Dronamics Plans a Nasdaq Listing Through a $400M SPAC Merger: What Founders Should Know

Dronamics, a Sofia-based maker of long-range cargo and defence drones, plans to list on Nasdaq by merging with GP-Act III Acquisition Corp., a listed special purpose acquisition company known as GPAT, at a $400 million pre-money valuation, according to Tech Funding News on November 5, 2026. The deal is not final, and the report says it has no PIPE commitments yet.

The Deal

The merger implies an enterprise value of about $500 million, and existing shareholders keep all their equity. The deal is meant to deliver about $100 million of net cash at closing, with a guarantee of at least $25 million. The cash would come from a private investment in public equity, known as a PIPE, and from what remains in GPAT's trust after redemptions. The company expects to close in the first half of 2027.

The trust has shrunk. GPAT raised $287.5 million in May 2024. At a May vote, holders redeemed about $215.4 million of shares, leaving about $97.8 million, and the trust held $99.4 million at the date of the proxy statement. The sponsor warns that more redemptions could leave very little cash. Dronamics and GPAT are still talking with institutional and strategic investors, and the report says co-sponsors and several Dronamics investors have provided convertible loans, some already funded.

The Company

Konstantin Rangelov, an aerospace engineering student at the time, and his brother Svilen started Dronamics after a hunt for a Bulgarian cheese in the Netherlands. The report says the company plans to operate its own aircraft and middle-mile cargo services from under-used regional airfields. The Black Swan, a fixed-wing drone, can carry 350 kilograms over 2,500 kilometres, according to the company, and Hellmann Worldwide Logistics has a binding agreement to supply 30 percent of its global cargo capacity.

Dronamics has not disclosed a total funding figure. It has had a €2.5 million grant from the European Innovation Council in 2022, a $40 million pre-Series A in February 2023, €10 million of EIC equity in March 2024, a commitment of up to €30 million from the EIC's STEP programme in June 2025 and an undisclosed stake from Asia Air Survey in April 2026. Tech Funding News estimates it has raised between $78 million and $93 million.

The Market Around It

Defence tech funding is heavy. Quantum Systems raised $1.2 billion at $8 billion in July, and Tekever raised $580 million at $6.4 billion in September, according to the report. Dealroom expects a record $10.5 billion for European defence start-ups in 2026. Other European SPAC and IPO stories send mixed signals: Pasqal began trading on Nasdaq on August 28, and Einride went public at a lower headline valuation, $1.35 billion against $1.8 billion.

Lessons for Founders Considering a Public Listing

A SPAC is a route, not a guarantee. The trust shrank by about two thirds between the SPAC's IPO and the deal, so the cash a company can expect is uncertain. Founders should plan for the low case, and ask what happens if most holders redeem.

Existing investors keep their equity, but the cap table changes. A merger adds sponsor shares, PIPE investors and warrants, so check how it affects your cap table, your dilution and any liquidation preference that falls away at listing.

Public markets want contracts. The report's closing question is whether investors will back a defence platform before it has binding customer contracts. Founders who plan to list should line up anchor customers early, since they help in due diligence.

Keep other routes open. A company that can raise privately, sell or list has more bargaining power. Dronamics has used grants, retail crowdfunding, venture rounds and strategic investors before a listing.

What We Could Not Confirm

We relied on Tech Funding News, which cites company statements and a proxy statement. We did not review the proxy statement ourselves. Dronamics' payload and range figures are the company's own.

Key Takeaways

Dronamics plans to list on Nasdaq through a SPAC at a $400 million pre-money valuation, aiming for about $100 million of net cash with no PIPE commitments yet. The lesson for founders is to plan for redemptions and to secure customers before going public.

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