---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-26-003637"
form_type: "8-K"
ticker: "UMAC"
cik: "0001956955"
company_name: "Unusual Machines, Inc."
filed_at: "2026-05-11T23:59:59+00:00"
generated_at: "2026-05-14T19:01:08.304829+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)

## Summary
- Consideration: 1,792,012 UMAC shares at $13.9508/share + $1M cash; earn-out up to $26M if $10M revenue target met in 2 years.
- Upgrade Energy makes NDAA-compliant drone batteries/power systems; operates 18,500-sq-ft Torrance, CA facility with ~30 staff.
- Expected close within 120 days, conditioned on delivery of Upgrade Energy's 2025 audit and other customary closing conditions.
- Unusual Machines plans to add a second battery production facility in Orlando, FL post-closing.

## SEC filing metadata
- accession: 0001683168-26-003637
- form_type: 8-K
- ticker: UMAC
- cik: 0001956955
- company_name: Unusual Machines, Inc.
- filed_at: 2026-05-11T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-26-003637
- JSON: https://secwatch.observer/filing/0001683168-26-003637.json
- Plain text: https://secwatch.observer/filing/0001683168-26-003637.txt

## Source-grounded claims
- claim_id: 0adfae8226811f98ee3c37c9ea999ea75ec696bb
  claim: Unusual Machines, Inc. entered into Agreement and Plan of Merger with Upgrade Energy LLC, DroneNX LLC d/b/a Upgrade Energy, Matthew Barnard valued at $52 million (effective 2026-05-07).
  evidence_excerpt: On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.