Swarmer, Inc Common Stock M&A announcement

Adam, please proceed. Thank you, operator, and good morning, everyone.

Before we begin, I want to remind everyone that today's call will include forward-looking statements within the meaning of the federal securities laws. These statements include, among others, statements regarding Swarmer's proposed acquisition of Ratel Robotics, the expected timing and completion of the transaction, required approvals, the anticipated benefits of the combination, integration plans, future operating and financial performance, growth opportunities, technology development, manufacturing capabilities, customer demand, and expansion into new markets. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. These include the possibility that the transaction may not be completed on the expected terms or timeline, or at all.

Additional information about these and other risks included in Swarmer's filings with the Securities and Exchange Commission, including the definitive proxy statement relating to the proposed acquisition and the risk factors described in the company's other filings. Swarmer undertakes no obligation to update forward-looking statements except as required by law. Finally, today's call is being webcast and a recording is expected to be available for replay on the company's investor relations website. Additional information regarding the proposed acquisition is available in the company's related press releases and SEC filings. With that, I'll turn the call over to Swarmer's President and U.S. CEO, Alex Fink. Alex, please go ahead.

Thank you, Adam, and thank you, everyone, for joining. I apologize for the slight delays. Calling in from Ukraine is sometimes nontrivial these days given what's going on. Thank you everyone for your patience. The purpose of today's call is to discuss the details of the proposed Ratel acquisition and why it is strategically important to us. I would like to introduce Taras Ostapchuk. He will speak a bit later today. He is the Founder and CEO of Ratel, and he will continue to lead this business after we hopefully close. He will be instrumental to our ongoing success, and hopefully, we will be a very unified team going forward. As everyone here knows, Swarmer has supported more than 100,000 real-world combat missions in Ukraine, and the goal is now to pair our combat-proven capability and Ratel's combat-proven capability to build unmanned systems across air and ground.

Let me give you a brief overview of Ratel. It was founded in the same year as us, in 2023. It is a very established manufacturer of unmanned ground vehicles in Ukraine. It has more than 300 employees with manufacturing in Ukraine. It has five models that are well-known. You can see them on the website, you can see them in the procurement channels in Ukraine, which are public. The main focus of most of the vehicles to date, or most of the missions that involve ground vehicles to date, is medical evacuation and logistics. But we believe there are other possibilities going forward, and I will discuss those in a bit. This year, Ratel has more than $86 million in confirmed government contracts for 2026, and those are more than 70% prepaid by the government in a secured account.

Clearly the UGV market is doing quite well comparatively, and I will discuss how that compares to previous years. But we are very optimistic about the future, and it is worth noting that in the last procurement cycle, which was in April, Ratel accounted for approximately 37% of all UGV purchases by the Ukrainian government. I wanted to cover a little bit about why we chose to acquire Ratel and why it is important. There are primarily three reasons for this. The first one is the UGV market as a whole. If I look across the market, if you just compare procurement numbers from this year to the previous one, then it is essentially more than 5x growth across the board. UGVs are taking over frontline logistics and medical evacuations.

They are becoming the go-to tool for certain tasks that previously involved humans, and they are saving lives by removing humans from those tasks and doing them robotically. We believe that UGVs are also the universal, the ideal launch platform for aerial assets, for first-person view drones, for interceptors, for anything that flies. In fact, our focus until now has been primarily on first-person view drones and bombers and other smaller drones that are very active in Ukraine right now. And one of the limitations in launching large groups is how long it takes to set them up on the ground. We want to see military units launch 500 drones at a time, 600 drones at a time. But generally speaking, by the time they set up the first five or 10, they have incoming fire from the enemy.

The ability to set up drones on a ground vehicle and not on the ground, we believe could be the unlock to larger groups being flown in the air to what was always the goal of Swarmer from founding, to allow one operator to control hundreds or even thousands of drones by themselves. The third reason is that as we look at this market of manufacture of unmanned ground vehicles, we see that there are essentially no Western manufacturers represented in Ukraine right now. Almost the entire market, almost all the missions, are being driven by Ukrainian UGVs, Ukrainian manufacturers. Even though there are more than 250 UGV manufacturers in Ukraine right now, most of the volume is driven by a few key players. Of these key players, we consider Ratel to be technologically the best.

Some other players may be good at sales or may be good at integrating and bundling with others, but we believe that Ratel, as far as we could tell, has essentially no salespeople, no government relations, no lobbyists of any kind. Their vehicles are being purchased just because the units want them, because they believe that when their life depends on it, when medical evacuation is at stake, they want these vehicles to be the thing they rely on to save their life, potentially. This is really the focus of UGVs. It is saving lives, evacuating people, supplying people with what they need to complete the mission. With this, I want to hand the microphone over to Taras so he can say a few words.

Taras? Thank you, Alex. I am very excited about the opportunity to join forces with Swarmer and what this combination means for the future of Ratel Robotics.

Since founding Ratel in 2023, our mission has been to develop unmanned systems that support Ukrainian defense forces and soldiers. In this time, we have built a strong team, and we are proud of what we have accomplished in a short period of time. What excites me most is the opportunity to build on the foundation with Swarmer's technology and resources. Combining our ground platforms with Swarmer autonomy software could help us develop more advanced and integrated unmanned systems. We also see a significant opportunity to reach customers beyond Ukraine and scale new international commercial and manufacturing partnership. I will continue to lead Ratel alongside our team management and engineering teams.

Our main priority remains delivering for our customers while preparing for the next stage of scaling. We are excited about this next chapter and look forward to working closely with Alex and Swarmer team. With that, I will turn back to Alex to discuss the transaction detail and the next steps.