M&A · Drones
Unusual Machines adds drone batteries with Upgrade Energy acquisition
Unusual Machines began expanding battery production before closing and plans battery pack operations in Orlando.
Unusual Machines completed its acquisition of DroneNX LLC, operating as Upgrade Energy, on Oct. 19, 2026.1 The U.S. manufacturer of drone batteries and power systems adds batteries to Unusual Machines’ lineup of motors, headsets and other drone components.2
The acquisition adds batteries to Unusual Machines
DroneNX LLC d/b/a Upgrade Energy
1,792,012 shares of common stock
Consideration at closing
payable if Upgrade’s revenue exceeds $10,000,000 during the first calculation period or, if not, then during the second calculation period (subject to pro rata reduction if revenue for the second calculation period does not exceed $10,000,000 in the second calculation period)
The two 12-month calculation periods begin on the date of the agreement (May 7, 2026), not at closing
Source: Unusual Machines, Form 8-K, press release and merger agreement. As of Oct. 23, 2026.
Production expansion began ahead of closing, with Unusual Machines scaling battery production and hiring at Upgrade’s Torrance, California, facility.2 In May, Upgrade operated from an 18,500-square-foot facility with approximately 30 engineering and production personnel.3 Unusual Machines also plans battery pack operations in Orlando, Florida.2
Closing consideration included 1,792,012 Unusual Machines shares valued at approximately $25 million. The company also paid $1 million from cash on hand.1
The deal also includes a cash earn-out of up to $26 million. The full payment requires Upgrade’s revenue to exceed $10 million in the first calculation period or, failing that, the second.1 No earn-out is due for the first period if revenue does not exceed that threshold; a second-period payment is reduced pro rata if revenue does not exceed it. The earn-out uses two 12-month calculation periods running from the agreement date, before closing. The agreement is dated May 7, 2026.1, 4
Also announced: Unusual Machines issued 137,260 shares to Rotor Lab’s sellers on Oct. 20 as earn-out consideration. The payment falls under its June 2025 acquisition agreement.1
The deal adds battery manufacturing while leaving half of its maximum $52 million consideration dependent on Upgrade’s revenue.1–2 Neither the closing filing nor the release discloses Upgrade’s revenue, so those documents do not establish how close it is to the earn-out threshold.1
Sources (4)
- Unusual Machines, Form 8-K (Oct. 23, 2026; event date Oct. 19, 2026) www.sec.gov
- Unusual Machines, Exhibit 99.1 press release (Oct. 19, 2026) www.sec.gov
- Unusual Machines, Exhibit 99.1 press release (May 11, 2026) www.sec.gov
- Agreement and Plan of Merger (Exhibit 1.1, May 2026) www.sec.gov