GP-Act III Acquisition Corp. filed a current report on November 4, 2026, disclosing that it entered into a Business Combination Agreement with Dronamics Group Limited on November 3, 2026, outlining a multi-step transaction that would merge the two entities and rename the surviving company Dronamics Holdings, Inc.

Key Highlights

  • Agreement date: The Business Combination Agreement was signed on November 3, 2026, between GP-Act III Acquisition Corp. and Dronamics Group Limited, a private company incorporated in Ireland.
  • Name change anticipated: According to the filing, Holdco is expected to change its name to "Dronamics Holdings, Inc." upon completion of the Transactions.
  • Delaware domestication: GP-Act III plans to de-register as a Cayman Islands exempted company and re-domicile as a Delaware corporation prior to the Merger closing.
  • Share conversion: Each Class A ordinary share of Holdco, par value $0.0001 per share, will convert automatically on a one-for-one basis into one share of Domesticated Holdco Common Stock upon domestication.
  • Warrant conversion: Each outstanding warrant to purchase Holdco Class A Ordinary Shares will convert automatically into a warrant to acquire Domesticated Holdco Common Shares on the same governing terms.
  • Tax treatment intent: The parties intend each of the Holdco Domestication and Company Reorganization to qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code, and the Merger to qualify under Section 368(a).
  • Minimum Cash Condition: The filing states that the Company Reorganization may not begin until Holdco confirms in writing that it reasonably expects the Minimum Cash Condition to be satisfied at Closing.

Structure of the GP-Act III and Dronamics Business Combination

According to the filing, GP-Act III Acquisition Corp. (NASDAQ:GPAT), a blank-check special purpose acquisition company incorporated in the Cayman Islands and headquartered at 300 Park Avenue, 2nd Floor, New York, New York 10022, executed a Business Combination Agreement on November 3, 2026, with Dronamics Group Limited, an Ireland-incorporated private company. The agreement lays out a sequence of corporate steps intended to bring Dronamics into the U.S. public markets through GP-Act III's existing listed structure.

The filing describes a three-stage process. First, GP-Act III will domesticate from the Cayman Islands to Delaware, converting its Class A ordinary shares and outstanding warrants into equivalent Delaware instruments on a one-for-one basis. Second, Dronamics will reorganize by transferring its shares to a newly formed Delaware corporation called Newco through a share-for-share exchange, causing the Company to become a wholly owned subsidiary of Newco. As part of this reorganization, Dronamics will also novate or assign its existing SAFEs and certain convertible notes to Newco, and Newco will assume Company Options subject to optionholder consent.

Third, a Delaware merger subsidiary to be formed by GP-Act III will merge with and into Newco, with Newco surviving as a wholly owned subsidiary of the domesticated GP-Act III entity. The filing states that the Closing will occur two business days after all conditions have been satisfied or waived, and the Merger becomes effective upon filing of the certificate of merger with Delaware's Secretary of State. The filing also notes that at least two hours must elapse between completion of each preparatory step and the Closing and Effective Time, and that shareholder approval of Holdco is required for the Holdco Domestication to proceed.

What Was Disclosed

GP-Act III Acquisition Corp. disclosed the execution of a Business Combination Agreement with Dronamics Group Limited, detailing a Cayman-to-Delaware domestication, an Irish company reorganization through a newly formed Delaware entity, and a subsequent merger, with an anticipated name change to Dronamics Holdings, Inc. upon Closing.