03/16/2026 | Press release | Distributed by Public on 03/16/2026 17:05
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-1 Preferred Stock | (1) | (2) | Common Stock | 139,932 | (3) | I | Green Flag Fund I, L.P.(4) |
| Series A-4 Preferred Stock | (1) | (2) | Common Stock | 359,995 | (3) | I | Green Flag Fund I, L.P.(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Zeefe Justin Matthew C/O SWARMER, INC 4515 SETON CENTER PKWY #330 AUSTIN, TX 78759 |
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| /s/ Kostantinos Skordalos, Attorney-in-Fact for Justin Zeefe | 03/16/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of preferred stock will automatically convert into the Issuer's common stock in accordance with the Issuer's Amended and Restated Certificate of Incorporation immediately prior to the completion of the Issuer's initial public offering. |
| (2) | Not Applicable. |
| (3) | The shares of preferred stock will convert into common stock immediately prior to the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Amended and Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of preferred stock will convert on a 1-for-1.8813 basis and such conversion rate is reflected in the amount of common stock underlying the security. |
| (4) | The shares are directly held by Green Flag Fund I, L.P. ("Green Flag Fund"). The Reporting Person is the founder and general partner of Green Flag Ventures, LLC and may be deemed to share voting and dispositive power over the shares held by Green Flag Fund. |
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Remarks: Exhibit 24.1 - Power of Attorney |
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