| FORM 3 |
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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/13/2026 |
3. Issuer Name and Ticker or Trading Symbol
GMR Solutions Inc. [ GMRS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 14,785,611 | I | See Footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 2015 Warrants | (3) | 05/20/2034 | Class A Common Stock | 98,866,588.4 | $0.0001 | I | See Footnotes(1)(2) |
| 2018 Warrants | (3) | 03/14/2028 | Class A Common Stock | 609,763.54 | $0.0001 | I | See Footnotes(1)(2) |
| 2021 Warrants | (3) | 12/17/2031 | Class A Common Stock | 192,657 | $0.0001 | I | See Footnotes(1)(2) |
| 2024 Class A Warrants | (3) | 05/20/2034 | Class A Common Stock | 3,418,867 | $0.01 | I | See Footnotes(1)(2) |
| 2026 Class A Private Placement Warrant | (3) | 05/15/2036 | Class A Common Stock | 28,639,806.2307 | $0.01 | I | See Footnotes(1)(2) |
| 2026 Class B Private Placement Warrant | (3) | 05/15/2036 | Class B Common Stock(4) | 2,718,112.5746 | $0.01 | I | See Footnotes(1)(2) |
| 2026 Preferred Exchange Warrant | (3) | 05/14/2036 | Class A Common Stock | 12,381,051 | $0.01 | I | See Footnotes(1)(2) |
| 2026 Class A Pref Redemption Warrant | (3) | 05/14/2036 | Class A Common Stock | 9,133,035 | $0.01 | I | See Footnotes(1)(2) |
| 2026 Class B Pref Redemption Warrant | (3) | 05/14/2036 | Class B Common Stock(4) | 2,297,554 | $0.01 | I | See Footnotes(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are beneficially owned by Pegasus Aggregator Holdco LLC. Pegasus Aggregator Parent LLC is the sole member of Pegasus Aggregator Holdco LLC. KKR GMR Consolidated Aggregator LLC is the sole member of Pegasus Aggregator Parent LLC. KKR North America Fund XI (AMG) LLC is the managing member of KKR GMR Consolidated Aggregator LLC. KKR AMG Managing Member LLC is the managing member of KKR North America Fund XI (AMG) LLC. Messrs. Henry R. Kravis and George R. Roberts are the sole members of KKR AMG Managing Member LLC. |
| 2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| 3. These warrants are fully vested. |
| 4. Each share of Issuer Class B common stock ("Class B Common Stock") will automatically convert into one share of Issuer Class A common stock upon the sale or other transfer of such share of Class B Common Stock by the holder thereof to a person other than a permitted transferee. Each share of Class B Common Stock is non-voting, except as may be required by law or otherwise provided by the Issuer's certificate of incorporation. |
| Remarks: |
| Exhibit List: Exhibit 24 - Powers of Attorney |
| See Exhibit 99.1 | 05/13/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||