Bulgarian Cargo Drone Maker Dronamics to List on Nasdaq via SPAC Deal

Dronamics, a developer of cargo drones based in Sofia, has entered into a definitive merger agreement with GP-Act III Acquisition Corp. (Nasdaq: GPAT), a special purpose acquisition company. The transaction requires shareholder approval from GPAT and regulatory clearance, with completion targeted for the first half of 2027. Upon closing, the merged entity will trade on Nasdaq under a combined structure, positioning Dronamics as the first company of Bulgarian origin to achieve a listing on the U.S. exchange.

The transaction assigns Dronamics' equity a value of approximately €358 million ($400 million) on a fully diluted basis before new capital is raised. This translates to a pro forma enterprise value of around €447 million ($500 million). Existing shareholders of Dronamics are anticipated to roll their entire equity stake into the combined entity. Both boards have endorsed the transaction, which is contingent on Dronamics maintaining a minimum cash balance of at least €22 million ($25 million) at closing.

Financing structure

The deal is structured to deliver approximately $100 million in net cash to Dronamics at closing, after deducting transaction costs. Funding will derive from a PIPE arrangement and cash reserves held in GPAT's trust. The precise amount hinges on redemption levels among GPAT shareholders and the extent of PIPE commitments. A floor of $25 million in net cash, after transaction expenses, will be added to Dronamics' balance sheet upon closing.

Dronamics and GPAT are currently in discussions with institutional investors and certain strategic partners regarding participation in the PIPE. Any firm commitments will be made public through GPAT's filings with the U.S. Securities and Exchange Commission. The broader financing strategy also encompasses convertible debt from GPAT's sponsors and select existing Dronamics investors, with portions already disbursed.

GPAT has traded on Nasdaq since May 2024. According to SEC disclosures, the trust account contained approximately $99.4 million as of October 26, 2026, following shareholder redemptions of around $215 million in May when the company extended its deal deadline to November 13. GPAT shareholders are scheduled to vote on November 12 regarding a further extension through May 8, 2027.

Cantor Fitzgerald & Co. served as underwriter for GPAT's initial public offering. Lazard is advising Dronamics on financial matters. Skadden, Arps, Slate, Meagher & Flom LLP provides U.S. legal counsel to GPAT, while Paul Hastings LLP serves as U.S. legal counsel to Dronamics.

Use of proceeds

Dronamics intends to deploy the capital toward scaling production of its Black Swan aircraft, accelerating commercial deployment, and expanding into autonomous logistics, national security applications, 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

Svilen Rangelov, co-founder and President of Dronamics

Antonio Bonchristiano, Chief Executive of GP-Act III Acquisition Corp., attributed the decision to Black Swan's versatile mission capabilities, Dronamics' established partnerships, and the prospect of scaling the platform across global markets.

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.

Antonio Bonchristiano, CEO of GP-Act III Acquisition Corp.

Aircraft and partnerships

Black Swan is a long-range, Class III unmanned aircraft per NATO UAV classification standards. In the cargo domain, Dronamics plans to operate its own fleet and offer cargo capacity services from regional airports. For defense applications, the aircraft is being engineered for military resupply and logistics in contested zones, intelligence gathering, surveillance and reconnaissance operations, airborne early warning functions, and counter-drone capabilities.

Dronamics is also developing Black Cygnet, a smaller, extended-endurance Class I tactical unmanned system intended for civil protection and national security missions. The platform was recently demonstrated at a NATO exercise configured for search-and-rescue and intelligence operations, equipped with a partner-supplied integrated sensor package.

On the cargo front, Dronamics maintains a binding cooperation agreement with Hellmann Worldwide Logistics as its priority partner, anticipated to utilize at least 30% of the company's worldwide cargo capacity. Dronamics also projects deployment of more than 730 Black Swan aircraft through partnerships documented by memoranda of understanding, letters of intent, and term sheets. These preliminary arrangements carry execution risk, with conversion to binding customer agreements identified as a transaction risk factor.

In defense, Dronamics collaborates with HENSOLDT on an unmanned airborne early warning system. For airborne geophysics, partnerships include Xcalibur Smart Mapping for natural resources surveys and Asia Air Survey, which also holds a strategic investment stake, for geospatial surveys and civil protection operations.

Path to the public markets

Dronamics was established in Sofia in 2014 by brothers Svilen and Konstantin Rangelov. The company holds a European drone airline license and designator codes from both IATA and ICAO, positioning itself as Europe's first licensed cargo drone airline.

This marks the company's second public market engagement. In December 2021, Dronamics Capital, a special purpose vehicle, listed on the BEAM segment of the Bulgarian Stock Exchange and raised the maximum offering of approximately BGN 5.87 million, with demand exceeding the available shares by 4.5 times. In February 2023, Dronamics secured $40 million through a pre-Series A funding round backed by venture capital firms and angel investors spanning 12 countries.