XTI Aerospace, a developer of the TriFan 600 VTOL aircraft, has strategically acquired Drone Nerds, a major US drone distributor, for approximately $40 million. The purchase consideration included $20 million in cash, $11.9 million in promissory notes, and $9.7 million in equity. This equity is granted as units exchangeable for 6.5 million XTI common shares, representing 19.9% of its pre-acquisition outstanding stock, subject to a lock-up until November 2026.
Immediately following the acquisition, XTI secured a $25 million private placement investment from Unusual Machines, a strategic investor and drone manufacturer. This funding was executed through the issuance of Series 10 Convertible Preferred Stock, convertible into common shares at $1.492 pending shareholder approval.
The acquisition is a foundational step for XTI, dramatically expanding its scale and providing an immediate, profitable revenue base. Drone Nerds brings a ten-year record of profitability, with over $100 million in 2024 revenue. XTI gains a market-leading position in unmanned aircraft systems, including critical expertise in systems design, hardware, software, and enterprise drone solutions. This move solidifies XTI’s strategy to build a comprehensive portfolio for the emerging Vertical Economy.
Leadership from both companies highlighted the strategic synergy. XTI’s CEO stated the acquisition builds a comprehensive vertical flight portfolio. Drone Nerds’ CEO emphasized their expanded capability to capture higher-margin enterprise business, grow in autonomous flight and drones-as-a-service, and support a broad customer base. The CEOs also noted the unprecedented opportunity created by the US intensifying its ban on Chinese drone companies, positioning the combined entity to define the domestic drone landscape and advance U.S. drone leadership in line with a recent White House Executive Order.
