Unusual Machines Inc

Table of Contents

As filed with the Securities and Exchange Commission on April 10, 2024

Registration No. 333-[_____]

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

Washington, D.C. 20549

FORMS-1**

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

****(Exact name of Registrant as specified in its charter)

4677 L B McLeod Rd

Suite J

Orlando, FL 32811

(855) 921-4600

****(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

**Allan Evans

Chief Executive Officer

Unusual Machines, Inc.

4677 L B McLeod Rd

Suite J

Orlando, FL 32811

(855) 921-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Michael Harris, Esq.

Edward Schauder, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

(561) 686-3307

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is declared effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED April 10, 2024

UNSUAL MACHINES, INC.

PROSPECTUS

940,719 Shares of Common stock

On February 16, 2024, the Company closed its Initial Public Offering (the “IPO”) of 1,250,000 shares of common stock at a public offering price of $4.00 per share. Simultaneous with the closing of the IPO, the Company acquired Fat Shark Ltd. (“Fat Shark”) and Rotor Riot, LLC (“Rotor Riot”) from Red Cat Holdings, Inc. (“Red Cat”).

This Prospectus relates to the offering and resale by Red Cat, our largest stockholder, of 500,000 shares of our common stock (the “Acquisition Shares”) that Red Cat received as part of consideration in connection with our acquisition of Rotor Riot and Fat Shark. We are obligated to register the Acquisition Shares pursuant to a Registration Rights Agreement that we entered into with Red Cat on February 16, 2024. This Prospectus also relates to the offering and resale the certain other selling stockholders identified herein (collectively, with Red Cat, the “Selling Stockholders”) of up to 940,719 shares of our common stock (the “Shares”) that were acquired by such selling stockholders in private placements or in private transactions with an insider of the Company prior to the IPO. The Shares and the Acquisition Shares are collectively referred to herein as the “Securities.”

The Company is not selling any securities in this offering, and therefore will not receive any proceeds from the sale of the Securities by the Selling Stockholders.

We have agreed to pay the expenses of the registration of the Securities offered and sold under the Registration Statement by the Selling Stockholders. Each Selling Stockholder will pay any commissions or discounts applicable to the Securities it sells.

Our common stock is traded on the New York Stock Exchange American (“NYSE American”) under the symbol “UMAC.” On April 9, 2024, the last reported sale price of our common stock on the NYSE American was $1.82.

Investing in our securities involves various risks. See “Risk Factors” beginning on page 6 of this Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is April 10, 2024