Unusual Machines, Inc. to Reincorporate from Puerto Rico to Nevada
Ticker: UMAC · Form: DEF 14A · Filed: Mar 25, 2024 · CIK: 1956955
| Field | Detail |
|---|---|
| Company | Unusual Machines, Inc. (UMAC) |
| Form Type | DEF 14A |
| Filed Date | Mar 25, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: reincorporation, Nevada, Puerto Rico, stockholder consent, corporate governance
TL;DR
<b>Unusual Machines, Inc. is changing its state of incorporation from Puerto Rico to Nevada, approved by majority stockholders.</b>
AI Summary
Unusual Machines, Inc. (UMAC) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Unusual Machines, Inc. is filing an Information Statement regarding a change in its state of incorporation. The company will reincorporate from Puerto Rico to Nevada. This decision was approved by a written consent in lieu of a special meeting of stockholders. Red Cat Holdings Inc. (47.7% ownership) and Jeffrey Thompson (3.7% ownership) collectively approved the change. The reincorporation is expected to occur 20 days after the mailing of this Information Statement.
Why It Matters
For investors and stakeholders tracking Unusual Machines, Inc., this filing contains several important signals. Reincorporating in Nevada may offer a more favorable corporate and tax environment, potentially simplifying compliance and attracting investors. This move could streamline future corporate actions and potentially reduce administrative burdens associated with operating under Puerto Rico's jurisdiction.
Risk Assessment
Risk Level: low — Unusual Machines, Inc. shows low risk based on this filing. The risk is low as the decision was approved by a majority of stockholders and is a standard corporate action, with no immediate financial or operational impact indicated.
Analyst Insight
Stockholders should note this informational filing and be aware of the upcoming change in the company's state of incorporation.
Key Numbers
- 47.7% — Ownership by Red Cat Holdings Inc. (Represents percentage of common stock)
- 3.7% — Ownership by Jeffrey Thompson (Represents percentage of common stock)
- 51.4% — Collective voting power (Approximation of combined ownership)
- 20 — Days for reincorporation (Calendar days after mailing Information Statement)
- March 11, 2024 — Record Date (Date for determining stockholders)
- March 25, 2024 — Filing Date (Date of the Information Statement)
- March 26, 2024 — Mailing Date (Estimated date for mailing Information Statement)
Key Players & Entities
- Unusual Machines, Inc. (company) — Registrant name
- Red Cat Holdings Inc. (company) — Majority stockholder
- Jeffrey Thompson (person) — Stockholder who approved the change
- Nevada (company) — New state of incorporation
- Puerto Rico (company) — Current state of incorporation
- Allan Evans (person) — Chief Executive Officer
- 4,250,000 (dollar_amount) — Shares owned by Red Cat Holdings Inc.
- 328,500 (dollar_amount) — Shares owned by Jeffrey Thompson
FAQ
When did Unusual Machines, Inc. file this DEF 14A?
Unusual Machines, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 25, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Unusual Machines, Inc. (UMAC).
Where can I read the original DEF 14A filing from Unusual Machines, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Unusual Machines, Inc..
What are the key takeaways from Unusual Machines, Inc.'s DEF 14A?
Unusual Machines, Inc. filed this DEF 14A on March 25, 2024. Key takeaways: Unusual Machines, Inc. is filing an Information Statement regarding a change in its state of incorporation.. The company will reincorporate from Puerto Rico to Nevada.. This decision was approved by a written consent in lieu of a special meeting of stockholders..
Is Unusual Machines, Inc. a risky investment based on this filing?
Based on this DEF 14A, Unusual Machines, Inc. presents a relatively low-risk profile. The risk is low as the decision was approved by a majority of stockholders and is a standard corporate action, with no immediate financial or operational impact indicated.
What should investors do after reading Unusual Machines, Inc.'s DEF 14A?
Stockholders should note this informational filing and be aware of the upcoming change in the company's state of incorporation. The overall sentiment from this filing is neutral.
Risk Factors
- Change in State of Incorporation [low — regulatory]: The company is changing its state of incorporation from Puerto Rico to Nevada, which may involve different regulatory frameworks and compliance requirements.
Key Dates
- 2024-03-11: Record Date — Determined stockholders eligible to be informed of the reincorporation proposal.
- 2024-03-11: Majority Stockholder Consent Executed — Formal approval of the reincorporation proposal by key shareholders.
- 2024-03-25: Filing Date of Information Statement — Official submission of the DEF 14A filing to the SEC.
- 2024-03-26: Estimated Mailing Date of Information Statement — Target date for distributing the information statement to all stockholders.
Glossary
- Information Statement
- A document filed with the SEC that provides information to shareholders about corporate actions, such as a change in incorporation. (Informs shareholders about the reincorporation process and its approval.)
Filing Stats: 4,549 words · 18 min read · ~15 pages · Grade level 15.3 · Accepted 2024-03-25 16:37:42
Key Financial Figures
- $0.01 — the holders of shares of common stock, $0.01 par value per share, of Unusual Machine
Filing Documents
- unusual_def14c.htm (DEF 14A) — 341KB
- 0001683168-24-001667.txt ( ) — 342KB
From the Filing
DEF 14A 1 unusual_def14c.htm FORM DEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: Preliminary Information Statement Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) Definitive Information Statement UNUSUAL MACHINES, INC. (Name of Registrant As Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) of Schedule 14A per Item 1 of this Schedule and Exchange Act Rules 14c–5(g) and 0–1 UNUSUAL MACHINES, INC. 151 Calle De San Francisco Ste. 200 PMB 2106 San Juan, Puerto Rico 00901-1607 +1 855-921-4600 WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR CONSENT To our Stockholders: We are furnishing this notice and the accompanying Information Statement to the holders of shares of common stock, $0.01 par value per share, of Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. The purpose of the Information stock representing 47.7% of our common stock and Mr. Jeffrey Thompson, the owner of 328,500 of the shares of common stock representing 3.7% of our common stock,, collectively representing an aggregate of approximately 51.4% of the voting power, executed a written consent in lieu of a special meeting of stockholders (the “Majority Stockholder Consent”) which is described below. The Majority Stockholder Consent approved a proposal to change the state of incorporation of the Company from Puerto Rico to Nevada. We expect to reincorporate in Nevada following 20 calendar days after we mail the Information Statement. PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. Sincerely /s/ Allan Evans March 25, 2024 Name: Allan Evans San Juan, Puerto Rico Title: Chief Executive Officer UNUSUAL MACHINES, INC. 151 Calle De San Francisco Ste. 200 PMB 2106 San Juan, Puerto Rico 00901-1607 +1 855-921-4600 __________________________________ INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 __________________________________ WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR CONSENT GENERAL This Information Statement is being mailed on or about March 26, 2024 to the holders of record at the close of business on March 11, 2024 (the “Record Date”) for stockholders of Unusual Machines, Inc., a Puerto Rico corporation, entitled to notice in connection with the adoption of a proposal approving our reincorporating from Puerto Rico to Nevada (the “Nevada Reincorporation”). On March 11, 2024, Red Cat Holdings, Inc. (“Red Cat”) owner of 4,250,000 shares of common stock and Mr. Jeffrey Thompson (“Thompson”) owner of 328,500 shares of common stock executed a written consent in lieu of a special meeting of stockholders (the “Majority Stockholder Consent”) approving the Nevada Reincorporation. The elimination of the need for a special meeting of stockholders to approve this action is made possible by Section 3657 of the Puerto Rico General Corporations Act (“PRGCA”). Section 3657 of the PRGCA provides that any action required to be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing setting forth the actions to be taken is signed by the holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote thereon were present and voted. The aggregate voting power held by Red Cat and the other stockholders who executed the Majority Consent represents approximately 51.4% of our voting power and was sufficient to approve the Nevada Reincorporation. Our Board of Directors (the “Board”) will not solicit any proxies or consents from any other stockholders in connection with this action. This Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) to our stockholders of record on the Record Date. This Information Statement is being mailed on or about March 26, 2024 to stockholders of record on the Record Date who did not execute the Majority Stockholder Consent. This Information Statement also constitute