SecProbe.io

CORRESP
1
filename1.htm

Unusual Machines, Inc.

151 Calle De San Francisco

Ste. 200 PMB 2106

San Juan, Puerto Rico 00901-1607

August 7, 2023

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.W.

Washington, DC 20549

  Attention:
  Kevin Woody, Accounting Branch Chief

Andi Carpenter, Staff Accountant

  Re:
  Unusual Machines, Inc.

Amendment No. 3 to Registration Statement
on Form S-1

Filed June 14, 2023

File No. 333-270519

Ladies and Gentlemen:

This letter is submitted by Unusual Machines,
Inc. (“Unusual” or the “Company”) in response to the comments made by the Staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on June 28, 2023 (the “Comment
Letter”) with respect to Amendment No. 4 to the Registration Statement on Form S-1, which is being submitted simultaneously with
this response letter.

As the Staff will note, there
are some key changes to the Prospectus, including an increase in the size of the proposed public offering from $5 million to $7.5 million,
finalization of an amendment to the Purchase Agreement with Red Cat Holdings, Inc. which the prior amendment envisioned occurring, inclusion
of new financial statements including audits of each target, and amendment of the Company’s charter which was needed to effectuate
the reverse stock split. Other changes to the Company’s business and certain other disclosure has been updated as necessary.

Amendment No. 3 to Registration Statement on Form S-1 filed June
14, 2023

Summary of the Offering, page 6

 1. We note from page F-12, the total outstanding common stock as of March 31, 2023,
was 3,467,255 shares. In note (1), you assume 3,217,255 of common stock is currently outstanding. Please revise to reflect the correct
shares or disclose to reconcile the difference between 3,467,250 shares and 3,217,255 shares. This comment applies to the capitalization
table on page 36 and disclosure on page 40.

Response:

The Company notes that the pro forma total outstanding
common stock is 3,217,255 which reflects the approved 1-for-2 reverse split. In addition, the Company has updated their interim financial
statements as of June 30, 2023 and for the six months ending June 30, 2023 which reflects 3,217,255 common shares.

 2. Also in this regard, please revise the number of shares to reflect the 1-for-2 reverse split in note (2).

Response:

The Company notes that note (2) has been updated
and reflects the formal implementation of the 1-for-2 reverse split as requested by the Staff.

Division of Corporation Finance

United States Securities and Exchange Commission

August 7, 2023

Page 2 of 3

Index to Financial Statements, page F-1

 3. Please update the audited financial statements of Fat Shark Holdings, Ltd and Rotor
Riot, LLC, in accordance with Rule 8-08 of Regulation S-X.

Response:

The Company has updated the audited financial
statements of Fat Shark Holdings, Ltd and Rotor Riot, LLC, in accordance with Rule 8-08 of Regulation S-X and the related disclosure in
the prospectus.

Unaudited Pro Forma Condensed Combined Financial
Statements, page F-2

 4. We note from page F-38 that on April 13, 2023, Red Cat entered into an Amended and Restated Amendment
to the SPA (the “Amended and Restated Amendment”). The Amended and Restated Amendment contains provisions identical to those
in the Amendment signed March 31, 2023, with the additional provision that the required minimum amount of Unusual Machine’s initial
public offering has been reduced from $15 million to $10 million. Please explain to us and disclose why you believe that your current
offering of $5 million is appropriate for the proposed business combination with Fat Shark and Rotor Riot.

Response:

As reflected on page 1 of this response letter,
the managing underwriter agreed to increase the gross proceeds of the proposed offering to $7.5 million. Previous to the managing underwriter
agreeing to increase the offering, on July 10, 2023, the Company entered into the second amendment to the Purchase Agreement (the “Second
Amendment), that among other things, amended Section 8.01 of the Purchase Agreement to reflect a minimum offering of $5.0 million instead
of $10.0 million. The Second Amendment was filed as an Exhibit to the Registration Statement and was also filed by Red Cat on a Form 8-K
on July 14, 2023. The increase in the proposed offering does not need any further agreement from Red Cat.

Unusual Machines, Inc.

Note 5 Common Stock, page F-25

 5. Please revise the number of shares in Note 5 to reflect the 1-for-2 reverse stock split. This comment
also applies to Note 5 on page F-15.

Response:

The Company notes that the number of shares in
Note 5 on page F-16 and in Note 5 on page F-25 each reflect the 1-for-2 reverse split.

Exhibit 23.1, page II-3

 6. Please have your auditor revise the consent to reflect the date of the audit report relating to the financial
statements of Unusual Machines, Inc. to be consistent with the dates on page F-18.

Response:

The Company’s auditor has revised its consent
as requested by the Staff.

Division of Corporation Finance

United States Securities and Exchange Commission

August 7, 2023

Page 3  of 3

Exhibits

 7. Please file as an exhibit the agreement that contains provisions about the required
minimum amount of the offering. In this regard, we note your disclosure on page 36 and elsewhere about gross proceeds of $5 million from
this offering and the disclosure on page F-38 about the Amended and Restated Amendment contained provisions that the required minimum
amount of the offering was reduced from $15 million to $10 million.

Response:

The increase in the proposed offering has been
disclosed in numerous places throughout the Prospectus.

General

 8. Please ensure that you update the disclosure throughout your filing to the extent
appropriate. For example, we note the disclosure on page 60 of this amendment that "we anticipate to have a cash balance of approximately
$3.2 million at the time of closing of this Offering" and that "we expect we will have sufficient working capital to support
our operations for at least 12 months following the closing of this Offering." However, you disclosed on page 59 of the prior amendment
that "we anticipate to have a cash balance of approximately $8.0 million at the time of closing of this Offering" and that "we
expect we will have sufficient working capital to support our operations for at least 12 months following the closing of this Offering."
As another example, we note the disclosure about an amount owed to a related party as of January 31, 2023 mentioned in the last paragraph
on page 69 of this amendment.

Response:

As disclosed on page 1 of this response letter,
the Company has updated the disclosure throughout the filing based on anticipated cash balances at the time of closing of this Offering
which we expect to be sufficient working capital to support our operations for at least 12 months following the closing of the Offering.
In addition, the amount owed to a related party is not required to be spent within a certain period of time and is based on current inventory
levels related to Fat Shark. The Company does not anticipate paying this amount to the related party within 12 months following the closing
of the Offering.

We trust the foregoing sufficiently
responds to the Staff's comments.

Should the Staff have any
additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss these comments or
questions with the staff prior to the distribution of another comment letter. Please direct any questions concerning the legal aspects
of this response letter to Michael D. Harris, of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s legal counsel, at
561-644-2222, mharris@nasonyeager.com or the accounting aspects to the Company’s Chief
Financial Officer, Mr. Brian Hoff, at 720-383-8983, Brian@unusualmachines.com.

Sincerely,

/s/ Brandon Torres Declet

Brandon Torres Declet

Chief Executive Officer

 cc: Michael D. Harris, Esq.

Edward H. Schauder, Esq.