GP-Act III signs Dronamics merger; $400M equity value
Closing is contingent on shareholder and regulatory approvals, an effective registration statement and at least US$25 million in net closing cash.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
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.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointDronamics reported no meaningful product or service revenue as of November 2026.
8-K Event Classification
Key Figures
Key Terms
PIPE Investment financial
Minimum Cash Condition financial
Newco SAFE financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
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
4, 2026 (
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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 (see General Instruction A.2. below):
| Written communications 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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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 1.01 Entry into a Material Definitive Agreement.
The Business Combination Agreement
On November 3, 2026, GP-Act III Acquisition Corp., a Cayman Islands exempted company limited by shares (“Holdco”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Dronamics Group Limited, a private company limited by shares incorporated and registered in Ireland (the “Company”). Pursuant to the Business Combination Agreement, (i) GP-Act III Merger Sub, Inc., a Delaware corporation to be incorporated following the date of the Business Combination Agreement as a wholly owned subsidiary of Holdco (“Merger Sub”), will become a party to the Business Combination Agreement prior to the Closing (as defined below) and (ii) the Company will cause a Delaware corporation (“Newco”) to be incorporated following the date of the Business Combination Agreement solely for the purpose of consummating the Company Reorganization (as defined below), the Merger (as defined below) and the other Transactions (as defined below), and will cause Newco to become a party to the Business Combination Agreement pursuant to a joinder agreement (the “Newco Joinder”) promptly following its incorporation and in any event prior to the commencement of the Company Reorganization. Each of Holdco, Merger Sub, the Company and Newco will individually be referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein have the meanings ascribed to them in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth in the Business Combination Agreement, (i) subject to receipt of the Holdco Shareholder Approval (as defined below), at least one business day prior to the Effective Time (as defined below), Holdco will de-register as an exempted company incorporated in the Cayman Islands and transfer by way of continuation to, and domesticate as a corporation under the laws of, the State of Delaware (the “Holdco Domestication”), (ii) prior to the Closing (as defined below), the Company will effect a reorganization pursuant to which, among other things, (A) the holders of shares in the capital of the Company (the “Company Shareholders” and such shares, the “Company Shares”) will transfer each Company Share held by them to Newco by way of a share-for-share exchange in consideration for the issue of one share of common stock of Newco (“Newco Stock”) for each Company Share so transferred, such that the Company will become a wholly owned subsidiary of Newco, (B) the Company will novate (or, solely to the extent novation is not available under the terms of the applicable instrument, assign) to Newco, and Newco will assume, the Company’s rights and obligations under the Company SAFEs (as so novated, the “Newco SAFEs”) and under the Company Convertible Notes the holders of which have consented to such assignment and assumption (as so assigned, the “Newco Convertible Notes”), and, subject to the terms of the Business Combination Agreement, the Legacy Notes (as defined below) and Strategic Investor Instruments (as defined in the Business Combination Agreement) will be treated in accordance with Section 3.3 thereof, (C) Newco will adopt an equity incentive plan and assume the Company Options, subject to the consent of the applicable optionholders (as so assumed, each, a “Newco Option”), (D) any shares of Newco Stock issued in connection with Newco’s formation will be surrendered and cancelled without consideration and (E) following the completion of the foregoing steps, the Company will elect to be treated as an entity disregarded from Newco for U.S. federal income tax purposes (collectively, the “Company Reorganization”) and (iii) on the Closing Date (as defined below), following the completion of the Holdco Domestication and the Company Reorganization, Merger Sub will merge with and into Newco (the “Merger” and, together with the Holdco Domestication, the Company Reorganization and the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with Newco as the surviving entity and a wholly owned subsidiary of Holdco. It is also anticipated that, in connection with the Transactions, Holdco will change its name to “Dronamics Holdings, Inc.” (or another name as designated by the Company).
The Company and Newco may not complete the Company Reorganization until (i) the conditions to the Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing or that relate to the Company Reorganization), (ii) Holdco has delivered its pre-Closing certificate setting forth, among other things, the amount of Closing Date Cash (as defined in the Business Combination Agreement) and (iii) Holdco has confirmed to the Company in writing that it reasonably expects the Minimum Cash Condition (as defined below) to be satisfied at the Closing. The closing of the Transactions (the “Closing”) will take place on the date that is two business days after the first date on which all conditions to the Closing set forth in the Business Combination Agreement have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing), or at such other time as Holdco and the Company may mutually agree in writing (the date on which the Closing occurs, the “Closing Date”), and the Merger will become effective upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, or at such later time as may be agreed by Holdco and Newco and specified therein (the “Effective Time”). The Closing and the Effective Time will occur after the completion of the Holdco Domestication, the Holdco Conversion (as defined below) and the Company Reorganization, with at least two hours having elapsed between the completion of each of the foregoing and the Closing and the Effective Time.
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The Parties intend that, for U.S. federal income tax purposes, each of the Holdco Domestication and the Company Reorganization will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”), and that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (collectively, the “Intended Tax Treatments”).
Pursuant to the Holdco Domestication, (i) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of Holdco (the “Holdco Class A Ordinary Shares”) will convert automatically, on a one-for-one basis, into one share of common stock of Holdco (as domesticated, the “Domesticated Holdco Common Shares” and, together with the Holdco Class A Ordinary Shares prior to the Holdco Domestication, the “Holdco Common Shares”) and (ii) each then issued and outstanding warrant to purchase Holdco Class A Ordinary Shares (each, a “Holdco Warrant”) will convert automatically into a warrant to acquire Domesticated Holdco Common Shares on the terms and subject to the conditions of the agreement governing such Holdco Warrant (each, a “Domesticated Holdco Warrant” and such conversions, collectively, the “Holdco Conversion”). In connection with the Holdco Domestication, Holdco will adopt a certificate of incorporation and bylaws, each in a form mutually agreeable to Holdco and the Company.
In addition, following the Company Reorganization and immediately prior to the Effective Time, (i) each Newco SAFE will convert into shares of Newco Stock in accordance with the terms of the applicable SAFE agreement, whether or not the holder thereof has elected to receive a cash payment, and no cash will be payable in respect of any Newco SAFE, (ii) each Newco Convertible Note then outstanding (including the convertible notes in an aggregate principal amount of $2,500,000 issued by the Company on September 17, 2026 (the “2026 Convertible Notes”)) will convert into shares of Newco Stock in accordance with its terms and (iii) each Strategic Investor Instrument will convert into shares of Newco Stock or be terminated. As of the Effective Time, subject to the consent of the applicable optionholders, each Newco Option that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire shares of Newco Stock and shall be substituted with an option to acquire Holdco Common Shares. The Company has also agreed to use reasonable best efforts to obtain, before the completion of the Company Reorganization, (a) an extraordinary resolution of the holders of the Company’s outstanding legacy convertible loan notes (the “Legacy Notes”) approving the novation of the Legacy Notes to Newco and their conversion into shares of Newco Stock (whether or not the Transactions constitute a liquidity event under the Legacy Notes), with holders of Legacy Notes entitled to elect to receive a cash payment for the amount owed under the Legacy Notes as set forth in the Company Disclosure Letter, and (b) the agreement of each holder of a Strategic Investor Instrument to the novation of such instrument to Newco or its conversion into shares of Newco Stock and the waiver or termination of any related cash, governance or consent rights. Any Company Convertible Note or Newco Convertible Note not so converted will be repaid in full at or before the Closing, and any Strategic Investor Instrument not so converted or terminated will be terminated at or prior to the Closing without liability to Holdco, Newco or the Company and without any increase in the Merger Consideration. The shares of Newco Stock issued upon such conversions will be converted in the Merger into the right to receive the applicable portion of the Merger Consideration (as defined below).
Pursuant to the Merger, each share of Newco Stock (including shares of Newco Stock issued upon the conversion of the Newco SAFEs, the Newco Convertible Notes, the Strategic Investor Instruments and the Legacy Notes, as applicable, immediately prior to the Effective Time) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Business Combination Agreement)) will be converted into the right to receive a number of Holdco Common Shares equal to the quotient of (i) 40,000,000 Holdco Common Shares (the “Merger Consideration”) divided by (ii) the Aggregate Fully-Diluted Shares of Newco Stock (as defined in the Business Combination Agreement, and which includes shares of Newco Stock issuable upon exercise of outstanding Newco Options) (such quotient, the “Merger Consideration Per Fully-Diluted Share”), subject to equitable adjustment for any stock split, stock dividend, recapitalization or similar change with respect to the Holdco Common Shares occurring prior to the Effective Time (other than any issuance, conversion, redemption, cancellation or forfeiture of securities expressly contemplated by the Business Combination Agreement, including in connection with the Holdco Domestication, the Company Reorganization, the redemption of Holdco Common Shares or the PIPE Investment). Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of Newco as the surviving entity of the Merger.
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In addition, pursuant to the Merger, each Newco Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will be substituted with an option to acquire Holdco Common Shares (each, a “Replacement Option”) on the same terms and conditions (including with respect to vesting) as were applicable to such Newco Option, except that the number of Holdco Common Shares subject to, and the per share exercise price of, such Replacement Option will be adjusted by reference to the Merger Consideration Per Fully-Diluted Share.
The Business Combination Agreement and the Transactions have been approved by the board of directors of Holdco, and the board of directors of Holdco has determined to recommend that the shareholders of Holdco approve the Transaction Proposals (as defined in the Business Combination Agreement). The Business Combination Agreement and the Transactions have also been approved by the board of directors of the Company, which has resolved, subject to its fiduciary and statutory duties under the laws of Ireland, to recommend that the Company Shareholders vote in favor of the Company Reorganization.
Representations and Warranties
The Business Combination Agreement contains representations and warranties that are customary for transactions of this nature, including with respect to, among other things: corporate matters, including organization, existence and standing; capitalization; authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary agreements; no conflict; governmental approvals; board approvals; financial statements; litigation and compliance with laws; material contracts; taxes; intellectual property; permits; aviation regulatory matters; and, in the case of Holdco, SEC filings and the Trust Account. Newco will also make certain representations and warranties pursuant to the Newco Joinder.
Covenants
The Business Combination Agreement includes customary covenants of the Parties with respect to the operation of their respective businesses prior to the consummation of the Transactions. The Business Combination Agreement contains additional covenants of the Parties, including, among others: (i) covenants providing that Holdco and the Company will jointly prepare, and Holdco will file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement / prospectus, and that the Parties will cooperate with respect thereto (and any amendments and supplements thereto), (ii) a covenant of Holdco to convene a general meeting of its shareholders and to solicit proxies from its shareholders in favor of the Transaction Proposals, and for the board of directors of Holdco to recommend that Holdco’s shareholders approve the Transaction Proposals, (iii) covenants providing that the Company will obtain the Company Shareholder Approvals (as defined in the Business Combination Agreement) by unanimous written resolution of the Company Shareholders prior to implementing the Company Reorganization, and that Newco will obtain the approval of its stockholders, which may be obtained by written consent, prior to the Effective Time, (iv) covenants providing that the Company and Newco will take all actions necessary or advisable to implement and complete the Company Reorganization in accordance with the Business Combination Agreement, (v) covenants providing that the Company will cause Newco to be incorporated and to execute and deliver the Newco Joinder as promptly as reasonably practicable and that Newco will not engage in any business or operations other than those incidental to the Transactions, (vi) a covenant providing that the Company will cause each Principal Shareholder (as defined below) to execute and deliver a Transaction Support and Voting Agreement (as defined below) no later than thirty (30) days following the date of the Business Combination Agreement, (vii) a covenant providing that the Parties will use reasonable best efforts to obtain any required consents or approvals pursuant to any applicable antitrust laws, foreign direct investment regulations or other applicable legal requirements, (viii) covenants maintaining confidentiality and public announcements and other communications regarding the Business Combination Agreement and the transactions and other documents contemplated thereby and related matters, (ix) covenants providing that the Parties will not solicit, initiate, enter into or continue discussions, negotiations or transactions with respect to any alternative acquisition proposal or business combination proposal, subject to certain exceptions, (x) a covenant providing that Holdco will cause the Holdco Domestication to become effective at least one business day prior to the Effective Time, (xi) covenants providing that Holdco will use its reasonable best efforts to cause the Holdco Common Shares to be issued in connection with the Merger to be conditionally approved for listing on Nasdaq, (xii) covenants providing for the indemnification of, and the maintenance of directors’ and officers’ liability insurance for, the current and former directors and officers of the Company and Holdco, (xiii) a covenant providing that the Parties will take all necessary action to cause the board of directors of Holdco immediately following the Closing to consist of seven (7) directors, including (A) two (2) directors designated by GP-Act III Sponsor LLC (the “Sponsor”), (B) Svilen Rangelov and Konstantin Rangelov and (C) three (3) other individuals to be determined by the Company, (xiv) covenants providing that Holdco will adopt an employee stock purchase plan effective as of the Closing and, to the extent necessary, file a registration statement on Form S-8 with respect to the Holdco Common Shares subject to the Replacement Options and issuable under such employee stock purchase plan, (xv) covenants permitting Holdco and the Sponsor to seek any required extension of the deadline by which Holdco must complete its initial business combination (a “Holdco Extension”) and to enter into Non-Redemption Agreements (as defined below) in connection therewith, (xvi) covenants providing that Holdco will use its reasonable best efforts to obtain the PIPE Investment (as defined below), (xvii) covenants regarding the Intended Tax Treatments and (xviii) covenants with respect to Section 16 matters under the Securities Exchange Act of 1934, as amended.
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Mutual Conditions to the Consummation of the Transactions
The consummation of the Transactions is subject to customary closing conditions, including, among others: (i) the approval by Holdco’s shareholders of any required Holdco Extension (the “Holdco Extension Approval”), (ii) the approval by Holdco’s shareholders of the Transaction Proposals (the “Holdco Shareholder Approval”), (iii) the Registration Statement having become effective under the Securities Act of 1933, as amended (the “Securities Act”), and no stop order suspending its effectiveness having been issued and no proceedings for that purpose having been initiated or threatened by the SEC and not withdrawn, (iv) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other applicable antitrust and foreign investment laws having been made, the expiration or termination of any applicable waiting period thereunder and the receipt of all clearances, approvals and consents required thereunder, (v) the absence of any governmental order or law making the Transactions illegal or otherwise enjoining, preventing or prohibiting the consummation of the Transactions, and the absence of any pending legal proceeding by a governmental authority of competent jurisdiction seeking to restrain or prohibit the consummation of the Merger or any other Transaction, (vi) the Holdco Common Shares to be issued in connection with the Merger and the Domesticated Holdco Warrants having been conditionally approved for listing on Nasdaq, (vii) the completion of the Holdco Domestication and the Company Reorganization and (viii) the receipt of the Company Shareholder Approvals and the approval of the Business Combination Agreement and the Merger by the stockholders of Newco.
Holdco’s Conditions to the Consummation of the Transactions
The obligations of Holdco and Merger Sub to consummate the Transactions are also subject to, among other things, customary closing conditions, including no Company Material Adverse Effect having occurred, the receipt of the consents, approvals, authorizations and waivers required in connection with the Company Reorganization, the passing of the extraordinary resolution of the holders of the Legacy Notes described above (or the repayment or conversion of all Legacy Notes), the execution and delivery by Newco of the Newco Joinder, and the receipt of the agreements of each holder of a Strategic Investor Instrument described above.
The Company’s Conditions to the Consummation of the Transactions
The obligations of the Company and Newco to consummate the Transactions are also subject to, among other things customary closing conditions, including, without limitation: (i) the absence of any Holdco Material Adverse Effect and (ii) the Net Closing Date Cash being no less than $25,000,000 (the “Minimum Cash Condition”).
Termination
The Business Combination Agreement may be terminated at any time prior to the Closing by mutual written consent of Holdco and the Company and in certain other circumstances, including, among others: (a) by either Holdco or the Company (i) if any governmental authority of competent jurisdiction has issued a final, non-appealable order or law making the consummation of the Transactions illegal or otherwise prohibiting the consummation of the Transactions, (ii) if the Holdco Extension Approval, if applicable, or the Holdco Shareholder Approval is not obtained, (iii) if the Closing has not occurred on or before May 8, 2027, subject to certain exceptions, (iv) upon a breach of any representation, warranty, covenant or agreement of the other party such that the related closing conditions would not be satisfied, subject to a cure period, and (b) by Holdco if, within thirty (30) days following the date of the Business Combination Agreement, any Principal Shareholder (as defined below) has failed to execute and deliver a Transaction Support and Voting Agreement (as defined below).
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A copy of the Business Combination Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been provided to investors with information regarding its terms. It is not intended to provide any other factual information about Holdco or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to Holdco’s investors and security holders. Holdco’s investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Holdco’s public disclosures.
Related Agreements
Transaction Support and Voting Agreements
Pursuant to the Business Combination Agreement, promptly, and in any event no later than thirty (30) days following the date of the Business Combination Agreement, the Company will cause each of the Company Shareholders listed on Schedule A to the Business Combination Agreement (collectively, the “Principal Shareholders”) to execute and deliver to Holdco a transaction support and voting agreement in the form attached as Exhibit B to the Business Combination Agreement (each, a “Transaction Support and Voting Agreement”). Pursuant to the Transaction Support and Voting Agreements, each Principal Shareholder will agree, severally and not jointly, among other things, (i) to vote (or procure the vote of) all Company Shares held by it in favor of the Company Reorganization, the Merger and the adoption of the Business Combination Agreement and the other applicable ancillary documents, and against any Acquisition Proposal (as defined in the Business Combination Agreement) and any other action that would reasonably be expected to impede, delay or adversely affect the Transactions, (ii) to execute all consents required under the Company’s existing shareholders’ agreement in connection with the Transactions, to waive certain rights thereunder and under the Company’s constitution, and to terminate such shareholders’ agreement effective immediately prior to the Effective Time and release claims thereunder, (iii) not to transfer any of its Company Shares prior to the earlier of the Closing and the termination of its Transaction Support and Voting Agreement, other than certain permitted transfers to transferees that agree to be bound by the Transaction Support and Voting Agreement, (iv) not to solicit any Acquisition Proposal and (v) not to exercise any dissenters’ or appraisal rights in connection with the Transactions. In addition, Holdco has agreed in the Transaction Support and Voting Agreements that a number of shares held by each Principal Shareholder sufficient to pay taxes arising from the Transactions will be exempt from the transfer restrictions under any lock-up agreement and will be registered for resale in connection with the Registration Statement, on terms to be set forth in a separate agreement to be negotiated prior to the Closing, and that Holdco will use commercially reasonable efforts to promote direct sales of such shares to private investors, subject to such efforts being commercially viable and not adversely affecting the PIPE Investment or any other primary issuance of securities by Holdco. Each Transaction Support and Voting Agreement will terminate upon the earliest of the Effective Time, the valid termination of the Business Combination Agreement, the written agreement of the parties thereto and, with respect to the applicable Principal Shareholder, certain amendments or waivers of the Business Combination Agreement that materially and adversely change the type or amount of consideration to be received by such Principal Shareholder without its consent.
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The form of Transaction Support and Voting Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description of the Transaction Support and Voting Agreements is subject to and qualified in its entirety by reference to the full text of the form of Transaction Support and Voting Agreement, the terms of which are incorporated herein by reference.
Subscription Agreements and PIPE Investment
Following the execution of the Business Combination Agreement and prior to the Closing, Holdco may enter into subscription agreements (the “Subscription Agreements”), in a form to be mutually agreed by Holdco and the Company, with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors are expected to agree to purchase Holdco Common Shares in a private placement or placements to be consummated substantially concurrently with or prior to the Closing (the “PIPE Investment”). Prior to the earlier of the Closing and the valid termination of the Business Combination Agreement, Holdco will use its reasonable best efforts to obtain the PIPE Investment, enforce the obligations of the PIPE Investors under the Subscription Agreements and consummate the purchases contemplated thereby, and the Company will cooperate with Holdco in connection therewith.
The closing of the PIPE Investment pursuant to the Subscription Agreements would take place prior to or substantially concurrently with the Closing and would be subject to customary closing conditions. The purpose of the PIPE Investment is to raise additional capital for use by the post-combination company following the Closing. Without the prior written consent of the Company, Holdco may not consummate the PIPE Investment if the Holdco Common Shares issued therein are priced below $10.00 per share or if the PIPE Investment includes warrants or other structural enhancements, except for incentives satisfied and borne solely by the Sponsor (including through the transfer or forfeiture of Founder Shares (as defined below)) that do not reduce the cash purchase price below $10.00 per share or reduce Closing Date Cash. Any equity or equity-linked financing of Holdco or the Company following the execution of the Business Combination Agreement will require the prior written consent of each of Holdco and the Company, subject to certain exceptions.
Non-Redemption Agreements
As previously disclosed in Holdco’s Current Reports on Form 8-K filed with the SEC on May 13, 2026 and May 14, 2026, in connection with the extension of the deadline by which Holdco must consummate its initial business combination approved at Holdco’s extraordinary general meeting of shareholders reconvened on May 12, 2026, Holdco and the Sponsor entered into non-redemption agreements on or about May 11, 2026 (the “Existing Non-Redemption Agreements”) with certain third-party shareholders of Holdco, pursuant to which such shareholders agreed not to redeem, and to vote in favor of such extension with respect to, an aggregate of 8,074,387 Holdco Class A Ordinary Shares, and the Sponsor agreed to transfer to such shareholders an aggregate of 403,720 Holdco Class A Ordinary Shares promptly following the closing of Holdco’s initial business combination. The Business Combination Agreement permits Holdco, the Sponsor and their respective affiliates to perform their obligations under the Existing Non-Redemption Agreements and to enter into additional non-redemption or similar agreements with Holdco’s shareholders in connection with any Holdco Extension, the Holdco Shareholder Approval or the Transactions (together with the Existing Non-Redemption Agreements, the “Non-Redemption Agreements”), provided that no additional Non-Redemption Agreement may impose any monetary obligation on the Company or its subsidiaries and any incentive or other consideration payable under any Non-Redemption Agreement will be borne solely by the Sponsor and will not reduce Closing Date Cash.
The form of Non-Redemption Agreement was filed as Exhibit 10.1 to Holdco’s Current Report on Form 8-K filed with the SEC on May 13, 2026, and the foregoing description of the Existing Non-Redemption Agreements is qualified in its entirety by reference thereto.
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Sponsor Letter Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, certain directors of Holdco (together with the Sponsor, the “Sponsor Parties”), Holdco and the Company entered into a sponsor letter agreement (the “Sponsor Letter Agreement”), to which Newco will become a party pursuant to a joinder agreement following its incorporation, pursuant to which the Sponsor Parties agreed, among other things, (i) to vote all of the Holdco securities held by them, including an aggregate of 7,187,500 Holdco Class A Ordinary Shares held by the Sponsor Parties (the “Founder Shares”), in favor of the Holdco Extension Approval and each of the Transaction Proposals and against any competing business combination proposal or other proposal that would reasonably be expected to prevent, materially impede or delay the Transactions, (ii) not to redeem any of their Holdco securities in connection with the Transactions or any Holdco Extension, (iii) not to transfer any of their Holdco securities prior to the earliest of the Closing, the valid termination of the Business Combination Agreement and the liquidation of Holdco, subject to certain permitted transfers, (iv) not to solicit or enter into any alternative business combination proposal, (v) to waive any anti-dilution or similar protection with respect to the Founder Shares arising from the Transactions, (vi) not to commence or participate in any action challenging the Business Combination Agreement or the Transactions, subject to certain exceptions, and (vii) to deliver at the Closing duly executed counterparts of the Amended and Restated Registration Rights Agreement (as defined below).
The Sponsor Letter Agreement further provides that, effective as of immediately following the Holdco Conversion and immediately prior to the Effective Time, and conditioned upon the Closing, 3,488,780 of the Founder Shares held by the Sponsor Parties (the “Forfeitable Founder Shares”) will be retained by the Sponsor Parties, forfeited or made subject to an earnout, depending on the amount of Closing Date Cash minus Holdco Transaction Expenses, increased by the gross cash proceeds funded to the Company under the 2026 Convertible Notes prior to the Closing and of any other financing funded by the Sponsor’s managing members or their affiliates following the execution of the Business Combination Agreement (“Adjusted NCDC”). The Forfeitable Founder Shares exclude (i) the 75,000 Founder Shares held by Holdco’s independent directors, (ii) the 3,220,000 Founder Shares attributable to the membership interests in the Sponsor of its non-managing members, (iii) the 403,720 Founder Shares to be transferred under the Existing Non-Redemption Agreements and (iv) any Founder Shares to be transferred under any additional non-redemption or financing arrangement. If Adjusted NCDC is $100,000,000 or more, all of the Forfeitable Founder Shares will be retained. If Adjusted NCDC is $25,000,000 or less, 25% of the Forfeitable Founder Shares will be retained, up to an additional 25% (scaling with Adjusted NCDC) will be subject to the earnout and the remainder will be forfeited, and if Adjusted NCDC is between those amounts, the treatment of the Forfeitable Founder Shares will scale on a straight-line basis. The Founder Shares subject to the earnout will vest if, within five years following the Closing, the volume-weighted average price of the Holdco Common Shares over any ninety (90) consecutive trading-day period exceeds $14.00 per share (or upon certain change of control transactions at or above such price), and will otherwise be forfeited. Prior to vesting, such earnout shares may not be transferred (subject to limited exceptions), will be voted in the same proportion as the other Holdco Common Shares and will not be entitled to receive dividends or distributions (which will be held and paid only upon vesting). The same treatment will apply to 475,000 of the 4,500,000 private placement warrants held by the Sponsor (the remaining 4,025,000 of which are attributable to the Sponsor’s non-managing members and are excluded), and private placement warrants subject to the earnout may not be exercised unless and until the vesting condition is satisfied.
The Sponsor Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
Amended and Restated Registration Rights Agreement
Pursuant to the Business Combination Agreement, prior to or at the Closing, Holdco, the Sponsor, the Principal Shareholders and certain other shareholders of Newco are expected to enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), pursuant to which, among other things, effective as of the Closing and subject to certain exceptions, (i) such shareholders of Newco will agree not to transfer the Merger Consideration received by them in connection with the Merger and (ii) the Sponsor will agree not to transfer the Founder Shares retained by it pursuant to the Sponsor Letter Agreement, in each case for a period of six (6) months following the Closing Date, subject to certain exceptions.
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The form of the Amended and Restated Registration Rights Agreement will be mutually agreed by the parties thereto prior to the Closing.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Holdco Common Shares that may be issued in connection with the PIPE Investment will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of Holdco under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
On November 3, 2026, Holdco and the Company issued a joint press release announcing the execution of the Business Combination Agreement and the Transactions. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
An Investor Presentation for use by Holdco with certain of its shareholders and other persons with respect to the Transactions is furnished as Exhibit 99.2 to this Current Report.
Additional Information about the Proposed Business Combination and Where to Find It
The proposed business combination will be submitted to shareholders of Holdco for their consideration. Holdco intends to file the Registration Statement with the SEC, which will include a preliminary proxy statement to be distributed to Holdco’s shareholders in connection with Holdco’s solicitation of proxies for the vote by Holdco’s shareholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, Holdco will mail a definitive proxy statement / prospectus and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. In addition, in connection with the proposed extension of the date by which Holdco must consummate an initial business combination, Holdco filed with the SEC a definitive proxy statement on October 26, 2026 (the “Extension Proxy Statement”) relating to an extraordinary general meeting of Holdco’s shareholders to be held on November 12, 2026. Holdco’s shareholders and other interested persons are advised to read the Extension Proxy Statement and, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with Holdco’s solicitation of proxies for its general meeting of shareholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about Holdco, the Company and the proposed business combination. Shareholders may also obtain a copy of the Extension Proxy Statement and, once available, the preliminary or definitive proxy statement / prospectus, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by Holdco, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: GP-Act III Acquisition Corp., 300 Park Avenue, 2nd Floor, New York, New York 10022.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Participants in the Solicitation
Holdco, the Company and certain of their respective directors, executive officers and other members of management, employees and consultants may, under SEC rules, be deemed to be participants in the solicitations of proxies from Holdco’s shareholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Holdco’s shareholders in connection with the proposed business combination will be set forth in the proxy statement / prospectus when it is filed with the SEC. You can find more information about Holdco’s directors and executive officers in Holdco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 26, 2026 (the “Annual Report”), and in the Extension Proxy Statement. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement / prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This communication relates to a potential financing through a private placement of Holdco Common Shares to be issued in connection with the proposed business combination. This communication shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act.
Forward-Looking Statements
The information in this communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product development and commercialization plans, potential benefits of the proposed business combination and expectations related to the terms and timing of the proposed business combination. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the Company’s and Holdco’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and Holdco. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: the failure to obtain the approval of Holdco’s shareholders for the proposed extension of the date by which Holdco must consummate an initial business combination; the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the inability to complete the proposed business combination, including due to the failure to obtain the approval of Holdco’s shareholders, to satisfy the Minimum Cash Condition or other conditions to the Closing or to complete the Company Reorganization; the amount of redemption requests made by Holdco’s public shareholders; the ability to obtain the PIPE Investment or other financing; the receipt of required regulatory approvals, including under applicable antitrust and foreign investment laws, and of aviation certifications and authorizations; the ability to obtain or maintain the listing of Holdco’s securities on Nasdaq following the proposed business combination; and those factors discussed in the Annual Report and in Holdco’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 under the heading “Risk Factors,” and other documents of Holdco filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Holdco nor the Company presently know or that Holdco and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Holdco’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. Holdco and the Company anticipate that subsequent events and developments may cause Holdco’s or the Company’s assessments to change. However, while Holdco and the Company may elect to update these forward-looking statements at some point in the future, Holdco and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Holdco’s or the Company’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1* | Business Combination Agreement, dated as of November 3, 2026, by and between GP-Act III Acquisition Corp. and Dronamics Group Limited | |
| 10.1 | Sponsor Letter Agreement, dated as of November 3, 2026, by and among GP-Act III Sponsor LLC, the Insiders named therein, GP-Act III Acquisition Corp. and Dronamics Group Limited | |
| 10.2 | Form of Transaction Support and Voting Agreement | |
| 99.1 | Press Release, dated November 3, 2026 | |
| 99.2 | Investor Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Holdco agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. |
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SIGNATURES
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.
Date: November 4, 2026
| GP-ACT III ACQUISITION CORP. | ||
| By: | /s/ Rodrigo Boscolo | |
| Rodrigo Boscolo | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Dronamics to Go Public Through Business Combination with GP-Act III Acquisition Corp.
| ● | Dronamics designs and builds long-range unmanned aircraft, with applications across commercial cargo operations, national security, critical minerals exploration and sovereign aerospace |
| ● | Large drone platform developed over 12 years supported by an EU (European Union) drone airline license and IATA / ICAO codes, providing a foundation for commercial scale-up |
| ● | Strategic relationships with Hellmann Worldwide Logistics, HENSOLDT, Xcalibur Smart Mapping and Asia Air Survey bring together established industry players to support commercialization and international expansion |
| ● | ~US$500 million implied pro-forma enterprise value, with existing Dronamics shareholders expected to roll over 100% of their equity |
| ● | PIPE financing and cash retained in GPAT’s trust account are targeted to provide approximately US$100 million in net cash proceeds to Dronamics at closing, after aggregate transaction expenses and subject to shareholder redemptions and PIPE commitments |
NEW YORK, New York, November 3rd, 2026 – Dronamics Group Limited (“Dronamics” or the “Company”), a developer and operator of long-range unmanned aircraft systems for cargo logistics, defense and other mission-critical applications, and GP-Act III Acquisition Corp. (Nasdaq: GPAT) (“GPAT”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the “BCA”) with respect to a proposed business combination (the “Proposed Transaction”).
Upon completion of the Proposed Transaction, the combined company is expected to be listed on Nasdaq, with transaction proceeds intended to scale production of Dronamics’ Black Swan aircraft, accelerate commercial operations and support the Company’s growth across autonomous logistics, national security, critical minerals exploration and sovereign aerospace. Dronamics is Europe’s first licensed cargo drone airline, with international airline designator codes from both the International Air Transport Association (IATA) and the International Civil Aviation Organization (ICAO).
Transaction Overview
The BCA provides for a US$400 million pre-money equity value for Dronamics on a fully diluted basis, implying an estimated pro-forma enterprise value of approximately US$500 million. Existing Dronamics shareholders are expected to roll over 100% of their equity into the combined company.
The Proposed Transaction is targeted to provide approximately US$100 million in net cash proceeds to Dronamics at closing, after aggregate transaction expenses, through a combination of PIPE financing and cash remaining in GPAT’s trust account, subject to shareholder redemptions and PIPE commitments. The BCA includes a minimum cash condition requiring at least US$25 million to be added to Dronamics’ balance sheet at closing, net of aggregate transaction expenses, subject to the terms and conditions of the BCA.
As part of the broader financing plan, GPAT’s co-sponsors and certain existing Dronamics investors have entered into convertible loan financing arrangements, a portion of which has already been funded.
In connection with the Proposed Transaction, Dronamics and GPAT are engaged in discussions with institutional investors and certain strategic partners regarding a potential participation in the PIPE financing, if any. Any binding financing commitments will be disclosed in GPAT’s filings with the U.S. Securities and Exchange Commission (the “SEC”), as applicable.
The Proposed Transaction, which has been approved by the Board of Directors of GPAT and Dronamics, is expected to close in the first half of 2027, subject to approval by GPAT’s shareholders, receipt of required regulatory and other approvals and satisfaction or waiver, as applicable, of the other closing conditions set forth in the BCA, including the minimum cash condition.
Additional information regarding the Proposed Transaction, including a copy of the BCA, will be included in a Current Report on Form 8-K to be filed by GPAT with the SEC.
Business Highlights
Dronamics’ Black Swan is a long-range, fixed-wing NATO Class III unmanned aircraft designed for multiple missions. For cargo logistics, the Company plans to operate its own aircraft and sell middle-mile cargo capacity, leveraging existing, often underutilized regional airfields. In national security, the Black Swan is being developed for military resupply and contested logistics, intelligence, surveillance and reconnaissance (ISR), airborne early warning (AEW) and drone mothership counter-unmanned aircraft system (counter-UAS) applications.
Alongside the Black Swan, Dronamics is developing the Black Cygnet tactical drone platform - a smaller, NATO Class I long-endurance aircraft aimed at civil protection and national security missions. It was recently demonstrated as part of a NATO exercise for search and rescue and ISR missions, carrying an integrated partner sensor, and is being developed for further applications, leveraging the vertically integrated capabilities in aircraft design, composite manufacturing, assembly and testing that the Company has built over the past 12 years.
Dronamics has established strategic relationships and validated demand across its core markets. In cargo logistics, it has a binding cooperation agreement with Hellmann Worldwide Logistics as a priority partner intending to contribute at least 30% of the Dronamics global cargo capacity. In addition to that, more than 730 Black Swan aircraft are estimated to be deployed with partners under various MOUs, LOIs and term sheets on the cargo side alone. In defense, Dronamics’ partnership with HENSOLDT is focused on developing an unmanned airborne early warning (AEW) platform, addressing increased demand in European defense spending for Made in Europe technologies. In aerial services, Dronamics is partnering with Xcalibur Smart Mapping on airborne geophysics for critical minerals exploration and with Asia Air Survey, also a strategic investor in the Company, on geospatial surveying and civil protection applications.
Management Commentary
Svilen Rangelov, Co-Founder and President of Dronamics, said:
“The signing of this business combination agreement represents an important milestone for Dronamics as we prepare for the next stage of our growth. We believe the Black Swan can create a new category in autonomous aviation by combining long-range capability, meaningful payload capacity and the potential for attractive operating economics across cargo logistics, national security and other mission-critical applications. The proposed transaction with GPAT and a Nasdaq listing would support our plans to accelerate commercialization, expand manufacturing capacity, and launch operations in the US and beyond.”
Antonio Bonchristiano, Chief Executive Officer of GP-Act III Acquisition Corp., said:
“Dronamics has developed a differentiated, large unmanned aircraft platform with applications across cargo logistics, defense and airborne surveying. Our conviction is grounded in the Black Swan’s multi-role capabilities, the Company’s relationships with established partners and the opportunity to scale the platform globally. Following the signing of the BCA, we look forward to working with Svilen and the Dronamics team to complete the transaction and support the Company’s next phase of growth.”
Advisors
Cantor Fitzgerald & Co. is GPAT’s IPO underwriter. Lazard is serving as financial advisor to Dronamics. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to GPAT. Paul Hastings LLP is serving as U.S. legal counsel to Dronamics.
About Dronamics
Dronamics is an autonomous aviation company designing and manufacturing unmanned aircraft systems for applications across cargo logistics, national security, critical minerals exploration and sovereign aerospace. Founded in 2014 and headquartered in Sofia, Bulgaria, Dronamics’ vertically integrated model spans research and development, manufacturing, aircraft leasing and airline operations. For more information, visit www.dronamics.com.
About GP-Act III Acquisition Corp.
GP-Act III Acquisition Corp. (Nasdaq: GPAT) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. For more information, see GPAT’s filings with the SEC at www.sec.gov.
Additional Information and Where to Find It
In connection with the Proposed Transaction, a registration statement on Form S-4 is expected to be filed with the SEC. The registration statement will include a proxy statement for GPAT shareholders and a prospectus relating to the securities to be issued in the Proposed Transaction. After the registration statement is declared effective, GPAT intends to distribute the definitive proxy statement/prospectus and other relevant materials to its shareholders in connection with the vote on the Proposed Transaction.
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INVESTORS AND SECURITYHOLDERS OF GPAT ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GPAT, DRONAMICS, THE PROPOSED TRANSACTION AND RELATED MATTERS.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTION OR ANY SECURITIES OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Investors and securityholders will be able to obtain copies of these documents, when available, free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to GP-Act III Acquisition Corp., 300 Park Avenue, 2nd Floor, New York, NY 10022, Attn: Rodrigo Boscolo, Email: investors@gp-act3.com.
Participants in the Solicitation
GPAT, Dronamics and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from GPAT shareholders in connection with the Proposed Transaction. Information regarding GPAT’s directors and executive officers and their ownership of GPAT securities is available in GPAT’s filings with the SEC. Additional information regarding persons who may be deemed participants in the solicitation and their interests in the Proposed Transaction will be included in the proxy statement/prospectus and other relevant materials when they become available.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws. These forward-looking statements may relate to, among other things, the Proposed Transaction between GPAT and Dronamics; the parties’ ability to complete the Proposed Transaction on the terms set forth in the BCA; the expected structure, valuation and financing of the Proposed Transaction; the amount of cash expected to be available to Dronamics following the Proposed Transaction, including the amount of shareholder redemption and PIPE commitments; the expected timing and likelihood of completion of the Proposed Transaction; the anticipated benefits of the Proposed Transaction; Dronamics’ commercialization, manufacturing and expansion plans; the capabilities and potential applications of the Black Swan platform; Dronamics’ commercial relationships and market opportunities; and Dronamics’ future operations and growth strategy.
Words such as “anticipate,” “believe,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these words.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of GPAT and Dronamics.
These forward-looking statements are based on current expectations and various assumptions, whether or not identified in this press release, and are not predictions of actual performance. These forward-looking statements are subject to significant risks, uncertainties and other factors, many of which are outside the control of GPAT and Dronamics, that could cause actual results to differ materially from those expressed or implied in such statements. Such risks and uncertainties include, among others, the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; the inability to complete the Proposed Transaction; failure to obtain required shareholder, regulatory or other approvals; failure to satisfy closing conditions, including the minimum cash condition; GPAT’s ability to obtain any extension of its business combination deadline necessary to complete the Proposed Transaction; the amount of redemptions by GPAT shareholders; the inability to obtain sufficient financing on acceptable terms or at all, including in connection with the PIPE; the inability of the combined company to obtain or maintain the listing of its securities on Nasdaq; costs associated with the Proposed Transaction; potential litigation relating to the Proposed Transaction; disruption to the parties’ businesses arising from the announcement or pendency of the Proposed Transaction; Dronamics’ ability to complete certification and regulatory processes; the timing of commercialization of Dronamics’ products and services; Dronamics’ ability to scale manufacturing and convert commercial opportunities into revenue; the ability to integrate mission-specific payloads and convert strategic relationships, memoranda of understanding and letters of intent into definitive customer contracts; competition; technological and operational risks; geopolitical risks; and other risks described in GPAT’s filings with the SEC and in transaction materials filed with the SEC.
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The foregoing list of factors is not exhaustive. There may be additional risks that neither GPAT nor Dronamics presently know or that GPAT and Dronamics currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. These forward-looking statements speak only as of the date of this press release. Except as required by applicable law, GPAT and Dronamics undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing GPAT’s or Dronamics’ assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Media and Investor Contacts
Dronamics
Severina Grozeva | VP Global Communications
severina@dronamics.com
press@dronamics.com
For Dronamics Investor Relations: ir@dronamics.com
GP-Act III Acquisition Corp.
Rodrigo Boscolo | Chief Financial Officer
investors@gp-act3.com
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Exhibit 99.2
1 STRICTLY CONFIDENTIAL AND PROPRIETARY STRICTLY CONFIDENTIAL AND PROPRIETARY Investor Presentation November 2026
2 STRICTLY CONFIDENTIAL AND PROPRIETARY IMPORTANT NOTICES AND DISCLAIMERS (1 of 3) This presentation and any accompanying oral remarks, question-and-answer session or other materials provided in connection with it (collectively, this "Presentation") have been prepared by Dronamics Group Limited (the "Company," "we," "us" or "our") and are being furnished on a confidential basis solely to a limited number of recipients (each, a "Recipient" or "you") for informational and discussion purposes. This Presentation contains confidential, proprietary and commercially sensitive information concerning the Company and its business, operations, financial condition, prospects and strategy as well as GP-Act III Acquisition Corp. (NASDAQ: GPAT) ("GP-Act III"). By accepting or reviewing this Presentation, you agree to hold all such information in strict confidence, to use it solely for the purpose for which it was furnished and not to copy, reproduce, distribute, forward, publish or disclose this Presentation or any portion of it without the Company's and GP-Act III's prior written consent. All or a portion of the information contained in this Presentation may constitute material non-public information regarding the Company, GP-Act III and other referenced parties. By accepting and reviewing this Presentation, each Recipient acknowledges that it is aware, and will advise its representatives who are provided access to such information, that United States securities laws restrict any person who has material non-public information concerning an issuer from purchasing or selling securities of such issuer, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Each Recipient agrees to comply with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Rule 10b-5 thereunder, and not to use this Presentation or any information contained herein in contravention of the Exchange Act. This Presentation does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities or other interests in the Company, GP-Act III or any other person, nor a solicitation of any proxy, vote, consent or authorization in any jurisdiction with respect to any proposed business combination between the Company and GP-Act III (the "Business Combination") or otherwise, and shall not form the basis of, or be relied upon in connection with, any contract or investment decision. Any such offer or solicitation, if made, will be made only pursuant to definitive transaction documents and other offering materials, which may contain information materially different from, and in addition to, the information contained in this Presentation. Any securities or other interests, if offered, have not been and, except as provided herein, will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state or foreign securities laws, and may be offered and sold only to persons meeting applicable investor qualification requirements and only pursuant to an exemption from, or in a transaction not subject to, applicable registration requirements. This Presentation does not create any binding obligation on the part of the Company, GP-Act III or any Recipient to proceed with any transaction, and it is not intended to constitute legal, tax, accounting, financial, investment or other advice. In connection with the proposed Business Combination, GP-Act III intends to file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (as amended from time to time, the "Registration Statement"), which will include a proxy statement of GP-Act III and a prospectus (the "proxy statement/prospectus"). The Registration Statement has not yet been filed or declared effective. Investors and security holders of GP-Act III and the Company are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or to be filed with the SEC, and any amendments or supplements thereto, carefully and in their entirety when they become available, because they will contain important information about the Company, GP-Act III and the Business Combination. This Presentation does not contain all of the information that will be included in the Registration Statement. When available, free copies of these documents may be obtained at the SEC's website, www.sec.gov.
3 STRICTLY CONFIDENTIAL AND PROPRIETARY IMPORTANT NOTICES AND DISCLAIMERS (2 of 3) GP-Act III, the Company and their respective directors, officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from GP-Act III's shareholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation, and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and the proxy statement/prospectus when they become available. The information contained in this Presentation is preliminary, summary in nature, subject to change without notice and incomplete without reference to the related oral briefing and any other materials provided by the Company. 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For a discussion of factors that could cause actual results to differ materially, Recipients should consider the risk factors described in GP-Act III's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other documents filed by GP-Act III with the SEC, and the risk factors that will be contained in the Registration Statement. No assurance can be given that any forward-looking statement, projection, forecast, estimate, target or assumption will prove to be correct, and undue reliance should not be placed on them. Neither the Company nor GP-Act III undertakes any obligation to update or revise any such information, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
4 STRICTLY CONFIDENTIAL AND PROPRIETARY IMPORTANT NOTICES AND DISCLAIMERS (3 of 3) This Presentation may include financial information, operating data, budgets, forecasts, projections, targets or illustrative scenarios. Any such information is presented only as of the date indicated, is inherently uncertain, is based on assumptions that may prove to be inaccurate and should not be regarded as a representation, warranty or prediction that the Company or any other person considered, or now considers, such information to be reliable or achievable, and actual results may differ materially from those reflected or implied by such information. The Company's independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to any of the projections, forecasts or targets contained in this Presentation and expresses no opinion or any other form of assurance with respect thereto. This Presentation also includes certain financial and operating measures that are not calculated in accordance with generally accepted accounting principles ("GAAP"), including, among others, gross margin and unit-economics metrics such as return on investment and payback period, together with pipeline, "identified" opportunity, total addressable market and other operating metrics. These non-GAAP and operating measures are presented for illustrative purposes only, may be calculated differently from, and may not be comparable to, similarly titled measures used by other companies, are not a substitute for, and should not be considered in isolation from, measures prepared in accordance with GAAP, and are not accompanied by reconciliations to the most directly comparable GAAP measures. Many such figures are estimates or targets that assume a level of commercialization and scale not yet achieved and remain subject to significant business, regulatory and execution risk. The Company is a pre-commercialization enterprise. As of the date of this Presentation, the Company has not commenced commercial revenue operations and has not generated any meaningful revenue from the sale of its products or services, and it does not expect to commence initial commercial operations until late 2026 or thereafter, with first cargo revenue flights and defense contracts anticipated in subsequent periods. The Company's technology, products and business model remain subject to ongoing development, testing, certification and validation. There can be no assurance that the Company will successfully complete the development or certification of its aircraft or technology, obtain or maintain required regulatory approvals, convert its pipeline, memoranda of understanding, letters of intent, term sheets or other non- binding arrangements into binding contracts or revenue, achieve market acceptance, or ever generate revenue or profits. Investing in a pre-commercialization company involves a high degree of risk, including the risk that the Company may never achieve commercialization and may require significant additional capital to fund its development and scale-up. Accordingly, all statements regarding the Company's future operations, prospects, plans, pipeline, unit economics and projections are inherently speculative and subject to material change, and no undue reliance should be placed on them. This Presentation may also include market, industry, competitive, third-party or other data derived from external sources, including third-party industry publications, research reports (including reports prepared for purposes other than this Presentation, such as analyses attributed to Oliver Wyman) and other publicly available information, as well as from the Company's own internal estimates and assumptions. Although the Company believes such sources to be reliable, neither the Company nor GP-Act III has independently verified such information, no representation or warranty is made as to its accuracy, completeness, reasonableness or continued relevance, and Recipients are cautioned not to place undue reliance on it. References to trademarks, service marks, trade names or other intellectual property of third parties are for identification purposes only and do not imply any affiliation with, endorsement of, sponsorship of or approval by the owners of such marks or other intellectual property.
5 STRICTLY CONFIDENTIAL AND PROPRIETARY Executive Summary Investment Overview • GP-Act III Acquisition Corp (NASDAQ: GPAT) has entered into a Business Combination Agreement with Dronamics Group Limited ("Dronamics") • Dronamics designs, manufactures and operates a long-range remotely piloted UAV1 platform (the Black Swan) serving logistics, defense and sovereign aerospace markets • Autonomous Logistics: same-day middle-mile cargo transportation at road-like cost, connecting underutilized regional airfields and bypassing traditional hubs • National Security: European-built UAV systems for contested logistics, medevac, airborne early warning and counter-UAS applications • Aerial Services: high-value geophysics and surveying missions • Binding agreement with priority partner intending to contribute 30%+ of global available capacity, alongside 730+ aircraft covered by signed MOUs / LOIs / term sheets, US$300M+ of identified defense opportunities and US$120M+ of critical-minerals opportunities2 • Transaction highlights • US$400M pre-money equity value, positioning Dronamics at the low end of the selected UAV and advanced air mobility peer set by equity value3 • Pro forma enterprise value of ~US$500M with US$100M of cash to the balance sheet4 • Co-Sponsors and existing investors intend to invest through a CLN, a portion of which has already been funded • Strong Shareholder Alignment and Growth Capital • Existing Dronamics shareholders expected to roll 100% of their equity, with proceeds from transaction expected to be used to fund commercialization and scale-up • Post-close ownership expected to be c.67% for current Dronamics shareholders, subject to final capital committed in transaction depending on redemptions from SPAC trust proceeds, size of PIPE, if any, and final structure5 • Expected transaction proceeds to support certification, manufacturing expansion and commercial deployment Note: (1) UAV stands for Unmanned Aerial Vehicle; (2) Further details are provided on slide 31; (3) Further details are provided on slide 36; (4) Expected aggregate committed capital to be potentially sourced from SPAC trust proceeds and/or PIPE financing (net of aggregate transaction expenses); (5) Further details are provided on slide 35.
6 STRICTLY CONFIDENTIAL AND PROPRIETARY Executive Summary Investment Highlights Large and growing end-markets Exposure to autonomous logistics, defense and sovereign aerospace, including a $400B current TAM1 Compelling customer value proposition Up to 80% faster2, 50% cheaper2 and 60% greener2, enabling same-day delivery and lower inventory requirements Proven technology and regulatory leadership 12 years of development, multiple aircraft built and successful flight testing, supported by an EU drone airline license and IATA / ICAO3 codes Strong commercial traction and faster time to market Binding agreement with priority partner intending to contribute 30%+ of global available capacity 730+ aircraft covered by signed MOUs / LOIs / term sheets $300M+ of defense and $120M+ of critical-minerals opportunities High-return unit economics4 c.5x ROI and c.10-month payback per aircraft at scale, supported by low production and operating costs Advanced platform at an attractive valuation Transaction values Dronamics at the low end of selected UAV valuation references5 Note: (1) Further details are provided on slide 20; (2) Compared to the traditional solutions; (3) IATA stands for International Air Transport Association and provides the commercial airline code used in cargo, scheduling and industry systems; ICAO stands for International Civil Aviation Organization and provides the operational code used in flight plans and air traffic control; (4) Target figures at scale; (5) Further details are provided on slide 36
7 STRICTLY CONFIDENTIAL AND PROPRIETARY Company Overview Meet Dronamics Select Partners Select Investors STRICTLY CONFIDENTIAL AND PROPRIETARY Highlights Dronamics is a leading developer of next-gen, cost-effective unmanned aerial systems for civilian and defense use cases. • Founded in 2014 in Bulgaria, team in Europe, US, Australia & more • ~$80 million total capital raised • Drones-as-a-Service for civil use cases; OEM sales for defense • Next-gen aircraft combining proprietary design with proven aerospace principles • Capable of serving multiple markets with single airframe platform • Currently licensed for large drone operations in select areas in Europe • Founded drone airline with IATA ("OY") and ICAO ("DXE") codes
8 STRICTLY CONFIDENTIAL AND PROPRIETARY Konstantin Rangelov (CTO) Aerospace Engineering, Delft University of Technology (NL)1 Svilen Rangelov (CEO) Economics Davidson College (USA) Note: (1) Dropped out to start Dronamics before finishing his final year The Founders' Story Growing up in 1990's Bulgaria came with a lot of turbulence SHIPPING AS A TAX THEY PAY WITH MONEY THEY PAY WITH TIME that disproportionately punishes the most those that can afford it the least Yugoslavia Embargo Gas Lines Bread Lines Bank Runs Hyperinflation Power Cuts Rapid Deindustrialization We started perceiving For billions of people around the world DISTANCE HAS BECOME DESTINY We set out to change that 8
9 STRICTLY CONFIDENTIAL AND PROPRIETARY The right kind of low-cost long-range cargo drone has the potential to transform trade In a world where only 35% of roads are paved, and only 50% have year-round accessibility 9 STRICTLY CONFIDENTIAL AND PROPRIETARY Our Thesis – Fly Cheaper, Fly Longer, Fly on Autopilot The Geography of Transport Systems, Sixth Edition (2024)
10 STRICTLY CONFIDENTIAL AND PROPRIETARY Multi-Purpose Strategic Drone Platform The Black Swan STRICTLY CONFIDENTIAL AND PROPRIETARY 10 16 m 52 ft Wingspan 8 m 26 ft Fuselage NATO Class III - Target Mission Profiles Cargo AEW ISTAR Counter-UAS Mapping Search & Rescue AEW = Airborne Early Warning. ISTAR = Intelligence, Surveillance, Target Acquisition, Reconnaissance. UAS = Unmanned Aerial System Target values. Payload offsets range. Runway length at sea level. Alternative fuels being tested. Illustration depicts Alpha variant (maiden flight 2023) which has since been upgraded to Bravo variant – the variant currently built. Our current fleet of Bravo is projected to meet the requirements of the initial customer deployments. Further versions beyond Bravo are currently under development to enhance performance, ease mass manufacturability, and may even exceed some targets shown. Long Range up to 1,500 mi [max] Short Runways 1,300 ft [min] Pragmatic Fuel Gasoline-powered Cost-Efficient low production and operating costs Global Connectivity SATCOM High Volume Capacity sized to match a last-mile delivery van
11 STRICTLY CONFIDENTIAL AND PROPRIETARY Unlocking Massive Customer Value With Compelling Unit Economics What We Enable 11 STRICTLY CONFIDENTIAL AND PROPRIETARY up to 80% Faster2 up to 50% Cheaper2 up to 60% Greener2 Making Same-day Delivery ~5x ROI/Drone1 <1 year Payback/Drone1 Superior Unit Economics Note: (1) Illustrative anticipated unit economics per aircraft at scale for commercial logistics operations. "ROI/Drone" represents cumulative projected gross margin per aircraft over its assumed useful life divided by average production cost per aircraft; "Payback/Drone" represents average production cost per aircraft divided by annual per-aircraft gross margin excluding non-cash aircraft depreciation, measured from entry into service. These metrics are projections, do not reflect historical results, and actual results may differ materially; (2) Oliver Wyman Analysis; across multiple use cases for core verticals; compared to traditional solutions, subject to relevant assumptions for said use cases.
12 STRICTLY CONFIDENTIAL AND PROPRIETARY STRICTLY CONFIDENTIAL AND PROPRIETARY We can access more than 35,0001 runways that already exist, leveraging underutilized infrastructure at a lower cost than the legacy aviation model 5,000+ public - use airports but only 30 of these receive 70% of all traffic2 90% of the US population lives within a 30-minute drive of a regional airport3 Focus on the US 90% of airfields are underutilized share of airports in Europe without scheduled service4 50% of the population in Europe lives within a 30-minute drive of a regional airport5 Focus on Europe Note: (1) OurAirports (link); (2) NASA (link); (3) McKinsey (link); (4) Aviation Week (link); (5) McKinsey (link) Our Model Leverages Existing Infrastructure Without the Need for Additional Build-Out Focusing on Middle Mile 12 STRICTLY CONFIDENTIAL AND PROPRIETARY
13 STRICTLY CONFIDENTIAL AND PROPRIETARY From a Contrarian Idea 12 Years Ago... A Pragmatic Solution Ready to Scale and Unlock Network Effects built on Our Progress in STRICTLY CONFIDENTIAL AND PROPRIETARY 13 Clean-sheet aircraft design Sub-scale aircraft testing Proprietary hardware & software moat First full-scale aircraft manufactured Commercial MoUs, LoIs and others IATA and ICAO designator codes Strategic commercial partnership (logistics) Manufacturing JV Agreement Commercial partnership (defense) LUC license Strategic partnership (critical minerals) Black Cygnet product evolution Entering defense market: ISR platform Second and third full-scale aircraft manufactured Aircraft flight testing 2014 2026+ Technology Regulations Cost Multi-Role Platform Design
14 STRICTLY CONFIDENTIAL AND PROPRIETARY Dronamics' Advantage Over Incumbents Fills a Gap in European Defense Competitive Landscape Addressing a massive white space in European Defense There are numerous European small / tactical UAVs, but Dronamics can capture the massive whitespace left for MALE drones in Europe The EU has no sovereign MALE capability in service Every operational system is imported and 14 EU NATO members (and nearly the entire EU Eastern Flank) have no meaningful MALE capabilities US Drones Israeli Drones Turkish Drones European Project1 MQ-9 MQ-9 IAI Heron TP Eurodrone IAI Heron MQ-9 Eurodrone MQ-9 MQ-9 Bayraktar TB2 MQ-9 Eurodrone MQ-9 Bayraktar TB2 1. Eurodrone Entry-Into-Service expected 2029+ 14 of the 23 EU NATO Members have no significant MALE drone capabilities at all 14 / 23 0 5 10 15 20 25 30 35 0 100 200 300 400 500 Maximum Endurance, hours Maximum Payload, kg Whitespace that Dronamics can capture Safran (Patroller) Terminated by France in H1 2026 Leonardo (Falco) Tekever (AR5) Airbus (Atlante) Wake Engineering (Fulmar) Thales (SpyRanger) Quantum Systems (Vector) WB Electronics (FlyEye) Higher Lower Lower Higher Dronamics 2026 Analysis. Desktop research including manufacturer websites and news publications
15 STRICTLY CONFIDENTIAL AND PROPRIETARY Building on More Than a Decade of Progress: A Clear, Practical Path to Scaled Operations Regulatory 12 years of design, engineering, regulatory, and flight experience in Europe Regulatory Approval Roadmap Granted Light UAS Operator Certificate (LUC), authorizing operation of Dronamics drones in the EU1 First cargo drone airline with ICAO ("DXE") and IATA ("OY") codes Repeatedly built and flown Black Swan and Black Cygnet UAS Global Expansion and Growth Leverage UAS experience and global drone regulatory framework for international market entry Global market expansion (e.g., USA, Japan, Southeast Asia, etc.) with strategic partners 15 STRICTLY CONFIDENTIAL AND PROPRIETARY Note: (1) Select routes. LUC allows for revenue-generating flights.
16 STRICTLY CONFIDENTIAL AND PROPRIETARY Note: (1) Accumulated deficit as reported in most recent 10-Q as of August 6, 2026. Same Sector Label, Fundamentally Different Business Dronamics is Different Dronamics Other Advanced Air Mobility Companies Mission & payload Only carry cargo, mapping, and defense payloads; no passengers Primarily passenger air taxis, requiring changes to existing travel patterns and managing the complexities of passenger travel Autonomy Autonomous and remote-piloted flight options, unlocking use for high-risk missions and reduced operating costs Require pilots onboard Aircraft design Conventional, fixed-wing design and propulsion, optimized for cost efficiency and regulatory approvals Complex, novel powertrains and multi-rotor VTOL configurations Range & infrastructure Combustion engine enables industry-leading range and payload. Designed to leverage existing, underutilized infrastructure and any other paved or unpaved area with ¼+ mile of clearance Range and payload constraints due to battery-electric and hybrid- electric powertrains. Require new infrastructure to achieve full potential Certification EU cargo airline already licensed. No type certification required for commercialization. Multiple pathways to commercialize in the US, EU, and more across logistics, defense, and critical minerals Passenger operations require type certification for civilian use Cost Pragmatic design with emphasis on economical operating and manufacturing costs Higher all-in costs due to increased technical complexity and manufacturing costs Capital Consumed1 Only ~$80 million since 2014 to be at the same inflection point $7.6+ billion across Joby, Archer, and Beta alone1 to be on cusp of commercialization
17 STRICTLY CONFIDENTIAL AND PROPRIETARY Cargo VTOL Drones Last-mile Delivery Drones EVTOL Air Taxis Military ISR UAS Crewed Light Aircraft Middle Mile Range & Payload Low Acquisition & Operating Costs Multi-Role Cargo | ISR & AEW | Surveying Civil Licensing Pathway [Cargo Airline Operations] Vertically-Integrated OEM and Operator European Home-Market Advantage A Category of One: Multi-Role, Middle-Mile Drones Competitive Landscape ~ ~ Illustrative companies; Dronamics analysis based on publicly available information as of H1 2026 ~
18 STRICTLY CONFIDENTIAL AND PROPRIETARY Flying aircraft. Validated Demand. Ready to Scale. Why Dronamics? Validated demand and go-to- market strategy with key strategic partners and customers. Granted EU-wide drone airline license for large cargo drones and authorized to fly commercially. Signed strategic partnerships across all target markets using our flagship multi-role UAS platform. A massive opportunity across civilian logistics, defense, and critical minerals, markets that demand more economical and flexible solutions. Trusted fixed-wing configuration and proven ROTAX engine paired with proprietary hardware and software. ~$400B1 Combined TAM Market One Platform Serves Three Markets Platform Commercially De-Risked Traction Licensed to Fly Regulation Leveraging Proven Technology Tech Vertically-integrated model leveraging international JV partners unlocks scalability and maximizes capital efficiency. Capital-Efficient Scalable Model Model STRICTLY CONFIDENTIAL AND PROPRIETARY 18 Note: (1) Further details are provided on slide 20.
19 STRICTLY CONFIDENTIAL AND PROPRIETARY CRITICAL MINERALS COST-EFFECTIVE DEFENSE SAME-DAY LOGISTICS DRONAMICS UNLOCKS STRICTLY CONFIDENTIAL AND PROPRIETARY 19 Same-day delivery powered by next-gen UAS and a global network of cargo drone airlines Multi-purpose UAS platforms for ISTAR, contested logistics, C-UAS, effectors, and more Unmanned, airborne geophysical surveys and mapping to locate new critical minerals and other natural resources ISTAR = Intelligence, Surveillance, Target Acquisition, Reconnaissance; UAS = Unmanned Aerial System; C-UAS = Counter-Unmanned Aerial Systems
20 STRICTLY CONFIDENTIAL AND PROPRIETARY Unlocking three markets with strong tailwinds Logistics Defense Surveying Large Global Markets With Strong Growth Tailwinds Unlocking Multiple Markets Current Global TAM: ~$400 Billion Tailwinds across markets Global growth of e-commerce $3.9+ Trillion Projected global e-commerce10 sales for 2026 Structural increases in defense spending $700+ Billion Required to reach 5% of GDP (NATO target spend ex-USA)11 Critical minerals are becoming a strategic imperative $6+ Billion EU-Selected Strategic Projects for access to raw materials12 Size of boxes in market diagram is indicative. Note: (1) Global Market Insights, reflects TAM in 2023 (link); (2) Business Research Insights, reflects TAM in 2026 (link); (3) Research and Markets, reflects TAM in 2025 (link); (4) Fortune Business Insights, reflects TAM in 2025 (link); (5) Fortune Business Insights, reflects TAM in 2026 (link); (6) Research and Markets, reflects TAM in 2026 (link); (7) Fortune Business Insights, reflects TAM in 2025 (link); (8) Markets and Markets, reflects TAM in 2025 (link); (9) Global Market Insights, reflects TAM in 2023 (link); (10) Statista (link); (11) Analysis based on NATO data not including USA (link); (12) EU-Selected Strategic Projects (link) Geophysical Services6 TAM: $14.6B CAGR: 3.5% ('26E – '30E) Defense Logistics3 TAM: $174B CAGR: 6% ('25E – '33E) Airborne ISR4 TAM: $10.3B CAGR: 3.9% ('26E – '34E) Counter UAS5 TAM: $14.4B CAGR: 22.4% ('26E – '34E) Middle-mile Express Delivery1 TAM: $97B CAGR: 7% ('24E – '32E) Commercial Air Cargo2 TAM: $93B CAGR: 4% ('26E – '35E) Loitering Munitions7 TAM: $5.5B CAGR: 25.9% ('26E – '34E) Tactical UAV8 TAM: $5.3B CAGR: 8.3% ('25E – '30E) Rapid Response Disaster Logistics9 TAM: $7B CAGR: 6% ('23E – '32E) Markets may require additional payload integration
21 STRICTLY CONFIDENTIAL AND PROPRIETARY Pioneering an Operator Model for a Cargo Drone Airline Deep Dive - Cargo & Logistics Strategic Partnership ▪Cargo drone airline model: We operate drones for civilian logistics selling capacity on our fleet of drones to customers, e.g., logistics companies and e-commerce platforms ▪Ease of adoption: Operating the airline ourselves means customers simply book with us rather than purchase aircraft and set up their own operations ▪Middle-mile fit: Dronamics' service complements existing supply chain structures by increasing efficiency ▪Global expansion: We will utilize our existing EU Drone Airline License and scale outside the EU with local JV partners to comply with foreign ownership regulations ▪Since its foundation in 1871, Hellmann has developed into one of the largest international logistics providers "Partnering with Dronamics allows us to provide our customers with innovative and tailored solutions in the growing market segments of spare parts, e-commerce, and cold chain. We believe this will be a game-changer in logistics" Andreas Lamping Member of International Executive Board Hellmann Worldwide Logistics STRICTLY CONFIDENTIAL AND PROPRIETARY
22 STRICTLY CONFIDENTIAL AND PROPRIETARY Logistics Customers can Create Bespoke Distribution Networks for Brands, Enabling Faster and Cheaper Deliveries Long-range Cargo Drone Coverage The Dronamics Advantage The Black Swan's capacity is designed around typical e-commerce package sizes Riyadh From $4.50 door-to-door Within 6hrs or less Riyadh to whole of KSA The Status Quo $10 - $5 Same Day 1 7 14 $7.73 | 6 to 9 days $7.99 | 10 to 13 days $5.33 | 2 to 5 days $9.33 | 2 to 5 days $8.00 | 2 to 5 days $4.80 | Next Day $4.50 | Same Day Days to Deliver Price of Delivery Brands can centralize their inventory and unlock savings Ability to land closer to end customers reduces steps in the supply chain Retail Brands' Shipping Times and Prices, Saudi Arabia Dronamics 2025 Analysis. Shipping times and prices from company websites. Quoted shipping times and prices may vary. Deep Dive - Cargo & Logistics – Illustrative Case Study – Saudi Arabia E-commerce platform Fashion retailer Fashion retailer Retailer Fashion retailer Import retailer
23 STRICTLY CONFIDENTIAL AND PROPRIETARY Customers can cover the 48 states from 7 locations within 6 hours or less Amazon US = 100+ Fulfillment Centers With a Cargo Drone Airline "Same-Day" Now Expensive and limited Requires massive CAPEX and inventory replication Long Range Drones Can Enable Customers To Ship Same - Day With lower CAPEX and inventory duplication Map displays indicative locations.
24 STRICTLY CONFIDENTIAL AND PROPRIETARY Executive Orders and new FAA Regulations Open a Path to US Commercial Operations for Drones Why now?
25 STRICTLY CONFIDENTIAL AND PROPRIETARY ONE PLATFORM. MULTIPLE CAPABILITIES. DELIVER DETECT DEFEND Low-Cost Counter UAS & Multiple Effectors Cost-efficient AWACS & Early Warning System Rapid Resupply & Military Mobility Deep Dive - Defense
26 STRICTLY CONFIDENTIAL AND PROPRIETARY DELIVER ▪Large cargo hold to transport supplies, medicine, spare parts, and equipment to forward or hard-to- reach locations ▪Short/unprepared strip operations for last-mile logistics without ground infrastructure ▪Lower cost of operations relative to alternative modes of delivery DETECT ▪Synthetic aperture radar (SAR), electro-optical / infrared cameras, signals intelligence payloads, etc. ▪Long endurance and high operating altitude for persistent wide-area surveillance ▪Real-time data links feeding a common operating picture at a fraction of legacy AWACS cost DEFEND ▪Affordable airborne layer for detecting, tracking, and intercepting hostile drones ▪Capability to carry interceptors inside cargo hold or on the wings, allowing sustained engagement of drone swarms without returning to base ▪Supporting multiple effector types (kinetic, electronic warfare / jamming) DIEGO GARCIA OKINAWA GUAM MAX RANGE OF DRONAMICS BLACK SWAN (up to 1,500 mi) Max range of select cargo UAV competitors (up to 450 mi) Aircraft & Fighters Identify Detect Target Air Moving Target Indicator Drones Ships Fuselage-carried payloads Sea Land Air Multi-Mode ISTAR Wing-mounted payloads Illustrative effector hard points FPV and interceptor drones can be loaded in the fuselage of the Black Swan and released during flight via a special mechanism Multi-Role Defense Platform: Capability Deep Dive ABU DHABI RAMSTEIN Map displays indicative locations, circles are approximate. Payloads from our partners like HENSOLDT enable
27 STRICTLY CONFIDENTIAL AND PROPRIETARY Target Mission Profiles ISTAR Single-Use Effector Long Range Up to 497 mi [max] Cruise Speed 50 mph Global Connectivity SATCOM The Black Cygnet (NATO Class I UAS) Tactical Drone Platform The Black Cygnet STRICTLY CONFIDENTIAL AND PROPRIETARY 27 4 m 13 ft Wingspan 2 m 7 ft Fuselage Target values. Payload offsets range. ISTAR = Intelligence, Surveillance, Target Acquisition, Reconnaissance. UAS = Unmanned Aerial System. Cost-Efficient
28 STRICTLY CONFIDENTIAL AND PROPRIETARY STRICTLY CONFIDENTIAL AND PROPRIETARY Deep Dive - Critical Minerals Natural Resource Exploration With Drone-Powered Airborne Geophysical Surveying and Mapping Strategic Partnership ▪Validating the model with established players: Xcalibur and Dronamics are integrating magnetometry and gravity sensors onto the long-range Black Swan UAV ▪Drones expand the market, not just displace it: Offshore and extreme-terrain surveys currently too hazardous for crewed aircraft now become addressable ▪Structural cost and risk advantages: Removal of aircrew risk, lower operating costs, greater mission flexibility versus conventional crewed survey aircraft ▪Sovereignty tailwind: Governments increasingly treat knowledge of their own mineral, rare earth and freshwater reserves as strategic infrastructure ▪Xcalibur is a market leader in airborne geophysics with 1,500+ executed projects1 and 50 million linear km flown1 ▪The joint partnership leverages Xcalibur's sensor and surveying leadership and Dronamics' drone platform expertise Note: (1) Source: Xcalibur website.
29 STRICTLY CONFIDENTIAL AND PROPRIETARY READY TO COMMERCIALIZE BUILD DESIGN Over the Past 12 Years, We've Built a Full-Stack Aerospace company STRICTLY CONFIDENTIAL AND PROPRIETARY 29 We have designed and engineered unmanned aerial systems entirely in-house, creating a defensible intellectual moat across civil and defense applications We manufacture our full carbon composite aircraft entirely in-house through a vertically integrated production and testing process, enabling rapid iteration and continuous improvement across design, manufacturing, and testing Our flexible commercial model spans operating aircraft ourselves for civil use cases (e.g., cargo and airborne surveying) and direct aircraft sales to defense customers, anchored by pioneering regulatory approvals for cargo drone operations Deep Dive - Capabilities
30 STRICTLY CONFIDENTIAL AND PROPRIETARY We've Established Vertically-Integrated In-House Manufacturing in Bulgaria, and are Well Positioned to Begin Scaling Globally Deep Dive – Capabilities – Manufacturing ▪Leveraging the global template we established in-house across all future factories ▪Dronamics has already secured a JV agreement for manufacturing with SDF, which can add additional capacity for cargo drones ▪SDF is part of EDGE Group, the UAE's prime defense conglomerate, and has a strong track record of defense projects and international partnerships Opportunity to scale up manufacturing via a strategic partnership for manufacturing with UAE's Strategic Development Fund Our airframe design, manufacturing, and testing processes serve as a global template for our factories Composite Parts Plugs, Molds, Jigs Testing Rigs & Stands Metal Parts Assembly of Major Sub-Assemblies 3D Printing Assembly of Full Aircraft Systems Integration Painting In-house Manufacturing Capabilities Current vertically integrated manufacturing footprint enables initial drone production and builds an intellectual moat for production technology to enable scale up Serial manufacturing will provide drones for ramping up commercial operations across different business verticals: cargo, defense, airborne geophysics Strong starting point... ...paves the way for global scale up Illustrative mass manufacturing facility Existing facility
31 STRICTLY CONFIDENTIAL AND PROPRIETARY Commercial Pipeline Across Civil and Defense Commercial Overview Defense Critical Minerals Logistics and others Sales-based model - Dronamics sells drone systems to government customers Services-based model - Dronamics operates drones and sells flights Services-based model - Dronamics operates drones and sells capacity ~$120+ Million Identified Contract Value Opportunities Over the First 5 years4 NATO and Allied Armed Forces [Flags Redacted] ~$300+ Million Identified Initial Revenue Opportunities Across Various Black Swan and Black Cygnet Payload Configurations3 Binding Agreement with Priority Partner intending to contribute 30%+ of Dronamics Global Available Cargo Capacity1 730+ Aircraft Estimated Number of Aircraft To Be Deployed for Cargo Under Signed Non- Binding MOUs, LOIs and Term Sheets2 Signed MOUs GCC National Postal Operator Leading European Time-Critical Logistics Provider Multinational Logistics and Freight Forwarder EU Airline EU National Postal Operator GCC Partner of Top 3 Global Courier Leading Multinational Logistics and Express Courier Provider South East Asian Diversified Conglomerate Leading Asian Int'l Cargo Airline Leading GCC Private Aviation Operator Note: (1) Pursuant to binding cooperation agreement between the parties. Hellmann is Dronamics' global priority freight-forwarding partner and under the binding cooperation agreement intends to contribute at least 30% of Dronamics' global available cargo capacity subject to market development and annual re-evaluation. Global available cargo capacity means the payload across all trade lanes by all aircraft dedicated to those lanes for all projected scheduled flights. Committed volumes and pricing are agreed market by market as routes launch. (2) Other than the binding partnership agreement with Hellmann described in note 1 above, the commercial arrangements shown comprise signed MOUs, LOIs, and term sheets, which are non-binding and remain conditional upon, among other things: (i) obtaining regulatory approvals for the relevant geographies and operations; (ii) successful completion of trial or demonstration deployments; and (iii) negotiation of definitive agreements on material commercial terms, including pricing, delivery schedules and service levels. Identified opportunity and pipeline figures are Company estimates of potential future revenue from these arrangements and from qualified opportunities under discussion; they do not represent orders, backlog or committed revenue. There is no assurance that any such arrangement will result in a definitive agreement or generate revenue in a timely manner or at all, and investors should not place undue reliance on these estimates; (3) Defense figures represent the estimated aggregate value of identified initial revenue opportunities across the Black Swan and Black Cygnet platforms; (4) Critical minerals contract value opportunities represent estimated cumulative value over the first five years of the relevant contracts. Where figures are derived from unit-based arrangements, values reflect the Company's expected average package pricing. Integrations of payloads from our partners incl. HENSOLDT
32 STRICTLY CONFIDENTIAL AND PROPRIETARY From Europe to the US and the World Indicative Plan for International Expansion EUROPE USA GLOBAL The roadmap depicted is purely illustrative and is not definitive, nor does it represent a timeline. Steps, sequencing and geographies are subject to change including from factors outside our control e.g., tariff and industrial policies, geopolitical alliances and other factors. Note: (1) UAE factory via JV partnership with SDF. Opportunity for SDF to also co-fund factories outside the UAE. (2) CAA = Civil Aviation Authority. EU Factory Expansion1 First Cargo Revenue flights Expand Cargo Network First Defense Contracts Expand Product Offering First Defense / R&D Contracts Expand Product Offering Demo Flights & FAA pathway Expand Cargo Network First Cargo Revenue Flights Site Selection for US Factory US Factory Build1 First Defense / R&D contracts UAE Factory Build1 Start Revenue-Generating Critical Minerals Flights as CAA2 pathway First Cargo Revenue flights Multi-year Expansion Roadmap (2027+)
33 STRICTLY CONFIDENTIAL AND PROPRIETARY Dronamics is Led by World-Class Experts Ready to Fly Forsyth Black Fmr CEO, John Menzies Plc Fmr President, Menzies Aviation Roger Crook Fmr CEO, DHL Global Forwarding Peter Fankhauser Fmr CEO, Thomas Cook Stephen Verhasselt Fmr VP Commercial, Liege Airport (Alibaba's EU hub) Select Advisors VP, R&D Atanas Gagov Fmr Engineering Director at Tesla, Apple, Waymo Founder and President Svilen Rangelov Fmr EY consultant, serial entrepreneur VP, Corporate Development Stephen Cugliari Fmr Sr Director, Blade Urban Air Mobility Founder and CTO Konstantin Rangelov Fmr Researcher, Airborne Composites Group CEO Zornitsa Yanakieva Fmr CCO, EnduroSat Fmr CEO, Cash Credit Executive Director, Air Operations Kenneth Chircop Fmr CEO, Malta Air Traffic Services ...and many more
34 STRICTLY CONFIDENTIAL AND PROPRIETARY Investors Supported by a Talented and Driven Team and Strategic Investors Ready to Fly STRICTLY CONFIDENTIAL AND PROPRIETARY 34 Team International team building on experience in logistics, aviation, manufacturing and technology
STRICTLY CONFIDENTIAL AND PROPRIETARY 35 Transaction Overview Illustrative Transaction Overview Pro Forma Valuation Transaction Highlights Sources % of Total USD M Cash from PIPE Investors & Trust 25% $130 Existing Shareholder Equity Rollover 75% $400 Total Sources 100% $530 Uses % of Total USD M Cash proceeds to Sellers - – Existing Shareholder Equity Rollover 75% $400 Transaction Expenses 6% $30 Cash to Balance Sheet 19% $100 Total Uses 100% $530 Sources & Uses1 Pro Forma Valuation Pro Forma Total Shares Outstanding2,4 #M 59.7 (x) Transaction Share Price USD $10 Total Equity Value USD M $597 (-) Pro Forma Net Cash3, 4 USD M ($100) Pro Forma Enterprise Value USD M $497 67% 12% 8% 13% Existing Shareholders Founder Shares SPAC Public Shareholders PIPE Holders Illustrative Ownership2, 4 • ~US$500M pro forma enterprise value to market • Implied pre-transaction equity value of US$400M • All existing shareholders expected to roll 100% of their equity • Expected US$100M of PIPE / Non-Redemption SPAC capital, net of transaction expenses • Co-Sponsors and existing investors intend to invest through a CLN, a portion of which has already been funded Preliminary, non-binding, indicative terms, subject to change. Note: (1) The results may differ depending on the actual aggregate financing amount; (2) Subject to warrants and final financing sources; (3) Assumes a debt-free and cash-free balance sheet at closing; (4) Illustrative ownership assumes 40.0M shares issued to existing Dronamics shareholders, 7.2M Founder Shares, 8.0M PIPE/CLN shares (US$80M at US$10.00 per share), and 4.5M SPAC public shares, assuming a US$99.4M trust balance prior to redemptions and a 49.7% redemption rate, resulting in approximately US$50M of remaining trust proceeds; (5) Considering the Company's fully diluted share count, including securities held by investors that are expected to convert into equity. 5
STRICTLY CONFIDENTIAL AND PROPRIETARY 36 Transaction Overview Advanced Platform Maturity at a Low Relative Valuation 0.4 18.0 8.0 6.4 4.9 4.7 3.2 1.0 0.8 Peer Median: $4.8B Equity Value1 – Selected UAV Valuation References USD B Note: (1) Data on other companies based on desktop research and publicly available information (as of October 30 2026); (2) Gross proceeds from IPO/de-SPAC; (3) Capital Raised in Reference Transaction. Series E - 2026 Series D - 2026 Mkt Cap Mkt Cap Mkt Cap Private Round - 2026 De-SPAC - 2026 $1.8B $1.2B $1.6B2 $1.2B2 $860M2 $160M $165M Valuation Reference: Capital Raised3: Operational Operational Certification Certification Certification Certification Prototype Commercial Stage: Series D - 2026 $0.6B Operational
37 STRICTLY CONFIDENTIAL AND PROPRIETARY STRICTLY CONFIDENTIAL AND PROPRIETARY 37 Thank you