GP-Act III Acquisition Corp. filed Definitive Additional Materials (DEFA14A) on November 4, 2026, disclosing that it entered into a Business Combination Agreement with Dronamics Group Limited on November 3, 2026, and providing supplemental information ahead of an Extraordinary General Meeting scheduled for November 12, 2026.

Key Highlights

  • Business Combination Agreement signed: GP-Act III Acquisition Corp. entered into the agreement with Dronamics Group Limited, a private company incorporated in Ireland, on November 3, 2026.
  • No shareholder vote on the deal at this meeting: According to the filing, no proposal relating to the Business Combination Agreement is being submitted for a vote at the November 12, 2026 Extraordinary General Meeting.
  • Meeting proposals remain unchanged: The filing states that the matters to be voted on remain the Extension Amendment Proposal, the Trust Amendment Proposal, and, if presented, the Adjournment Proposal.
  • Structural steps outlined: The agreement requires Holdco to domesticate from Cayman Islands to Delaware, and the Company to reorganize so that Dronamics becomes a wholly owned subsidiary of a newly incorporated Delaware entity called Newco.
  • SPAC listed on Nasdaq: Class A ordinary shares trade under NASDAQ:GPAT; redeemable warrants trade under GPATW; and Units trade under GPATU, all on The Nasdaq Stock Market LLC.
  • Emerging growth company: The registrant indicated it qualifies as an emerging growth company under applicable SEC rules.

GP-Act III and Dronamics: Structure of the Proposed Combination

According to the filing, the Business Combination Agreement sets out a multi-step transaction structure. GP-Act III, a Cayman Islands exempted company limited by shares, is required to de-register in the Cayman Islands and domesticate as a Delaware corporation at least one business day before the transaction closes, subject to receipt of shareholder approval. This step, referred to in the filing as the "Holdco Domestication," precedes the broader merger mechanics.

The filing further describes a reorganization of Dronamics Group Limited, the Ireland-incorporated target company. Under this reorganization, Dronamics shareholders would transfer each of their shares to Newco, a Delaware corporation to be incorporated solely for the purpose of consummating the transaction, receiving one share of Newco common stock for each Dronamics share transferred. The Company's outstanding SAFEs and certain convertible notes would be novated or assigned to Newco as part of this process. Dronamics would thereby become a wholly owned subsidiary of Newco, which would then merge with a Delaware subsidiary of Holdco called Merger Sub.

The filing also notes that Newco will adopt an equity incentive plan and assume Company Options, subject to the consent of applicable optionholders. The filing was submitted in connection with the upcoming Extraordinary General Meeting set for 9:00 a.m. Eastern Time on November 12, 2026, though the business combination itself is not among the proposals shareholders will vote on at that meeting. GP-Act III's principal executive offices are listed at 300 Park Avenue, 2nd Floor, New York, New York 10022.

What Was Disclosed

GP-Act III filed Definitive Additional Materials on November 4, 2026, disclosing a November 3, 2026 Business Combination Agreement with Irish private company Dronamics Group Limited. The filing provides supplemental proxy information ahead of the November 12, 2026 shareholder meeting, where the combination itself will not be voted on.