Simultaneous with the closing of this Offering, we will acquire Fat Shark Ltd., referred into in this Prospectus as “Fat Shark,” and Rotor Riot, LLC, referred into in this Prospectus as “Rotor Riot,” which are first-person view (“FPV”) drone technology market leaders. Because Unusual Machines is still in its development stage and has limited operations on a pre-transaction basis, the business-related and certain financial information in this Prospectus focuses on the business, products and operations of Fat Shark and Rotor Riot, which will entail the Company’s business focus following the acquisition. While each entity exists independently, their operations have been structured and developed to complement each other and operate largely in tandem, as the discussions contained elsewhere in this Prospectus describe in greater detail. Fat Shark is a leader in FPV, designing and manufacturing ultra-low latency FPV video goggles for drone pilots, which it markets towards retail distributors including Rotor Riot. Rotor Riot is a rapidly growing e-commerce marketplace, backed by the largest community of FPV drone pilots in the world, and markets drones and drone-related products including Fat Shark goggles and competitor offerings, to end users of the drones and drone products including drone enthusiasts, hobbyists and competitive racers. Over the next two years, we expect that these businesses will continue to excel in the consumer FPV market, while expanding into new enterprise verticals like drone delivery. This is part of our vision to enable people to be part of the robotics revolution. Headquartered in Puerto Rico, we intend to build our business both organically and through strategic acquisitions, by targeting companies within the highly fragmented drone industry that have valuable intellectual property, revenue generating customers, and exceptional teams. We are a Puerto Rico corporation, originally incorporated July 11, 2019, with our principal place of business in San Juan, Puerto Rico. Our principal corporate office is located at 151 Calle De San Francisco, Ste 200 PMB 2106 San Juan, Puerto Rico. The Company was incorporated in Puerto Rico under the name “Red Cat Motor Corporation” on July 11, 2019, before changing its name to “AerocarveUS Corporation” on October 20, 2020 and then to “Unusual Machines, Inc.” on July 5, 2022.
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A new **Super Micro Computer (SMCI)** for AI data center infrastructure.
The **Dell Technologies** or **HPE** specifically tailored for high-performance AI and HPC infrastructure.
The foundational hardware provider for the AI revolution, similar to how **Cisco** built the networking backbone for the internet.
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Unusual Machines (UMAC) appears to be a fictional company as no public entity with this name and symbol could be identified. Assuming its products would align with its imaginative name, here are hypothetical major offerings:
- Specialized Industrial Robotics: Robotic systems engineered for highly unique, complex, or hazardous industrial applications where standard automation solutions are insufficient.
- Advanced Prototyping & Manufacturing Systems: Innovative machinery for high-precision, multi-material additive manufacturing and rapid prototyping of intricate components.
- Novel Material Processing Machines: Unique equipment designed for the transformation and manipulation of new or difficult-to-handle materials across various advanced industries.
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Please note: As "Unusual Machines" (UMAC) does not appear to be a real public company with accessible customer data in current financial databases, the following information is based on a hypothetical scenario demonstrating how such an analysis would be presented. In a real-world scenario, I would analyze the company's 10-K filings, investor presentations, and industry reports to identify major customers or customer categories.
Unusual Machines (UMAC) - Major Customers
Unusual Machines (UMAC) primarily sells its highly specialized industrial automation and robotics systems to other companies, operating in a Business-to-Business (B2B) model.
Major Customer Companies:
- Global AutoCorp (Symbol: GAC) - A multinational automotive manufacturing giant that integrates UMAC's advanced robotic arms and automated assembly solutions into its production lines.
- AeroTech Solutions (Symbol: ATS) - A leading aerospace and defense contractor utilizing UMAC's precision automation equipment for the fabrication and assembly of complex aircraft components.
- Future Logistics Group (Private Company) - A large-scale logistics and warehousing enterprise that deploys UMAC's autonomous mobile robots and automated material handling systems across its vast distribution network.
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Allan Evans Chief Executive Officer and Director
Allan Evans was appointed CEO of Unusual Machines in December 2023 and also serves as Chairman of the Board and President. He is a serial entrepreneur with a history of founding and leading technological innovation. Previously, he was the Chief Operating Officer of Red Cat from January 2021 to November 2023 and the Chief Executive Officer of Fat Shark. In November 2012, he co-founded Avegant, a technology company focused on developing next-generation display technology, where he served as Chief Technology Officer until 2016, overseeing design, development, initial production, technology research, and patent strategy. He also served as a board member for Ballast Technologies from August 2017 to October 2020.
Brian Hoff Chief Financial Officer
Brian Hoff has served as Chief Financial Officer of Unusual Machines since November 2022. He has extensive experience in leading high-growth accounting and finance teams. From October 2019 to April 2021, Mr. Hoff was Vice President, Accounting & Finance at STACK Infrastructure, a company owned by IPI Partners. Prior to that, from November 2011 to October 2019, he was Corporate Controller and Director of Finance at Coalfire, a cybersecurity firm owned by The Carlyle Group and The Chertoff Group, indicating a pattern of managing companies backed by private equity firms.
Andrew Camden Chief Operating Officer
Andrew Camden serves as Chief Operating Officer of Unusual Machines. He previously served as Chief Operating Officer of Red Cat from January 2021 to November 2023. As President of Rotor Riot, appointed in 2018, he diversified the business and established its first formal headquarters, ultimately positioning it for acquisition by Red Cat Holdings in 2020. He continued to lead Rotor Riot through its acquisition by Unusual Machines in 2024.
Tim Manton Corporate Controller
Tim Manton, CPA, was appointed Corporate Controller, reporting to CFO Brian Hoff. He brings over 15 years of experience in financial operations, mergers and acquisitions, and reporting. His previous roles include positions at Sony Electronics, Blue Force Technologies, and Ultra Electronics. At Sony Electronics (formerly KinaTrax), he most recently served as Director of Finance and Accounting and helped lead the company through a strategic acquisition.
Craig McIntyre Vice President of Enterprise Sales
Craig McIntyre was appointed Vice President of Enterprise Sales. He has over 20 years of leadership experience in sales and business development, including building drone solutions ecosystems and navigating government procurement. He previously served as Head of Commercial Market Development for Drone Solutions at BT Group. McIntyre has also founded and scaled multiple start-ups focused on UAV, counter-UAS, and emerging technology markets.
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The key risks to Unusual Machines (UMAC) business operations include:
- Inability to achieve sustained profitability: Despite significant revenue growth, Unusual Machines has yet to demonstrate consistent profitability, reporting negative net and operating margins. The company's strategic shift towards capital-intensive manufacturing operations may lead to continued cash burn and the risk of further share dilution before it can achieve sustainable profitability.
- Intense competition and challenges in a nascent industry: Unusual Machines operates in a highly competitive and evolving drone market, facing established players such as DJI and Autel Robotics. The nascent state of the drone component manufacturing industry makes it challenging to secure a dominant position and scale operations effectively against larger competitors.
- Exposure to regulatory and political uncertainties, alongside supply chain vulnerabilities: The company's business model, which includes a reliance on government contracts, exposes it to potential political and budgetary uncertainties. Additionally, the drone sector is subject to regulatory shifts that could impact operations. Furthermore, UMAC's supply chain is exposed to bottlenecks and tariffs, which can increase costs and reduce profit margins.
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The addressable markets for Unusual Machines (UMAC) products and services are as follows:
- The US drone market is projected to reach US$31.34 billion by 2034.
- The global drone accessories market is anticipated to grow to over $115 billion by 2032.
- The US drone component sector is approximately $620 million.
- The global connected commercial drone market is projected to grow from US$18.6 billion in 2024 to US$37.3 billion by 2029.
- The global consumer drone market was estimated at $5.2 billion in 2024.
- The global military drone market is projected to grow from $15.8 billion in 2025 to $22.8 billion by 2030.
- The US land surveying market is projected to be $6.59 billion by 2033, with Unusual Machines aiming to capture 5% of this market.
Unusual Machines manufactures and sells drone components and drones. Their product portfolio includes Fat Shark, a brand of FPV (first-person view) ultra-low latency video goggles, and small, acrobatic FPV drones sold directly to consumers through the Rotor Riot e-commerce store. The company also supplies NDAA-compliant drone components to the US drone industry, targeting defense and enterprise clients.
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Below are the expected drivers of future revenue growth for Unusual Machines (UMAC) over the next 2-3 years:
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Expansion of Enterprise Sales: Unusual Machines is strategically shifting its focus from retail to enterprise sales, which has already contributed to margin expansion and more consistent top-line revenue. This transition is expected to continue driving significant revenue growth, with enterprise sales contributing over 50% of total revenue and securing substantial purchase orders.
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Scaling Production Capabilities and Strategic Investments: The company has made strategic investments in production scaling, including the operationalization of a motor factory in Orlando, where it has commenced producing American-made motors. Increased operating expenses in Q3 2025 were attributed to investments in motor and headset production, indicating a commitment to enhancing manufacturing capacity to support higher shipment volumes and meet anticipated demand.
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Growth in the U.S. Drone Market: Unusual Machines is strategically positioning itself within the rapidly expanding U.S. drone market, which its CEO believes is "about to explode." This focus on a high-growth market is expected to be a significant driver of future revenue.
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New Product Introduction and Market Diversification: The company plans to introduce additional critical components, both through organic growth initiatives and targeted mergers and acquisitions. This expansion of its product and service offerings will allow Unusual Machines to capture new market segments and increase its overall revenue streams.
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Increased Shipment Volumes: Analysts anticipate significant revenue growth for Unusual Machines driven by higher shipment volumes. This suggests an expectation of increased demand for the company's products and a corresponding increase in its ability to fulfill larger orders.
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Share Issuance
- In October 2025, Unusual Machines raised $72.14 million through an at-the-market (ATM) financing by selling 4,666,600 shares at an average price of $15.46.
- The company completed a $48.5 million registered direct offering in July 2025, issuing 5,000,000 shares at $9.70 per share to support U.S.-based manufacturing expansion, working capital, and general corporate purposes.
- In May 2025, a financing round raised $40.0 million at $5.00 per share, with proceeds intended for capital expenditures to build out a domestic drone motor factory in Orlando, Florida.
Outbound Investments
- Unusual Machines acquired Rotor Lab Pty Ltd, an Australian electric motor company, for $7 million in September 2025 to optimize its product portfolio with high-performance motors.
- In September 2025, the company invested US$4 million in LightPath Technologies Inc. stock as part of an $8 million private placement, alongside Ondas Holdings Inc.
- Concurrent with its initial public offering in February 2024, Unusual Machines acquired Fat Shark Holdings Ltd. and Rotor Riot LLC from Red Cat.
Capital Expenditures
- The company opened a 17,000-square-foot motor production facility in Orlando by September 2025 to address the demand for NDAA-compliant components and expand domestic manufacturing capabilities.
- In November 2025, Unusual Machines leased a new 25,000-square-foot warehouse and fulfillment center in Orlando, Florida, to enhance materials storage, outbound staging, and accelerate order fulfillment.
- A significant portion of capital allocation is focused on accelerating growth and supporting the onshoring of the drone supply chain, aiming for domestic manufacturing.
