DroneUp Post-Merger Integration Plan — The First 100 Days

Prepared with reference to the DroneUp Company Profile: Strategic Fit Analysis for Walmart [F-1], which establishes the acquisition thesis, asset inventory, and proposed deal structure this plan operationalizes.

1. Integration Thesis & Guiding Principles

The DroneUp acquisition converts Walmart from a drone delivery customer into a drone platform owner [F-1]. The first 100 days determine whether the assets that justified the purchase price — the FAA Part 135 air carrier certificate, the ATOMx/Uncrew software stack, the engineering team, and three years of Walmart-specific operational data — arrive intact or degrade in transit. This plan is built on a simple thesis: integration success is measured by what we protect in the first 100 days, not what we change.

Guiding Principles

1. Flight operations continuity is non-negotiable. DroneUp's active Part 135 delivery operations in Dallas–Fort Worth continue uninterrupted through close and beyond [F-1][7]. A single Day-1 operational lapse — a grounded fleet, a lapsed authorization, an SMS discontinuity — would impair the regulatory asset at the core of the deal thesis. The DFW network is the live testbed for everything that follows.

2. The FAA certificate and its people are one asset. Part 135 authority is held through demonstrated safety management systems, accountable executives, and named operational personnel [7][F-1]. Retaining the Chief Pilot, Director of Operations, safety leadership, and the CTO's regulatory standing (FAA BVLOS ARC participation) is inseparable from retaining the certificate itself. Retention packages with 2–3 year vesting for the top ~25 regulatory-critical and engineering-critical personnel execute at close, not after [F-1].

3. Preserve the platform, integrate at the edges. ATOMx and Uncrew remain intact product platforms operated by their existing teams. Walmart integrates through defined interfaces — store systems, order management, the Wing/Zipline orchestration layer — rather than absorbing DroneUp engineering into Walmart Global Tech in the first 100 days [F-1].

4. Scale on evidence, not enthusiasm. The prior partnership failed on ~$30/delivery unit economics [F-1]. Store-network expansion beyond DFW is gated on demonstrated cost-per-delivery milestones (sub-$10 trajectory) and M:N operating ratios — the same milestones that drive the earn-out [F-1].

5. DroneUp operates as a distinct subsidiary with a Walmart mandate. Speed, autonomy culture, and aviation safety culture are why the asset is valuable; a premature absorption into Walmart's corporate structure is the fastest way to destroy it. Governance runs through a dedicated Integration Management Office (IMO) reporting to the Chief Supply Chain Officer.

2. Governance & Integration Management Office

Integration governance is designed for one thing: decision speed without safety compromise. Every open question has a named forum, a named decider, and a 48-hour decision SLA — because the assets most at risk (people and certificates) degrade fastest while decisions sit in queues.

Decision rights are explicit from Day 1:

Operating cadence: IMO stand-up weekly with all six workstream lead pairs · Steering Committee bi-weekly (CSCO chair) · Board gate reviews at Day 30 and Day 100. One exception to normal channels: any safety or FAA-certificate matter escalates directly and immediately to the Steering Committee chair and the accountable executive — no queue, no cadence.

3. Integration Workstreams — Day 1 / Day 30 / Day 100

Six workstreams carry the integration, each with a single accountable owner, sequenced against three gates: Day 1 (close — protect and stabilize), Day 30 (baseline and plan — nothing unknown), and Day 100 (integrated and scale-ready).

4. Workstream Charters

Each workstream below is a one-glance charter: accountable owner, the milestones that define the 100-day gate sequence, and the KPIs the Steering Committee reviews bi-weekly.

4.1 Flight Operations

4.2 Technology & UTM

4.3 People & Culture

4.4 Commercial & Stores Rollout

4.5 Regulatory & Safety

4.6 Finance & Synergies

4.7 Hub-in-Supercenter Operating Model

The physical integration pattern below — proven across the 36-hub partnership network [F-1] — is the unit of replication for the stores rollout workstream.

5. Day 1 Readiness Checklist

The following items must be verifiably complete at close ("Day 1"). The IMO runs this checklist twice — at close-minus-7 days (dry run) and at close — and reports completion to the Steering Committee. The live version, with owners and timestamps, is maintained in the PMI Tracker on the Spreadsheet tab.

Legal, Finance & Structure

• Funds flow executed; escrow and earn-out administration agreements live
• Certificate-holding legal entity unchanged; subsidiary governance documents effective
• Payroll, benefits, AP/AR continuity confirmed (TSA where required)
• Synergy and earn-out baselines ($30/delivery, partner rates, DFW throughput) frozen in the close model [F-1]

People & Communications

• Retention agreements signed by top ~25 regulatory- and engineering-critical staff [F-1]
• Day-1 all-hands scheduled (DroneUp CEO + Walmart CSCO); manager talking points distributed
• FAQ live for all ~291 DroneUp employees; no-surprise commitments on comp and benefits [F-1]
• External announcement coordinated: press release, customer notice, partner notifications

Flight Operations & Safety

• DFW flight schedule confirmed for close week — no planned interruption
• Safety Management System, manuals, and named operational personnel unchanged
• Maintenance program, spares inventory, and dispatch procedures verified current

Regulatory

• FAA notified of change of ownership per certificate-transfer guidance [7]
• Inventory of all certificates, waivers, exemptions, and expiry dates in hand
• Regulatory counsel briefed; single point of contact to FAA named

Technology

• ATOMx / Uncrew / AirMap-derived codebases ring-fenced; access controls and IP escrow verified
• No system migrations, re-platforming, or credential changes scheduled for the first 30 days
• Cybersecurity posture review scheduled (Day 15) — aviation systems in scope

6. Synergy Capture Tracking

Synergy tracking is administered as a single register owned by the Finance & Synergies workstream, reviewed bi-weekly by the IMO and quarterly by the Steering Committee. Because 30–40% of deal consideration is an earn-out tied to operational milestones [F-1], synergy tracking and earn-out administration share one evidence base — one set of numbers, no parallel scorekeeping.

Synergy categories and measurement basis:

Operating rules of the register:

• Every synergy has one owner and one evidence standard — a named executive and an agreed data source (flight logs, invoices, contract rates) defined at Day 30, before value is claimed.
• Baselines are frozen at close. The $30/delivery figure, current partner rates, and DFW throughput are locked in the close model so capture is measured against a fixed reference, not a moving one [F-1].
• Phased credibility: synergies are carried at identified → validated → contracted/realized stages; only realized value is reported to the board.
• Costs-to-achieve tracked alongside benefits — retention packages, hub build-outs, and integration engineering are netted in the same report, so the Steering Committee always sees net synergy.

7. KPI Dashboard & Tracking Cadence

Six North-Star KPIs — one per workstream — roll up to the Steering Committee dashboard. Everything else is workstream-level telemetry. The live dashboard, milestone tracker, synergy register, and risk register are maintained in the PMI Tracker workbook on the Spreadsheet tab of this document; the table below defines the contract.

The glidepath trajectory between the $30 baseline and the two contractual earn-out gates (<$10 at Month 18, <$7 at Month 36 [F-1]) is an illustrative planning curve; the Flight Operations workstream validates the actual curve at Day 100 and the Finance workstream re-forecasts quarterly against it.

Reporting rhythm: workstream KPIs refresh weekly in the tracker → IMO reviews exceptions weekly → Steering Committee reviews the six North-Star KPIs bi-weekly → Board sees the full dashboard at the Day 30 and Day 100 gates.

8. Top 5 Integration Risks & Mitigations

9. Communications & Change Management

The prior Walmart–DroneUp relationship ended publicly and painfully [F-1]; this transaction reverses that narrative, and communications must land it deliberately with each audience. One voice, one sequence, no surprises — every stakeholder hears the news from us before they read it elsewhere.

10. Beyond Day 100 — Roadmap to Scale

The 100-day plan is the first gate of a 36-month value-creation arc aligned to the earn-out schedule [F-1]. Day 100 hands off a stabilized, instrumented business to a scaling program:

The end state is the hybrid ecosystem described in the strategic fit analysis [F-1]: Walmart-owned ATOMx orchestrating a multi-operator network (DroneUp proprietary + Wing + Zipline), DBX ground infrastructure at high-demand supercenters, and a cost curve at parity with ground delivery — proprietary control where it matters, partner flexibility where it helps.