Starfighters Space, Inc. 8-K

What Happened

• Starfighters Space, Inc. announced on December 17–18, 2025 that it completed a Tier 2 Regulation A offering and began trading its common shares on the NYSE American under the ticker "FJET." The company sold 6,145,364 common shares at $3.59 per share for gross proceeds of about $22.1 million (before selling agent commissions and fees). It also issued 61,402 Agent’s Warrants to Digital Offering, LLC (exercisable at $3.59 until Sept 6, 2029).
• Upon listing on the NYSE American, the company converted existing obligations into equity: 3,834,857 shares were issued on December 18, 2025 under the automatic conversion of about $8.26 million of 8% secured convertible debentures, and 404,312 shares were issued to Space Florida in conversion of a subsidiary loan of about $1.45 million.

Key Details

• Regulation A offering: 6,145,364 shares at $3.59 each; gross proceeds ≈ $22.1 million.
• Selling agent commissions and transaction fees: approximately $1.65 million (will reduce net proceeds).
• Agent’s Warrants: 61,402 warrants exercisable at $3.59/share until Sept 6, 2029.
• Debt-to-equity conversions on Dec 18, 2025: 3,834,857 shares (≈ $8.26M in debentures) and 404,312 shares (≈ $1.45M loan to Space Florida).
• Total new shares issued in these transactions: 10,384,533 shares (offering + conversions).
• Securities issued under exemptions: Regulation A (Section 3(b)) for the offering and warrants; Section 3(a)(9) for the debenture conversion; Section 4(a)(2) for the Space Florida conversion.
• Press releases announcing the offering close (Dec 17) and NYSE American trading commencement (Dec 18) were filed as exhibits.

Why It Matters

• Capital and liquidity: The Reg A raise brings in gross proceeds of roughly $22.1M to fund operations or growth initiatives, while NYSE American listing (ticker FJET) provides broader market access and potential liquidity for shareholders.
• Debt and balance sheet impact: Conversion of convertible debentures and a subsidiary loan into equity reduces the company’s debt burden but increases the share count.
• Dilution and future potential dilution: Issuing over 10.3 million new shares plus the Agent’s Warrants increases outstanding shares and can dilute existing holders; warrants could add further dilution if exercised.
• Costs: Selling agent commissions (~$1.65M) and transaction fees reduce net proceeds from the offering.

Investors should note the concrete figures for shares issued, proceeds, debt conversions, and warrants when assessing ownership percentage, potential dilution, and the company’s post-listing capitalization.