M&A - Unusual Machines, Inc.

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Form Type: 10-K

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000168316825001929

Filing Summary: Unusual Machines, Inc. is expanding its offerings in the commercial drone industry significantly after its Initial Public Offering (IPO) on February 16, 2024. The company has announced a plan to acquire Aloft Technologies, Inc., a leader in drone software and airspace management, in a merger worth $14.5 million, predominantly payable in Common Stock. This merger is set against the backdrop of a thriving drone market, projected to reach $57.8 billion by 2030, highlighting the strategic importance of Aloft's operations which manage a significant majority of FAA-approved airspace authorizations within the U.S. Unusual Machines also emphasizes its commitment to onshore production to improve supply chain reliability, especially in light of security and compliance requirements. The company aims at continued growth in the FPV (First Person View) drone sector, where significant investment and development of drone components are being focused. Competitive dynamics involve not just established rivals like DJI but also increasing support from consumers and industries seeking domestically sourced components, fueled by market demands and regulatory trends.

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Additional details:

Acquisition Price: 14.5 million


Ipo Shares Issued: 1,250,000


Ipo Price Per Share: 4.00


Common Stock Outstanding: 16,830,170


Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000168316825000690

Filing Summary: On February 1, 2025, Unusual Machines, Inc. entered into an Agreement and Plan of Merger and Reorganization with Aloft Technologies, Inc. and UMAC Merger Sub, Inc. According to the terms of the Agreement, Aloft will merge into Merger Sub, which will continue as a wholly owned subsidiary of Unusual Machines. Each outstanding share of Aloft capital stock that is not a dissenting share will be cancelled, with Aloft stockholders receiving their pro rata share of the merger consideration. The merger consideration amounts to $14.5 million and includes 1,204,319 shares of common stock of Unusual Machines, alongside up to $60,000 in cash for unaccredited investors. The merger is subject to standard closing conditions, including stockholder approval from Aloft and the provision of acceptable financials.

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Additional details:

Entry Into Material Definitive Agreement Date: 2025-02-01


Merger With: Aloft Technologies, Inc.


Merger Sub: UMAC Merger Sub, Inc.


Merger Consideration Total: $14.5 million


Common Stock Shares: 1,204,319


Cash Payment To Unaccredited Investors: up to $60,000


Closing Conditions: Aloft obtaining stockholder approval, delivery of audited financials, receipt of third party consents, appraisal rights not asserted by more than 10% of Aloft common stock holders


Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825000649

Filing Summary: On February 3, 2025, Unusual Machines, Inc. announced the signing of a binding agreement to acquire Aloft Technologies, Inc., a Delaware corporation. Aloft Technologies is known as an FAA-approved provider of unmanned aerial system services, catering to the enterprise, public safety, and government sectors. The announcement was communicated through a press release, which has been attached as Exhibit 99.1 to the SEC filing. The document clarifies that the press release is not to be considered as 'filed' under Section 18 of the Securities Exchange Act of 1934, nor is it to be incorporated by reference in any of the Company’s filings under the Securities Act of 1933.

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Additional details:

Title Of Each Class: Common Stock, $0.01


Trading Symbol: UMAC


Name Of Each Exchange: NYSE American


Emerging Growth Company: Yes


Press Release Date: 2025-02-03


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