Dronamics to list on Nasdaq via $500 mn SPAC merger
Europe’s first licensed cargo drone airline Dronamics is going public through a SPAC merger, targeting $100 million in net cash to scale Black Swan output.
Dronamics Group, a developer and operator of long-range unmanned aircraft, has signed a definitive business combination agreement with GP-Act III Acquisition Corp (Nasdaq: GPAT), a publicly traded special purpose acquisition company. Once the deal closes, the combined company is expected to list on Nasdaq.
The agreement values Dronamics at $400 million pre-money on a fully diluted basis. That implies a pro-forma enterprise value of about $500 million. Existing Dronamics shareholders are expected to roll over all of their equity into the combined company.
The transaction aims to give Dronamics about $100 million in net cash at closing, after transaction expenses. The money will come from a PIPE (private investment in public equity) and the cash remaining in GPAT’s trust account, depending on shareholder redemptions and PIPE commitments. The agreement includes a minimum cash condition of $25 million. Dronamics and GPAT are in discussions with institutional investors and strategic partners about joining the PIPE. Separately, GPAT’s co-sponsors and some existing Dronamics investors have entered into convertible loan arrangements, part of which has already been funded.
Both boards have approved the deal. It is expected to close in the first half of 2027, subject to GPAT shareholder approval and regulatory clearances.
The proceeds will be used to scale production of the Black Swan aircraft, accelerate commercial operations and support growth in autonomous logistics, national security, critical minerals exploration and sovereign aerospace.
The Black Swan is a long-range, fixed-wing NATO Class III unmanned aircraft. In cargo, Dronamics plans to operate its own fleet and sell middle-mile capacity using often underutilised regional airfields. Dronamics holds an EU drone airline licence along with IATA and ICAO airline designator codes. In defence, the aircraft is being developed for military resupply, intelligence, surveillance and reconnaissance (ISR), airborne early warning and counter-drone missions. The company is also developing the Black Cygnet, a smaller NATO Class I tactical drone that was recently demonstrated in a NATO exercise for search and rescue and ISR missions.
On the cargo side, Dronamics has a binding cooperation agreement with Hellmann Worldwide Logistics, which intends to contribute at least 30 percent of Dronamics’ global cargo capacity. More than 730 Black Swan aircraft are estimated to be deployed with partners under various MoUs, letters of intent and term sheets. Dronamics is also working with HENSOLDT on an unmanned airborne early warning platform, with Xcalibur Smart Mapping on airborne geophysics, and with Asia Air Survey on geospatial surveying. Earlier this year, Dronamics entered Japan with a local subsidiary, Dronamics Japan Holdings, backed by an investment from Asia Air Survey’s corporate venture capital arm. That partnership focuses on aerial surveying, disaster prevention and civil protection in Japan and overseas.
“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,” said Svilen Rangelov, co-founder and president of Dronamics. He added that the Nasdaq listing would support plans to expand manufacturing capacity and launch operations in the US and beyond.
Antonio Bonchristiano, CEO of GP-Act III, said, “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.”
Founded in 2014 and headquartered in Sofia, Bulgaria, Dronamics runs a vertically integrated model covering research and development, manufacturing, aircraft leasing and airline operations.
