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United States securities and exchange commission logo





                             January 12, 2023

       Brandon Torres Declet
       Chief Executive Officer
       Unusual Machines, Inc.
       151 Calle De San Francisco
       Ste 200 PMB 2106
       San Juan, Puerto Rico 00901-1607

                                                        Re: Unusual Machines,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
14, 2022
                                                            CIK No. 0001956955

       Dear Brandon Torres Declet:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted December 14, 2022

       General

   1.                                                   Please explain why Fat
Shark Holdings, Ltd. and Rotor Riot LLC are not identified as co-
                                                        issuers on the
registration statement. Refer to Securities Act Rule 140.
   2.                                                   If your operations have
experienced or are experiencing inflationary pressures or rising
                                                        costs, please expand to
identify the principal factors contributing to the inflationary
                                                        pressures the company
has experienced and clarify the resulting impact to the company.
                                                        Please also revise to
identify actions planned or taken, if any, to mitigate inflationary
                                                        pressures.
 Brandon Torres Declet
FirstName  LastNameBrandon Torres Declet
Unusual Machines, Inc.
Comapany
January 12,NameUnusual
            2023       Machines, Inc.
January
Page 2 12, 2023 Page 2
FirstName LastName
3.       Please disclose whether and how your business segments, products,
lines of service,
         projects, or operations are materially impacted by supply chain
disruptions, especially in
         light of Russia   s invasion of Ukraine. For example, discuss whether
you have or expect to:
             suspend the production, purchase, sale or maintenance of certain
items;
             experience higher costs due to constrained capacity or increased
commodity prices or
         challenges sourcing materials (e.g., nickel, palladium, neon, cobalt,
iron, platinum or other
         raw material sourced from Russia, Belarus, or Ukraine);
             experience surges or declines in consumer demand for which you are
unable to
         adequately adjust your supply;
             be unable to supply products at competitive prices or at all due
to export restrictions,
         sanctions, tariffs, trade barriers, or political or trade tensions
among countries or the
         ongoing invasion; or
             be exposed to supply chain risk in light of Russia   s invasion of
Ukraine and/or related
         geopolitical tension or have sought, made or announced plans to
de-globalize    your
         supply chain.
         Explain whether and how you have undertaken efforts to mitigate the
impact and where
         possible quantify the impact to your business.
Cover Page

4.       We note that you are attempting to register the resale on behalf of
the selling stockholder
         of 625,000 shares of common stock issuable upon conversion of a Senior
Note. Please be
         advised that we believe it is premature to register for resale shares
of your common stock
         issuable upon conversion of the Senior Note that is not yet
outstanding. Accordingly,
         please amend your registration statement to remove from registration
the resale of any
         shares of common stock that are issuable upon conversion of the Senior
Note that is not
         yet outstanding. Alternatively, provide us with your analysis as to
why it is appropriate to
         register the resale of common stock issuable upon conversion of the
Senior Note that is
         not yet outstanding.
5.       Please disclose the percentage of shares of common stock of the
registrant that Mr.
         Thompson will own after the offering.
6.       We note the disclosure on the cover page that the conversion price of
the Senior Note is
         the lower of $4.00 and the per-share offering price in this offering
and the disclosure on
         page 40 that the Senior Note and Series A Convertible Preferred Stock
  will include anti-
         dilution protection in the case of issuances by us at a price lower
than the then applicable
         conversion price for so long as the Senior Note or Series A remains
outstanding under
         which the conversion price will be reduced to such lower price as the
Company shall issue
         or agree to issue any of its securities.    Please ensure that you
disclose in the appropriate
         sections, such as the Risk Factors and the Description of Securities
sections, the number
         of shares issuable upon conversion of the Senior Note and the Series A
based on a
         reasonable range of prices.
7.       Disclose whether your offering is contingent upon on final approval of
your NASDAQ
         listing on your cover page. Please ensure the disclosure is consistent
with your
 Brandon Torres Declet
FirstName  LastNameBrandon Torres Declet
Unusual Machines, Inc.
Comapany
January 12,NameUnusual
            2023       Machines, Inc.
January
Page 3 12, 2023 Page 3
FirstName LastName
         underwriting agreement.
8.       To the extent you intend to proceed with your offering if your NASDAQ
listing is denied,
         revise your cover page to indicate that the offering is not contingent
on NASDAQ
         approval of your listing application and that if the shares are not
approved for listing, you
         may experience difficulty selling your shares. Include risk factor
disclosures to address the
         impact on liquidity and the value of shares.
Cautionary Statement Regarding Forward-Looking Statements, page 1

9.       We note the reference to the Private Securities Litigation Reform Act
of 1995. Please
         remove the reference since it does not apply to initial public
offerings.
Industry and Market Data, page 1

10.      Please tell us whether you commissioned any of the data used in your
registration
         statement.
Prospectus Summary, page 2

11.      Please revise the summary to highlight the disclosure on page 53 that
the reports from
         your independent registered public accounting firm contain an
explanatory paragraph
         regarding your ability to continue as a going concern. Also, expand
the Risk Factors
         Summary section beginning on page 4 and the Risk Factors section
beginning on page 8 to
         highlight the report contains an explanatory paragraph regarding your
ability to continue
         as a going concern.
Risk Factors, page 8

12.      We note the disclosure in the last column on page F-3 of the amount of
goodwill and
         intangibles compared to total assets as of April 30, 2022. Please
include a risk factor to
         highlight the risks related to goodwill and intangible assets, such as
writedowns.
13.      We note recent instances of extreme stock price run-ups followed by
rapid price declines
         and stock price volatility seemingly unrelated to company performance
following a
         number of recent initial public offerings, particularly among
companies with relatively
         smaller public floats. Revise to include a separate risk factor
addressing the potential for
         rapid and substantial price volatility and any known factors
particular to your offering that
         may add to this risk and discuss the risks to investors when investing
in stock where the
         price is changing rapidly. Clearly state that such volatility,
including any stock-run up,
         may be unrelated to your actual or expected operating performance and
financial
         condition or prospects, making it difficult for prospective investors
to assess the rapidly
         changing value of your stock.
Rising threats of international tariffs, page 26

14.      We note your disclosure in this risk factor that you are heavily
dependent on Chinese
 Brandon Torres Declet
FirstName  LastNameBrandon Torres Declet
Unusual Machines, Inc.
Comapany
January 12,NameUnusual
            2023       Machines, Inc.
January
Page 4 12, 2023 Page 4
FirstName LastName
         imports for your products and operations, such as "a substantial
majority of Rotor Riot   s
         products are manufactured, directly and indirectly, using Chinese
vendors" and "Fat
         Shark   s principal contract manufacturer is located in China." Please
revise your
         disclosure throughout the filing to address, to the extent applicable,
the comments set forth
         in the sample letter to China-based companies available on our
website.
We and our investors face the implications of our status, page 32

15.      Please disclose whether your company elected not to use the extended
transition period for
         complying with any new or revised financial accounting standards
provided pursuant to
         Section 13(a) of the Exchange Act.
Use of Proceeds, page 34

16.      We note the disclosure in this section that you intend to use proceeds
for working capital
         and general corporate purposes. If you intend to use proceeds for
related parties, then
         please identify the related party and the amount owed to the related
party. For example,
         we note the disclosure in the last sentence on page 65 that "Since
January 1, 2020, Fat
         Shark has paid or accrued a total of $12,261,440 in purchase orders"
to a related party.
Determination of Offering Price, page 37

17.      Please revise the disclosure in this section to clearly describe the
specific factors
         considered in determining the offering price.
Suppliers, page 45

18.      Please revise the disclosure in this section to clarify whether you
have written agreement
         Shenzhen Fat Shark Technology Ltd. and disclose, if applicable, the
material terms of the
         agreement. In addition, file the agreement as an exhibit.
Management's Discussion and Analysis, page 51

19.      Please revise to discuss the financial conditions and results of
operations of Unusual
         Machines, Inc., Fat Shark Holdings Ltd and Rotor Riot LLC separately
for the periods
         covered in this registration statement based on the guidance in Item
303 of Regulation S-
         K.
Management and Board of Directors, page 55

20.      Please revise to briefly discuss the specific experience,
qualifications, attributes or skills
         that lead to the conclusion that the person should serve as a director
for the company. For
         guidance, see Item 401(e)(1) of Regulation S-K.
Executive and Director Compensation, page 61

21.      Please update your executive compensation disclosure to reflect the
most recently
         completed fiscal year.
 Brandon Torres Declet
FirstName  LastNameBrandon Torres Declet
Unusual Machines, Inc.
Comapany
January 12,NameUnusual
            2023       Machines, Inc.
January
Page 5 12, 2023 Page 5
FirstName LastName
Related Party Transactions, page 65

22.      Please disclose the principle followed in determining the amount at
which the assets of
         Red Cat were acquired by the registrant disclose the identity of the
persons making the
         determination and their relationship with the registrant. Also, state
the cost to Red Cat to
         acquire the assets.
23.      Please expand the disclosure in the third paragraph of this section to
disclose the amount
         currently owed to the related party.
Principal Stockholders, page 66

24.      Please tell us why you refer in the third paragraph of this section to
"if the Primary
         Offering is fully subscribed" given the disclosure on the cover page
and elsewhere to a
         primary offering "on a firm commitment basis."
25.      Please expand this section or another appropriate section to describe
the material
         transactions which have resulted in Mr. Thompson owning approximately
33% of your
         common stock.
26.      Please ensure that the beneficial ownership in this table matches the
disclosure of
         beneficial ownership in the Selling Stockholder table. In this regard,
we note that the
         beneficial ownership on page 66 of Mr. Thompson and on page 74 of Red
Cat Holdings
         do not match.
Underwriting, page 69

27.      Please file as exhibits the lock-up agreements mentioned on page 71.
The Selling Stockholder, page 74

28.      We note the reference to    (1)(2)(3)    in the second column of the
table on page 74.
         However, there do not appear to be any footnotes to the table. Please
advise or revise
         accordingly.
Where you can find more information, page 78

29.      Please clarify the disclosure in the first and last sentences of the
second paragraph in this
         section. For example, the reference to "We are subject to the
informational requirements
         of the Exchange Act and file annual, quarterly and current reports,
proxy statements and
         other information with the SEC" is unclear. Also, tell us whether and
when you plan to
         register a class of your securities under the Exchange Act. If you do
not intend to register
         a class of securities, please include a risk factor in the Risk
Factors section:

             to disclose the risks related to termination of periodic
disclosure due to the automatic
         reporting suspension under Section 15(d) of the Exchange Act; and
             explain the effect of the inapplicability of the proxy rules and
Section 16 of the
         Exchange Act.
 Brandon Torres Declet
FirstName  LastNameBrandon Torres Declet
Unusual Machines, Inc.
Comapany
January 12,NameUnusual
            2023       Machines, Inc.
January
Page 6 12, 2023 Page 6
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Statements, page F-2

30.      Please note that the registrant's most recent audited financial
statements period is
         December 31, 2021, and the most recent interim period is September 30,
2022, in this
         registration statement. Please revise to present the periods of the
Unaudited Pro Forma
         Condensed Combined Financial Statements under Rule 11-01(a) of
Regulation S-X.
         Furthermore, revise to present the financial statements of the two
acquired companies to
         conform to the registrant's reporting periods. In a separate footnote,
disclose the financial
         statements as of October 31, 2022 of the two acquired companies by
subtracting the
         information for October 2022 and adding the information between
January 1 and April 30,
         2022.
31.      Please provide management's basis for their accounting for the Share
Purchase
         Agreement. Please ensure the analysis addresses the common ownership
between the
         entities involved.
Notes to Unaudited ProForma Condensed Combined Financial Statements
Note 5 - Related Party Transactions, page F-9

32.      Please tell us why management believes it is appropriate to present
the revenue and costs
         of goods sold between the combined entities on a gross basis and not
eliminated through
         the pro forma adjustments.
Notes to Financial Statements
Common Stock, page F-16

33.      We note that your company issued 632,500 shares of common stock for
the proceeds of
         $549,900 for the nine-month period that ended September 30, 2022,
which equals $0.86
         per share. Please tell us the estimated Initial Public Offering price
range. To the extent
         there is a significant difference between your company   s common
stock issuance prices
         during the past twelve months and the estimated Initial Public
Offering price. Please
         discuss each significant factor contributing to the difference for us.
Report of Independent Registered Public Accounting Firm, page F-24

34.      Please have your auditor revise the Going Concern paragraph to comply
with PCAOB AS
         2415.13, if true. This comment applies to the report for Rotor Riot,
LLC, shown on page
         F-35.
Recent Sales of Unregistered Securities, page II-2

35.      Please update the information in this section. For example, we note
the information in this
         section only refers to transactions in 2021. However, you refer on
page F-12 to the
         issuance of 632,500 shares of common stock during the nine months
ended September 30,
         2022.
 Brandon Torres Declet
Unusual Machines, Inc.
January 12, 2023
Page 7
Exhibits

36.   Please tell us why you have included the "++" at the bottom of page II-3.
        You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or
Kevin Woody,
Accounting Branch Chief, at 202-551-3629 if you have questions regarding
comments on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other
questions.



                                                           Sincerely,
FirstName LastNameBrandon Torres Declet
                                                           Division of
Corporation Finance
Comapany NameUnusual Machines, Inc.
                                                           Office of
Manufacturing
January 12, 2023 Page 7
cc:       Michael D. Harris, Esq.
FirstName LastName
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