Unusual Machines Enters Merger Agreement with Aloft Technologies

Unusual Machines, Inc. (NYSEAMERICAN:UMAC) recently reported entering into a significant Agreement and Plan of Merger and Reorganization on February 1, 2025. The company, a Nevada corporation, outlined the merger with Aloft Technologies, Inc., a Delaware corporation, and UMAC Merger Sub, Inc., also a Delaware corporation and a wholly-owned subsidiary of Unusual Machines.

The terms of the agreement entail the merger of Aloft into Merger Sub, allowing Merger Sub to operate as a wholly-owned subsidiary of Unusual Machines. As part of the merger, each issued and outstanding share of Aloft capital stock, other than dissenting shares, will be canceled. In return, Aloft Stockholders, as defined in the agreement, are set to receive their pro rata share of the merger consideration. This consideration, totaling $14.5 million, comprises 1,204,319 shares of Unusual Machines’ common stock and an anticipated sum not exceeding $60,000 in cash for unaccredited investors.

The completion of the agreement is contingent upon several customary closing conditions. These include stockholder approval for Aloft, the submission of acceptable audited financials by Aloft to Unusual Machines, obtaining specific third-party consents, and ensuring that no more than 10% of Aloft’s common stockholders exercise appraisal rights.

While providing a summary of the agreement, it is crucial to note that the description is a condensed version. The full text of the Agreement can be referenced in Exhibit 10.1, which is incorporated by reference in the Form 8-K filing.

Unusual Machines, as an emerging growth company, will proceed with this merger in adherence to the rules and regulations stipulated by regulatory entities. The merger signifies a strategic move for the company as it aims to expand and enhance its operational capabilities in partnership with Aloft Technologies.

The company also disclosed its financial statements and exhibits as required in item 9.01 of the filing, detailing the Agreement and Plan of Merger and Reorganization dated February 1, 2025 as Exhibit 10.1 and a Cover Page Interactive Data File as Exhibit 104.

For more information on this development, interested parties may refer to the complete filing available through the Securities and Exchange Commission (SEC) system or the company’s official channels.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Unusual Machines’s 8K filing here.

Unusual Machines Company Profile

Unusual Machines, Inc designs, manufactures, and sells ultra-low latency video goggles for drone pilots. It operates a drone-focused e-commerce marketplace. The company serves drone pilots, hobbyists, and recreational services. The company was formerly known as AerocarveUS Corporation and changed its name to Unusual Machines, Inc in July 2022.