Dronamics to go public through business combination with GP-Act III Acquisition Corp.

Dronamics Group Limited, a developer and operator of long-range unmanned aircraft systems for cargo logistics, defence and other mission-critical applications, and GP-Act III Acquisition Corp., a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (BCA) with respect to a proposed business combination.

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, 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 underutilised 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 defence, Dronamics' partnership with HENSOLDT is focused on developing an unmanned airborne early warning (AEW) platform, addressing increased demand in European defence 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 commercialisation, 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.