XTI Aerospace Acquires Drone Nerds and Secures 25 Million Investment

XTI Aerospace Acquires Drone Nerds, Secures $25 Million in Strategic Move

In a significant maneuver set to reshape the vertical flight and unmanned aircraft systems (UAS) landscape, XTI Aerospace, Inc. (NASDAQ: XTIA) has officially announced its acquisition of Drone Nerds, LLC. The deal, which closed on November 10, 2025, brings one of the largest Drones distributors in the United States under the umbrella of the company developing the innovative TriFan 600 vertical takeoff and landing (VTOL) aircraft. This Acquisitions is a cornerstone of XTI’s broader Strategy to build a comprehensive presence in what it terms the “Vertical Economy™.”

The strategic importance of this acquisition was immediately underscored by a subsequent major financial transaction. Concurrent with the deal, XTI Aerospace secured a $25 million private placement Investments from Unusual Machines, Inc. (NYSE American: UMAC), a Manufacturers and seller of drone components. This trifecta of events, an acquisition of a profitable market leader, a substantial capital injection, and a strategic alliance, positions XTI Aerospace not just as a developer of future-forward aircraft but as a formidable, multi-faceted player in the rapidly expanding U.S. drone industry.

These moves signal a clear intent to blend long-term, high-tech development with immediate market penetration and revenue generation. By integrating Drone Nerds’ established distribution network and service expertise, XTI diversifies its portfolio and creates a powerful synergy between next-generation aircraft development and the current, thriving drone market. The capital from Unusual Machines provides the fuel necessary to advance these parallel objectives, marking a pivotal moment for the company and the industry sectors it aims to lead.

Dissecting the Deals: A Two-Pronged Strategy

The recent announcements from XTI Aerospace represent a carefully orchestrated, two-pronged approach to solidifying its market position. The first prong is the strategic acquisition of a revenue-generating powerhouse, while the second is a significant capital investment to fund future growth. Together, these actions provide both immediate market credibility and the long-term financial stability needed to pursue ambitious technological goals. We will break down the specifics of each transaction to understand their full impact.

The Drone Nerds Acquisition: A Closer Look

The acquisition of Drone Nerds was valued at approximately $40 million, a figure that reflects the distributor’s robust financial health and market leadership. The deal was not a simple cash transaction but was structured with a mix of payment forms. The purchase price consisted of $20 million in cash, $11.9 million in promissory notes (which includes working capital adjustments), and $9.7 million in equity consideration. This balanced structure allows XTI to leverage its capital efficiently while aligning the interests of Drone Nerds’ former owners with the future success of the combined entity.

The equity component is particularly noteworthy. It was granted as units of the Drone Nerds subsidiary, which can be exchanged for 6,524,576 shares of XTI common stock after May 1, 2026. This figure represents 19.9% of XTI’s common shares outstanding before the acquisition, indicating a substantial stake and a long-term partnership. It is important to note that no XTI common stock has been issued yet, as this part of the deal is contingent upon shareholder approval, a standard procedural step in transactions of this scale.

Acquiring Drone Nerds provides XTI with more than just a new business unit; it provides an established and highly successful commercial operation. Drone Nerds has a ten-year track record of profitability, generating over $100 million in revenue in 2024 and more than $55 million in just the first half of 2025. This immediate and substantial revenue stream offers a stabilizing counterbalance to the capital-intensive, long-term development of the TriFan 600 aircraft.

“The acquisition of Drone Nerds is a foundational step as we advance our strategy to build the most comprehensive portfolio of vertical flight and UAS capabilities in the industry.” – Scott Pomeroy, CEO of XTI Aerospace.

The $25 Million Investment from Unusual Machines

Immediately following the acquisition, XTI Aerospace closed a $25 million private placement with Unusual Machines, Inc. This investment demonstrates strong market confidence in XTI’s newly expanded strategy. Unusual Machines, known for manufacturing drone components and boasting a strong balance sheet, is not just a passive investor but a strategic partner with deep industry connections and expertise.

The investment was structured through the purchase of 25,000 shares of a newly designated Series 10 Convertible Preferred Stock, priced at $1,000 per share. This preferred stock is convertible into XTI’s common stock at a conversion price of $1.492 per share. This mechanism allows the investor to transition their stake into common equity as the company grows, aligning their success directly with that of other shareholders.

However, similar to the equity portion of the acquisition, this conversion is subject to shareholder approval as required by Nasdaq Listing Rule 5635. XTI has stated its intention to begin the proxy process to obtain this approval before the end of the year. This step is critical for fully realizing the investment’s structure and will be a key milestone for the company in the coming months. The transaction was facilitated by ThinkEquity, which served as the exclusive M&A advisor to XTI for the acquisition and as the placement agent for the investment.

A New Powerhouse in the Vertical Economy

The combination of XTI’s futuristic vision, Drone Nerds’ market dominance, and Unusual Machines’ strategic investment creates a vertically integrated entity poised for significant influence. XTI Aerospace, based near Denver, Colorado, has long been focused on developing its flagship TriFan 600, a VTOL aircraft designed to revolutionize both commercial and defense aviation. This acquisition allows the company to ground its ambitious, long-range goals in the tangible, profitable reality of the current drone market.

Jeremy Schneiderman, CEO of Drone Nerds, highlighted the strategic alignment of the deal with national priorities, stating, “We are excited to support their innovative approach to advancing U.S. drone leadership consistent with the June 6, 2025, White House Executive Order on domestic drone development.” He further noted that Drone Nerds “brings deep technical expertise, broad industry reach, and strong alignment with XTI’s advanced aviation vision.” This sentiment underscores that the merger is seen as a synergistic Partnerships rather than a simple corporate takeover.

By joining forces, the companies create a powerful ecosystem. XTI provides the forward-thinking engineering and vision for the future of flight. Drone Nerds offers an extensive distribution channel, a loyal customer base, and deep-seated expertise in drone services and applications. Unusual Machines adds financial backing and a critical role in the supply chain for drone components. This integration allows the new, larger entity to capture value at multiple points in the industry, from manufacturing and development to distribution and service.

Concluding Section

In summary, XTI Aerospace has executed a transformative series of strategic moves. The acquisition of the highly profitable Drone Nerds provides an immediate, robust revenue stream and a commanding presence in the U.S. drone distribution market. This move brilliantly complements XTI’s ongoing development of the TriFan 600 VTOL aircraft, diversifying the company’s operations and mitigating the risks associated with long-term R&D projects. The deal is not just about growth but about building a resilient, multi-faceted business.

The concurrent $25 million investment from Unusual Machines serves as a powerful endorsement of this new strategy, providing the necessary capital to fuel both existing operations and future innovation. As XTI moves forward, its next major hurdle will be securing shareholder approval for the stock issuances tied to these deals. If approved, XTI Aerospace will be firmly positioned as a leader in the emerging Vertical Economy, with a unique portfolio that spans from current market-leading drone distribution to the next generation of vertical flight technology.

FAQ

Question: What was the total value of the Drone Nerds acquisition?
Answer: The acquisition was valued at approximately $40 million, structured with a combination of $20 million in cash, $11.9 million in promissory notes, and $9.7 million in equity consideration.

Question: Who invested in XTI Aerospace after the acquisition?
Answer: Unusual Machines, Inc. (NYSE American: UMAC) made a strategic investment of $25 million in XTI Aerospace through a private placement.

Question: What is XTI Aerospace’s main development project?
Answer: XTI Aerospace’s flagship project is the TriFan 600, a next-generation vertical takeoff and landing (VTOL) aircraft designed for both commercial and defense applications.

Question: Are all parts of the deal finalized?
Answer: While the acquisition of Drone Nerds closed on November 10, 2025, the issuance of XTI common stock related to both the acquisition’s equity portion and the conversion of the preferred stock from the investment is pending shareholder approval.

Sources

XTI Aerospace