Swarmer Inc美股招股说明书(2026-03-17版)

Swarmer, Inc Common Stock This is a firm commitment underwritten initial public offering of shares of common stock of Swarmer,Inc, a Delaware corporation (the Company). We are offering 3,000,000 shares of our common stock, parvalue $0.00001 per share. Prior to this offering, there has been no public market for our common stock. The initial public offeringprice is $5.00 per share of common stock. Our common stock has been approved for listing on The NasdaqCapital Market (Nasdaq), under the symbol “SWMR.” It is a condition to the closing of this offering that thecommon stock offered hereby has been duly listed on Nasdaq. We are an “emerging growth company” and a “smaller reporting company” as defined under the federalsecurities laws and, as such, we have elected to comply with certain reduced reporting requirements for thisprospectus and may elect to do so in future filings. See “Prospectus Summary — Implications of Being anEmerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves risks. See “Risk Factors” beginning on page10to read about factorsyou should consider before buying shares of our common stock. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representationto the contrary is a criminal offense. (1)We have agreed to pay the underwriter a cash fee equal to 6.0% of the gross proceeds of this offering.This does not include the reimbursement of certain expenses of the underwriter we have agreed to pay.See the section titled “Underwriting” for additional information regarding compensation payable to theunderwriter. We have granted the underwriter a 30-day option to purchase from us additional 450,000 shares ofcommon stock based on the initial public offering price per share of $5.00, less the underwriting discountand commissions, to cover overallotments, if any. If the underwriter exercises this option in full, the totalunderwriting discounts and commissions payable will be approximately $1.0 million and the total proceedsto us, before expenses, will be approximately $16.2 million. Delivery of the shares offered hereby is expected to be made on or about March18, 2026, subject tosatisfaction of certain customary closing conditions. Sole Bookrunner Lucid Capital Markets Prospectus dated March16, 2026 DearProspective Stockholders, The global defense landscape is undergoing a profound transformation. Advances in artificialintelligence, autonomous systems and low-cost unmanned platforms are reshaping how modern conflicts arefought, shifting the center of gravity from hardware alone to the intelligence, coordination and software thatenable systems to operate effectively at scale. It is against this backdrop that I am honored to serve as non-Executive Chairman of Swarmer. Over the course of my career, I have worked at the intersection of national security, emergingtechnology and operational execution. As I have built and scaled defense-focused organizations, my workhas consistently centered on identifying technologies with the potential to meaningfully change outcomes,not in theory, but in real-world conditions. I have evaluated countless innovations that appeared compellingin test environments yet failed under operational pressure. Public-market investors are rightly skeptical ofunproven claims. I share their skepticism. It is precisely why Swarmer stood out to me. Swarmer is a software-first defense technology company focused on collaborative autonomy andintelligent swarming, originating from the cauldron of modern combat in Ukraine. To be clear, Swarmer isnot a drone manufacturer and is not dependent on any single platform, supplier, or hardware lifecycle.Instead, Swarmer operates at the intelligence layer, developing autonomy, coordination and decision-makingsoftware that enables large numbers of low-cost unmanned systems to operate together as a coherent,resilient force. Everything Swarmer develops is rigorously tested where it matters most: outside the wire, inkinetic operational environments. What differentiates Swarmer is not only its architecture, but the depth of operational data informing it.Since April2024, Swarmer’s platform has been deployed in Ukraine with more than 100,000 real-worldmissions in active combat environments, informing the software and machine-learning models that feed intoit. These missions generate continuous streams of telemetry, sensor data and operational feedback, whichare used to refine performance, increase resilience and accelerate learning. This cycle — deploy, observe,adapt and improve — creates a compounding advantage that cannot be replicated in laboratories orsimulations. The result is a battle-tested asset that acts as a force multiplier, allowing one operator to controlmany hardware platforms in real time. The EW (electronic warfare)/jamming environment of the Ukraineba