the issuer’s shares. However, FT Capital Management, First Trust Capital Solutions L.P., FTCS Sub GP LLC, and the fund all report no voting or dispositive power over any of the issuer’s shares in this amendment.
AQR Capital Management entities report a significant ownership position in GP-Act III Acquisition Corp. The group, including AQR Capital Management, LLC and related affiliates, reports beneficial ownership of 1,400,000 Class A ordinary shares, representing 8.66% of the class, with only shared, and no sole, voting or dispositive power.
Within this total, AQR Global Alternative Investment Offshore Fund, L.P. holds 838,420 shares, or 5.19% of the class, with voting and dispositive power exercised on a shared basis through AQR-managed entities. The filing is made jointly by multiple AQR entities reflecting their control and investment manager relationships.
GP-Act III Acquisition Corp. amendment to its Schedule 13G/A states that Karpus Management, Inc. reports 0.00 shares beneficially owned of Common Stock (CUSIP G4035N103), representing 0.00% of the class. The filing is signed by the Chief Compliance Officer on 06/05/2026.
GP-Act III Acquisition Corp Schedule 13G shows Polar Asset Management Partners Inc., as investment advisor to Polar Multi-Strategy Master Fund, reports beneficial ownership of 1,800,000 Class A ordinary shares, representing 11.1% of the class.
The filing states the reporting entity has sole power to vote and sole power to dispose for all 1,800,000 shares. The statement is signed by the Chief Compliance Officer on 06/04/2026.
GP-Act III Acquisition Corp. is a SPAC that has not yet completed a business combination and continues to earn only interest on its IPO proceeds. For the quarter ended March 31, 2026, it reported net income of $2.15 million, driven by $2.72 million of interest on trust investments, partially offset by $0.57 million of general and administrative expenses.
Cash outside the trust was $119,428, while the trust held $311.9 million invested mainly in Treasury-focused money market funds. The company carries a working capital deficit and discloses that the mandatory liquidation deadline of November 13, 2026 raises substantial doubt about its ability to continue as a going concern unless a merger closes in time.
Subsequent to quarter-end, shareholders approved an extension of the deadline from May to November 2026 but redeemed 19,776,272 Class A shares for about $215.4 million, leaving roughly $97.8 million in the trust. All 7,187,500 founder Class B shares were converted into Class A, resulting in 35,937,500 Class A shares outstanding.
GP-Act III Acquisition Corp. outlines plans to enter into non-redemption agreements with one or more third-party shareholders to support extending its deadline to complete a business combination. The proposed Extension Amendment and Trust Amendment would move the current May 13, 2026 termination dates to November 13, 2026.
In these non-redemption agreements, shareholders would agree not to redeem specified Class A ordinary shares and to vote in favor of the extension proposals. In return, GP-Act III Sponsor LLC anticipates transferring a negotiated number of Class A ordinary shares to these investors after the initial business combination closes.