Tokyo, September 22, 2025 – Terra Drone Corporation, a leading drone and Urban Air Mobility (UAM) technology company headquartered in Japan, announced that at its Board of Directors meeting held on September 16, 2025, it resolved to acquire all remaining shares of Aloft Technologies, Inc. (Headquarters: State of Delaware, U.S.A., CEO: Jonathan Hegranes; hereinafter “Aloft”), an equity-method affiliate of the Company, thereby making Aloft a wholly owned subsidiary, as outlined below.
1. Reason for Share Acquisition
Under its mission of “Unlock ‘X’ Dimensions” (integrating different dimensions to create a prosperous future), Terra Drone has been engaged in the development of drones and the provision of related solutions, as well as the development and provision of unmanned aircraft system traffic management (UTM) to support the safe and efficient operation of drones.
Terra Drone has a cumulative track record of more than 3,500 projects in the fields of surveying, inspection, agriculture, and UTM (Note 1). It has consistently ranked within the top two of the global industrial drone service company rankings published by Drone Industry Insights since 2019, achieving the No.1 position worldwide in 2024. Furthermore, Terra Drone was awarded the Minister of Land, Infrastructure, Transport and Tourism (MLIT) Award at the Japan Startup Awards 2025 hosted by the Ministry of Economy, Trade and Industry (METI).
The UTM developed and provided by Terra Drone is a platform translated in Japanese as “Unmanned Aircraft Operation Management System,” which enables the safe and efficient management of multiple drone operations. In Japan, the amendment to the Civil Aeronautics Act in December 2022 made it permissible for drones to conduct Beyond Visual Line of Sight (BVLOS) flights over populated areas (Level 4). Globally as well, the utilization of drones and urban air mobility (UAM) is attracting attention across a wide range of fields, including logistics, security, and disaster response, thereby increasing the importance of traffic management and safety measures. Looking ahead, as more drones are expected to operate and low-altitude airspace becomes increasingly congested, the establishment of UTM systems will be indispensable for ensuring safety in BVLOS operation, similar to how road traffic infrastructure supports automobile operations and how air traffic control ensures the safe operation of aircraft.
The United States, in particular, represents one of the world’s largest drone markets. According to data from the Federal Aviation Administration (FAA), as of July 2025, more than 800,000 drones have been registered (Note 2). Furthermore, in June 2025, the FAA issued a Presidential Executive Order for the promotion of the drone industry, and in August published a proposed rule (Part 108) concerning Beyond Visual Line of Sight (BVLOS) operations, thereby advancing the institutional framework for BVLOS drone flights.
In this market environment, Terra Drone made Unifly NV (“Unifly”), a UTM provider based in Belgium, a consolidated subsidiary in July 2023, and in February 2024 made Aloft, which operates a UTM business in the United States, an equity-method affiliate. Together with Unifly and Aloft, Terra Drone has been promoting the development of functions and social implementation aligned with regulatory frameworks and operational requirements in Europe and the United States. By collaborating with Unifly and Aloft, Terra Drone has established a “Global UTM Group,” and the UTM provided by Terra Drone’s group has already been deployed in 10 countries worldwide (Note 3). In addition, the three companies have jointly commenced the development of an air traffic management system for UAM targeting regions outside Japan, including Europe, the Americas, the Middle East, and Asia.
Aloft is a leading company in the U.S. UTM industry that provides integrated solutions combining UTM with fleet management systems (Note 4). As an FAA-certified UTM service provider of drones, Aloft holds a market share of over 84% in LAANC (Note 5), the U.S. UTM system implemented by the FAA in 2018 (Note 6). Through its solutions, more than one million drone flight authorization applications have been processed across the United States (Note 7), thereby contributing to the establishment of a safe and efficient drone operating environment in the country. Furthermore, Terra Drone has obtained SOC 2 Type II and ISO 27001 certifications, ensuring the establishment and operation of an information security framework that complies with international standards.
By making Aloft a wholly owned subsidiary, Terra Drone will strengthen its customer base in the United States, secure demand in the world-leading U.S. UTM market, and accelerate the global expansion of its UTM business through prompt and more integrated decision-making. Through this initiative, Terra Drone will further reinforce its foundation as the “Global UTM Group” and is committed to becoming “the global platformer of the low-altitude economy”.
2. Overview of the Subsidiary Subject to Change (Aloft)
3. Number of Shares to Be Acquired, Acquisition Price, and Shareholding Before and After Acquisition
1) Target Company：Aloft
2) Executing Company：Terra Drone USA, Inc.（Established as a wholly owned subsidiary of the Company）
3) Number of Shares to Be Acquired, Acquisition Price, and Shareholding Before and After Acquisition
4) Acquisition Terms, etc.：
The acquisition price is approximately USD 0.22 (JPY 32) per share of common stock, approximately USD 0.71 (JPY 104) per share of preferred stock, approximately USD 382 thousand (JPY 56,123 thousand) per SAFE, and approximately USD 0.21 (JPY 31) per stock option. To ensure fairness in this share acquisition, the Company has obtained a stock valuation report from Shinobium Co., Ltd., an independent third-party valuation firm.
5) Funds for Share Acquisition：
The funds for this acquisition are scheduled to be provided from the internal resources of the Company and its group.
6) Data
4. Overview of the Executing Company (Terra Drone USA, Inc.)
5. Overview of the Counterparty of the Share Acquisition
No significant capital, personnel, or business relationships exist with other counterparties.
6. Method and Procedures of Share Acquisition
The acquisition of shares will be conducted by paying cash consideration to existing shareholders and acquiring more than two-thirds of the shares of Aloft. Subsequently, pursuant to the General Corporation Law of the State of Delaware, the Company will establish Terra Drone USA, Inc. as a special purpose company in Delaware, and will merge it with Aloft, with Aloft as the surviving company (reverse triangular merger). Through this procedure, Terra Drone will pay cash consideration to the existing shareholders of Aloft and acquire 100% of Aloft’s common shares. The procedures to make Aloft a wholly owned subsidiary are expected to be completed by the end of December 2025.subject to the necessary approvals and authorizations from relevant authorities in each jurisdiction.
7. Future Outlook
The impact of this transaction on Terra Drone’s consolidated financial results for the fiscal year ending January 2026 is currently under review. Terra Drone plans to disclose relevant information by the end of December 2025.
Editor’s Notes
(Note 1) As of August 2024.
(Note 2) FAA, Drones by the Numbers, https://www.faa.gov/uas
(Note 3) Based on the “Global Market Research Project on UTM (Unmanned Aircraft System Traffic Management) – Final Report” prepared by Arthur D. Little Japan, Inc., commissioned on a paid basis by SMBC Nikko Securities Inc., utilizing information from UTM-related regulatory authorities and organizations, various drone industry reports, publicly available information of drone-related companies, and interviews with industry experts.
(Note 4) A fleet management system is a platform that enables centralized management of aircraft registration, pilot certification, flight planning, and flight logs. It serves as an operational infrastructure that allows operators to manage their operations safely and efficiently.
(Note 5) LAANC stands for Low Altitude Authorization and Notification Capability. It is a system introduced by the FAA that enables drone operators to obtain real-time authorization for flights in controlled airspace (e.g., around airports).
(Note 6) Calculated based on FAA LAANC reports and Aloft user data.
Source: “Aloft Launches New Fleet & UTM Capabilities, Surpassing 84% of LAANC Airspace Authorizations In September,” https://www.aloft.ai/blog/aloft-launches-new-fleet-utm-capabilities-surpassing-84-of-laanc-airspace-authorizations-in-september/
(Note 7) Calculated based on FAA LAANC reports and Aloft user data.
Source: “State of LAANC: Aloft Crosses 1M Airspace Authorizations,” https://www.aloft.ai/blog/state-of-laanc-aloft-crosses-1m-airspace-authorizations/
(Note 8) As of August 31, 2025
(Note 9) Annual average exchange rate: JPY 131.43
(Note 10) Annual average exchange rate: JPY 140.56
(Note 11) Annual average exchange rate: JPY 151.58
(Note 12) As of September 16, 2025
About Terra Drone Corporation
Terra Drone Corporation, headquartered in Japan, is a global leader in drone and Advanced Air Mobility (AAM) solutions. Dedicated to the mission of “Unlock ‘X’ Dimensions”, the company is committed to creating a prosperous future by “crossing” bridges—integrating diverse fields to foster innovation and find solutions. Specializing in surveying, inspections, agriculture, and UAS Traffic Management (UTM), Terra Drone serves industries such as oil and gas, construction, chemicals, energy, and agriculture.
With a portfolio of over 3,000 completed projects worldwide, Terra Drone has achieved significant milestones in the drone operations field. In July 2023, the company acquired a majority stake in Unifly, a world-leading provider of UTM platform, with deployments in over eight countries, followed by an investment in U.S.-based Aloft Technologies in February 2024, further expanding its capabilities in UTM.Terra Drone was listed on the Tokyo Stock Exchange Growth Market (Stock Code: 278A) on November 29, 2024. It also secured top spot in Global Drone Service Provider Rankings for 2024. Furthermore, at the Japan Startup Awards 2025 hosted by the Ministry of Economy, Trade and Industry (METI), Terra Drone was honored with the Minister of Land, Infrastructure, Transport and Tourism (MLIT) Award in recognition of its initiatives addressing social challenges in the infrastructure and transportation sector.
Recognized by Drone Industry Insights as one of the top three industrial drone service providers globally for five consecutive years, Terra Drone aims to build the digital infrastructure necessary to unlock the full potential of drones and AAM solutions. For more information, please visit our website: http://www.terra-drone.net
About Aloft Technologies
Aloft Technologies, Inc., founded in 2015, is at the forefront of drone fleet and airspace management. Powering over two thirds of all drone airspace authorizations in the United States, Aloft is the #1 FAA-approved LAANC UAS Service Supplier (USS). Aloft’s patented dynamic airspace platform is integral to the Aloft UTM which has, to date, powered over 1 million airspace authorizations. Aloft’s diverse user base spans recreational, commercial, government, law enforcement, and advanced air mobility sectors. Air Aware is the latest edition to Aloft’s UTM platform that also includes Air Control for advanced fleet, team, and airspace management, and Geo for public safety and other verified agencies to publish safety and compliance information directly onto the Aloft airspace maps.
For more information, please visit https://www.aloft.ai/
About Unifly NV
Unifly is a leading aviation tech company dedicated to enhancing the safety and efficiency of autonomous aviation with cutting-edge technology. The Unifly platform acts as a crucial bridge within the UAS ecosystem, enabling the safe and secure integration of next-generation aircraft into the airspace. By digitizing and automating traffic management and integrating seamlessly with drones and Urban Air Mobility (UAM), Unifly addresses the exponential growth in air traffic expected in the coming decades. The company has a proven track record of implementing more than ten commercial UTM deployments, establishing it as a world leader in this industry.
For more information, please visit the website at Unifly.aero or contact us at press@unifly.aero.
Media Contact:
PR Team, Terra Drone Corporation
Tel: +81-3-6419-7193
Email: pr@terra-drone.co.jp
