Swarmer, Inc

S-11 tm2529424-6_s1.htm S-1

As filed with the Securities and Exchange Commission on February 2, 2026.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its charter)

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4515 Seton Center Pkwy #330

Austin, TX 78759

(512) 305-3513

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

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Alexander Fink

Chief Executive Officer (U.S.) and President

4515 Seton Center Pkwy #330

Austin, TX 78759

(512) 305-3513

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated February 2, 2026.

Shares

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 shares of our common stock, par value $0.00001 per share.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We have applied to list our common stock on The Nasdaq Capital Market (Nasdaq), under the symbol “SWMR.” No assurance can be given that our application will be approved. If our common stock is not approved for listing on Nasdaq, we will not consummate this offering. It is a condition to the closing of this offering that the common stock offered hereby has been duly listed on Nasdaq.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Certain of our existing stockholders have indicated an interest in purchasing shares of common stock in this offering at the public offering price. However, because their indications of interest are not binding agreements or commitments to purchase, the underwriter could determine to sell more, fewer or no shares to any of these potential purchasers, and any of these potential purchasers could determine to purchase more, fewer or no shares in this offering. Except as otherwise set forth in this prospectus, the underwriter will receive the same underwriting discount on any of the shares of common stock purchased by these stockholders as they will on any other securities sold to the public in this offering.

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Investing in our common stock involves risks. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying shares of our common stock.

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Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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(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 the underwriter.

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We have granted the underwriter a day option to purchase from us additional shares of common stock at $ per share, less the underwriting discount and commissions, to cover overallotments, if any. If the underwriter exercises this option in full, the total underwriting discounts and commissions payable will be approximately $ and the total proceeds to us, before expenses, will be approximately $ .

Delivery of the shares offered hereby is expected to be made on or about , 2026, subject to satisfaction of certain customary closing conditions.

Sole Bookrunner

Lucid Capital Markets

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Prospectus dated , 2026

Dear Prospective Stockholders,

The global defense landscape is undergoing a profound transformation. Advances in artificial intelligence, autonomous systems and low-cost unmanned platforms are reshaping how modern conflicts are fought, shifting the center of gravity from hardware alone to the intelligence, coordination and software that enable 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, emerging technology and operational execution. As I have built and scaled defense-focused organizations, my work has 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 compelling in test environments yet failed under operational pressure. Public-market investors are rightly skeptical of unproven 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 and intelligent swarming, originating from the cauldron of modern combat in Ukraine. To be clear, Swarmer is not 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-making software 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, in kinetic operational environments.

What differentiates Swarmer is not only its architecture, but the depth of operational data informing it. Since April 2024, Swarmer’s platform has been deployed in Ukraine with more than 100,000 real-world missions in active combat environments, informing the software and machine-learning models that feed into it. These missions generate continuous streams of telemetry, sensor data and operational feedback, which are 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 or simulations. The result is a battle-tested asset that acts as a force multiplier, allowing one operator to control many hardware platforms in real time. The EW (electronic warfare)/jamming environment of the Ukraine battle space is the most intense on earth. This is where Swarmer technology is tested and used daily. Not in artificial test ranges of NATO or the USG.

As unmanned systems proliferate globally by the millions, software becomes the critical enabler. The largest problems are how effectively disparate systems can be coordinated, how quickly decisions can be made in contested environments, and how well autonomy performs when communications are degraded or denied. Swarmer’s mission is solving these problems at scale.

I chose to join Swarmer because it has already crossed what I believe to be the most difficult threshold in defense technology — proving relevance under real operational stress. The company’s technology has not only survived combat conditions in Ukraine; it has improved because of them. This distinction matters deeply in an industry where many solutions are conceived for yesterday’s threats or optimized for controlled environments.

With the relatively inexpensive first-person view (FPV) drone market accelerating and the U.S., allied and foreign governments significantly increasing defense spend, I am excited by the company’s forward trajectory. Swarmer is approaching a significant new product release that builds directly on its combat-validated foundation, extending its capabilities while preserving platform agnosticism. Swarmer’s autonomous technology, paired with affordable FPV drones, creates a massive growth opportunity globally. Each successive mission strengthens the underlying models, reinforcing the compounding nature of its R&D and data advantage. In my experience, this type of feedback loop, where real-world use continuously improves the product, is what separates enduring platforms from transient solutions.

As non-Executive Chairman, my role is not to manage day-to-day operations, but to support Swarmer’s transition into its next phase of growth as a public company. I bring significant experience working with defense ministries, military leadership and security institutions globally, as well as a clear understanding of how disruptive technologies move from operational success to institutional adoption. My role will be focused on shaping strategy, navigating geopolitical risks, and driving partnerships and adoption through my extensive global network.

I am honored to serve as non-Executive Chairman and I look forward to building long-term value alongside our stockholders as Swarmer advances the future of intelligent, coordinated autonomy.

Sincerely,

Erik Prince

Non-Executive Chairman