The acquisition strengthens UMAC's drone component vertical with domestic battery manufacturing, a critical supply-chain differentiator given NDAA compliance trends. Monitor closing conditions, especially Upgrade's 2025 audit. The $10M revenue earn-out threshold provides a clear near-term performance target for the acquired unit.
Price Chart
Executive Summary
Unusual Machines signed a definitive merger agreement to acquire Upgrade Energy, a manufacturer of drone batteries, for up to $52 million in cash and stock, including a $26 million earn-out tied to $10 million annual revenue. The deal adds domestic battery manufacturing capabilities and is expected to close within 120 days, subject to customary conditions including a 2025 audit of Upgrade.
Key Financial Metrics
Key Facts
- Total consideration up to $52 million: 1,792,012 shares at $13.9508 per share (~$25M), $1M cash at closing, plus up to $26M earn-out based on $10M annual revenue target over two years.
- Upgrade Energy operates an 18,500 sq ft facility in Torrance, CA with ~30 employees; plans to add a second production facility in Orlando, FL.
- Merger is structured as a tax-free reorganization under Section 368(a) of the Code.
- Closing expected within 120 days, subject to delivery of Upgrade's 2025 audited financial statements and other customary conditions.
- Registration rights agreement requires UMAC to file a resale registration statement within 30 days of closing and use best efforts to have it declared effective within 60 days.
Financial Impact
Up to $52 million total consideration, with ~$25M in stock and $27M in cash (including $1M at close and up to $26M earn-out). Earn-out payments are contingent on the acquired business achieving $10M annual revenue.
Risk Factors
- Closing failure if Upgrade's 2025 audit is not delivered or other conditions not met.
- Earn-out may not be achieved if revenue falls short of $10M annual target, reducing total deal value.
- Integration and execution risks in scaling battery production to meet demand.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001683168-26-003637 |
| Document: umac_8k.htm | 0001683168-26-003637 |
| Document: umac_ex9901.htm | 0001683168-26-003637 |
| Document: 0001683168-26-003637-index-headers.html | 0001683168-26-003637 |
| Document: 0001683168-26-003637-index.html | 0001683168-26-003637 |
| Document: 0001683168-26-003637.txt | 0001683168-26-003637 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | 8-K | $17.08 | awaiting T+60 | — | $17.77 (+4.04%) |
Oct 22, 2026 5d ago | 8-K | $16.27 | awaiting T+60 | — | $17.77 (+9.22%) |
Aug 21, 2026 9w ago | Insider Cluster | $24.57 | awaiting T+60 | — | $17.77 (+27.68%) |
Aug 20, 2026 9w ago | 144 | $25.98 | awaiting T+60 | — | $17.77 (+31.60%) |
Aug 12, 2026 10w ago | 8-K | $27.24 | awaiting T+60 | — | $17.77 (−34.77%) |
Aug 11, 2026 11w ago | 8-K | $25.97 | awaiting T+60 | — | $17.77 (−31.57%) |
Aug 6, 2026 11w ago | 8-K | $24.23 | awaiting T+60 | — | $17.77 (−26.66%) |
Jun 11, 2026 19w ago | Institutional Cluster | $25.72 $23.76 | ▼ −7.62% | ▼ −12.02% | $17.77 (−30.91%) |
Jun 9, 2026 19w ago | Insider Cluster | $22.85 | awaiting T+60 | — | $17.77 (+22.23%) |
Jun 5, 2026 20w ago | Insider Cluster | $25.85 | awaiting T+60 | — | $17.77 (+31.26%) |
US Market Status
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