Unusual Machines, Inc. (UMAC): M&A transaction — Unusual Machines closes all-stock acquisition of Rotor Lab for $7.0M, including $3M earnout

Unusual Machines, Inc.

Closed acquisition of Rotor Lab Pty Ltd on Sept 3, 2025; total consideration valued at $7.0M including $3.0M earnout.
Initial consideration of 656,642 shares of UMAC common stock; up to $3M additional shares payable upon earnout.
Rotor Lab, an Australian developer of electric motors for drones, will operate as a wholly-owned subsidiary and engineering hub.
Former Rotor Lab CEO Andrew Simpson becomes VP of Motor Production at Unusual Machines.
131,328 shares subject to one-year forfeiture for breach of reps; sellers agree to two-year non-compete.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Unusual Machines, Inc. completed an acquisition involving Andrew Robert Simpson and Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367 as a trustee for Vella Hardjadinata Family Trust for 656,642 shares of the Company’s common stock, calculated in accordance with the terms of the Agreement (the “Initial Consideration”), plus Earnout Consideration (closed 2025-09-03).

Action: acquisition
Counterparty: Andrew Robert Simpson and Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367 as a trustee for Vella Hardjadinata Family Trust
Consideration: 656,642 shares of the Company’s common stock, calculated in accordance with the terms of the Agreement (the “Initial Consideration”), plus Earnout Consideration
Closing: 2025-09-03

Exact text from the filing

As of September 3, 2025 (“the Closing Date”), Unusual Machines, Inc. (the “Company”) acquired 100% of the capital stock of Rotor Lab Pty Ltd, an Australian company (“Rotor Lab”) from its existing shareholders Andrew Robert Simpson (“Simpson”) and Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367 as a trustee for Vella Hardjadinata Family Trust (“VHC”), (collectively the “Sellers”) in exchange for 656,642 shares of the Company’s common stock, calculated in accordance with the terms of the Agreement (the “Initial Consideration”), plus Earnout Consideration (as defined in the Agreement) of up to $3,000,000 worth of shares of common stock.

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Unusual Machines, Inc. filing history →

Source: SEC EDGAR

accession 0001683168-25-006790

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