# Unusual Machines adds drone batteries with Upgrade Energy acquisition

Unusual Machines began expanding battery production before closing and plans battery pack operations in Orlando.

Published 2026-10-23 by TGOs. Canonical: https://tgos.io/news/2026/10/23/unusual-machines-adds-drone-batteries-with-upgrade-energy-acquisition/

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]

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.[1] The company also paid $1 million from cash on hand.[1]

The deal also includes a cash earn-out of up to $26 million.[1] 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.[1][4] The earn-out uses two 12-month calculation periods running from the agreement date, before closing.[1][4] 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.[1] The payment falls under its June 2025 acquisition agreement.[1]

## Why it matters

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

1. Unusual Machines, Form 8-K (Oct. 23, 2026; event date Oct. 19, 2026) <https://www.sec.gov/Archives/edgar/data/1956955/000168316826008046/umac_8k.htm>
2. Unusual Machines, Exhibit 99.1 press release (Oct. 19, 2026) <https://www.sec.gov/Archives/edgar/data/1956955/000168316826008046/umac_ex9901.htm>
3. Unusual Machines, Exhibit 99.1 press release (May 11, 2026) <https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_ex9901.htm>
4. Agreement and Plan of Merger (Exhibit 1.1, May 2026) <https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_ex0101.htm>
