UMAC Unusual Machines Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) February 3, 2025

 

Unusual Machines, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		333-270519		66-0927642
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

4677 L B McLeod Rd, Suite J
Orlando, FL		32811
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (855) 921-4600

 

N/A

(Former name or former address, if changed since last report.)

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01	UMAC	NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

On February 3, 2025, Unusual Machines, Inc. issued a press release announcing the signing of a binding agreement to acquire Aloft Technologies, Inc., a Delaware corporation, an FAA-approved provider of unmanned aerial system services to enterprise, public safety, and government customers.

 

A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Exhibit
99.1		Press Release dated February 3, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Unusual Machines, Inc.
Date: February 3, 2025	By:	/s/ Brian Hoff
	Name:	Brian Hoff
	Title:	Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Unusual Machines Enters into a Definive Agreement to Acquire Drone Software Company Aloft Technologies to Grow the American Drone Ecosystem

 

February 3, 2025 – Orlando, FL –Unusual Machines (NYSE: UMAC) has announced the signing of a binding agreement to acquire of Aloft Technologies, Inc. (https://www.aloft.ai/), the leading FAA-approved provider of unmanned aerial system (UAS) services to enterprise, public safety, and government customers. The acquisition is almost all in stock,valued at $14.5M.

 

The proposed acquisition brings together companies that share commitment to strengthening the U.S. drone industry. Aloft Technologies has long been recognized as the leader in the drone fleet and airspace management sector, powering more than 70% of all FAA-approved Low Altitude Authorization and Notification Capability (LAANC) airspace authorizations in the United States. Aloft has provided more than more than 1.6 million authorizations in total, with 400,000 authorizations provided in 2024.

 

Aloft has been able to leverage the data collected through millions of safe flights and airspace interactions to launch Air Boss, their new real-time UAS air traffic management (UTM) software. With the FAA forecasting more than 3 million drones in the airspace by 2028, outnumbering traditional aircraft more than 10-to-1, the coordination and integration of all aircraft is critical to national security and the national economy.

 

The closing of the acquisition is contingent on satisfaction of customary closing conditions by the parties including Aloft obtaining stockholder approval, the delivery by Aloft of its audited financials acceptable to Unusual Machines, the receipt of certain third party consents and the holders of no more than 10% of Aloft common stock have asserted appraisal rights.

 

“With the transition away from China, we need to care as much about our drone data as we do our drone parts. Aloft is the market leader and the answer to how we provide American software to complement our hardware,” said Allan Evans, CEO of Unusual Machines. “Air Boss is the culmination of their years of work in fleet and airspace management. It will unlock airspace collaboration between governments, business, and consumers in a way that could prevent the confusion of what happened in New Jersey from ever being an issue again.”

 

“Aloft’s mission has always been to enable flight through better technology and data-driven insights,” said Jonathan Hegranes, CEO and Co-Founder of Aloft.

 

“Joining Unusual Machines will accelerate our ability to achieve this mission at a larger scale while continuing to prioritize cybersecurity and American-made software solutions.”

 

The acquisition is expected to close in the coming months, with both companies working closely to ensure a seamless transition for customers and stakeholders.

 

About Aloft Technologies: Founded by Jon Hegranes and Joshua Ziering in 2015, Aloft Technologies is the leading provider of drone airspace and fleet management solutions in the United States. Powering millions of safe flights through its proprietary software, Aloft is trusted and beloved by government, public safety, enterprise, and recreational pilots alike. Aloft’s focus on cybersecurity, data intelligence, and American-made software has positioned it as a critical player in the evolving drone ecosystem.

 

About Unusual Machines: Unusual Machines manufactures and sells drone components and drones across a diversified brand portfolio, which includes Fat Shark, the leader in FPV (first-person view) ultra-low latency video goggles for drone pilots. The Company also retails small, acrobatic FPV drones and equipment directly to consumers through the curated Rotor Riot e-commerce store. With a changing regulatory environment, Unusual Machines seeks to be a dominant Tier-1 parts supplier to the fast-growing multi-billion-dollar U.S. drone industry. According to Fact.MR, the global drone accessories market is currently valued at $17.5 billion and is set to top $115 billion by 2032.

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including the expectation of a successful consummation of the acquisition and the acquistion accelerating Aloft’s ability to meet its mission. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The results expected by some, or all of these forward-looking statements may not occur. Factors that affect these forward-looking statements are described more fully in the section titled “Risk Factors” contained in the Company’s final Prospectus filed with the Securities and Exchange Commission and the Prospectus Supplement filed with the Securities and Exchange Commission on December 17, 2024. In addition, other risks are Aloft meeting the closing conditions, Air Boss’ ability to unlock collaborative airspace governments, , the successful integration of Aloft and its employees into Unusual Machines as a wholly-owned subsidiary, and the acceptance by consumers of Aloft’s new real-time unmanned air traffic management (UTM) software. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Any forward-looking statement made by us herein speaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statement, whether because of new information, future developments or otherwise, except as may be required by law.

 

 

For more information visit Unusual Machines at https://www.unusualmachines.com/.

 

Contact:
CS Investor Relations
917-633-8980
investors@unusualmachines.com

 

 

 

 

 

 

 

 

 

 

v3.25.0.1

Cover	Feb. 03, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2025
Entity File Number	333-270519
Entity Registrant Name	Unusual Machines, Inc.
Entity Central Index Key	0001956955
Entity Tax Identification Number	66-0927642
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	4677 L B McLeod Rd
Entity Address, Address Line Two	Suite J
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32811
City Area Code	(855)
Local Phone Number	921-4600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01
Trading Symbol	UMAC
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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