06/12/2026 | Press release | Distributed by Public on 06/12/2026 14:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $11.5 | 06/11/2026 | X | 2,000,000 | (4) | (4) | Common Stock, par value $0.0001 per share | 2,000,000 | $ 0 | 0 | I | See footnotes(2)(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AE RED HOLDINGS, LLC C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PKWY NW BOCA RATON, FL 33487 |
X | |||
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GREENE MICHAEL ROBERT C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PKWY NW BOCA RATON, FL 33487 |
X | X | ||
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ROWE DAVID H. C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PKWY NW BOCA RATON, FL 33487 |
X | X | ||
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AE INDUSTRIAL PARTNERS FUND II-B, LP C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PKWY NW BOCA RATON, FL 33487 |
X | X | ||
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AE INDUSTRIAL PARTNERS FUND II, LP C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PKWY NW BOCA RATON, FL 33487 |
X | X | ||
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AE INDUSTRIAL PARTNERS FUND II-A, LP C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PKWY NW BOCA RATON, FL 33487 |
X | X | ||
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AEROEQUITY GP, LLC C/O AE INDUSTRIAL PARTNERS, LP 6700 BROKEN SOUND PKWY NW BOCA RATON, FL 33487 |
X | X | ||
| /s/ Alexander M. Schwartz by Power of Attorney | 06/12/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | On June 11, 2026, the reporting person exercised warrants to purchase 2,000,000 shares of the Issuer's common stock for $11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 1,070,565 of the warrant shares to pay the exercise price and issuing the reporting person the remaining 929,435 shares. |
| (2) | Voting and dispositive power with respect to the securities held by AE Red Holdings, LLC ("AE Red") and the AE Funds (as defined below) is exercised by Michael Greene and David H. Rowe, the managing members of AeroEquity GP, LLC, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP"). AE Fund II GP is the general partner of the AE Funds (as defined below). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of AE Red. |
| (3) | Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (4) | The warrants will expire five years after the date of the Issuer's business combination (subject to certain exceptions provided by the governing warrant agreement). |
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Remarks: Kirk Michael Konert and Michael Robert Greene serve as Managing Partners of AE Industrial Partners, LP and AE Industrial Partners, LP may, therefore, be considered a director of the Issuer by deputization. |
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