GP-Act III Acquisition Corp. filed a current report on Form 8-K on November 4, 2026, disclosing that it entered into a Business Combination Agreement with Dronamics Group Limited on November 3, 2026.

Key Highlights

  • Agreement signed November 3, 2026: GP-Act III Acquisition Corp. and Dronamics Group Limited, a private company incorporated in Ireland, executed a Business Combination Agreement.
  • Merger structure: A newly formed Delaware corporation, Merger Sub, will merge with and into a second newly formed Delaware corporation, Newco, with Newco surviving as a wholly owned subsidiary of GP-Act III (Holdco).
  • Holdco Domestication planned: At least one business day before the Effective Time, Holdco intends to de-register in the Cayman Islands and domesticate as a Delaware corporation.
  • Name change anticipated: In connection with the transactions, Holdco is expected to change its name to "Dronamics Holdings, Inc." or another name designated by the Company.
  • Intended tax treatment: The parties intend that the Holdco Domestication and the Company Reorganization each qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code, and that the Merger qualify as a "reorganization" under Section 368(a).
  • Share conversion on domestication: Each Class A ordinary share ($0.0001 par value) of Holdco will convert automatically, on a one-for-one basis, into one share of Domesticated Holdco Common Stock; each outstanding Holdco Warrant will convert into a warrant to acquire Domesticated Holdco Common Shares.

GP-Act III and Dronamics Group: Terms of the November 3 Business Combination Agreement

According to the filing, GP-Act III Acquisition Corp. (NASDAQ:GPAT), a Cayman Islands exempted company limited by shares, entered into the Business Combination Agreement with Dronamics Group Limited on November 3, 2026. Dronamics Group Limited is described in the filing as "a private company limited by shares incorporated and registered in Ireland." The filing states that the transaction involves three sequential steps: the Holdco Domestication, the Company Reorganization, and the Merger.

Under the Company Reorganization, the filing discloses that Dronamics shareholders will transfer each Company Share to Newco in exchange for one share of Newco common stock per Company Share, making the Company a wholly owned subsidiary of Newco. The Company will also novate or assign its rights under Company SAFEs and certain Company Convertible Notes to Newco, and Newco will assume Company Options subject to optionholder consent. Following those steps, the Company will elect to be treated as an entity disregarded from Newco for U.S. federal income tax purposes, according to the filing.

The filing states that the Closing will take place two business days after all conditions have been satisfied or waived, or at such other time as the parties may agree in writing. The Merger will become effective upon filing of a certificate of merger with the Delaware Secretary of State. The filing also notes that the Closing is subject to, among other things, receipt of Holdco Shareholder Approval and satisfaction of a Minimum Cash Condition. The filing was made as a written communication pursuant to Rule 425 under the Securities Act.

What Was Disclosed

GP-Act III Acquisition Corp. disclosed entry into a Business Combination Agreement with Dronamics Group Limited dated November 3, 2026, outlining a multi-step transaction involving a Cayman-to-Delaware domestication, a company reorganization, and a merger, with an anticipated name change to "Dronamics Holdings, Inc."