SecProbe.io

CORRESP
 1
 filename1.htm

 April 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 RE: Unusual
Machines, Inc.

 Registration Statement on Form S-3

 Registration No. 333-286413

 Ladies and Gentleman,

 Pursuant to Rule 461 under
the Securities Act of 1933 (the "Securities Act"), Unusual Machines, Inc. (the "Registrant") hereby requests that
the effective date for the above-referenced registration statement (the "Registration Statement") be accelerated so that it
will become effective at 4:30 p.m. (Eastern Time) on April 21, 2025, or as soon as practicable thereafter. In making this acceleration
request, the Registrant acknowledges that it is aware of its responsibilities under the Securities Act.

 It would be appreciated if,
as soon as the Registration Statement is declared effective, you would so inform our counsel, Nason, Yeager, Gerson, Harris & Fumero,
P.A. by calling Michael D. Harris, Esq. at (561) 644-2222. We appreciate your assistance in this matter.

 Very truly yours,

 Unusual Machines, Inc.

 By:
 /s/ Allan Evans

 Name: Dr. Allan Evans

 Title: Chief Executive Officer

CORRESP
 1
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 April 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 RE:
 Unusual Machines, Inc.

 Registration Statement on Form S-3

 Registration No. 333-286413

 Ladies and Gentleman,

 Pursuant to Rule 461 under
the Securities Act of 1933 (the "Securities Act"), Unusual Machines, Inc. (the "Registrant") hereby requests that
the effective date for the above-referenced registration statement (the "Registration Statement") be accelerated so that it
will become effective at 8:30 p.m. (Eastern Time) on April 21, 2025, or as soon as practicable thereafter. In making this acceleration
request, the Registrant acknowledges that it is aware of its responsibilities under the Securities Act.

 It would be appreciated if,
as soon as the Registration Statement is declared effective, you would so inform our counsel, Nason, Yeager, Gerson, Harris & Fumero,
P.A. by calling Michael D. Harris, Esq. at (561) 644-2222. We appreciate your assistance in this matter.

 Very truly yours,

 Unusual Machines, Inc.

 By:
 /s/ Allan Evans

 Name: Dr. Allan Evans

 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Brian Hoff
Chief Financial Officer
Unusual Machines, Inc.
4677 L B McLeod Rd
Suite J
Orlando, FL 32811

 Re: Unusual Machines, Inc.
 Registration Statement on Form S-3
 Filed April 7, 2025
 File No. 333-286413
Dear Brian Hoff:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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December 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

  RE:
  Unusual Machines, Inc.

  Registration Statement on Form S-1

  Registration No. 333-283494

Ladies and Gentleman,

Pursuant to Rule 461 under
the Securities Act of 1933 (the “Securities Act”), Unusual Machines, Inc. (the “Registrant”) hereby requests that
the effective date for the above-referenced registration statement (the “Registration Statement”) be accelerated so that it
will become effective at 9:00 a.m. (Eastern Time) on December 17, 2024, or as soon as practicable thereafter. In making this acceleration
request, the Registrant acknowledges that it is aware of its responsibilities under the Securities Act.

It would be appreciated if,
as soon as the Registration Statement is declared effective, you would so inform our counsel, Nason, Yeager, Gerson, Harris & Fumero,
P.A. by calling Michael D. Harris, Esq. at (561) 644-2222. We appreciate your assistance in this matter.

    Very truly yours,

    Unusual Machines, Inc.

    By:
    /s/ Allan Evans

    Name: Dr. Allan Evans

    Title: Chief Executive Officer

December 2, 2024
Allan Evans
Chief Executive Officer
Unusual Machines, Inc.
4677 L B McLeod Rd
Suite J
Orlando, FL 32811
Re:Unusual Machines, Inc.
Registration Statement on Form S-1
Filed on November 27, 2024
File No. 333-283494
Dear Allan Evans:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Edward Schauder

CORRESP
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October 23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

RE: Unusual Machines, Inc.

  Registration Statement on Form S-1

  Registration No. 333-282035

Ladies and Gentleman,

Pursuant to Rule 461 under
the Securities Act of 1933 (the “Securities Act”), Unusual Machines, Inc. (the “Registrant”) hereby requests that
the effective date for the above-referenced registration statement (the “Registration Statement”) be accelerated so that it
will become effective at 4:30 p.m. (Eastern Time) on October 24, 2024, or as soon as practicable thereafter. In making this acceleration
request, the Registrant acknowledges that it is aware of its responsibilities under the Securities Act.

It would be appreciated if,
as soon as the Registration Statement is declared effective, you would so inform our counsel, Nason, Yeager, Gerson, Harris & Fumero,
P.A. by calling Michael D. Harris, Esq. at (561) 644-2222. We appreciate your assistance in this matter.

    Very truly yours,

    Unusual Machines, Inc.

    By:
    /s/ Allan Evans

    Name: Dr. Allan Evans

    Title: Chief Executive Officer

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October 11, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

  Attention:
  Eranga Dias

  Evan Ewing

  Re:
  Unusual Machines, Inc.

  Registration Statement on Form S-1

Filed September 11, 2024

File No. 333-282035

Ladies and Gentlemen:

This letter is submitted on behalf of Unusual Machines,
Inc. (the “Company”), in response to the comment letter dated October 7, 2024, issued by the Staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s
Registration Statement on Form S-1 filed September 11, 2024. We have filed Amendment No.1 to the Registration Statement on Form S-1 (the
“Amendment”) with the Commission today.

Our response has been numbered to be consistent
with the Comment on the Comment Letter.

Registration Statement on Form S-1 Filed September 11, 2024

General

 1. Please revise the registration statement to provide a detailed description of each of the transactions in which the selling stockholders
obtained the securities being registered in this registration statement. Please also ensure that the terms of each security are clearly
disclosed in the registration statement.

 Response: The disclosure requested by the Staff has been added to page 38 of the Prospectus.

Plan of Distribution, page 38

 2. We note your disclosure on page 38 that your selling securityholders may sell their securities through
purchases by a broker-dealer as principal and resale by the broker-dealer for its account. Please confirm your understanding that this
would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.

 Response: We note the Staff’s comment, and in response thereto, have revised the disclosure on page 41 of the Amendment to cover
                                                                          underwritten offerings in the Plan of Distribution, and confirm the Company’s understanding that the retention by a selling
                                                                          stockholder of a broker-dealer acting as a principal would constitute a material change to the plan of distribution requiring a
                                                                          post-effective amendment.

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 this response letter to Michael D. Harris,
Esq., of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.

Sincerely,

NASON YEAGER GERSON HARRIS & FUMERO, P.A.

By: /s/ Nason, Yeager, Gerson, Harris &
Fumero, P.A.

Cc:

SEACOAST BANK BUILDING

3001 PGA Boulevard
| Suite 305 | Palm Beach Gardens, Florida 33410

Telephone (561) 686-3307
| www.nasonyeager.com

PALM BEACH GARDENS
• BOCA RATON• FT. LAUDERDALE

October 7, 2024
Allan Evans
Chief Executive Officer
Unusual Machines, Inc.
4677 L B McLeod Rd
Suite J
Orlando, FL 32811
Re:Unusual Machines, Inc.
Registration Statement on Form S-1
Filed September 11, 2024
File No. 333-282035
Dear Allan Evans:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 Filed September 11, 2024
General
1.Please revise the registration statement to provide a detailed description of each of the
transactions in which the selling stockholders obtained the securities being registered
in this registration statement. Please also ensure that the terms of each security are
clearly disclosed in the registration statement.

October 7, 2024
Page 2
Plan of Distribution, page 38
2.We note your disclosure on page 38 that your selling securityholders may sell their
securities through purchases by a broker-dealer as principal and resale by the broker-
dealer for its account. Please confirm your understanding that this would constitute a
material change to your plan of distribution requiring a post-effective amendment.
Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eranga Dias at 202-551-8107 or Evan Ewing at 202-551-5920 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Unusual Machines, Inc.

4677 L B McLeod Rd., Suite J

Orlando, FL 32811

April 16, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick Fullem

 Re: Unusual Machines, Inc.

    Registration Statement on Form S-1

    File No. 333-278601

Dear Mr. Fullem:

In accordance with Rule 461
promulgated pursuant to the Securities Act of 1933, Unusual Machines, Inc. is hereby requesting that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it will become effective at 9:30 am, Eastern Time on April 19, 2024,
or as soon thereafter as may be practicable.

If you have any questions
regarding this request, please contact Michael Harris, our legal counsel at (561) 644-2222.

Sincerely,

/s/ Allan Evans

Allan Evans

Chief Executive Officer

cc:

Michael D. Harris, Esq.

Edward H. Schauder, Esq.

United States securities and exchange commission logo
April 12, 2024
Allan Evans
Chief Executive Officer
Unusual Machines, Inc.
4677 L B McLeod Rd., Suite J
Orlando, FL 32811
Re:Unusual Machines, Inc.
Registration Statement on Form S-1
Filed April 10, 2024
File No. 333-278601
Dear Allan Evans:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael D. Harris, Esq.

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DOMINARI SECURITIES LLC

725 Fifth Avenue, 23rd Floor

New York, NY 10022

February 13, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Thomas Jones, Esq.

    Re:
    Unusual Machines, Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-270519

Dear Mr. Jones:

In accordance with Rule 461 under the Securities Act of 1933, as amended
(the "Act"), and as representatives of the several underwriters of the Company's proposed public offering, we wish to
advise you that we hereby join with the Company's request that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:00 p.m., Eastern Time, on February 13, 2024, or as soon thereafter as is practicable.

Pursuant to Rule 460 under the Securities Act, we, as representatives
of the several underwriters, wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

We, the undersigned, have complied and will continue to comply, and
we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Sincerely,

  /s/ Matthew B. McCullough

  Matthew B. McCullough

cc:

Ross Carmel, Esq.

Brian Margolis. Esq.

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Unusual Machines, Inc.

151 Calle De San Francisco

San Juan, Puerto Rico 00901-1607

February 13, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Thomas Jones, Esq.

    Re:
    Unusual Machines, Inc.

    Registration Statement on Form S-1

    File No. 333-270519

Dear Mr. Jones:

In accordance with Rule 461 promulgated pursuant
to the Securities Act of 1933, Unusual Machines, Inc. is hereby requesting that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that it will become effective at 4:00 pm, Eastern Time on February 13, 2024, or as soon
thereafter as may be practicable.

If you have any questions
regarding this request, please contact Michael Harris, our legal counsel at (561) 644-2222.

  Sincerely,

  /s/ Allan Evans

Allan Evans

  Chief Executive Officer

cc:

Michael D. Harris, Esq.

Edward H. Schauder, Esq.

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Dominari
Securities LLC

725 Fifth Avenue, 23rd Floor

New York, NY 10022

February 13, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Thomas Jones, Esq.

    Re:
    Unusual Machines, Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-270519

Dear Mr. Jones:

As
representatives of the several underwriters of the Company’s proposed public offering we hereby withdraw the acceleration request
dated February 8, 2024 that requested acceleration of effectiveness of the above-referenced registration statement for Tuesday, February
13, 2024 at 5:30pm.

If you have any questions
regarding this request, please contact Ross Carmel, our legal counsel at (516) 852-7705.

  Sincerely,

  /s/ Matthew B. McCullough

  Matthew B. McCullough

cc:

Ross Carmel, Esq.

Brian Margolis. Esq.

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Unusual Machines, Inc.

151 Calle De San Francisco

San Juan, Puerto Rico 00901-1607

February 13, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Thomas Jones, Esq.

    Re:
    Unusual Machines, Inc.

    Registration Statement on Form S-1

    File No. 333-270519

Dear Mr. Jones:

Unusual
Machines, Inc. is hereby withdrawing the acceleration request dated February 8, 2024.

If you have any questions
regarding this request, please contact Michael Harris, our legal counsel at (561) 644-2222.

  Sincerely,

  /s/ Allan Evans

Allan Evans

  Chief Executive Officer

cc:

Michael D. Harris, Esq.

Edward H. Schauder, Esq.

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Dominari
Securities LLC

725 Fifth Avenue, 23rd Floor

New York, NY 10022

February 8, 2024

VIA EDGAR

Thomas Jones

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Unusual Machines, Inc. (the "Company")

                                                                                Registration Statement on Form S-1

                                                                                File No. 333-270519

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended
(the "Act"), and as representatives of the several underwriters of the Company's proposed public offering, we wish to
advise you that we hereby join with the Company's request that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 5:30 p.m., Eastern Time, on February 13, 2024, or as soon thereafter as is practicable.

Pursuant to Rule 460 under the Securities Act, we, as representatives
of the several underwriters, wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

We, the undersigned, have complied and will continue to comply, and
we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

Dominari Securities, LLC

By: /s/ Matthew B. McCullough           

Name: Matthew B. McCullough

Title: Managing Director

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Unusual Machines, Inc.

151 Calle De San Francisco

San Juan, Puerto Rico 00901-1607

February 8, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Thomas Jones, Esq.

  Re:
  Unusual Machines, Inc.

Registration Statement on Form S-1

File No. 333-270519

Dear Mr. Jones:

In accordance with Rule 461
promulgated pursuant to the Securities Act of 1933, Unusual Machines, Inc. is hereby requesting that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it will become effective at 5:30 pm, Eastern Time on February 13, 2024,
or as soon thereafter as may be practicable.

If you have any questions
regarding this request, please contact Michael Harris, our legal counsel at (561) 644-2222.

Sincerely,

/s/ Allan Evans

Allan Evans

Chief Executive Officer

cc:

Michael D. Harris, Esq.

Edward H. Schauder, Esq.

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Unusual Machines, Inc.

151 Calle De San Francisco

Ste. 200 PMB 2106

San Juan, Puerto Rico 00901-1607

August 29,
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. 4 to Registration Statement
on Form S-1

    Filed August 7, 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 August 18, 2023 (the “Comment
Letter”) with respect to Amendment No. 5 to the Registration Statement on Form S-1 which is being submitted simultaneous with this
response letter. Where applicable, we have updated disclosure to give effect to changed events.

Amendment No. 4 to Registration
Statement on Form S-1 filed August 7, 2023

The Business Combination, page 2

 1. We note your new disclosure on page 2 about the second amendment to the share purchase agreement. Please
clarify whether all of the 3,400,000 shares to be issued to Red Cat will be subject to a lock-up agreement and disclose, if applicable,
the exceptions to the agreement. Also, revise the disclosure on page 79 to describe the "certain exceptions" to the lock-up
agreement mentioned in the third paragraph on page 79.

Response: We have revised the disclosure
on page 2 to clarify that all 3,400,000 shares of common stock to be issued to Red Cat will be subject to a lock-up agreement, and to
reference certain exceptions thereto.

Division of Corporation Finance

United States Securities and Exchange Commission

August 29, 2023

Page 2 of 3

We have also revised the disclosure concerning
the lock-up agreements on page 79 to describe the exceptions to the lock-up provisions.

Risk Factors Summary, page 3

 2. We note that you did not include the disclosure about the voting power of Red Cat Holdings and the Principal
Stockholder in this section and in the prospectus summary and the risk factors section of this amendment. Please revise your disclosure
in these sections to include the disclosure that appeared in your prior amendment about the voting power of other stockholders is limited
and the extent to which Red Cat may be able to control your business, elect your Board of Directors and otherwise control the company
which control may place their interests ahead of your stockholders’ interests.

Response: We have added the disclosure
back into the Prospectus at the cover page, pages 5 and 29 as requested to disclose the voting power to be held by Red Cat and Jeffrey
Thompson after completion of the Business Combination and the Offering. We have also added Red Cat to the Principal Stockholders table.

Risk Factors, page 8

 3. It appears that your exclusive jurisdiction provision in section 7 of exhibit 3.1 identifies the State
Courts located in the Commonwealth of Puerto Rico as the exclusive forum for certain litigation, including any “derivative action.”
Please disclose whether or not this provision applies to actions arising under either the Securities Act or Exchange Act. If so, please
also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims,
please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Also, expand the disclosure
in the Description of Securities section beginning on page 70 to discuss the exclusive forum provision.

Response: We have added a risk factor on
page 34 to include the requested disclosure and address the risks and uncertainties which may arise for investors seeking to bring certain
claims against or on behalf of the Company or its affiliates. The added disclosure explains that Section 7 of our Certificate of Incorporation
provides (i) that the internal affairs of the Company, including stockholder derivative actions but excluding claims under the Exchange
Act, shall be brought exclusively in commonwealth courts located in Puerto Rico, (ii) that unless the Company consents in writing to an
alternative forum, the federal district courts of the United States shall have exclusive jurisdiction over claims brought under the Securities
Act, and (iii) that the United States District Court for the District of Puerto Rico shall be the exclusive venue with respect to any
cause of action brought under the Securities Act or the Exchange Act. We have also added similar disclosure to page the Description of
Securities section on page 71 to discuss these provisions.

      2

Division of Corporation Finance

United States Securities and Exchange Commission

August 29, 2023

Page 3 of 3

Exhibits

 4. Please revise the reference in the first paragraph of the legal opinion filed as
exhibit 5.1 to the "registration statement on Form S-1" to instead refer to refer to "the registration statement on Form
S-1, as amended." Also, it appears that the legal opinion filed as exhibit 5.1 is limited to the laws of Puerto Rico. Please ensure
counsel opines that the warrants are a binding obligation of the registrant under the law of the jurisdiction governing the warrant.

Response: Our legal counsel has revised
the opinion included as Exhibit 5.1 to include the “as amended” language requested, and to indicate that the opinion covers
the laws of New York with respect to the Underwriter’s Warrant which is governed by such laws.

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/ Brian Hoff

Brian Hoff

Chief Financial Officer

 cc: Michael D. Harris, Esq.

    Edward H. Schauder, Esq.

    Brandon Torres Declet

      3

United States securities and exchange commission logo
August 18, 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.
Amendment No. 4 to Registration Statement on Form S-1
August 7, 2023
File No. 333-270519
Dear Brandon Torres Declet:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 28, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed August 7, 2023
The Business Combination, page 2
1.We note your new disclosure on page 2 about the second amendment to the share
purchase agreement.  Please clarify whether all of the 3,400,000 shares to be issued to Red
Cat will be subject to a lock-up agreement and disclose, if applicable, the exceptions to the
agreement.  Also, revise the disclosure on page 79 to describe the "certain exceptions" to
the lock-up agreement mentioned in the third paragraph on page 79.

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 August 18, 2023 Page 2
 FirstName LastName
Brandon Torres Declet
Unusual Machines, Inc.
August 18, 2023
Page 2
Risk Factors Summary, page 3
2.We note that you did not include the disclosure about the voting power of Red Cat
Holdings and the Principal Stockholder in this section and in the prospectus summary and
the risk factors section of this amendment.  Please revise your disclosure in these sections
to include the disclosure that appeared in your prior amendment about the voting power of
other stockholders is limited and the extent to which Red Cat may be able to control your
business, elect your Board of Directors and otherwise control the company which control
may place their interests ahead of your stockholders’ interests.
Risk Factors, page 8
3.It appears that your exclusive jurisdiction provision in section 7 of exhibit 3.1 identifies
the State Courts located in the Commonwealth of Puerto Rico as the exclusive forum for
certain litigation, including any “derivative action.” Please disclose whether or not this
provision applies to actions arising under either the Securities Act or Exchange Act. If so,
please also state that there is uncertainty as to whether a court would enforce such
provision. If the provision applies to Securities Act claims, please also state that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  Also,
expand the disclosure in the Description of Securities section beginning on page 70 to
discuss the exclusive forum provision.
Exhibits
4.Please revise the reference in the first paragraph of the legal opinion filed as exhibit 5.1 to
the "registration statement on Form S-1" to instead refer to refer to "the registration
statement on Form S-1, as amended."  Also, it appears that the legal opinion filed as
exhibit 5.1 is limited to the laws of Puerto Rico.  Please ensure counsel opines that the
warrants are a binding obligation of the registrant under the law of the jurisdiction
governing the warrant.
            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,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 August 18, 2023 Page 3
 FirstName LastName
Brandon Torres Declet
Unusual Machines, Inc.
August 18, 2023
Page 3
cc:       Michael D. Harris, Esq.

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.

United States securities and exchange commission logo
June 28, 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.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 14, 2023
File No. 333-270519
Dear Brandon Torres Declet:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 17, 2023 letter.
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
3,467,250 shares.  In note (1), you assume 3,217,250 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 3,217,250 shares.  This comment applies to the
capitalization table on page 36 and disclosure on page 40.
2.Also in this regard, please revise the number of shares to reflect the 1-for-2 reverse split in
note (2).

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 June 28, 2023 Page 2
 FirstName LastNameBrandon Torres Declet
Unusual Machines, Inc.
June 28, 2023
Page 2
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.
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.
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.
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.
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.
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

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 June 28, 2023 Page 3
 FirstName LastName
Brandon Torres Declet
Unusual Machines, Inc.
June 28, 2023
Page 3
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.
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael D. Harris, Esq.

CORRESP
1
filename1.htm

Unusual Machines, Inc.

151 Calle De San Francisco

Ste. 200 PMB 2106

San Juan, Puerto Rico 00901-1607

June 14, 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. 2 to Registration Statement on Form S-1

Filed May 3, 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 May 17, 2023 (the “Comment Letter”)
with respect to the Registration Statement on Form S-1, as amended, submitted on June 14, 2023 (the “Registration Statement”).

Amendment No. 2 to Registration Statement on Form S-1 filed
May 3, 2023

General

Comment
1.               We note that your board of directors has approved and you are seeking stockholder approval of a 1-for-5.5 reverse stock split,
which will occur prior to the date of this Prospectus. If the reverse split will occur prior to the effectiveness of the registration
statement, please revise your historical financial statements along with relevant financial statement data appearing elsewhere in your
filing to reflect the reverse split based upon the guidance in ASC 260-10-55-12 and SAB Topic 4.C. Please note the need for your independent
auditor to reference and dual-date their audit opinion for the aforementioned reverse split.

Response:        The
Company notes that Mr. Jeffrey Thompson, the Company’s director and principal stockholder attempted to obtain stockholder approval
of a 1-for-5.5 reverse stock split but was unsuccessful. Based on discussions between the Company, Mr. Thompson, the underwriters and
a majority of the Company’s stockholders, it was determined that the reverse stock split would be 1-for-2. The disclosure requested
by the Staff has been updated throughout the prospectus reflected the revised reverse stock split.

In addition,
the Company has updated its historical financial filings and relevant financial statement data appearing elsewhere in the prospectus
in accordance with ASC 260-10-55-12 and SAB Topic 4.C. Our independent auditor has made reference to and dual dated their audit opinion
for the aforementioned reverse split.

Division of Corporation Finance

United States Securities and Exchange Commission

June 14, 2023

Page 2 of 5

Comment 2.               Please remove the second paragraph of the Explanatory Note.

 Response:        The Company has removed the second paragraph of the Explanatory Note as requested by the Staff.

Cover Page

Comment
3.               Please
tell us the basis for the statement in the graphics that "The Dominator is the new standard for premium FPV."

Response:        The
above referenced statement has been deleted from the graphic.

Also, revise the appropriate section,
such as the Products section beginning on page 45, to clearly explain technical terms that are mentioned in the graphics. For example,
we note the references in the graphics to "IPD" and Betaflight CANVASMODE." However, the disclosure does not clearly explain
such terms.

Response: The disclosure requested by the Staff
has been added.

Comment 4.               We note the new disclosure about the issuance of 3,400,000 shares of your common stock to Red Cat and the disclosure in
the table on page 69 concerning the shares owned Mr. Thompson. Please revise the cover page and the summary to disclose, if applicable,
that Red Cat and Mr. Thompson have sufficient voting power through their ownership of common stock to control or substantially influence
the vote on substantially all corporate matters. Also, expand the Risk Factors Summary section to include a bullet point to highlight
the voting power and expand the Risk Factors section to include a risk factor to highlight the voting power.

Response:       The
disclosure requested by the Staff has been added.

Determination of Offering Price, page 38

Comment 5.              As previously requested in comment 17 of our January 12, 2023 letter, revise the disclosure in this section to clearly describe
the specific factors considered in determining the offering price. In this regard, we note that you now disclose in this amendment that
you anticipate that the initial public offering price will be $5.00 per share. However, the factors mentioned in this section appear to
be identical to the factors mentioned on page 38 of your draft registration statement filed on December 14, 2022 when you had not disclosed
the anticipated price.

Response:        The
Company has revised its disclosure to make clear that based on the factors that were previously listed in its draft registration statement
filed on December 14, 2022 and other variables including the per share listing requirement of the NYSE American and the feedback and suggestion
of its underwriters, a range between $4.00 and $6.00 with an assumed initial offering price of $5.00 per share (the mid-point of the range)
was recommended and accepted by the Company’s pricing committee of the Board of Directors. The Company notes that the pricing committee
has the ability to change the initial public offering price should market conditions warrant and to include a range for the initial public
offering by pre-effective amendment should the Company’s underwriters request the Company to do so.

Business Combination, page 41

Comment 6.              We note your response to prior comment 3. Please expand the disclosure in this section to discuss why the company agreed
to amend the purchase agreement, such as why you are no longer issuing a Senior Secured Convertible Note and Series A Preferred Stock
to Red Cat and why you agreed to an increase in the purchase price.

Response:       The Company has revised its disclosure to reflect that the Purchase Agreement was amended primarily in response to the objections
from its previous underwriters and their recommendation that the Company restructure its deal with Red Cat to issue common stock to Red
Cat in connection with the Business Combination in lieu of preferred stock and the secured note that included price protection. As a result
of arms’ length negotiations between the Company and the special committee of Red Cat and in consideration for Red Cat agreeing
to amend the Purchase Agreement, the Purchase Price was increased from $18.0 million to $20.0 million.

      2

Division of Corporation Finance

United States Securities and Exchange Commission

June 14, 2023

Page 3 of 5

Comment
7.              We note the disclosure in the fourth paragraph on page 41 that “Red Cat” shareholders approved the transaction
contemplated in the Purchase Agreement in a special meeting on March 8, 2023” and the disclosure elsewhere in your document that
the purchase agreement was amended on March 31, 2023. However, it does not appear that Red Cat filed preliminary and definitive proxy
or information statements for shareholders to approve the transaction in the amended purchase agreement. Please advise.

Response:        From
the Company’s perspective, it could not reasonably be deemed to have any liability to any third party including Red Cat shareholders
or its own shareholders including future investors since it has no duty to determine whether Red Cat is breaching any of its duties to
the Red Cat shareholders. Section 4.01 of the Purchase Agreement provides that Red Cat has all power and authority to consummate
the transaction contemplated pursuant to the Purchase Agreement. Counsel for Red Cat has advised the Company that for the reasons discussed
below, it had determined that no additional shareholder approval is required for the March 31, 2023 amendment to the Purchase Agreement
(the “Amendment”).

Section 11.06 of
the Purchase Agreement provides as follows:

“At any time
prior to the Closing, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Requisite
Red Cat Vote, by written agreement signed by each of the Parties hereto; provided, however, that: (a) following the receipt
of   the Requisite Red Cat Vote, there shall be no amendment or supplement to the provisions of this Agreement which by Law would
require further approval by the holders of Red Cat capital stock without such approval.”

The
Purchase Agreement was submitted for shareholder approval as Proposal 1 and was approved on March 8, 2023. The proxy statement
provided to shareholders of Red Cat states as follows:

“A vote in favor of the Proposal One will be deemed
the approval of the Share Purchase Agreement, the terms and conditions thereof, and the transactions contemplated therein and thereby,
including any and all amendments thereto approved by the Board of Directors of the Company following approval. [emphasis added]”

Accordingly, the Amendment as approved by the Board
of Directors was specifically authorized by the shareholder approval and does not require an additional vote.

Furthermore, based on discussions with Red Cat’s
counsel, the Red Cat board of directors considered the increase if the overall purchase price from $18.0 million to $20.0 million and
the elimination of the exclusivity provision in the Purchase Agreement that allowed Red Cat to shop for a more attractive offer in approving
the Amendment.

Fat Shark and Rotor Riot Summary Compensation Information, page 66

Comment 8.               Please ensure that the disclosure in this section is for the most recently completed fiscal year.

Response:        The Company has revised the disclosure to reflect the compensation as of Fat Shark and Rotor Riot’s recently completed
fiscal year as of April 30, 2023.

      3

Division of Corporation Finance

United States Securities and Exchange Commission

June 14, 2023

Page 4 of 5

Principal Stockholders, page 70

Comment 9.               We note your response to prior comment 10. Please identify the members of the committee mentioned in note (1) on page 70.

Response:        Based on a discussion with Red Cat’s counsel, the full Red Cat board of directors have the dispositive voting power and
investment power for the shares of the Company’s common stock that will be held by Red Cat. As requested by the Staff, the Company
has identified such members by name.

Other Activities and Relationships, page 80

Comment 10.             We note your disclosure about new underwriters. Please identify each such underwriter having a material relationship with
Fat Shark Holdings, Ltd. and Rotor Riot LLC.

Response:         The
Company has revised its disclosure as requested by the Staff to include Maxim Group LLC has no material relationship with Fat Shark Holdings, Ltd. or Rotor Riot LLC.

Unaudited Pro Forma Condensed Combined Statements of Operations, page
F-5

Comment 11.              Refer to prior comment 15. Please record the business combination expense as a reduction to cash and an addition to expense.

Response:         The Company has already included all expected business combination expenses as a reduction to cash and addition to expense
as noted in footnote A to the unaudited pro forma condensed combined balance sheet and footnote N to the unaudited pro forma condensed
combined statement of operations.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1 Basis of Presentation, page F-6

Comment
12.              We
note that the Agreement provides that your company will pay $3 million in cash and $17 million of the company's common stock to acquire
capital stocks of Fat Shark and Rotor Riot. Please revise to reflect the $3 million cash payment as an adjustment to cash.

Response:         The Company has already reflected the $3 million cash payment as an adjustment to cash as previously noted in footnote A to
the unaudited pro forma condensed combined balance sheet.

Exhibit 23.1, page II-3

Comment 13.              We note that the date of your auditor report for Unusual Machines, Inc. is March 13, 2023. Please have your auditor revise
the consent with the correct audit report date in future amendments before effectiveness of the registration statement.

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

      4

Division of Corporation Finance

United States Securities and Exchange Commission

June 14, 2023

Page 5 of 5

The Company acknowledges that it will file
the audited financial information of Fat Shark and Rotor Riot and make related changes to the Registration Statement and related prospectus
disclosure by pre-effective amendment.

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 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.

Sincerely,

/s/ Brandon Torres Declet

Brandon Torres Declet

Chief  Executive Officer

cc: Michael D. Harris, Esq.

  Edward H. Schauder, Esq.

      5

United States securities and exchange commission logo
May 17, 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.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 3, 2023
File No. 333-270519
Dear Brandon Torres Declet:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 6, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed May 3, 2023
General
1.We note that your board of directors has approved and you are seeking stockholder
approval of a 1-for-5.5 reverse stock split, which will occur prior to the date of this
Prospectus.  If the reverse split will occur prior to the effectiveness of the registration
statement, please revise your historical financial statements along with relevant financial
statement data appearing elsewhere in your filing to reflect the reverse split based upon
the guidance in ASC 260-10-55-12 and SAB Topic 4.C.  Please note the need for your
independent auditor to reference and dual-date their audit opinion for the aforementioned
reverse split.

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 May 17, 2023 Page 2
 FirstName LastName
Brandon Torres Declet
Unusual Machines, Inc.
May 17, 2023
Page 2
2.Please remove the second paragraph of the Explanatory Note.
Cover Page
3.Please tell us the basis for the statement in the graphics that "The Dominator is the new
standard for premium FPV."  Also, revise the appropriate section, such as the Products
section beginning on page 43, to clearly explain technical terms that are mentioned in the
graphics.  For example, we note the references in the graphics to "IPD" and Betaflight
CANVASMODE."  However, the disclosure does not clearly explain such terms.
4.We note the new disclosure about the issuance of 3,400,000 shares of your common stock
to Red Cat and the disclosure in the table on page 69 concerning the shares owned Mr.
Thompson.  Please revise the cover page and the summary to disclose, if applicable, that
Red Cat and Mr. Thompson have sufficient voting power through their ownership of
common stock to control or substantially influence the vote on substantially all corporate
matters.  Also, expand the Risk Factors Summary section to include a bullet point to
highlight the voting power and expand the Risk Factors section to include a risk factor to
highlight the voting power.
Determination of Offering Price, page 37
5.As previously requested in comment 17 of our January 12, 2023 letter, revise the
disclosure in this section to clearly describe the specific factors considered in determining
the offering price.  In this regard, we note that you now disclose in this amendment that
you anticipate that the initial public offering price will be $5.00 per share.  However, the
factors mentioned in this section appear to be identical to the factors mentioned on page
37 of your draft registration statement filed on December 14, 2022 when you had not
disclosed the anticipated price.
The Business Combination, page 40
6.We note your response to prior comment 3.  Please expand the disclosure in this section to
discuss why the company agreed to amend the purchase agreement, such as why you are
no longer issuing a Senior Secured Convertible Note and Series A Preferred Stock to Red
Cat and why you agreed to an increase in the purchase price.
7.We note the disclosure in the fourth paragraph on page 40 that "Red Cat shareholders
approved the transaction contemplated in the Purchase Agreement in a special meeting on
March 8, 2023" and the disclosure elsewhere in your document that the purchase
agreement was amended on March 31, 2023.  However, it does not appear that Red Cat
filed preliminary and definitive proxy or information statements for shareholders to
approve the transaction in the amended purchase agreement.  Please advise.

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 May 17, 2023 Page 3
 FirstName LastName
Brandon Torres Declet
Unusual Machines, Inc.
May 17, 2023
Page 3
Fat Shark and Rotor Riot Summary Compensation Information, page 65
8.Please ensure that the disclosure in this section is for the most recently completed fiscal
year.
Principal Stockholders, page 68
9.We note your response to prior comment 10.  Please identify the members of the
committee mentioned in note (1) on page 69.
Other Activities and Relationships, page 80
10.We note your disclosure about new underwriters.  Please identify each such underwriter
having a material relationship with Fat Shark Holdings, Ltd. and Rotor Riot LLC.
Unaudited Pro Forma Condensed Combined Statements of Operations, page F-5
11.Refer to prior comment 15.  Please record the business combination expense as a
reduction to cash and an addition to expense.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 Basis of Presentation, page F-6
12.We note that the Agreement provides that your company will pay $3 million in cash and
$17 million of the company's common stock to acquire capital stocks of Fat Shark and
Rotor Riot.  Please revise to reflect the $3 million cash payment as an adjustment to
cash.
Exhibit 23.1, page II-3
13.We note that the date of your auditor report for Unusual Machines, Inc. is March 13,
2023.  Please have your auditor revise the consent with the correct audit report date in
future amendments before effectiveness of the registration statement.
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael D. Harris, Esq.

CORRESP
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Unusual Machines, Inc.

151 Calle De San Francisco

Ste. 200 PMB 2106

San Juan, Puerto Rico 00901-1607

May 3, 2023

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.W.

Washington, DC 20549

  Attention:
  Kevin Wood, Accounting Branch Chief

  Andi Carpenter, Staff Accountant

  Re:
  Unusual Machines, Inc.

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

  Filed March 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 April 6, 2023 (the “Comment
Letter”) with respect to the Registration Statement on Form S-1, as amended, submitted on March 14, 2023 (the “Registration
Statement”).

As our counsel discussed with Mr. Thomas
Jones of the Staff on April 11, 2023, as a result of discussions between the Company and its underwriters, the transaction has been
restructured so that the purchase price for the acquisition by the Company of Fat Shark Holdings, Ltd (“Fat Shark”) and
Rotor Riot LLC (“Rotor Riot”) from Red Cat Holdings, Inc. (“Red Cat”) has been increased from $18.0 million
to $20.0 million (the “Purchase Price”). The Purchase Price is now comprised of (i) $2.0 million in cash from the
proceeds of the Offering, (i) $1.0 million of the Company’s existing cash which the Company will deposit into escrow upon the
effectiveness of the Registration Statement which includes the prospectus, and (iii) $17.0 million of the Company’s common
stock. The shares of the Company’s common stock being issued to Red Cat will be subject to a six-month lock-up agreement. As a
result, the Senior Note and the Series A as defined and referenced in the last draft of the Registration Statement and the related
security agreement that were included on the Exhibit Index have been eliminated. The Company agreed to enter into a registration
rights agreement for the registration of the shares of its common stock that it will issue to Red Cat in connection with the
acquisition and to use its best efforts to file by the day after the expiration of Red Cat’s lock-up agreement and have
declared effective such registration statement, on demand and in on a piggy-back basis with any other registration statements to be
filed by the company.

In addition, as Company’s legal
counsel discussed with Mr. Jones on May 1, 2023, since Mr. Jeffrey Thompson will individually own less than 5% of the
Company’s common shares after the issuance of the Red Cat shares as part of the Purchase Price, the Company’s
underwriter has requested that, notwithstanding the Staff’s prior comment, the disclosure regarding Mr. Thompson’s
personal holdings upon the consummation of the offering be omitted from the cover page of the prospectus since it is not material.
Accordingly, we have omitted such disclosure from the cover page. The foregoing changes in the transaction are reflected in Amendment
No. 2 to the Registration Statement.

      1

For your convenience, each of the Staff’s
comments have been restated below in their entirety, with the Company’s responses set forth immediately beneath such comment.

The numbers of the responses in this letter correspond
to the numbers of the Staff’s comments as set forth in the Comment Letter. In addition to submitting this letter via EDGAR, we are
sending this letter and the Prospectus (marked to show changes from the Draft Registration Statement) via EDGAR.

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

General

 Comment 1.
We resissue comment 1 of our letter dated January 12, 2023. Because you are using the proceeds of this offering to purchase
the businesses of two affiliated entities, we continue to believe that Fat Shark Holdings, Ltd. and Rotor Riot LLC should be identified
as co-issuers on this registration statement. Please revise accordingly.

 Response:

In accordance with the telephone discussion among our lawyers, Michael
D. Harris, Esq. and Edward H. Schauder, Esq., and Mr. Thomas Jones, Esq. of the Staff on April 10, 2023, we have included Fat shark and
Rotor Riot as co-issuers following the example Mr. Schauder found with four commodity pools. See https://www.sec.gov/Archives/edgar/data/1305201/000119312507078043/dposam.htm.
We added an explanatory note to the prospectus but no other disclosure.

In doing so, we do not agree that the Staff is
construing Rule 140 properly since there is a fundamental difference with four separate commodity pools each with its own trading advisor
and this matter.

Cover Page

 Comment 2.
Please ensure that you consistently disclose throughout your document the number of shares that you are offering. For example,
the disclosure on pages 36 and 39 about "the issuance and sale of 2,352,941 shares of common stock" in this offering" is
not consistent with the information concerning common stock in the fee table. Also, please file as an exhibit the amendment to the Purchase
Agreement mentioned on page 41.

 Response:

As requested by the Staff, the Company has consistently disclosed
the number of shares that the Company is offering throughout the Prospectus which includes 2,000,000 shares of our common stock (based
on $5.00 per share which is the low point of the anticipated range), plus an additional 300,000 shares of common stock which may be issued
and sold pursuant to the underwriter’s 45-day over-allotment option to purchase up to an additional 15% of the shares of common
stock being offered by the Prospectus.

The Company has revised the fee table accordingly to reflect the change
in the transaction terms that are discussed above, assuming for this purpose that the over-allotment option is exercised in full and all
shares thereunder are sold by the underwriter.

The Company has also filed as an exhibit the amendment to the Purchase
Agreement mentioned on page 41.

The Business Combination, page 2

 Comment 3.
Please ensure that you have updated the disclosure in this section to the extent practicable. For example, we note the reference
on page 2 to the "affirmative vote of the shareholders of Red Cat." Please clarify whether the shareholders have voted.

 Response:

As requested by the Staff, the Company has
updated its disclosure on page 2 and elsewhere in the Prospectus to clarify that the Red Cat shareholders approved the transaction
contemplated in the securities purchase agreement on March 8, 2023. A link to the related 8-K filed by Red Cat is set forth
below:

https://www.sec.gov/ix?doc=/Archives/edgar/data/748268/000155479523000057/rcat0308form8k.htm

      2

 Comment 4.
Regarding the disclosure on page 72 that "In November 2020, Red Cat acquired Fat Shark Holdings for a total purchase
price of $8.4 million. In January 2020, Red Cat acquired Rotor Riot for a total purchase price was $2.0 million," please expand the
disclosure on page 2 about the sale for $18 million in cash and securities to also discuss the purchase prices in 2020. Also tell us,
with a view to disclosure, whether you have considered disclosing on page 2 that a valuation firm estimated that Fat Shark Holdings and
Rotor Riot had an enterprise value ranging between $5.1 million to $5.7 million. In this regard, we note the disclosure in the DEF14A
of Red Cat Holdings, Inc. filed on February 6, 2023.

 Response:

In response to the Staff’s comment, the
Company has added additional disclosure regarding the historical purchases by Red Cat of Fat Shark and Rotor Riot and the valuation
of an independent valuation firm that was disclosed in Red Cat’s definitive proxy statement on Page 2 of the Registration
Statement. The Company has also added a new related risk factor on page 29 of the Registration Statement.

Use of Proceeds, page 34

 Comment 5.
We note your response to prior comment 16. Please clarify whether you may use the proceeds from this offering for the purchase
orders of approximately $1.2 million mentioned in the last paragraph on page 72K.

 Response:

The disclosure requested by the Staff has been added in the Use of
Proceeds section on page 34.

Legal Proceedings, page 48

 Comment 6.
Please revise this section to clearly identify who has advised you that Fat Shark and Rotor Riot are not involved in any
litigation.

 Response:

The Company has revised its disclosure on page 48 to reflect that
as based on a written representation from Red Cat’s Chief Executive Officer, as of April 13, 2023 he is unaware of any
litigation involving Fat Shark or Rotor Riot.

Unusual Machines Liquidity and Capital Resources, page 56

 Comment 7.
Please ensure that you update the disclosure in this section based on the number of shares of common stock that you are
offering For example, the disclosure that "Assuming we do acquire Fat Shark and Rotor Riot, we expect we will have sufficient working
capital to support our operations for at least 12 months following the closing of this Offering" is unclear given the disclosure
on page 41 that "Red Cat and UM have verbally agreed to lower the minimum amount of the Offering from $15 million to $10 million
to be memorialized in an amendment to the SPA," the references in the audit opinions for Fat Shark Holdings and Rotor Riot on pages
F-32 and F-54, respectively, to continue to experience "negative cash flows from operations" and the Cash Flow Statements for
the six months ended October 31, 2022 for Fat Shark Holdings and Rotor Riot on pages F-23 and F-46, respectively. As another example,
does the company expect that it will have sufficient working capital to support its operations for at least 12 months following the closing
of this offering" if $2.5 million of the proceeds from this offering is used to repay the Senior Note?

 Response: The Company has revised the disclosure on page 59 to provide
further clarification on the Company’s anticipated working capital and cash position post Offering and business combination. The
Company has specified the number of shares of common stock and anticipated proceeds as a part of this revised disclosure. As previously
noted, with the revised purchase price terms, there is no longer a $2.5 million Senior Note.

      3

Related Party Transactions, page 68

 Comment 8.
We note your response to prior comment 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.

 Response:

The Company has revised the disclosure on page 69
as requested by the Staff.

Principal Stockholders, page 69

 Comment 9.
Please provide a table for the disclosure required by Item 403(a) and (b) of Regulation SK for the Series A Preferred Stock.

 Response:

As noted above, the composition of the Purchase Price has been revised
to include $2.0 million in cash from the proceeds of the Offering, $1.0 of the Company’s existing cash and $17.0 million of the
Company’s shares of common stock. Accordingly, the Staff’s comment is no longer applicable since the issuance of the Series
A Preferred Stock has been eliminated.

 Comment 10.     Please
revise Note (1) on page 73 to disclose who has voting and/or investment power for the shares held by Red Cat

 Response:

As requested by the Staff, the Company has revised the disclosure
to note (1) on page 69.

Series A Convertible Preferred Stock, page 74

 Comment 11.     Please
disclose the material terms of the Series A Convertible Preferred Stock. For example, we note Section 4 of Exhibit 4.2 concerning voting
and dividends.

 Response:

As noted in the Company’s response to Comment 9 above, the issuance
of the Series A has been eliminated so the Staff’s comment no longer applies.

Recent Sales of Unregistered Securities, page II-2

 Comment 12.     We
note your response to prior comment 35. Please identify the founders who purchased shares of your common stock on September 10, 2021.
Also, include the information required by Item 701 of Regulation S-K concerning the issuance of 52,000 shares of common stock on September
24, 2021 and the issuance of 140 shares of Series B Preferred Stock on December 13, 2022. In this regard, we note your disclosure in the
second paragraph on page 72 and in Note 6 on page F-20.

 Response:

The Company has further revised the disclosure in the Recent Sale of
Unregistered Securities on page II-2 as requested by the Staff.

      4

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

Note F – page F-4

 Comment 13.     Please
remove Note F from pages F-3 and herein. There are not intangible asset adjustments.

 Response: The Company has removed Noted F related to intangible asset given there were no adjustments as requested
by the Staff.

Unaudited Pro Forma Condensed Combined Statements of Operations, page
F-5

 Comment 14.     The
pro forma information for income statement is for the most recent fiscal year and subsequent interim period. Please remove the pro forma
information for the twelve-month ended December 31, 2021 on page F-6. Refer to Rule 11-02I(2)(i) of Regulation S-X.

 Response: The Company has removed the pro forma information for the twelve-months ended December 31, 2021 as requested
by the Staff.

 Comment 15.     Please
record a pro forma adjustment of the expenses associated with the business combinations and a debit to cash.

 Response: The Company has updated and recorded a pro forma adjustment for expenses associated with the business
combinations and a corresponding adjustment to cash.

 Comment 16.     We
note from pages 70 and 71 that your CEO and CFO will earn a bonus upon closing each successful acquisition with the closing of this Offering.
Please record the Pro Forma adjustment of the bonuses as a debit to the expense and a credit to cash.

 Response: The Company has updated and recorded a pro forma adjustment related to the bonuses paid to the CEO and
CFO as a condition of their employment agreements and closing of the acquisitions and Offering. We have made the additional corresponding
adjustment to cash.

 Comment 17.     Present
historical and pro forma basic and diluted per share amounts. Refer to Rule 11-02(a)(9) of Regulation S-X.

 Response: The Company has updated the historical and pro forma financial statements to present both basic and
diluted per share amounts in accordance with the Regulations and as suggested by the Staff.

Statement of Changes in Stockholders’ Equity, page F-15

 Comment 18.     Please
change the date of the last line to read as of December 31, 2022, if true.

 Response: The Company has updated the date of the Statement of Changes in Stockholders’ Equity to read as
December 31, 2022.

      5

Fat Shark Holdings, Ltd. Balance Sheets (Unaudited), page F-21

 Comment 19.     Please
update Fat Shark Holdings, Ltd.’s financial statements in accordance with Rule 8-04 of Regulation S-X.

 Response: The Company has updated Fat Shark Holdings, Ltd.’s and Rotor Riot Inc. interim financial statements
as of January 31, 2023 and for the three and nine months ended January 31, 2023 in accordance with the regulations and as suggested by
the Staff.

 Comment 20.     Please
indicate “Audited” under the column of April 30, 2022, if true. This comment also applies to Rotor Riot, LLC’s Balance
Sheets on page F-43.

 Response: The Company has updated the balance sheets to indicate “Audited” as of April 30, 2022 for
Rotor Riot, LLC and Fat Shark, Ltd.

Fat Shark Holdings, Ltd. Statements of Operations (Unaudited), page
F-23

 Comment 21.     Please
disclose the earnings per share information in accordance with ASC 260 and Rule 10-01(b)(2) of Regulation S-X. This comment also applies
to page F-34.

 Response: The Company has updated the Statements of Operations for Fat Shark Holdings, Ltd. for both the audited
twe

United States securities and exchange commission logo
April 6, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 14, 2023
File No. 333-270519
Dear Brandon Torres Declet:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed March 14, 2023
General
1.We resissue comment 1 of our letter dated January 12, 2023.  Because you are using the
proceeds of this offering to purchase the businesses of two affiliated entities, we continue
to believe that Fat Shark Holdings, Ltd. and Rotor Riot LLC should be identified as co-
issuers on this registration statement.  Please revise accordingly.
Cover Page
2.Pease ensure that you consistently disclose throughout your document the number of
shares that you are offering.  For example, the disclosure on pages 36 and 39 about "the

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 April 6, 2023 Page 2
 FirstName LastNameBrandon Torres Declet
Unusual Machines, Inc.
April 6, 2023
Page 2
issuance and sale of 2,352,941 shares of common stock" in this offering" is not consistent
with the information concerning common stock in the fee table. Also, please file as an
exhibit the amendment to the Purchase Agreement mentioned on page 41.
The Business Combination, page 2
3.Please ensure that you have updated the disclosure in this section to the extent
practicable.  For example, we note the reference on page 2 to the "affirmative vote of the
shareholders of Red Cat."  Please clarify whether the shareholders have voted.
4.Regarding the disclosure on page 72 that "In November 2020, Red Cat acquired Fat Shark
Holdings for a total purchase price of $8.4 million. In January 2020, Red Cat acquired
Rotor Riot for a total purchase price was $2.0 million," please expand the disclosure on
page 2 about the sale for $18 million in cash and securities to also discuss the purchase
prices in 2020. Also tell us, with a view to disclosure, whether you have considered
disclosing on page 2 that a valuation firm estimated that Fat Shark Holdings and Rotor
Riot had an enterprise value ranging between $5.1 million to $5.7 million. In this regard,
we note the disclosure in the DEF14A of Red Cat Holdings, Inc. filed on February 6,
2023.
Use of Proceeds, page 35
5.We note your response to prior comment 16.  Please clarify whether you may use the
proceeds from this offering for the purchase orders of approximately $1.2 million
mentioned in the last paragraph on page 72.
Legal Proceedings, page 49
6.Please revise this section to clearly identify who has advised you that Fat Shark and Rotor
Riot are not involved in any litigation.
Unusual Machines Liquidity and Capital Resources, page 60
7.Pease ensure that you update the disclosure in this section based on the number of shares
of common stock that you are offering  For example, the disclosure that "Assuming we do
acquire Fat Shark and Rotor Riot, we expect we will have sufficient working capital to
support our operations for at least 12 months following the closing of this Offering" is
unclear given the disclosure on page 41 that "Red Cat and UM have verbally agreed to
lower the minimum amount of the Offering from $15 million to $10 million to be
memorialized in an amendment to the SPA," the references in the audit opinions for Fat
Shark Holdings and Rotor Riot on pages F-32 and F-54, respectively, to continue to
experience "negative cash flows from operations" and the Cash Flow Statements for the
six months ended October 31, 2022 for Fat Shark Holdings and Rotor Riot on pages F-23
and F-46, respectively.  As another example, does the company expect that it will have
sufficient working capital to support its operations for at least 12 months following the
closing of this offering" if $2.5 million of the proceeds from this offering is used to repay

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 April 6, 2023 Page 3
 FirstName LastNameBrandon Torres Declet
Unusual Machines, Inc.
April 6, 2023
Page 3
the Senior Note?
Related Party Transactions, page 72
8.We note your response to prior comment 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.
Principal Stockholders, page 73
9.Please provide a table for the disclosure required by Item 403(a) and (b) of Regulation S-
K for the Series A Preferred Stock.
10.Please revise Note (1) on page 73 to disclose who has voting and/or investment power for
the shares held by Red Cat.
Series A Convertible Preferred Stock, page 74
11.Please disclose the material terms of the Series A Convertible Preferred Stock.  For
example, we note Section 4 of Exhibit 4.2 concerning voting and dividends.
Recent Sales of Unregistered Securities, page II-2
12.We note your response to prior comment 35.  Please identify the founders who purchased
shares of your common stock on September 10, 2021.  Also, include the information
required by Item 701 of Regulation S-K concerning the issuance of 52,000 shares of
common stock on September 24, 2021 and the issuance of 140 shares of Series B
Preferred Stock on December 13, 2022.  In this regard, we note your disclosure in the
second paragraph on page 72 and in Note 6 on page F-20.
Amendment No. 1 to Registration Statement on Form S-1
Note F, page F-4
13.Please remove Note F from pages F-3 and herein.  There are no intangible asset
adjustments.
Unaudited Pro Forma Condensed Combined Statements of Operations, page F-5
14.The pro forma information for income statement is for the most recent fiscal year and
subsequent interim period.  Please remove the pro forma information for the twelve-month
ended December 31, 2021 on page F-6.  Refer to Rule 11-02(c)(2)(i) of Regulation S-X.

15.Please record a pro forma adjustment of the expenses associated with the business
combinations and a debit to cash.
16.We note from pages 70 and 71 that your CEO and CFO will earn a bonus upon closing

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 April 6, 2023 Page 4
 FirstName LastName
Brandon Torres Declet
Unusual Machines, Inc.
April 6, 2023
Page 4
each successful acquisition with the closing of this Offering.  Please record the Pro Forma
adjustment of the bonuses as a debit to the expense and a credit to cash.
17.Present historical and pro forma basic and diluted per share amounts.  Refer to Rule 11-
02(a)(9) of Regulation S-X.
Statement of Changes in Stockholders' Equity, page F-15
18.Please change the date of the last line to read as of December 31, 2022, if true.
Fat Shark Holdings, Ltd. Balance Sheets (Unaudited), page F-21
19.Please update Fat Shark Holdings, Ltd’s financial statements in accordance with Rule 8-
04 of Regulation S-X.
20.Please indicate “Audited” under the column of April 30, 2022, if true.  This comment also
applies to Rotor Riot, LLC’s Balance Sheets on page F-43.
Fat Shark Holdings, Ltd. Statements of Operations (Unaudited), page F-23
21.Please disclose the earnings per share information in accordance with ASC 260 and Rule
10-01(b)(2) of Regulation S-X.  This comment also applies to page F-34.
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael D. Harris, Esq.

CORRESP
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Unusual Machines, Inc.

151 Calle De San Francisco

Ste. 200 PMB 2106

San Juan, Puerto Rico 00901

March 14, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

 Re: Unusual Machines,
                                            Inc., Inc.

    Draft Registration Statement on Form S-1

    Submitted December 14, 2022

    CIK No. 0001956955

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”) with respect to the Draft Registration
Statement on Form S-1 submitted on December 14, 2022 (the “Registration Statement”).

The Company acknowledges that it will be required to file another amendment
containing current financial information for the target companies which go stale later this week. It is engaged in material negotiations
with a proposed underwriter and can add the identity in the next amendment. Counsel to the proposed underwriter has authorized the Company
to file the Registration Statement.

The Registration Statement has been amended as
appropriate to give effect to changes affecting Unusual and the industries in which Unusual operates. In addition, as required, the Company
has included its audited financial statements for the year ended December 31, 2022 replacing the 2021 financial statements.

For your convenience, each of the Staff’s
comments have been restated below in their entirety, with Unusual’s responses set forth immediately beneath such comment.

The numbers of the responses in this letter correspond
to the numbers of the Staff’s comments as set forth in the Comment Letter. In addition to submitting this letter via EDGAR, we
are sending this letter and the Prospectus (marked to show changes from the Draft Registration Statement) via EDGAR.

SEC Comment:

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.

Company Response:

Please see a response from
our legal counsel attached to this letter as Annex A.

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 2

SEC Comment:

 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.

Company Response:

Inflation has created some salary pressure
with our employees who wish to mitigate the impact of inflation, Rotor Riot and Fat Shark have not suffered inflationary pressures in
procurement. The cost increase pressures were associated with the supply chain challenges associated with COVID (or the chip crisis).
As a result, the Company has not identified, planned or taken any actions as of the date hereof to mitigate inflationary pressures. The
Company has modified the risk factor on page 25 based on the Staff’s comment.

SEC Comment:

 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.

Company Response:

The Company does not believe that the
Russian war in the Ukraine will have a material impact on the consumer drone market except to the extent that the ongoing war could contribute
to inflation. The Company believes that they have adequately disclosed the inflation risk, as revised, in the Risk factor entitled “Significant
inflation could adversely affect our business and financial results” on page 25 of the Prospectus. Accordingly, the Company has
not undertaken efforts to mitigate the impact of the Russian war on Ukraine and does not believe that any additional disclosure is required
in response to the Staff’s comment.

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 3

SEC Comment:

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.

Company Response:

In response to the Staff’s comment,
we have amended the Prospectus to remove the registration of the Conversion Shares issuable upon the conversion of the Senior Note, all
references to the Secondary Offering and deleted the Selling Stockholder table and related references.

SEC Comment:

 5. Please disclose the percentage of shares of
                                            common stock of the registrant that Mr. Thompson will own after the offering.

Company Response:

As of the date hereof, the range for
the offering price has not been determined by the Company’s underwriters. Accordingly, the Company has added the following language
to the cover page and the numbers will be populated by pre-effective amendment to the Prospectus:

“Upon consummation of the Offering,
assuming the issuance of ____ shares of our common stock at $___ per share (the anticipated midpoint of the range) Mr. Jeffrey Thompson,
our largest stockholder, will beneficially own ___% of our common stock (excluding the exercise of the over-allotment option by the underwriters
and the issuance of the warrants to the underwriters, the issuance of the Conversion Shares and the issuance of our Series A Convertible
Preferred Stock (referred to in this Prospectus as the “Series A”) as part of the Purchase Price, which Mr. Thompson will
not be deemed to beneficially own. See “The Business Combination” and “Principal Stockholders” for more information.”

SEC Comment:

 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.

Company Response:

As our counsel discussed with Mr. Tom
Jones of the Staff on January 13, 2023, as requested by the Staff, the Company has added risk factor disclosure on page 10 of the Prospectus
regarding the potential dilutive impact upon the conversion of the Senior Note, if issued, and the Series A to the extent that there
is a conversion price adjustment as a result of a future dilutive issuance.

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 4

SEC Comment:

 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 underwriting agreement.

Company Response:

The Company has added
the disclosure requested by the Staff on the cover page.

SEC Comment:

 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.

Company Response:

Since the Offering is contingent on
a Nasdaq listing, the Company believes that this comment is no longer applicable.

SEC Comment:

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.

Company Response:

As requested by the Staff, the Company
has deleted the reference to the Private Securities Reform Act of 1995 on page 1 of the Prospectus.

SEC Comment:

Industry and Market Data, page 1

 10. Please tell us whether you commissioned any
                                            of the data used in your registration statement.

Company Response:

The Company did not commission any
of the data used in the Prospectus. The industry and market data contained in the Prospectus was derived from publicly available information.

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 5

SEC Comment:

Prospectus Summary, page 2

 11. The
                                            Company’s auditors did not issue a going concern opinion in contrast to Fat Shark and
                                            Rotor Riot. The Company has expanded the risk factors summary section beginning on page 4
                                            and added a going concern risk factor on page 8 to note that the auditors’ report contains
                                            an explanatory paragraph regarding Fat Shark and Rotor Riot’s ability to continue as
                                            a going concern and how it may impact the Company.

Company Response:

As requested by the Staff, the Company
has expanded the risk factors summary section beginning on page 4 and the Risk Factors section beginning on page 8 to highlight that
the auditor’s report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

SEC Comment:

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 write downs.

Company Response:

As requested by the Staff, the Company
has added a risk factor on page 32 of the Prospectus.

SEC Comment:

 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.

Company Response:

As requested by the Staff, the Company
has added a risk factor on page 30 of the Prospectus.

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 6

SEC Comment:

Rising threats of international tariffs, page
26

 14. We note your disclosure in this risk factor
                                            that you are heavily dependent on Chinese 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
                                            manufactur

CORRESP
1
filename1.htm

  MICHAEL D. HARRIS
  DIRECT DIAL:

  (561) 471-3507

  ALSO ADMITTED IN

  NEW YORK
  E-MAIL ADDRESS:

  mharris@nasonyeager.com

March 14, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

 Re: Unusual Machines, Inc., Inc.

    Draft Registration
Statement on Form S-1

    Submitted December
14, 2022

    CIK No. 0001956955

Ladies and Gentlemen:

We are counsel to Unusual Machines, Inc. (the
“Company”) and respond on its behalf as to Comment No. 1 to the Company’s Draft Registration Statement of Form S-1 (the
“Draft Form S-1”) which requires some legal analysis. Comment No. 1 reads:

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.

We conclude that Rule 140 should not apply in
spite of some very limited informal Staff guidance to the contrary.[1]
because: (i) the acquisition of the two targets referenced in the Form S-1 is not a “chief part” of the Company’s business,
(ii) there will be no distribution of the target companies’ securities within the meaning of Section 2(a)(11) of the Securities
Act of 1933 (the “Securities Act”), (iii) the Staff’s interpretation is inconsistent with Section 11 of the Securities
Act and not in furtherance of the Commission’s role to protect investors and (iv) and to the extent that the Staff seeks to apply
Rule 140 under these circumstances it is inconsistent with Section 2(a)(11) of the Securities Act.

_________________

[1] We have been unable
to find one reported case mentioning Rule 140.

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 2

Rule 140 and Section 2(a)(11) of the Securities
Act

Rule 140 provides that “[a] person, the
chief part of whose business consists of the purchase of the securities of one issuer, or of two or more affiliated issuers, and
the sale of its own securities, including the levying of assessments on its assessable stock and the resale of such stock upon the failure
of the holder thereof to pay any assessment levied thereon, to furnish the proceeds with which to acquire the securities of such issuer
or affiliated issuers, is to be regarded as engaged in the distribution of the securities of such issuer or affiliated issuers
within the meaning of section 2(11) of the Act.”

Section 2(a)(11) under
the Securities Act of provides “[t]he term “underwriter” means any person who has purchased from an issuer with
a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct
or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any
such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not
in excess of the usual and customary distributors' or sellers' commission. As used in this paragraph the term “issuer” shall
include, in addition to an issuer, any person directly or indirectly controlling or controlled by the issuer, or any person under direct
or indirect common control with the issuer.”

Acquiring Fat Shark
and Rotor Riot is not a “chief part” of Unusual Machines’ Business

The Company was incorporated
in July 2019 for the purpose of engaging in the commercial drone industry independent of Red Cat Holdings, Inc. (“Red Cat”)
or any Red Cat subsidiaries. Page 51 of the Draft Form S-1 stated “[w]e are engaged in the commercial drone industry but to date
have not generated any material revenues.” While the next sentence refers to the acquisition of the target entities, later on page
41 of the Draft Form S-1 the Company states “Unusual Machines will also pursue potential acquisition targets in the FPV drone technology
space that will improve our own hardware and software solutions, rapidly provide the potential to grow our revenues, expand to new industry
verticals, and integrate best in class American IP and teams. We cannot assure you we will complete any acquisitions or, if we do, achieve
these goals,” and on page 46 indicates “we will take a proactive approach to search for and acquire promising private companies
with complementary businesses.” Thus, the Draft Form S-1 demonstrates that a “chief part” of the Company’s business
is not to acquire Fat Shark or Rotor Riot, or any other particular entity or group of entities, specifically, but rather intends, like
many development stage companies do, to seek to acquire complementary businesses to supplement and expand upon its existing business and
strategy within the industry in which it operates. Further, the Company’s Chief Executive Officer has extensive experience in the
drone industry, and its President has served as such since September 2020, well before the target company acquisitions were contemplated.
Indeed, it was not until July 30, 2022 that the company and Red Cat imitated discussions concerning the purchase of the targets.

Following organization,
the Company issued founders shares to certain founders in September 2021. At about the same time, it raised $2,276,000 from private investors,
and in January 2022, it raised an additional $2,530,000.

The Company was initially
formed with the idea of manufacturing drone motors in Puerto Rico, and later in 2022 after hiring its Chief Executive Officer it expanded
that goal to developing a camera sensor for use in drones. During 2020, the Company incurred $65,373 of general and administrative expenses.
In 2021, its expenses increased substantially as it began expanding its drone business. Total general and administrative expenses were
$166,868 in 2021, and the Company actually generated initial revenue of $4,989 in 2021 from building prototype drone motors. Continuing
into 2022, operating expenses continued to increase through the nine months ended September 30, 2022 to $777,909 with most of the expenses
having been incurred prior to initiation of any discussion relating to the two target companies. These expenses included $91,325
of research and development expenses relating to using a contractor to develop a camera sensor.

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 3

A decision was made by
the Company to seek capital from the public markets earlier in 2022 which led to recruiting Brandon Torres Declet to be Chief Executive
Officer because of his extensive drone experience, legal background, and in operating a public company. We were retained by the Company
initially on or about April 25, 2022 for the express purpose of going public; at the time there had been no communications about acquiring
the target companies. On or about August 2, 2022, Mr. Declet sent this office a draft Form S-1 to review. That draft did not mention either
target company or any possible acquisition of any particular entity, but did reference potential future acquisitions in a general sense
similar to the disclosure referenced above which appears in the Draft Form S-1 that the Staff reviewed.

According to Mr. Torres
Declet, the initial conversation arose on or about July 30, 2022 with Jeffrey Thompson, the founder and a director of the Company and
Red Cat’s Chief Executive Officer. Mr. Torres Declet had expressed serious concerns that a start-up could successfully consummate
an initial public offering based upon market conditions. This led to the initial discussions about acquiring Fat Shark and Rotor Riot.
Letters of intent were exchanged from late August through October 3, 2022 when Red Cat executed the letter of intent.

Under all of these circumstances,
it is not realistic to say the Company’s chief business is to acquire the target companies. Acquisition is an important step but
the chief business is to operate the targets following closing. Further as the prospectus discloses at page 46 of the Draft Form S-1,
the second goal was to “invest in new products, features and functionality. In addition, we also plan to explore and pursue acquisitions
of products, teams and technologies that complement and expand the functionality of products, add to our technology expertise ….”

Unlike other contexts
in which Rule 140 has been determined by the Staff to apply,[2]
in this case the Company Unusual Machines was not formed and does not exist for the purpose of acquiring Fat Shark and Rotor Riot. Instead,
it intends to acquire these entities to operate as its subsidiaries, a typical corporate structure among holding companies and operating
entities. As referenced above, the offering will not close unless each of Fat Shark and Rotor Riot simultaneously become wholly-owned
subsidiaries of the Company, which is why the Prospectus was prepared with a focus on these entities.

We think the informal
Staff interpretations referred to in Note 2 are not well reasoned and incorrect. For example, in Banhill Corp., the Staff seemed more
focus with Section 3(a)(2) of the Securities Act. Here as we explain below, the Company is strictly liable under Section 11 of the Securities
Act which was not applicable to a Regulation A offering. With ICX, the prospectus stated that the issuer was incorporated for the purpose
of acquiring another corporation which clearly is not the case here. No consideration was given in the request or the no-action letter
as to whether the registrant was purchasing the private corporation with a view to distribution. In OFS Capital, LLC, the Staff dealt
with a proposed acquisition of a subsidiary which would be a small business investment company, or SBIC, and proceeds would be used to
capitalize it over time. The response letter to the Staff’s comment letter noted at page 4 that it would seem to turn the concept
of a holding company upside down by applying Rule 140; there the letter argued that by limiting the proceeds to 45% it was not the “chief
part.” Based on review of subsequent amendments to OFS Capital’s registration statement on Form N-2 to which the comments
related, the Staff appears to have accepted the issuer’s arguments in that case. Another rational Staff interpretation is found
in an old New York Regional Office instruction manual from 1960 where the Staff stated:

(p)       Indirect
Distribution

Devices to secure indirect distribution
without registration have been met by Rule 140

which defines the term “distribution.”
The rule, however, is inapplicable unless the securities are purchased from the issuer.

Example: A corporation sells its own
securities to the public to obtain funds to purchase securities of an affiliate. The publicly held securities are convertible at the end
of one year into securities of the affiliate. The corporation is, therefore, engaged in distributing securities of its affiliate and is
an underwriter.[3]

______________

[2]
See ICX, Inc., 1977 WL 13788 (S.E.C. No - Action Letter Feb. 24, 1977); Banhill
Corp. Rule 140 Interpretation, 1975 WL 11308 (S.E.C. No - Action Letter Sept. 5, 1975).

[3] Instructional Manual,
the Securities Act of 1933 (1960), available at https://www.sechistorical.org/collection/papers/1960/1960_SEC_instr_manual_1933.pdf

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 4

There will be no distribution
of the securities of Fat Shark or Rotor Riot at any time so it is an improper stretch to suggest that Rule 140 applies in the instant
case and the target companies added as co-issuers and even more strange the Company named as not only an issuer but an underwriter, which
has a Section 11 defense.

For Rule 140 to apply,
the Company must be engaged in the distribution of the securities of Fat Shark and Rotor Riot. The Company has no intent to do anything
but retain 100% of each target and grow their respective businesses. While the Share Purchase Agreement contains an investment intent
provision as part of Red Cat’s representations and warranties in Section 4.10, their counsel inadvertently forgot to require it
on the part of the Company. We received an email from their counsel that Red Cat would require the Company to execute and deliver an investment
letter as a condition to closing rather than amending the Agreement.

The essence of whether
a person is an issuer or underwriter should as a practical matter only matter for purposes of determining liability in connection with
an unregistered distribution of securities since those terms are embedded in Rule 140. See SEC v. North American Research & Development
Corp., 280 F. Supp. 106 (S.D.N.Y. 1968), aff’d in part, vacated in part, 424 F.2d 63 (2d Cir. 1970). As we suggest below, in a registered
offering Section 11 of the Securities Act imposes strict liability upon an issuer such as the Company so there is no need to apply the
Rule in this context.

But Rule 140 does use the word” distribution.”
Without a distribution of securities, the Rule cannot apply. Here the only securities being distributed are the common stock of the Company.
The securities of the target companies are not being offered to the public or otherwise offered. The Company will retain those securities
and operate the respective businesses. But the Commission has been clear that the word distribution is synonymous with a public offering.
As early as 1937, the Commission stated: ‘Distribution,’ although not expressly defined in the Act, comprises the entire process
by which in the course of a public offering a block of securities is dispersed and ultimately comes to rest in the hands of the investing
public.” In the Matter of Oklahoma-Texas Trust, 2 S.E.C.764 at 7 (1937). A “distribution”
is equivalent to a public offering of securities. SEC v. Lybrand, 200 F. Supp. 2d 384, 393 (S.D.N.Y. 2002), aff'd on
other grounds sub nom. S.E.C. v. Kern, 425 F.3d 143 (2d Cir. 2005). The definition of “distribution”
as used in § 2(11) [now Section 2(a)(11)] is generally considered to be synonymous with a public offering. Ackerberg v.
Johnson, 892 F.2d 1328, 1336 (8th Cir. 1989). Under the Securities Exchange Act of 1934, the Commission defined distribution similarly
in Rule 100.We have been unable to find the original release under which the Commission adopted Rule 140 but doubt it intended to use
the word distribution in a different manner.

Regardless, as discussed
in the above paragraph there has been and will be no distribution of the securities of Fat Shark or Rotor Riot. It is illogical to say
that since there will be a distribution of the Company’s common stock by an underwriter, one should conclude the Company is the
underwriter of the target companies’ securities.

Rule 140 interprets
Section 2(a)(11), a federal statute, and cannot exceed the scope of the statute

Rule 140 was promulgated
to clarify the application of the definition of “underwriter” under Section 2(a)(11) under the Securities Act in a particular
context. Under the statute, the term “underwriter” requires that there be a distribution from the issuer in question, as well
as the acquisition of the securities in question by the purported underwriter with a view to such distribution. Rule 2(a)(11) was inserted
by Congress undoubtedly in a quest to broaden liability for the sale of an unregistered security. Of course, the Company is not
selling any security of the target companies so it cannot engage in a distribution of them. If Rule 140 were to apply under Section 2(a)(11),
it means that the securities of Fat Shark and Rotor Riot are being purchased by the Company with a view to distribution. But as we make
abundantly clear, the Company has agreed to purchase the stock of Fat Shark and Rotor Riot for investment which is the hallmark of a non-
public offering.

Securities and Exchange Commission

Division of Corporation Finance

March 14, 2023

Page 5

To interpret Rule 140,
and thereby Section 2(a)(11), more broadly would

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.

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 January 12, 2023 Page 2
 FirstName LastNameBrandon Torres Declet
Unusual Machines, Inc.
January 12, 2023
Page 2
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

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 January 12, 2023 Page 3
 FirstName LastNameBrandon Torres Declet
Unusual Machines, Inc.
January 12, 2023
Page 3
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

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 January 12, 2023 Page 4
 FirstName LastNameBrandon Torres Declet
Unusual Machines, Inc.
January 12, 2023
Page 4
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.

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 January 12, 2023 Page 5
 FirstName LastNameBrandon Torres Declet
Unusual Machines, Inc.
January 12, 2023
Page 5
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.

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 January 12, 2023 Page 6
 FirstName LastNameBrandon Torres Declet
Unusual Machines, Inc.
January 12, 2023
Page 6
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.

 FirstName LastNameBrandon Torres Declet
 Comapany NameUnusual Machines, Inc.
 January 12, 2023 Page 7
 FirstName LastName
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 Chie