Dronamics to Go Public on Nasdaq Through SPAC Merger; Valued at ~$500M

Sofia-founded cargo drone developer Dronamics has signed a definitive business combination agreement with GP-Act III Acquisition Corp. (Nasdaq: GPAT), a publicly traded special purpose acquisition company. The deal still needs approval from GPAT shareholders and regulators and is expected to close in the first half of 2027. If it goes through, the combined company will be listed on Nasdaq, and Dronamics says it will become the first company of Bulgarian origin to list on the exchange.

The agreement values Dronamics’ equity at about €358 million ($400 million) on a fully diluted basis before the new financing. That implies a pro forma enterprise value of about €447 million ($500 million). Existing Dronamics shareholders are expected to roll 100% of their equity into the combined company.

Both boards have approved the transaction. Closing also depends on a minimum cash condition of at least €22 million ($25 million) on Dronamics’ balance sheet.

How the deal is funded

The transaction is set up to provide Dronamics with about $100 million in net cash at closing, after transaction expenses. The money is to come from a PIPE (private investment in public equity) and the cash held in GPAT's trust account. The final figure depends on how many GPAT shareholders redeem their shares and on how much PIPE investors commit. The agreement includes a minimum cash condition of at least $25 million, net of transaction expenses, added to Dronamics' balance sheet at closing. 

Dronamics and GPAT are also in talks with institutional investors and some strategic partners about joining the PIPE, according to the official announcement. Any binding commitments will be disclosed in GPAT's filings with the U.S. Securities and Exchange Commission. The wider financing plan also includes convertible loans from GPAT's sponsors and some existing Dronamics investors, part of which has already been funded.

GPAT has been listed on Nasdaq since May 2024. According to its SEC filings, the trust account held about $99.4 million as of October 26, 2026, after shareholders redeemed around $215 million in May, when the company extended its deadline to complete a deal to November 13. GPAT shareholders will vote on November 12 on a further extension to May 8, 2027. 

Cantor Fitzgerald & Co. was the underwriter of GPAT's IPO. Lazard is financial advisor to Dronamics. Skadden, Arps, Slate, Meagher & Flom LLP is U.S. legal counsel to GPAT, and Paul Hastings LLP is U.S. legal counsel to Dronamics.

What the money is for

Dronamics plans to use the proceeds to expand production of its Black Swan aircraft, speed up commercial operations and grow in autonomous logistics, national security, geophysical surveying and natural resources exploration.

“The signing of this agreement marks an important milestone in the development of Dronamics. We believe Black Swan can create a new category in autonomous aviation, combining long range, significant payload and cost efficiency across cargo logistics, national security and other strategic applications. The proposed transaction with GPAT and the Nasdaq listing will support our plans to accelerate commercialization, expand manufacturing capacity and launch operations in the U.S. and other markets” 

– said Svilen Rangelov, co-founder and President of Dronamics.

Antonio Bonchristiano, CEO of GP-Act III Acquisition Corp., said GPAT's decision was based on Black Swan's multi-mission capabilities, the company's ties with established partners and the potential to scale the platform globally. 

“We look forward to working with Svilen and the Dronamics team to complete the transaction and support the next phase of the company's growth."

Aircraft and partners

Black Swan is a long-range, Class III unmanned aircraft under the NATO UAV classification. On the cargo side, Dronamics plans to operate its own aircraft and sell cargo capacity, flying out of regional airports. For defense, the aircraft is being developed for military resupply and logistics in contested environments, intelligence, surveillance and reconnaissance (ISR), airborne early warning (AEW) and counter-drone missions.

The company is also developing Black Cygnet, a smaller, high-endurance Class I tactical drone for civil protection and national security. It was recently shown at a NATO exercise in a search-and-rescue and ISR configuration, carrying a partner's integrated sensor.

In cargo, Dronamics has a binding cooperation agreement with Hellmann Worldwide Logistics as a priority partner, which is expected to take at least 30% of the company's global cargo capacity. Dronamics also expects more than 730 Black Swan aircraft to be deployed through partnerships under memoranda of understanding, letters of intent and term sheets. These are preliminary agreements, and the companies list turning them into definitive customer contracts among the risks of the transaction. 

In defense, Dronamics works with HENSOLDT on an unmanned airborne early warning platform. In airborne geophysics, it works with Xcalibur Smart Mapping on natural resources surveys and with Asia Air Survey, which is also a strategic investor, on geospatial surveys and civil protection.

From Sofia to Nasdaq

Dronamics was founded in Sofia in 2014 by brothers Svilen and Konstantin Rangelov. It holds a European drone airline license and designator codes from both IATA and ICAO, and describes itself as the first licensed cargo drone airline in Europe.

This is not the company's first time on a stock exchange. In December 2021, the special purpose vehicle Dronamics Capital listed on the BEAM segment of the Bulgarian Stock Exchange and raised the maximum of about BGN 5.87 million, with demand close to 4.5 times the shares on offer. In February 2023, Dronamics raised $40 million in a pre-Series A round from venture funds and angel investors from 12 countries.