~~Table~~As offiled ~~Contents~~with the U.S. Securities and Exchange Commission on May 26, 2026.

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No. 333-

AsUNITED ~~filed~~STATES ~~with the Securities and Exchange Commission on November 17, 2025~~

~~333-~~ SECURITIES AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES~~D.C. 20549

~~SECURITIES~~FORM ~~AND~~S-1 ~~EXCHANGE COMMISSION~~

~~Washington,~~REGISTRATION ~~D.C.~~STATEMENT ~~20549~~

~~S-1~~UNDER

~~REGISTRATION~~THE SECURITIES ~~STATEMENT~~ACT OF 1933

~~UNDER~~Firefly Aerospace Inc.

~~THE~~(Exact ~~SECURITIES~~name ~~ACT~~of OFregistrant ~~1933~~as specified in its charter)

Firefly Aerospace Inc.


Delaware	3761	81-5194980
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

~~(Exact~~2203 ~~name~~Scottsdale ofDrive ~~registrant as specified in its charter)~~

Delaware		3761		81-5194980
(State or other jurisdiction ofincorporation or organization)		(Primary Standard IndustrialClassification Code Number)		(I.R.S. EmployerIdentification No.)

Leander, TX 78641

~~1320~~512-893-5570 ~~Arrow Point Drive #109~~

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

TXJason Kim

~~78613~~Chief Executive Officer

~~512~~2203 Scottsdale Drive

~~893-5570~~Leander, TX 78641

~~(Address,~~512-893-5570 ~~including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~

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

~~Chief~~Copies ~~Executive~~of ~~Officer~~all communications, including communications sent to agent for service, should be sent to:

~~1320~~Robert ~~Arrow~~M. Hayward, P.C.Kevin M. FrankKirkland & Ellis LLP333 West Wolf Point PlazaChicago, IL 60654(312) 862-2000 David Wheeler, General Counsel Emily A. Coskey, Associate General Counsel 2203 Scottsdale Drive ~~#109~~Leander, TX 78641 512-893-5570 Michael Kaplan Stephen Byeff Steven Glendon Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000

~~Cedar~~Approximate ~~Park~~date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

~~78613~~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: ☐

~~893-5570~~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(~~Name,~~c) ~~address,~~under ~~including~~the ~~zip~~Securities ~~code~~Act, check the following box and ~~telephone~~list ~~number,~~the ~~including~~Securities ~~area~~Act registration ~~code,~~statement number of ~~agent~~the earlier effective registration statement for ~~service)~~the same offering. ☐

~~Copies~~If ofthis ~~all~~Form ~~communications,~~is ~~including~~a ~~communications~~post-effective amendment ~~sent~~filed pursuant to ~~agent~~Rule ~~for~~462(d) ~~service~~under the Securities Act, ~~should~~check bethe ~~sent~~following ~~to:~~box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Robert~~Indicate M.by ~~Hayward~~check mark whether the registrant is a large accelerated filer, ~~P.C.Kevin~~an Maccelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. ~~FrankAshley~~See ~~SinclairKirkland~~the &definitions ~~Ellis~~of ~~LLP333~~“large ~~West~~accelerated ~~Wolf~~filer,” ~~Point~~“accelerated ~~PlazaChicago~~filer,” IL“smaller ~~60654(312)~~reporting ~~862~~company,” and “emerging growth company” in Rule 12b-~~2000~~2 ~~David~~of ~~WheelerGeneral~~the ~~Counsel1320~~Securities ~~Arrow~~Exchange ~~Point~~Act ~~Drive~~of ~~#109Cedar~~1934. ~~Park,~~(Check TXone): ~~78613512-893-5570~~

~~Approximate~~Large ~~date~~accelerated offiler ~~commencement~~☐ ofAccelerated ~~proposed~~filer ~~sale~~☐ toNon-accelerated ~~the~~filer ~~public~~☒ Smaller reporting company ☐ Emerging growth company ☒

If ~~any~~an ofemerging ~~the~~growth ~~securities~~company, ~~being~~indicate ~~registered~~by oncheck ~~this~~mark ~~Form~~if ~~are~~the registrant has elected not to beuse ~~offered~~the onextended atransition ~~delayed~~period for complying with any new or ~~continuous~~revised ~~basis~~financial accounting standards provided pursuant to ~~Rule~~Section 7(a)(2)(B) ~~415~~of ~~under~~ the Securities Act of 1933~~, check the following box:~~. ☒☐

IfThe registrant hereby amends this ~~Form~~registration isstatement ~~filed~~on tosuch ~~registered~~date ~~additional~~or ~~securities~~dates ~~for~~as anmay ~~offering~~be ~~pursuant~~necessary to ~~Rule~~delay ~~462(b)~~its ~~under~~effective ~~the~~date ~~Securities~~until ~~Act,~~the ~~please~~registrant ~~check~~shall file ~~the~~a ~~following~~further ~~box~~amendment ~~and~~which ~~list~~specifically ~~the~~states ~~Securities~~that ~~Act~~this registration statement ~~number~~shall thereafter become effective in accordance with Section 8(a) of the ~~earlier~~Securities ~~effective~~Act of 1933 or until this registration statement ~~for~~shall become effective on such date as the ~~same~~Securities ~~offering~~and Exchange Commission, acting pursuant to said Section 8(a), may determine. ☐

IfThe information in this ~~Form~~prospectus is anot ~~post-effective~~complete ~~amendment~~and ~~filed~~may ~~pursuant~~be tochanged. ~~Rule~~We ~~462(c)~~and ~~under~~ the ~~Securities~~selling ~~Act,~~securityholders ~~check~~may not sell these securities until the ~~following~~registration ~~box~~statement ~~and~~filed ~~list~~with the Securities ~~act~~and ~~registration~~Exchange ~~statement~~Commission ~~number~~is ofeffective. ~~the~~This ~~earlier~~prospectus ~~effective~~is ~~registration~~not ~~statement~~an ~~for~~offer to sell these securities, and it is not soliciting offers to buy these securities, in any jurisdiction where the ~~same~~offer ~~offering~~or sale is not permitted. ☐

IfSubject ~~this Form is a post-effective amendment filed pursuant~~ to ~~Rule~~Completion, ~~462(d)~~dated ~~under the Securities Act~~May 26, ~~check~~2026 ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐~~

~~non-accelerated~~12,000,000 Shares

LOGO

~~12b-2~~Common Stock

~~Large~~We ~~accelerated~~are ~~filer~~offering ☐4,000,000 ~~Accelerated~~shares ~~filer~~and ☐the ~~Non-accelerated~~selling ~~filer~~securityholders ☒named ~~Smaller~~in ~~reporting~~this ~~company~~prospectus ☐(the ~~Emerging~~“Selling ~~growth~~Securityholders”) ~~company~~are ☒offering 8,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of Firefly Aerospace Inc. (“Firefly Aerospace”).

IfWe intend anto ~~emerging~~use ~~growth~~net ~~company,~~proceeds ~~indicate~~received by ~~check~~us ~~mark~~from ifthis ~~the~~offering ~~registrant has elected not to use the extended transition period~~ for ~~complying~~general ~~with~~corporate ~~any~~and ~~new~~working orcapital ~~revised~~purposes. ~~financial~~See ~~accounting~~“Use ~~standards provided pursuant to Section 7(a)(2)(B)~~ of ~~the Securities Act of 1933~~Proceeds. ☐”

~~The~~We will ~~registrant~~not ~~hereby~~receive ~~amends~~any ~~this~~proceeds ~~registration~~from ~~statement~~the onsale ~~such~~of ~~date~~shares orof ~~dates~~Common asStock ~~may~~by bethe ~~necessary~~Selling toSecurityholders ~~delay~~pursuant ~~its~~to ~~effective~~this ~~date~~prospectus. ~~until~~However, ~~the~~we ~~registrant~~will ~~shall~~pay ~~file~~the aexpenses, ~~further~~other ~~amendment~~than ~~which~~underwriting ~~specifically~~discounts ~~states~~and ~~that~~commissions ~~this~~and ~~registration~~certain ~~statement~~other ~~shall~~expenses incurred ~~thereafter~~by ~~become~~the ~~effective~~Selling Securityholders in ~~accordance~~connection with ~~Section 8(a) of~~ the ~~Securities~~registration ~~Act~~ of ~~1933 or until this registration statement shall become effective on such date as~~ the ~~Securities~~Common ~~and Exchange Commission, acting pursuant to said Section 8(a), may determine~~Stock.

~~Table~~You ofshould ~~Contents~~read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

~~The~~Our ~~information~~Common inStock ~~this prospectus~~ is ~~not~~listed ~~complete~~on ~~and may be changed. We may not sell these securities until~~ the ~~registration~~Nasdaq ~~statement~~Global ~~filed~~Market ~~with~~under the ~~Securities and Exchange Commission is effective~~symbol “FLY.” ~~This~~On ~~prospectus is not an offer to sell these securities~~May 22, ~~and it is not soliciting offers to buy these securities~~2026, inthe ~~any~~closing ~~jurisdiction~~price ~~where~~of ~~the~~our ~~offer~~Common orStock ~~sale~~was is$49.50 ~~not~~per ~~permitted~~share.

~~PROSPECTUS~~Pursuant to the Director Nomination Agreement, AE Industrial Partners, as representative of the Investor Group (~~Subject~~as todefined ~~Completion~~below), and as a result of the receipt of certain voting proxies, controls a majority of the voting power of our outstanding Common Stock with respect to the election of our directors, and as a result we are a controlled company within the meaning of corporate governance standards. See “Risk Factors.”

~~Dated~~We ~~November~~are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the ~~17,~~“JOBS ~~2025~~Act”) and have elected to comply with certain reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company.”

~~11,111,116~~Investing ~~Shares~~in our Common Stock involves risks. See “Risk Factors” beginning on page 8 of this prospectus and the risk factors in the documents incorporated by reference in this prospectus to read about factors you should consider before buying shares of our Common Stock.

~~Common~~Neither ~~Stock~~the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 11,111,116 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of Firefly Aerospace Inc. (“Firefly Aerospace”) that were received by such Selling Securityholders as consideration in connection with Firefly Aerospace’s acquisition (the “Acquisition”) of SciTec Innovations, LLC, a Delaware limited liability company. In connection with the Acquisition, the Common Stock acquired by the Selling Securityholders was valued at $555.6 million based on a price of $50.00 per share of Common Stock.


	Per Share	Total
Public offering price	$	$
Underwriting discount⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the Selling Securityholders	$	$

We(1) ~~will~~See ~~not~~“Underwriting” ~~receive~~for ~~any~~a ~~proceeds~~description ~~from the sale~~ of ~~shares of Common Stock by~~ the ~~Selling~~compensation ~~Securityholders~~payable ~~pursuant~~ to ~~this prospectus. However, we will pay~~ the ~~expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in connection with the registration of the Common Stock~~underwriters.

WeThe ~~are~~Selling ~~registering~~Securityholders ~~the offer and sale of certain securities described above to satisfy certain registration rights we~~ have granted. ~~Our registration of~~ the ~~securities~~underwriters ~~covered~~an byoption ~~this~~for ~~prospectus~~a ~~does~~period ~~not mean that the Selling Securityholders will offer or sell, any~~ of ~~the~~30 ~~securities.~~days ~~The~~after ~~Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by~~ this prospectus into apurchase ~~number~~up ~~of different ways and at varying prices. In connection with the Acquisition, the Selling Securityholders have agreed not~~ to ~~transfer,~~an additional ~~sell~~1, ~~pledge~~800,000 ~~distribute~~shares ~~or otherwise dispose~~ of ~~the~~ Common Stock ~~received~~at in the ~~Acquisition,~~public oroffering ~~enter~~price ~~into~~less ~~any other arrangement that transfers to another person any of~~ the ~~economic~~underwriting ~~consequences of ownership of such shares, until February 7, 2026~~discount. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus.

~~You~~The ~~should~~underwriters ~~read~~expect ~~this~~to ~~prospectus~~deliver ~~and~~the ~~any~~shares ~~prospectus~~of Common ~~supplement~~Stock orto ~~amendment~~purchasers ~~carefully~~on , ~~before you invest in our securities~~2026.

~~Our~~Goldman ~~Common~~Sachs ~~Stock~~& isCo. ~~listed~~LLC ~~on the Nasdaq Global Market under the symbol “FLY”~~J.P. OnMorgan ~~November 12,~~Jefferies ~~2025,~~Wells ~~the~~Fargo ~~closing price of our Common Stock was $18.31 per share.~~ Securities

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected to comply with certain reduced public company reporting requirements. See “Risk Factors” and “Prospectus ~~Summary—Implications~~dated , ~~of Being an Emerging Growth Company~~2026.”

~~Investing~~TABLE inOF ~~our~~CONTENTS ~~Common Stock involves risks. See “Risk Factors” beginning on page 8 to read about factors you should consider before buying shares of our Common Stock.~~

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


PROSPECTUS SUMMARY			1
RISK FACTORS			8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			13
MARKET AND INDUSTRY DATA			15
USE OF PROCEEDS			16
CAPITALIZATION			17
DILUTION			19
MARKET INFORMATION			21
PRINCIPAL AND SELLING SECURITYHOLDERS			22
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			25
UNDERWRITING			30
LEGAL MATTERS			39
EXPERTS			40
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			41
WHERE YOU CAN FIND ADDITIONAL INFORMATION			42

~~Prospectus~~We, ~~dated~~ the Selling Securityholders and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, ~~2025~~the Selling Securityholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We and the Selling Securityholders are offering to sell, and seeking offers to buy, shares of our Common Stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock.

~~Table~~For investors outside the United States: neither we, the Selling Securityholders nor any of ~~Contents~~the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of our Common Stock and the distribution of this prospectus outside the United States.

~~TABLE~~TRADEMARKS OFAND ~~CONTENTS~~TRADE NAMES

PROSPECTUS SUMMARY			1
RISK FACTORS			8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			57
MARKET AND INDUSTRY DATA			60
USE OF PROCEEDS			61
DIVIDEND POLICY			62
MARKET INFORMATION			63
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			64
BUSINESS			82
MANAGEMENT			104
EXECUTIVE COMPENSATION			110
PRINCIPAL STOCKHOLDERS			122
SELLING SECURITYHOLDERS			125
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			126
DESCRIPTION OF CERTAIN INDEBTEDNESS			131
DESCRIPTION OF CAPITAL STOCK			133
SHARES ELIGIBLE FOR FUTURE SALE			138
PLAN OF DISTRIBUTION			141
LEGAL MATTERS			145
EXPERTS			146
WHERE YOU CAN FIND ADDITIONAL INFORMATION			147
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

“Firefly Aerospace,” “Firefly,” “Blue Ghost,” “Elytra,” and other trademarks or service marks of Firefly Aerospace and its direct and indirect subsidiaries appearing in this prospectus are the property of Firefly Aerospace. This prospectus contains additional trade names, trademarks, and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus generally appear without the ^® or ^™ symbols. Other trademarks, trade names, service marks or copyrights of any other company appearing in this prospectus are, to our knowledge, the property of their respective owners.

Wei and the Selling Securityholders have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The Selling Securityholders are offering to sell, and seeking offers to buy, shares of our Common Stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock.

~~For~~PROSPECTUS ~~investors~~SUMMARY outside the United States: neither we nor the Selling Securityholders have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of our Common Stock and the distribution of this prospectus outside the United States.

iThe following summary contains selected information contained elsewhere in this prospectus and the documents we incorporate by reference. It does not contain all of the information that is important to you and your investment decision. Before you make an investment decision, you should review this prospectus and the documents incorporated by reference in their entirety, including matters set forth under the heading “Risk Factors” in this prospectus, and additional information contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Annual Report on Form 10-K”) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (our “Quarterly Report on Form 10-Q”), each of which is incorporated by reference herein including under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our Consolidated Financial Statements and the related notes included in our Annual Report on Form 10-K and our Quarterly Report on Form 10-Q. Some of the statements in the following summary constitute forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this prospectus to “Firefly Aerospace,” “Firefly,” the “Company,” “we,” “us,” “our,” or similar terms refer to Firefly Aerospace Inc. and its consolidated subsidiaries.

~~Table~~Overview ~~of Contents~~

~~ABOUT~~Firefly ~~THIS~~is ~~PROSPECTUS~~a market-leading space and defense technology company providing comprehensive mission solutions to national security, government, and commercial customers with an established track record of success. Our mission is to reliably and repeatedly launch, land, and operate space systems from Earth to the Moon and beyond. Backed by our world-class team and proven technology, we have designed, developed, and deployed our class-leading launch vehicles and dynamic spacecraft solutions to support critical customer missions across the space domain. As a leader of responsive mission solutions and the only commercial company to achieve a fully successful Moon landing, we are a partner of choice for national security, government, and commercial customers for their critical space missions. As a U.S.-based company, our purpose-built family of products aligns with the ongoing paradigm shift in government missions and procurement processes, where speed, dependability, efficiency, and economics drive customer decision-making. On August 8, 2025, we completed an initial public offering (“IPO”) of shares of our Common Stock.

~~This~~We ~~prospectus~~have isdifferentiated ~~part~~and scalable platforms of aLaunch ~~registration~~and ~~statement~~Spacecraft onSolutions ~~Form S-1 that~~with flight heritage. Within Launch, we ~~filed~~have ~~with~~two ~~the~~offerings ~~Securities~~built on common technologies: Alpha and ~~Exchange~~Eclipse. ~~Commission~~Our ~~(the~~operational ~~“SEC”)~~launch ~~using~~vehicle, Alpha, is the ~~“shelf”~~first ~~registration~~and ~~process~~only U.S.-based ~~Under~~orbital ~~the~~rocket ~~shelf~~in ~~registration~~the ~~process~~1,000 ~~the~~kilograms ~~Selling~~class ~~Securityholders~~to ~~may,~~successfully ~~from~~reach ~~time~~orbit. toAlpha’s ~~time,~~successful ~~sell~~launches include ~~the~~responsive ~~shares~~space ofmissions, ~~Common~~which ~~Stock~~are ~~offered~~a bysignificant ~~them~~differentiator ~~described~~for inFirefly ~~this~~and ~~prospectus~~a ~~through~~critical ~~any~~national ~~means~~defense ~~described~~solution inthat ~~the~~Firefly ~~section~~intends ~~titled~~to ~~“Plan~~expand ofto ~~Distribution~~hypersonic test capabilities.” ~~More~~Our ~~specific~~second ~~terms~~offering, ofEclipse, ~~any~~a ~~offer~~reusable and ~~sale~~scaled ~~may~~up version beof ~~provided~~Alpha, is in afinal ~~prospectus~~development ~~supplement~~in ~~that~~partnership ~~describes,~~with ~~among~~Northrop ~~other~~Grumman ~~things~~and is expected to deliver 16,000-kilogram ~~the~~payloads ~~specific~~to ~~amounts~~Low Earth Orbit and ~~prices~~can ofaccess ~~the~~Medium ~~securities~~Earth ~~being~~Orbit, ~~offered~~Geostationary ~~and~~Orbit, Highly ~~the~~Elliptical ~~terms~~Orbit ofand ~~the~~Trans-lunar ~~offering~~Injection.

WeOn ~~may~~October 31, ~~also~~2025, ~~provide~~we aclosed ~~prospectus supplement or post-effective amendment to~~ the ~~registration~~acquisition ~~statement~~ of ~~which~~SciTec, ~~this~~Inc. (“SciTec”), ~~prospectus~~which ~~forms~~bolsters aSpacecraft ~~part~~Solutions tohardware ~~add~~with ~~information~~artificial ~~to,~~intelligence-enabled ordefense ~~update~~software orproven ~~change information contained~~ in, ~~this~~operations ~~prospectus.~~for ~~Any~~missile ~~statement~~defense ~~contained~~warning inand ~~this~~defense, ~~prospectus~~intelligence, ~~will~~surveillance beand ~~deemed~~reconnaissance, tospace bedomain awareness, ~~modified~~remote orsensing ~~superseded~~and ~~for~~analysis, ~~purposes~~and ofautonomous ~~this~~command ~~prospectus~~and tocontrol. ~~the~~SciTec’s ~~extent~~big ~~that~~data aprocessing ~~statement~~for ~~contained~~national insecurity ~~such~~and ~~prospectus~~commercial ~~supplement~~customers orincludes ~~post~~cloud-~~effective amendment~~based, ~~modifies~~on-premise, orand ~~supersedes~~edge processing ~~such~~of ~~statement.~~high-volume ~~Any~~data ~~statement~~at sorate ~~modified~~from ~~will~~satellites beacross ~~deemed~~all orbits to ~~constitute~~enable arapid ~~part~~decision ofmaking ~~this~~for ~~prospectus~~warfighters, ~~only~~supports asdefense ~~so modified~~applications, and ~~any~~unlocks ~~statement~~new soservice ~~superseded~~categories ~~will~~for becommercial ~~deemed~~and ~~not~~government todeep ~~constitute~~space amissions. ~~part~~More broadly, ofSciTec’s ~~this~~support ~~prospectus.~~of ~~You~~national ~~should~~security ~~read~~programs ~~both~~advances ~~this~~U.S. ~~prospectus~~ and ~~any~~allied ~~applicable~~defense ~~prospectus~~capabilities, ~~supplement~~including orGolden ~~post-effective amendment~~Dome, towith ~~the~~a ~~registration~~full ~~statement~~suite of ~~which~~hardware ~~this~~and ~~prospectus~~software ~~forms~~for aspace-based ~~part~~interceptor ~~together~~missions, ~~with~~hypersonic ~~the~~test ~~additional~~missions, ~~information~~and tospace domain ~~which~~awareness ~~we refer you in the sections of this prospectus titled “Where You Can Find More Information~~missions.”

~~This~~1 prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described under “Where You Can Find More Information.”

iiRecent Developments

~~Table~~On May 26, 2026, we announced a $75 million award from NASA’s Jet Propulsion Laboratory to deliver four drones to the Moon’s south pole in support of ~~Contents~~NASA’s MoonFall mission, which is targeted to launch no earlier than 2028. MoonFall is part of the first phase of NASA’s Moon Base, a long-term lunar exploration and infrastructure initiative designed to enable sustained human presence and expanded scientific and commercial activity at the lunar south pole. The MoonFall subcontract builds on our growing portfolio of spacecraft missions, including three additional missions to the Moon through NASA’s Commercial Lunar Payload Services initiative.

~~TRADEMARKS~~Risk ~~AND~~Factors ~~TRADE~~Summary ~~NAMES~~

~~“Firefly~~Our ~~Aerospace,”~~business ~~“Firefly,”~~is ~~“Blue~~subject ~~Ghost,”~~to ~~“Elytra,”~~numerous ~~and~~risks ~~other trademarks or service marks of Firefly Aerospace~~ and ~~its~~uncertainties, ~~direct~~including ~~and~~those ~~indirect~~described ~~subsidiaries~~more ~~appearing~~fully in this prospectus. ~~are~~The ~~the~~following ~~property~~is a summary of ~~Firefly~~principal ~~Aerospace.~~risks ~~This~~and ~~prospectus~~uncertainties ~~contains~~that ~~additional~~could ~~trade~~materially ~~names,~~adversely ~~trademarks,~~affect ~~and~~our ~~service~~business, ~~marks~~financial ~~of others~~condition, ~~which~~results ~~are the property~~ of ~~their respective owners. Solely for convenience~~operations, ~~trademarks~~ and ~~trade~~future ~~names~~growth ~~referred~~prospects. toThis insummary ~~this~~should ~~prospectus~~be ~~generally~~read ~~appear~~in ~~without~~conjunction with the ®“Risk orFactors” section ™in ~~symbols.~~our ~~Other~~Annual ~~trademarks,~~Report ~~trade~~on ~~names,~~Form ~~service~~10-K ~~marks~~and orin ~~copyrights~~this ofprospectus ~~any~~and ~~other~~should ~~company~~not ~~appearing~~be inrelied ~~this~~upon ~~prospectus~~as ~~are,~~an toexhaustive ~~our~~summary ~~knowledge,~~of the ~~property~~material ofrisks ~~their~~and ~~respective~~uncertainties ~~owners~~facing our business.

~~iii~~• Our failure to manage our growth effectively and our ability to achieve and maintain profitability.

~~Table~~• The potential for delayed or failed launches, and any failure of ~~Contents~~our launch vehicles and spacecraft to operate as intended, resulting in regulatory holds or suspensions following launch anomalies.

~~PROSPECTUS~~• ~~SUMMARY~~Our inability to manufacture our launch vehicles, landers, or orbital vehicles at a quantity and quality that our customers demand.

• The ~~following~~hazards ~~summary contains selected information contained elsewhere in this prospectus about us~~ and ~~about~~operational ~~this~~risks ~~offering. It does not contain all of the information~~ that isour ~~important~~products ~~to you~~ and ~~your~~service ~~investment~~offerings ~~decision.~~are ~~Before~~exposed ~~you~~to ~~make~~a anwide ~~investment decision, you should review this prospectus in its entirety, including matters set forth under “Risk Factors,” “Management’s Discussion~~ and ~~Analysis~~unique ofrange ~~Financial Condition and Results~~ of ~~Operations,”~~risks ~~and~~due ~~our~~to ~~Consolidated Financial Statements and~~ the ~~related~~unpredictability ~~notes included elsewhere in this prospectus. Some~~ of ~~the statements in the following summary constitute forward-looking statements~~space. See “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this prospectus to “Firefly Aerospace,” the “Company,” “we,” “us,” “our,” or similar terms refer to Firefly Aerospace Inc. and its consolidated subsidiaries.

~~Overview~~• The market for commercial launch services for small- and medium-sized payloads is still emerging and shifting, and the market may not achieve the growth potential we expect.

~~Firefly~~• ~~Aerospace~~Disruptions isin aU.S. ~~market leading space and defense technology company with an established track record of success providing comprehensive mission solutions to national security,~~ government, ~~and~~operations ~~commercial customers. Our mission is to enable responsive, regular,~~ and ~~reliable~~funding ~~launch, transit,~~ and ~~operations~~budgetary inpriorities ~~space~~ for ~~our customers across~~ the ~~globe~~U.S. ~~Backed~~government bycould ~~our world-class team and proven technology, we~~ have ~~designed, developed, and deployed our class-leading launch vehicles and dynamic spacecraft solutions to support critical customer missions across the space domain. As~~ a ~~leader~~material ofadverse ~~responsive~~effect ~~mission~~on ~~solutions~~our ~~and the only commercial company to achieve a fully successful Moon landing~~revenues, weearnings ~~are~~and acash ~~partner of choice for national security~~flows, ~~government,~~ and ~~commercial~~disruptions ~~customers for their critical space missions. As a U.S.-based company, our purpose-built family of products aligns with the ongoing paradigm shift~~ in government ~~missions~~operations ~~and~~may ~~procurement~~negatively ~~processes,~~impact ~~where~~regulatory ~~speed, dependability, efficiency, and economics drive customer decision-making~~approvals.

We• ~~have~~Our adependence ~~differentiated and scalable platform of Launch and Spacecraft Solutions with flight heritage. Within Launch, we have two offerings built~~ on ~~common~~contracts ~~technologies:~~entered ~~Alpha~~into ~~and Eclipse. Our operational launch vehicle, Alpha, is the first and only U.S.-based orbital rocket~~ in the ~~1,000~~ordinary ~~kilograms~~course class to successfully reach orbit, with four launches completed successfully. These successful launches include responsive space missions, which are a significant differentiator for Firefly and a critical national defense solution. Eclipse, a reusable and scaled up version of ~~Alpha,~~business ~~is in final development in partnership with Northrop Grumman~~ and isour ~~expected~~dependence toon ~~deliver~~major ~~16,000-kilogram~~customers ~~payloads to Low Earth Orbit (“LEO”)~~ and ~~can access Medium Earth Orbit (“MEO”), Geostationary Orbit (“GEO”), Highly Elliptical Orbit (“HEO”) and Trans-lunar Injection (“TLI”)~~vendors. We expect that Eclipse will first launch from Wallops Island, Virginia, as early as 2026 and it will be able to support space station resupply, commercial spacecraft, critical national security missions, and scientific payloads for the domestic and international markets.

On• ~~October 31,~~Concentration ~~2025, we closed the acquisition~~ of ~~SciTec,~~our ~~Inc.,~~customers ~~a leader in advanced national security technologies, to: (i) bolster Firefly’s hardware with AI-enabled defense software proven in operations for missile warning~~ and ~~defense;~~backlog intelligence, surveillance and reconnaissance; space domain awareness; remote sensing and analysis; and autonomous command and control; (ii) advance Firefly’s defense capabilities for critical national security programs, including Golden Dome, with a full suite of hardware and software for space-based interceptor missions, hypersonic test missions, and space domain awareness missions; and (iii) add more than 475 employees with multi-phenomenology systems proficiency, and software developer expertisecustomers.

1• We may not be successful in developing new technology.

~~Table~~• Uncertain global macroeconomic and political conditions, including the implementation of ~~Contents~~tariffs and the Iran conflict.

~~Risk~~• ~~Factors~~A ~~Summary~~failure of our information technology systems, physical or electronic security protections.

~~Investing~~• inWe ~~our Common Stock involves risks, which~~ are ~~discussed~~dependent ~~more~~on ~~fully~~our ~~under~~current ~~“Risk~~CEO ~~Factors.”~~and ~~You~~other ~~should~~members ~~carefully~~of ~~consider all the information in this prospectus~~management, ~~including~~as ~~under~~well ~~“Risk~~as ~~Factors,”~~our ~~before~~highly ~~making~~trained ~~an investment decision~~employees. ~~Some of the most significant risks we face are the following:~~

• ~~our~~We ~~failure~~face tosignificant ~~manage our growth effectively and our ability to achieve and maintain profitability;~~competition.

• ~~the~~Any ~~potential~~inability ~~for~~to ~~delayed~~operate orAlpha ~~failed~~at ~~launches,~~our ~~and~~anticipated ~~any~~launch ~~failure~~rate ofor ~~our~~finalize ~~launch~~the ~~vehicles~~development and ~~spacecraft~~delivery toof ~~operate as intended, resulting in regulatory holds or suspensions following launch anomalies;~~Eclipse.

•2 ~~our inability to manufacture our launch vehicles, landers, or orbital vehicles at a quantity and quality that our customers demand;~~

• ~~the~~Our ~~hazards~~failure ~~and operational risks that our products and service offerings are exposed~~ to ~~and~~realize athe ~~wide~~expected ~~and~~benefits ~~unique range~~ of ~~risks~~the ~~due~~SciTec toacquisition ~~the~~and ~~unpredictability~~integrate ofany ~~space;~~future acquisitions.

• ~~the~~The ~~market~~scarcity ~~for~~or ~~commercial~~unavailability ~~launch~~of ~~services~~critical ~~for~~components ~~small-~~or ~~and~~raw ~~medium-sized~~materials ~~payloads~~used isto ~~still~~manufacture ~~emerging,~~our ~~and~~products ~~shifting,~~or ~~and~~used ~~the~~in ~~market~~our ~~may not achieve the growth potential we expect;~~development.

• ~~disruptions~~Our inoperating ~~U.S.~~results government operations and funding and budgetary priorities for the U.S. government could have a material adverse effect on our revenues, earnings and cash flows, and disruptions in government operations may ~~negatively~~fluctuate ~~impact regulatory approvals and guidance that are important to our operations;~~significantly.

• ~~our~~Adverse ~~dependence~~publicity onstemming ~~contracts~~from ~~entered~~any ~~into~~incident ininvolving ~~the~~us, ~~ordinary~~our ~~course~~competitors ofor ~~business and~~ our ~~dependence on major~~ customers ~~and vendors;~~.

• ~~concentration~~The offailure to adequately protect our ~~customers~~proprietary ~~and~~intellectual ~~backlog~~property ~~customers;~~rights.

• weShortfalls ~~may~~in ~~not~~available beexternal ~~successful~~research inand ~~developing~~development ~~new technology;~~funding.

• ~~uncertain~~The ~~global~~ability ~~macro-economic~~to ~~and~~comply ~~political~~with ~~conditions,~~any ~~including~~of ~~the~~our ~~implementation~~contracts ofor ~~tariffs;~~meet eligibility requirements to obtain certain government contracts.

• aOur failure ofto ~~our~~establish ~~information~~and ~~technology~~maintain ~~systems,~~important ~~physical~~relationships orwith ~~electronic~~government ~~security~~agencies ~~protections;~~and prime contractors.

• weWe ~~are~~have ~~dependent~~classified oncontracts ~~our~~with ~~current~~the ~~CEO~~U.S. ~~and~~government, ~~other~~which ~~members~~may oflimit ~~management,~~investor asinsight ~~well~~into asportions of our ~~highly trained employees;~~business.

• weOur ~~face~~operations ~~significant~~depend ~~competition~~on inour ~~the~~manufacturing ~~global~~facilities, ~~space~~which ~~market;~~are subject to physical and other risks.

• ~~any~~Our ~~inability~~business is subject to ~~operate~~a ~~Alpha~~wide atvariety ~~our~~of ~~anticipated~~extensive ~~launch~~and ~~rate~~evolving orgovernment ~~finalize~~laws ~~the~~and ~~development~~regulations, and ~~delivery~~contracting ofin ~~Eclipse;~~the defense industry is subject to significant regulation.

• ~~our~~We ~~failure~~are subject to ~~realize~~complex ~~the~~tax ~~expected benefits of the SciTec acquisition, and integrate any future acquisitions, including personnel, systems, and business processes;~~laws.

• ~~the~~We ~~scarcity~~have orsubstantial ~~unavailability~~indebtedness, ofand ~~critical~~we ~~components~~may ornot ~~raw~~be ~~materials~~able ~~used~~ to ~~manufacture~~generate ~~our~~sufficient ~~products~~cash orto ~~used~~service inall ~~our~~of ~~development~~such ~~programs;~~indebtedness.

• The market price of our Common Stock may be volatile or may decline steeply or suddenly regardless of our operating ~~results~~performance. You may ~~fluctuate~~not ~~significantly;~~be able to resell your shares at or above the price you pay for them, and you may lose all or part of your investment.

2• Future sales of our Common Stock and other actions by existing stockholders could cause our stock price to decline.

~~Table~~• If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, if they adversely change their recommendations regarding our Common Stock, or if our operating results do not meet their expectations or any financial guidance we may provide, the trading price or trading volume of ~~Contents~~our Common Stock could decline.

• ~~adverse~~Our ~~publicity~~management ~~stemming~~team ~~from~~will ~~any~~have ~~incident~~broad ~~involving~~discretion ~~us,~~to ~~our~~use ~~competitors~~the net proceeds from this offering, orand ~~our~~its ~~customers;~~investment of these proceeds may not yield a favorable return.

• ~~the~~We ~~failure~~do tonot ~~adequately~~anticipate ~~protect~~paying ~~our~~cash ~~proprietary~~dividends, ~~intellectual~~and, ~~property~~accordingly, ~~rights;~~stockholders must rely on share appreciation for any return on their investment.

• ~~shortfalls~~Future issuances of our Common Stock could result in ~~available~~significant ~~external~~dilution ~~R&D~~to ~~funding;~~our stockholders, dilute the voting power of our Common Stock and depress the market price of our Common Stock.

• ~~the~~An ~~ability~~active, toliquid ~~comply~~trading ~~with~~market ~~any~~for of our ~~contracts~~Common orStock ~~meet~~may ~~eligibility~~not ~~requirements~~be tosustained, ~~obtain~~which ~~certain~~may ~~government~~limit ~~contracts;~~your ability to sell your shares.

• ~~our~~Our ~~failure~~operating toresults ~~establish~~and stock price may be volatile, and ~~maintain~~the ~~important~~market ~~relationships~~price ~~with~~of ~~government~~our ~~agencies~~Common ~~and~~Stock ~~prime~~after ~~contractors;~~this offering may drop below the price you pay.

•3 ~~we have classified contracts with the U.S. government, which may limit investor insight into portions of our business;~~

• Future offerings of equity securities by us may materially adversely affect the ~~inability~~market toprice ~~realize~~of our ~~backlog;~~Common Stock.

•Implications ~~our~~of ~~operations~~Being ~~depend~~an onEmerging ~~our~~Growth ~~manufacturing~~Company ~~facilities, which are subject to physical and other risks;~~

•We qualify as an “emerging growth company” as defined in the JOBS Act. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year following the fifth anniversary of the completion of our ~~leases~~IPO, ~~may~~(2) the belast ~~terminated~~day orof the fiscal year in which we ~~may~~have total annual gross revenue of at least $1.235 billion, (3) the date on which we are deemed to be ~~unable~~a large accelerated filer (which, in addition to ~~renew~~certain other criteria, means the market value of our ~~leases~~Common Stock that is held by non-affiliates exceeds $700.0 million as of the end of the second quarter of that fiscal year), or (4) the date on ~~acceptable~~which ~~terms;~~we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

•An ~~our~~emerging ~~business~~growth iscompany ~~subject~~may totake aadvantage ~~wide variety~~ of ~~extensive~~reduced ~~and~~reporting ~~evolving~~requirements ~~government~~that ~~laws~~are ~~and~~otherwise ~~regulations~~applicable ~~and~~to ~~contracting~~public incompanies. ~~the~~These provisions ~~defense~~include, ~~industry~~but isare ~~subject~~not limited to: ~~significant regulation;~~

• wenot ~~are~~being ~~subject~~required to ~~complex~~comply ~~tax~~with ~~laws~~the independent registered public accounting firm attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

• weonly ~~have~~being ~~substantial~~required ~~indebtedness~~to present two years of audited financial statements, ~~and~~plus weunaudited ~~may~~condensed ~~not~~financial bestatements ~~able~~for toany ~~generate~~interim ~~sufficient~~period, ~~cash~~and torelated ~~service~~management’s ~~all~~discussion and analysis of ~~such~~financial ~~indebtedness~~condition and results of operations in this prospectus;

• ~~the~~reduced ~~market~~disclosure ~~price~~obligations ofregarding ~~our~~executive ~~Common~~compensation ~~Stock~~in ~~may~~our beperiodic ~~volatile~~reports, orproxy ~~may~~statements, ~~decline steeply or suddenly regardless of our operating performance~~ and ~~you~~registration ~~may not be able to resell your shares at or above the initial public offering price~~statements; and

• exemptions from the requirements of ~~being~~holding a ~~public~~nonbinding ~~company,~~advisory ~~including~~vote ~~compliance~~on ~~with~~executive ~~the~~compensation ~~reporting requirements of the Exchange Act~~ and ~~the~~stockholder ~~requirements~~approval of ~~the~~any ~~Sarbanes-Oxley~~golden ~~Act~~parachute ~~and~~payments ~~Nasdaq,~~not ~~may~~previously ~~strain our resources, increase our costs, and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner;~~approved.

•We ashave anelected ~~emerging~~to ~~growth~~take ~~company,~~advantage weof ~~are~~certain ~~able~~of the reduced disclosure obligations regarding financial statements and executive compensation in this prospectus and expect to ~~avail~~elect ~~ourselves~~to take advantage of other reduced ~~disclosure~~burdens ~~requirements;~~in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

•Under AEthe JOBS ~~Industrial~~Act, ~~Partners~~emerging ~~controls~~growth ~~us,~~companies ~~and~~can ~~its~~delay ~~interests~~adopting ~~may~~new ~~conflict~~or revised accounting standards until such time as those standards apply to private companies. We are electing to take advantage of this extended transition period for complying with ~~ours~~new or revised ~~yours~~accounting instandards provided for by the ~~future;~~JOBS Act. We will therefore comply with new or revised accounting standards when they apply to private companies. As a result, our financial statements may not be comparable with companies that comply with public company effective dates for accounting standards.

•Our ~~provisions~~Principal inStockholder ~~our certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Common Stock; and~~

•AE weIndustrial ~~are~~Partners made its initial investment in Firefly Aerospace in 2022 and is a 36.7% stakeholder in the Company as of April 30, 2026. AE Industrial Partners has the right to designate nominees to our board of directors pursuant to a director nomination agreement (the “~~controlled~~Director ~~company~~Nomination Agreement”) ~~within~~that was entered into in connection with our IPO between us, AE Industrial Partners, and certain other stockholders, including certain entities controlled by Marc Weiser, a former member of our board of directors (together with AE Industrial Partners, the ~~meaning~~“Investor Group”). In addition, AE Industrial Partners received voting proxies with respect to all of the ~~Nasdaq~~shares ~~rules~~issued ~~and~~in weour ~~rely~~acquisition onof ~~exemptions~~SciTec, ~~from~~Inc. ~~certain~~(“SciTec”), ~~corporate~~a ~~governance~~New ~~requirements~~Jersey corporation. As a

~~These~~4 and other risks are more fully described in the section entitled “Risk Factors” in this prospectus. If any of these risks actually occurs, our business, financial condition, results of operations, cash flows, and prospects could be materially and adversely affected. As a result, you could lose all or part of your investment in our Common Stock.

3 result, the Investor Group controls more than 50% of the total voting power of our Common Stock with respect to the election of our directors. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—AE Industrial Partners controls us, and its interests may conflict with ours or yours in the future.”

~~Table~~Accordingly, we are a “controlled company” as defined in the corporate governance rules of ~~Contents~~Nasdaq and are exempt from certain corporate governance requirements of such rules. As a result, AE Industrial Partners has significant power to control our affairs and policies and influence the outcome of matters that require stockholder approval, including with respect to the election of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. For a description of certain potential conflicts between our principal stockholder and our other stockholders, see “Risk Factors—Risks Related to Our Organizational Structure—We are a “controlled company” within the meaning of the rules of Nasdaq and rely on exemptions from certain corporate governance requirements.” For a description of AE Industrial Partners’ ownership interests in us and its rights with respect to such ownership interests, see “Principal and Selling Securityholders” herein, “Related Person Transactions—Director Nomination Agreement and Voting Proxies” in our Annual Report on Form 10-K and Exhibit 4.1 to our Annual Report on Form 10-K incorporated by reference herein.

~~Implications~~AE Industrial Partners is a leading global alternative investment manager headquartered in Boca Raton, Florida. As of December 31, ~~Being~~2025, anAE ~~Emerging~~Industrial ~~Growth~~Partners’ ~~Company~~global platform had approximately $9.2 billion of assets under management with approximately 8,000 employees working at its portfolio companies operating across North America, Europe, Asia Pacific and the Middle East.

WeCorporate ~~qualify~~Information as an “emerging growth company” as defined in the JOBS Act. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year following the fifth anniversary of the completion of our IPO, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (3) the date on which we are deemed to be a large accelerated filer (which, in addition to certain other criteria, means the market value of our Common Stock that is held by non-affiliates exceeds $700.0 million as of the end of the second quarter of that fiscal year), or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

AnFirefly ~~emerging~~Aerospace ~~growth~~was ~~company~~formed ~~may~~on ~~take~~January 27, ~~advantage~~2017, acquired the assets of ~~reduced~~Firefly ~~reporting~~Systems ~~requirements~~Inc. ~~that~~in a bankruptcy proceeding, and ultimately commenced operations on May 1, 2017. We are ~~otherwise~~a ~~applicable~~Delaware tocorporation. ~~public~~Our ~~companies~~principal executive offices are located at 2203 Scottsdale Drive, Leander, TX 78641, and our telephone number is 512-893-5570. ~~These~~Our ~~provisions~~website ~~include~~address is www.fireflyspace.com. Information contained on, ~~but~~or ~~are~~that can be accessed through, our website is not ~~limited~~part of and is not incorporated by reference into this prospectus, and you should not consider information on our website to: be part of this prospectus.

•5 not being required to comply with the independent registered public accounting firm attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

•The ~~only~~Offering being required to present two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and related management’s discussion and analysis of financial condition and results of operations in this prospectus;

•Common ~~reduced~~Stock ~~disclosure~~offered ~~obligations~~by ~~regarding~~us ~~executive compensation in our periodic reports~~4, ~~proxy statements~~000,000 ~~and registration statements; and~~shares.

•Common ~~exemptions~~Stock ~~from~~offered by the ~~requirements~~Selling ofSecurityholders ~~holding~~8,000,000 ~~a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved~~shares.

WeOption ~~have elected~~ to ~~take~~purchase ~~advantage~~additional ofshares ~~certain~~ of ~~the~~Common ~~reduced~~Stock ~~disclosure~~from ~~obligations~~the ~~regarding~~Selling ~~financial~~Securityholders ~~statements and executive compensation in this prospectus and expect to elect to take advantage of other reduced burdens in future filings. As a result~~1,800,000 ~~the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests~~shares.

~~Under~~Selling ~~the~~Securityholders ~~JOBS~~See ~~Act,~~“Principal ~~emerging~~and ~~growth~~Selling ~~companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies~~Securityholders. We are electing to take advantage of this extended transition period for complying with new or revised accounting standards provided for by the JOBS Act. We will therefore comply with new or revised accounting standards when they apply to private companies. As a result, our financial statements may not be comparable with companies that comply with public company effective dates for accounting standards. ”

~~Our~~Common ~~Principal~~Stock ~~Stockholder~~to be outstanding immediately after this offering 164,067,383 shares.

AEUse ~~Industrial~~of ~~made~~Proceeds ~~its~~We ~~initial~~estimate ~~investment~~that inwe ~~Firefly~~will ~~Aerospace~~receive innet ~~2022~~proceeds ~~and~~from isthis aoffering ~~37% stakeholder in the Company as~~ of ~~November 10,~~approximately ~~2025~~$190.1 AEmillion ~~Industrial~~after ~~Partners~~deducting ~~has~~estimated ~~the~~underwriting ~~right~~discounts toand ~~designate~~commissions nominees to our board of directors pursuant to a director nomination agreement (the “Director Nomination Agreement”) that was entered into in connection with our IPO between us, AE Industrial Partners, and ~~certain~~estimated ~~other~~offering ~~stockholders,~~expenses ~~including~~payable ~~certain entities controlled~~ by ~~Marc Weiser~~us, assuming a ~~member~~public ofoffering ~~our~~price ~~board~~ of ~~directors (together with AE Industrial Partners, the “Investor Group”)~~$49.50 Inper ~~addition~~share, AEwhich ~~Industrial~~is ~~Partners has received voting proxies with respect to all of~~ the ~~shares~~last ~~issued~~reported insale ~~the~~price ~~Acquisition. As a result, the Investor Group controls more than 50%~~ of ~~the total voting power of~~ our Common Stock ~~with~~on ~~respect~~Nasdaq toon ~~the~~May ~~election of our directors. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—AE Industrial Partners controls us~~22, ~~and its interests may conflict with ours or yours in the future” and “Certain Relationships and Related Party Transactions—Agreements with our Significant~~ 2026.

4We intend to use net proceeds received by us from this offering for general corporate purposes, including to continue to support growth of core business and recently awarded programs and initiatives.

~~Table~~All of ~~Contents~~the securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from the sale of shares by the Selling Securityholders.

~~Stockholders—Director~~The ~~Nomination~~Selling ~~Agreement.”~~Securityholders ~~Accordingly,~~will wepay ~~are~~any aunderwriting ~~“controlled~~discounts ~~company” as defined in the corporate governance rules of Nasdaq~~ and ~~are~~commissions ~~exempt from certain corporate governance requirements of such rules. As a result, AE Industrial Partners has significant power to control our affairs~~ and ~~policies~~expenses ~~and~~incurred ~~influence~~by the ~~outcome~~Selling ofSecurityholders ~~matters~~for ~~that require stockholder approval~~brokerage, ~~including with respect to the election of directors~~accounting, ~~the~~tax ~~adoption~~or oflegal ~~amendments~~services toor ~~our~~any ~~certificate~~other ofexpenses ~~incorporation~~incurred ~~and~~by ~~bylaws and~~ the ~~approval~~Selling ofSecurityholders ~~any~~in ~~merger~~disposing ~~or sale~~ of ~~substantially~~the ~~all of our assets~~securities. ~~See~~We ~~“Management—Controlled~~will ~~Company~~bear ~~Exemption.”~~the ~~For~~costs, afees ~~description of certain potential conflicts between our principal stockholder~~ and ~~our~~expenses ~~other~~incurred ~~stockholders,~~in ~~see~~effecting ~~“Risk Factors—Risks Related to Our Organizational Structure—We are a ‘controlled company’ within~~ the ~~meaning~~registration of the ~~rules~~securities ofcovered ~~Nasdaq~~by ~~and~~this ~~rely~~prospectus, onincluding ~~exemptions~~all ~~from~~registration ~~certain~~and ~~corporate~~filing ~~governance~~fees, ~~requirements.”~~Nasdaq ~~For~~listing afees ~~description~~and offees AEand ~~Industrial~~expenses ~~Partners’~~of ~~ownership~~our ~~interests~~counsel ~~in us~~ and ~~its~~our ~~rights~~independent ~~with~~registered ~~respect~~public toaccounting ~~such~~firm. ~~ownership~~See ~~interests, see~~ “~~Certain~~Use ~~Relationships and Related Party Transactions,” “Principal Stockholders” and “Description~~ of ~~Capital Stock~~Proceeds.”

AEDividend ~~Industrial~~policy ~~Partners~~We iscurrently ado ~~leading~~not ~~global~~anticipate ~~alternative~~paying ~~investment~~any ~~manager~~cash ~~headquartered~~dividends inafter ~~Boca~~this ~~Raton,~~offering ~~Florida~~and for the foreseeable future. AsAny future determination relating to dividend policy will be made at the discretion of ~~December 31,~~our ~~2024,~~board AEof ~~Industrial~~directors ~~Partners’~~and ~~global~~will ~~platform~~depend ~~had~~on ~~approximately~~a ~~$6.4 billion~~number of ~~assets~~factors, ~~under~~including ~~management~~restrictions ~~with~~in ~~approximately~~our 7current and future debt instruments,~~000~~ ~~employees~~our ~~operating~~future ~~across~~earnings, ~~North~~capital ~~America~~requirements, ~~Europe~~financial condition, ~~Asia~~future ~~Pacific~~prospects, and ~~the~~applicable ~~Middle~~Delaware ~~East~~law, which provides that dividends are only payable out of surplus or current net profits. See “Dividend Policy.”

5Risk factors Investing in our Common Stock involves a high degree of risk. You should carefully consider this prospectus, including the section entitled “Risk Factors” and our Annual Report on Form 10-K, which is incorporated herein by reference, together with all other information included and incorporated by reference in this prospectus, before investing in our Common Stock.

~~Table~~6 ~~of Contents~~

~~Corporate~~Controlled ~~Information~~company Pursuant to the Director Nomination Agreement, AE Industrial Partners, as representative of the Investor Group, and as a result of the receipt of certain voting proxies, controls a majority of the voting power of our outstanding Common Stock with respect to the election of our directors, and as a result we are a controlled company within the meaning of corporate governance standards. See “Risk Factors.”

~~Firefly~~Symbol ~~Aerospace~~for ~~was~~trading ~~formed~~ on ~~January 27,~~Nasdaq ~~2017, acquired the assets of Firefly Systems Inc~~“FLY. in a bankruptcy proceeding, and ultimately commenced operations on May 1, 2017. We are a Delaware corporation. Our principal executive offices are located at 1320 Arrow Point Drive #109, Cedar Park, TX 78613, and our telephone number is 512-893-5570. Our website address is www.fireflyspace.com. Information contained on, or that can be accessed through, our website is not part of and is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. ”

6The number of shares of Common Stock outstanding is based on 160,067,383 shares of Common Stock outstanding as of March 31, 2026, and the following events and assumptions:

~~Table~~• excludes 19,632,277 shares of ~~Contents~~Common Stock reserved for future issuance under our omnibus equity incentive plan (the “2025 Plan”);

~~The~~• ~~Offering~~excludes 3,215,000 shares of Common Stock reserved under our Employee Stock Purchase Plan (the “ESPP”);

• excludes 14,408,318 shares of Common Stock ~~offered~~issuable byupon exercise of outstanding options with a weighted average exercise price of $1.32 under the ~~Selling~~2017 ~~Securityholders~~Stock 11Plan (the “2017 Plan”) as of March 31,~~111,116~~ 2026;

~~Total~~• ~~number~~excludes of4,163,444 shares of Common Stock underlying outstanding ~~159~~Restricted Stock Units (“RSUs”) as of March 31,~~251~~ 2026 and 1,~~122~~037,579 RSUs issued subsequent to March 31, 2026;

~~Use~~• ofexcludes ~~Proceeds~~646,464 ~~All~~shares of ~~the~~Common ~~securities~~Stock ~~offered~~reserved byfor ~~the~~issuance ~~Selling~~upon ~~Securityholders~~exercise ~~pursuant~~of warrants to ~~this~~purchase ~~prospectus~~common ~~will~~stock beat ~~sold~~an byexercise ~~the~~price ~~Selling~~of ~~Securityholders for their respective accounts~~$21.1725 Weper ~~will~~share ~~not~~outstanding ~~receive~~as ~~any~~ of ~~the~~March ~~proceeds~~31, ~~from~~2026; ~~these sales.~~and

~~The~~• ~~Selling~~no ~~Securityholders~~exercise will pay any underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the ~~securities.~~underwriters’ Weoption ~~will~~to ~~bear~~purchase ~~the~~additional ~~costs,~~shares ~~fees and expenses incurred in effecting the registration~~ of ~~the securities covered by this prospectus, including all registration and filing fees, Nasdaq listing fees and fees and expenses of~~ our ~~counsel~~Common ~~and our independent registered public accounting firm~~Stock. ~~See “Use of Proceeds.”~~

~~Dividend~~7 policy We currently do not anticipate paying any cash dividends after this offering and for the foreseeable future. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our current and future debt instruments, our future earnings, capital requirements, financial condition, future prospects, and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits. See “Dividend Policy.”

~~Risk~~RISK ~~factors~~FACTORS ~~See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Common Stock.~~

~~Controlled~~Investing ~~company~~in Inour ~~connection~~Common ~~with~~Stock ~~our~~involves ~~IPO,~~a ~~pursuant~~high degree of risk. Before you decide to ~~the~~invest ~~Director~~in ~~Nomination~~our ~~Agreement~~Common Stock, AEyou ~~Industrial~~should ~~Partners~~consider carefully the risks described below, as ~~representative~~well ofas the ~~Investor~~risks ~~Group,~~ and asuncertainties aset ~~result~~forth ofunder the ~~receipt~~heading of“Risk ~~certain~~Factors” ~~voting~~in ~~proxies~~our Annual Report on Form 10-K, ~~controls~~which ais ~~majority~~incorporated ofby reference in this prospectus, together with the ~~voting~~other ~~power~~information ofcontained ~~our~~in ~~outstanding~~this ~~Common~~prospectus. ~~Stock~~We ~~with~~believe ~~respect~~the risks described below are the risks that are material to us as of the ~~election~~date of this prospectus. If any of the following risks actually occur, our ~~directors~~business, financial condition, results of operations, and asfuture agrowth ~~result~~prospects wecould ~~are~~be amaterially ~~controlled~~and ~~company~~adversely ~~within~~affected. In these circumstances, the ~~meaning~~market price of ~~corporate~~our ~~governance~~Common ~~standards.~~Stock ~~See~~could ~~“Risk~~decline, ~~Factors”~~ and ~~“Management—Controlled~~you ~~Company~~may ~~Exemption~~lose all or part of your investment.”

~~The~~Risks ~~number~~Related ofto ~~shares~~This ofOffering ~~Common Stock outstanding is based on 159,251,122 shares of Common Stock outstanding as of November 10, 2025,~~ and ~~excludes~~Ownership ~~(i) 24,110,000 shares~~ of ~~Common~~Our ~~Stock reserved for future issuance under our omnibus equity incentive plan (the “Equity Incentive Plan”), (ii) 15,560,131 shares of~~ Common Stock issuable upon exercise of outstanding options with a weighted average exercise price of $1.3102, or (iii) 646,464 shares of Common Stock reserved for issuance upon exercise of warrants to purchase preferred stock at an exercise price of $21.1725 per share outstanding as of November 10, 2025.

7The market price of our Common Stock may be volatile or may decline steeply or suddenly regardless of our operating performance. You may not be able to resell your shares at or above the price you pay for them, and you may lose all or part of your investment.

~~Table~~The market price of our ~~Contents~~Common Stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:

~~RISK~~• ~~FACTORS~~actual or anticipated fluctuations in our revenues or other operating results;

~~Investing~~• invariations ~~our~~between ~~Common Stock involves a high degree of risk. Before you decide to invest in~~ our ~~Common~~actual ~~Stock,~~operating ~~you~~results ~~should consider carefully the risks described below, together with the other information contained in this prospectus, including our consolidated financial statements~~ and the ~~related~~expectations ~~notes appearing elsewhere in this prospectus. We believe the risks described below are the risks that are material to us as~~ of ~~the~~securities ~~date of this prospectus. If any of the following risks actually occur~~analysts, ~~our business~~investors, ~~financial condition, results of operations,~~ and ~~future growth prospects could be materially and adversely affected. In these circumstances,~~ the ~~market~~financial ~~price of our Common Stock could decline, and you may lose all or part of your investment.~~ community;

~~Risks~~• ~~Related~~any forward-looking financial or operating information we may provide to ~~Our~~the ~~Business~~public or securities analysts, any changes in this information or our failure to meet expectations based on this information;

If• weactions ~~fail~~of tosecurities ~~manage~~analysts ~~our~~who ~~growth~~initiate ~~effectively~~or maintain coverage of us, wechanges ~~may~~in befinancial ~~unable~~estimates toby ~~execute~~any ~~our~~securities ~~business~~analysts ~~plan~~who ~~and~~follow ~~our~~us ~~business,~~or ~~financial~~our ~~condition,~~failure ~~and~~to ~~results~~meet ofthese ~~operations~~estimates ~~could~~or bethe ~~harmed.~~expectations of investors;

We• ~~have~~additional ~~experienced,~~shares ~~and~~of ~~may~~Common ~~continue~~Stock tobeing ~~experience,~~sold ~~rapid~~into ~~growth,~~the ~~which~~market ~~has~~by ~~placed,~~us ~~and~~or ~~may~~our ~~continue~~existing ~~to place~~stockholders, ~~significant~~or ~~demands~~the onanticipation ~~our~~of ~~management,~~such sales ~~and marketing~~, ~~administrative,~~including ~~financial,~~if ~~R&D,~~existing ~~and~~stockholders ~~other~~sell ~~resources.~~shares ~~Additionally,~~into ~~our~~the ~~organizational~~market ~~structure~~when isthe ~~becoming~~applicable ~~more~~“lock-up” ~~complex~~periods as we scale our operational, financial and management controls, as well as our reporting systems and procedures. If we fail to manage our anticipated growth, such failure could negatively affect our reputation and harm our ability to attract new customers and to grow our business. end;

In• ~~order~~announcements toby ~~achieve~~us ~~the~~or ~~future~~our ~~revenue~~competitors ~~growth~~of wesignificant ~~have projected, we must develop and market new~~ products ~~and~~or ~~services.~~features, Weinnovations, ~~intend~~acquisitions, tostrategic ~~expand~~partnerships, ~~our~~joint ~~operations significantly. To properly manage our growth~~ventures, wecapital ~~will need to hire and retain additional personnel~~commitments, ~~upgrade our existing operational management and financial and reporting systems~~divestitures, ~~and~~or ~~improve~~other ~~our business processes and controls. Our future expansion will include:~~ dispositions;

• ~~scaling~~loss ~~our~~of ~~revenue~~relationships ~~and~~with ~~achieving~~significant ~~the~~suppliers ~~operating~~or ~~efficiencies~~other ~~necessary to achieve and maintain profitability~~customers;

• ~~anticipating~~changes in operating performance and ~~responding~~stock tomarket ~~changing~~valuations ~~customer~~of ~~preferences~~companies in our industry, including our competitors;

• ~~anticipating~~difficulties ~~and responding to macroeconomic changes generally, including changes~~ in ~~the~~integrating ~~markets~~any ~~for~~new ~~launch~~acquisitions ~~services~~we ~~and~~may ~~spacecraft solutions and services and related technology and components~~make;

• ~~improving~~loss ~~and~~of ~~expanding~~services ~~our~~from ~~operations~~members ~~and~~of ~~information~~management ~~systems~~or employees or difficulty in recruiting additional employees;

• ~~successfully~~deterioration ~~competing~~of ~~against~~economic ~~established~~conditions ~~companies~~in the United States and ~~new~~reduction ~~market~~in ~~entrants~~demand for our products;

• ~~managing~~price and ~~improving~~volume ~~our~~fluctuations ~~business~~in ~~processes~~the inoverall ~~response~~stock tomarket, ~~changing~~including ~~business~~as ~~needs~~a result of general economic trends;

• ~~effectively~~lawsuits ~~scaling~~threatened ~~our~~or ~~operations~~filed ~~while~~against ~~maintaining~~us, ~~high~~or ~~customer~~events ~~satisfaction~~that negatively impact our reputation; and

• ~~realizing~~developments ~~the~~in ~~expected~~new ~~benefits~~legislation ofand ~~the~~pending ~~SciTec~~lawsuits ~~acquisition,~~or ~~and~~regulatory ~~integrating~~actions, ~~any~~including ~~future~~interim ~~acquisitions,~~or ~~including~~final ~~personnel,~~rulings ~~systems,~~by ~~and~~judicial ~~business~~or ~~processes;~~regulatory bodies.

•8 ~~avoiding or managing interruptions in our business from information technology downtime, cybersecurity breaches and other factors affecting our physical and digital infrastructure;~~

•In ~~adapting~~addition, extreme price and volume fluctuations in the stock markets have affected and continue to ~~changing~~affect ~~conditions~~the stock prices of many companies. Often, their stock prices have fluctuated in ways unrelated or disproportionate to their operating performance. In the past, stockholders have filed securities class action litigation against companies following periods of market volatility. Such securities litigation, if instituted against us, could subject us to substantial costs, divert resources and the attention of management from our ~~industry;~~business and seriously harm our business.

•Future ~~complying~~sales ~~with~~of ~~regulations~~our ~~applicable~~Common toStock and other actions by existing stockholders could cause our ~~business;~~stock price to decline.

8Sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, including sales by AE Industrial Partners, could depress the market price of our Common Stock. Furthermore, certain holders of our Common Stock or their transferees, are entitled to rights with respect to the registration of their shares under the Securities Act of 1933, as amended (the “Securities Act”), including demand and “piggy-back” registration rights.

~~Table~~In connection with this offering, our directors, executive officers, and the Selling Securityholders have agreed, for the duration of ~~Contents~~the lock-up period not to dispose of or hedge any of their Common Stock or securities convertible into or exchangeable for shares of Common Stock, except with the prior written consent of at least two of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters.

•When ~~hiring~~the ~~and~~lock-up ~~training~~period ~~talented~~in ~~employees~~these atagreements expires, the lock-up parties will be able to sell shares in the public market. In addition, two of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters may, in their sole discretion, release all ~~levels~~or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. Sales of a substantial number of such shares, or the perception that such sales may occur, upon the expiration or early release of the securities subject to the lock-up agreements could cause the price of our ~~business;~~Common Stock to decline or make it more difficult for you to sell your Common Stock at a time and price that you deem appropriate.

•We ~~developing~~currently ~~new~~do ~~technologies;~~not anticipate paying any cash dividends for the foreseeable future. In addition, the terms of our indebtedness limit our ability to pay dividends or make other distributions on, or to repurchase or redeem, shares of our capital stock. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our Common Stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our Common Stock that will prevail in the market after this offering will ever exceed the price you paid. See “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividends” in our Annual Report on Form 10-K.

•If ~~controlling~~securities ~~expenses~~or ~~and~~industry ~~investments~~analysts ineither ~~anticipation~~do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, if they adversely change their recommendations regarding our Common Stock, or if our operating results do not meet their expectations or any financial guidance we may provide, the trading price or trading volume of ~~expanded~~our ~~operations;~~Common Stock could decline.

•The ~~upgrading~~trading ~~the~~market ~~existing~~for ~~operational~~our ~~management~~Common ~~and~~Stock ~~financial~~is ~~reporting~~influenced ~~systems~~in part by the research and ~~team~~reports tothat ~~comply~~securities or industry analysts may publish about us, our business, our market, or our competitors. If one or more of the analysts initiate research with ~~requirements~~an asunfavorable rating or downgrade our Common Stock, provide a ~~public~~more favorable ~~company;~~recommendation ~~and~~regarding our competitors, or publish inaccurate or unfavorable research about our business, our Common Stock price would likely decline. If one or more analysts who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Common Stock to decline.

•In ~~implementing~~addition, ~~and~~if ~~enhancing~~we ~~administrative~~do ~~infrastructure,~~not ~~systems~~meet any financial guidance that we may provide to the public or if we do not meet expectations of securities analysts or investors, ~~and~~the ~~processes~~trading price of our Common Stock could decline significantly.

If9 our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, R&D, customer and commercial strategy, products and services, supply, and manufacturing functions. These efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business as currently planned or within the planned timeframe. The continued expansion of our business may also require additional manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for the manufacture of our space vehicles and related equipment. Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to produce our space vehicles and related equipment, and delays in production. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount, and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition, and results of operations.

We Our ~~have~~operating aresults ~~history~~may offluctuate ~~losses,~~significantly wefrom ~~anticipate~~period ~~increasing~~to ~~operating~~period ~~expenses~~as ~~and~~a ~~capital~~result ~~expenditures~~of changes in ~~the~~a ~~future~~variety ~~and~~of wefactors ~~may~~affecting ~~not~~us beor ~~able~~our industry, many of which are difficult to ~~achieve~~predict. ~~and~~As a result, ifwe ~~ever~~may ~~achieved,~~experience ~~maintain~~challenges ~~profitability~~in forecasting our operating results for future periods.

WeOur ~~experienced~~management ~~net~~team ~~losses~~will ofhave ~~$231.1 million~~broad ~~and~~discretion ~~$135.5 million~~to ~~for~~ use the ~~years ended December 31, 2024 and 2023, respectively, and~~ net ~~losses~~proceeds offrom ~~$257.3 million~~this ~~and $147.0 million for the nine months ended September 30~~offering, ~~2025~~ and ~~2024,~~its ~~respectively.~~investment We expect to continue to incur net losses for the next several years and we may not achieve or maintain profitability in the future. Because the markets for launch services, space systems, related components and space data applications are evolving, it is difficult for us to predict our future results of ~~operations or the limits of our market opportunity. In addition, our customers for whom we provide~~ these ~~products~~proceeds ~~and services~~ may experience delays or technical challenges with their products and services that limit or delay our expected revenue and future growth opportunities from those customers. We expect our operating expenses and capital expenditures to significantly increase as we make significant investments, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel. These efforts may be more costly than we expect and may not ~~result~~yield ~~in revenue growth or increased efficiency. In addition, as we grow as~~ a ~~public~~favorable ~~company, we will continue to incur additional significant administrative expenses that we did not incur as a private company~~return. If our revenue does not increase to offset these expected increases in our operating expenses, we will not be profitable in future periods. Our ability to achieve profitability is dependent on our ability to generate cash flows from operations, identify and obtain additional sources of funding and pursue expense reduction opportunities, but we may be unable to successfully implement these strategies. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected. We cannot assure you that we will ever achieve or sustain profitability and may continue to incur significant losses going forward. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our Common Stock to decline.

9Our management team will have broad discretion in the application of the net proceeds from this offering and could spend or invest the proceeds in ways that may not yield a favorable return or enhance the value of our Common Stock. Accordingly, investors will need to rely on our management team’s judgment with respect to the use of these proceeds. We intend to use the proceeds from this offering in the manner described in the section titled “Use of Proceeds.” The failure by management to apply these funds effectively could negatively affect our ability to operate and grow our business. We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors, including any milestone payments received from any future strategic partnerships. Accordingly, we will have broad discretion in using these proceeds. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

~~Table~~We ofdo ~~Contents~~not anticipate paying cash dividends, and, accordingly, stockholders must rely on share appreciation for any return on their investment.

We have never inpaid ~~the~~any ~~past~~dividends ~~and~~on ~~may~~our incapital ~~the~~stock. ~~future~~We ~~experience~~currently ~~delayed~~intend ~~launches,~~to ~~launch~~retain ~~failures, failure of~~ our ~~launch~~future ~~vehicles~~earnings, ~~landers~~if any, ~~or orbital vehicles~~ to ~~reach~~fund ~~their~~the ~~planned~~development ~~orbital~~and ~~locations,~~growth ~~significant~~of ~~increases~~our inbusinesses ~~the~~and ~~costs~~do ~~related~~not toanticipate ~~launches~~that ofwe ~~launch~~will ~~vehicles,~~declare ~~landers,~~ or ~~orbital~~pay ~~vehicles,~~any ~~and~~cash ~~insufficient~~dividends ~~capacity~~on ~~available~~our ~~from~~capital ~~third-party~~stock in ~~providers~~the offoreseeable ~~launch~~future. ~~services~~See ~~with~~the ~~whom~~section wetitled ~~partner~~“Dividend Policy.” ~~Any~~As ~~such~~a ~~issue could~~ result, incapital ~~the~~appreciation, ~~loss~~if any, of our ~~launch~~Common ~~vehicles,~~Stock ~~landers,~~will orbe ~~orbital~~your ~~vehicles~~sole orsource ~~cause~~of ~~significant~~gain ~~delays~~on inyour ~~their~~investment ~~deployment,~~for ~~which~~the ~~could~~foreseeable ~~harm~~future. ~~our~~Investors ~~business,~~seeking ~~financial~~cash dividends ~~condition,~~should ~~and~~not ~~results~~invest ofin ~~operations~~our Common Stock.

~~Delays~~Future inissuances launching launch vehicles, landers or orbital vehicles are common and can result from manufacturing delays, supply chain delays, natural or man-made disasters, adverse weather conditions or issues at the facilities used for testing, training, and operating space-related activities, including launch sites, extended product development programs, unavailability of reliable launch opportunities with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals, regulatory standards preventing us from launching at certain times, unexpected national priority events, changes in landing coordinates, updates to mission specifications (including mission scope and objectives), our ~~customers~~Common ~~exercising~~Stock their right to delay for a fee pursuant to the terms of their contractual arrangements, launch failures, and unexpected events or disruptions that occur during transportation of launch vehicles or other equipment to the launch payload processing facility. If launch vehicle or lander manufacturing schedules are not met, a launch opportunity may not be available at the time the satellites or landers are ready to be launched. We also share launches with other satellite or launch vehicle manufacturers (particularly in the context of our ridesharing arrangements with customers) and launch service providers who have caused, and may in the future cause, launch delays that are outside of our control. In addition, launch vehicles or satellite deployment mechanisms may fail, which could result in ~~the destruction of any satellites or landers we have in such launch vehicle or an inability for the satellites or landers to perform their intended mission. Launch failures also result in~~ significant ~~delays~~dilution ~~in the deployment of satellites or landers because of the need~~ to manufacture replacement parts and to obtain alternative launch opportunities and Federal Aviation Administration (“FAA”) approval to launch again. For example, on April 29, 2025 an anomaly occurred during our ~~Alpha mission that launched from Vandenberg Space Force Base in California. As a result~~stockholders, dilute the ~~FAA~~voting ~~required~~power us to conduct a mishap investigation before we could conduct further launches. As announced on August 26, 2025, we have since received clearance from the FAA to resume Alpha rocket launches. We also regularly review intended landing coordinates in order to determine the optimal landing site for our landers in consultation with NASA, while also updating mission specifications such as the scope of ~~missions and the mission objectives. As such, from time to time, we have made, and expect to continue to make, material modifications to~~ our ~~missions,~~Common ~~each~~Stock ~~of which may, alone or in the aggregate, cause us to experience material delays. Further, it could be more costly,~~ and ~~potentially~~depress ~~prohibitively more costly, for us to launch and deploy our satellites or landers in~~ the ~~future~~market ~~due~~price ~~to increases in the cost~~ of launches, launch insurance rates, and launch-related services. We have previously experienced, and may experience in the future, delays or other complications in the design, development, manufacture, launch, production, delivery, or servicing ramp of our ~~product~~Common ~~and service offerings~~Stock. If delays like this arise or recur, if our remediation measures and process changes are not successful, if our customers exercise their right to delay pursuant to the terms of our contractual arrangements, if there is an increase in the cost of launches or related services, or if we experience other issues with design, production, or quality underperformance or failures, there could be a material adverse effect on our business, financial condition, and results of operations.

IfFuture weissuances ~~are~~of ~~unable~~our toCommon ~~adapt~~Stock could result in dilution to ~~and~~existing ~~satisfy~~holders ~~customer~~of ~~demands~~our ~~with~~Common ~~respect~~Stock. toSuch issuances, or the perception that such issuances may occur, could depress the market price of our ~~product~~Common ~~and~~Stock. ~~service~~We ~~offerings~~may inissue aadditional ~~timely~~equity ~~and~~securities ~~cost-effective~~from ~~manner~~time to time, including orequity ifsecurities wethat ~~are~~could ~~unable~~have rights senior to ~~manufacture~~those of our ~~launch~~Common ~~vehicles,~~Stock. ~~landers~~As a result, orpurchasers ~~orbital~~of ~~vehicles~~shares atof aCommon ~~quantity~~Stock ~~and~~in ~~quality~~this offering bear the risk that ~~our~~future ~~customers~~issuances ~~demand~~of equity securities may reduce the value of their shares and dilute their ownership interests. Also, ~~our~~to ~~ability~~the extent outstanding stock-based awards are issued or become vested, there will be further dilution to ~~grow~~the ~~our~~holders ~~business~~of ~~may~~our ~~suffer~~Common Stock.

~~The~~An ~~success~~active, ofliquid ~~our~~trading ~~business~~market ~~depends~~for ~~in part on effectively managing and maintaining~~ our ~~commercial~~Common ~~launch~~Stock ~~services,~~may ~~manufacturing~~not abe ~~sufficient volume of launch vehicles~~sustained, ~~landers,~~which ~~and~~may ~~orbital~~limit ~~vehicles,~~your conducting a sufficient number of launches to meet customer demand, and providing customers with a high-quality experience that meets or exceeds their expectations. Even if we succeed in developing launch vehicles, landers, and orbital vehicles or producing these and other products consistent with our targeted timelines and customers’ expectations, we could thereafter fail to develop the ability to ~~produce~~sell ~~these~~your ~~products or provide the corresponding cislunar services at a sufficient volume with a quality management system that ensures each unit performs as required~~shares. Any delay in our ability to produce launch vehicles, landers, and orbital vehicles or provide cislunar services at the rate our customers require and with a reliable quality management system could have a material adverse effect on our business. If our current or future launch services do not meet expected performance or quality standards, including with respect to customer safety and satisfaction, we could experience operational delays. Further, launch operations within restricted airspace require advance scheduling and coordination with government agencies and owners of launch sites and other users, and any high priority national defense assets will have priority in the use of these

10Our IPO occurred in August 2025. Therefore, there has only been a public market for our Common Stock for a short period of time. Although our Common Stock is listed on Nasdaq under the trading symbol “FLY,” there is a very limited trading history and an active trading market for our Common Stock may not be sustained. The public offering price in this offering will be determined by negotiations between us, the Selling Securityholders and the underwriters and may not be indicative of market prices of our Common Stock that prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to continue would likely have a material adverse effect on the value of our Common Stock. The market price of our Common Stock may decline

~~Table~~10 ~~of Contents~~

~~resources~~below the public offering price, ~~which~~and you may ~~impact~~not ~~the~~be ~~cadence~~able to sell your shares of our ~~launch~~Common ~~operations~~Stock at or ~~could~~above ~~result~~the inprice ~~cancellations,~~you ~~launch~~pay ~~facility~~in ~~transfers,~~this ~~additional costs~~offering, or ~~rescheduling~~at all. ~~Any~~An ~~operational~~inactive ormarket ~~manufacturing~~may ~~delays~~also orimpair ~~other~~our ability ~~unplanned~~to ~~changes~~raise capital to ~~our~~continue ~~ability~~ to ~~conduct~~fund ~~our~~operations ~~launches~~by orissuing ~~manufacture~~additional shares of our ~~products~~Common ~~could~~Stock ~~have~~or aother ~~material~~equity ~~adverse~~or ~~effect~~equity-linked onsecurities and may impair our ~~business,~~ability ~~financial~~to ~~condition,~~acquire ~~and~~other ~~results~~companies ofor ~~operations~~technologies by using any such securities as consideration.

~~Space~~Our isoperating aresults ~~harsh~~ and ~~unpredictable~~stock ~~environment~~price ~~where~~may ~~our~~be ~~products~~volatile, and ~~service~~the ~~offerings~~market ~~are~~price ~~exposed to a wide and unique range~~ of ~~environmental~~our ~~risks,~~Common ~~including,~~Stock ~~among~~after ~~others,~~this ~~coronal~~offering ~~mass~~may ~~ejections,~~drop below ~~solar~~the ~~flares,~~price ~~and~~you ~~other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance~~pay.

~~Space~~Our ~~weather,~~quarterly ~~including~~operating ~~coronal~~results ~~mass~~are ~~ejections~~likely ~~and~~to ~~solar~~fluctuate ~~flares~~in ~~have~~ the ~~potential~~future. toGeneral ~~impact the performance and controllability of launch vehicles and spacecraft on orbit~~economic, ~~including~~market ~~completely disabling our launch vehicles~~ or political ~~spacecraft~~conditions oncould ~~orbit.~~subject ~~Although~~the wemarket ~~have~~price ~~some~~of ~~ability to actively maneuver~~ our ~~spacecraft~~Common Stock to ~~avoid~~wide ~~potential~~price ~~collisions~~fluctuations ~~with~~regardless ~~space debris or other spacecraft, this ability is limited by, among other factors, uncertainties, and inaccuracies in the projected orbit location~~ of ~~and~~our ~~predicted~~operating ~~conjunctions with debris objects tracked and cataloged by the U~~performance.S. ~~government.~~The ~~Additionally,~~market ~~some~~price ~~space debris is too small to be tracked and therefore its orbital location is completely unknown; nevertheless, this debris is still large enough to potentially cause severe damage or a failure~~ of our ~~launch~~Common ~~vehicles~~Stock orhas ~~spacecraft~~ranged ~~should~~from ~~a collision occur~~$73.80 ~~Any such damage~~ to ~~our~~$16.00 ~~launch~~from ~~vehicles and spacecraft could impact~~ the ~~success~~date of our ~~customers’~~IPO ~~missions~~to May 22, ~~our~~2026. ~~reputation,~~Our ~~the~~operating ~~reusability~~results ~~of certain of our products~~ and ~~have~~the ~~other~~trading ~~negative~~price ~~effects~~of ~~that~~our weCommon doStock ~~not~~may ~~currently~~fluctuate ~~anticipate,~~in ~~any~~response ofto ~~which~~various ~~could adversely impact our business~~factors, ~~results~~including: ~~of operation and financial condition.~~

We• ~~derive~~market aconditions ~~substantial~~in ~~amount of~~ our ~~revenues~~industry ~~and backlog from only a few of our customers. A loss of,~~ or ~~default~~the ~~by,~~broader ~~one~~stock ~~or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our revenues and backlog.~~ market;

~~For~~• ~~the~~actual nine months ended September 30, 2025, our top four customers together accounted for over 93% of our revenue, and our top five backlog customers accounted for approximately 92% of our backlog as of September 30, 2025. Our customers may change their ordering patterns or ~~business~~anticipated ~~strategy,~~fluctuations ~~be delayed~~ in ~~the fulfillment of their contractual obligations to us, reduce or cease their use of~~ our ~~services,~~quarterly or become unable to pay for services they had contracted to buy, whether due to a downturn in their business or otherwise. A substantial amount of our backlog for government customers is also subject to risks of future government funding levels, which may be substantially curtailed or abandoned, resulting in contract cancellations, modifications, delays, or reduction in orders. In particular, the current administration has indicated it is committed to decreasing federal spending and the size of government. If the administration were to take actions that impacted the amount our government customers are able to spend on our services, it could materially adversely impact our business, results of operations, and financial ~~condition. In addition, some of our customers’ industries are undergoing significant consolidation,~~ and our customers may be acquired by each other or other companies, including by our competitors. Such acquisitions could adversely affect our ability to sell services to such customers and to any end-users whom they serve. Our customers may in the future default, on their obligations to us due to bankruptcy, lack of liquidity, operational failure, or other reasons. Such defaults could adversely affect our revenues, operating margins, and cash flows. In addition, under our contracts, our customers generally have the right to terminate, cancel, or curtail our contracts for convenience. Any decisions by our customers to terminate, cancel, or curtail our contracts would adversely affect our backlog revenues, revenue growth, and profitability. If our backlog is reduced due to the financial difficulties of our customers or other reasons, including cancellations for convenience, our revenues, operating margins, and cash flows would be further negatively impacted. results;

~~Disruptions~~• inintroduction ~~U.S.~~of ~~government~~new ~~operations~~products ~~and~~or ~~funding~~services ~~could~~by ~~have~~us aor ~~material adverse effect on~~ our ~~revenues, earnings, and cash flows, and otherwise adversely affect our financial condition.~~ competitors;

~~Any~~• ~~disruptions~~issuance inof ~~federal~~new ~~government~~or ~~operations~~changed ~~could~~securities ~~have~~analysts’ areports material adverse effect on our revenues, earnings, and cash flows. A prolonged failure to maintain significant U.S. government operations, particularly those pertaining to our business, could have a material adverse effect on our revenues, earnings, and cash flows. Continued uncertainty related to recent and future government shutdowns, the budget and/or the failure of the government to enact annual appropriations, such as long-term funding under a continuing resolution, could have a material adverse effect on our revenues, earnings, and cash flows. Additionally, disruptions in government operations may negatively impact regulatory approvals and guidance that are important to our operations. recommendations;

11• sales, or anticipated sales, of large blocks of our Common Stock;

~~Table~~• additions or departures of ~~Contents~~key personnel;

~~Our~~• ~~business~~regulatory ~~may~~or bepolitical ~~adversely affected by changes in budgetary priorities of the U.S. government.~~ developments;

~~Changes~~• inlitigation ~~federal government budgetary priorities could directly affect our financial performance~~ and ~~could~~governmental have a material adverse effect on our business, results of operations, prospects, and financial condition. A significant decline in government expenditures, a shift of expenditures away from programs that support the industry in which we operate or related industries or a change in federal government contracting policies could cause federal government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts at any time without penalty or not to exercise options to renew contracts, any of which could result in decreased sales of our products, and could adversely impact the trading price of our Common Stock. In addition, if government budgets are not approved in a timely fashion, our U.S. government customers may not be able to start new programs and may not have adequate funding for existing programs, which could impact the progress in achieving certain milestones under our contracts and our business, results of operations, and financial condition. investigations;

~~Increased~~• ~~congestion~~investors’ ~~from~~perception ~~the proliferation~~ of ~~LEO constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots.~~ us;

~~Recent~~• ~~years~~events ~~have~~beyond seen increases in the number of spacecraft deployed to LEOs, and publicly announced plans call for many thousands of additional spacecraft deployments over the next decade. The proliferation of these LEO constellations could materially increase the risks of potential collision with space debris or another spacecraft and affect our ~~ability~~control tosuch ~~effectively~~as ~~access~~weather ~~sufficient orbital slots to support the expected growth across our business, which could in turn have an adverse impact on the trading price of our Common Stock~~ and ~~our~~war; ~~business.~~ and

~~The~~• ~~market~~any ~~for~~default ~~commercial launch services for small- and medium-sized payloads is still emerging, and shifting, and the market may not achieve the growth potential we expect. Our own growth relies~~ on our ~~ability to add new launch sites, which could be delayed by business or regulatory challenges~~indebtedness.

~~The~~These ~~market for in-space infrastructure services, in particular, commercial launch services for small-sized payloads, has not been well established~~ and isother ~~still emerging and shifting~~factors, ~~with~~ many ~~players acting as customers, prime contractors, or acquirers, or targets~~ of ~~acquisitions.~~which ~~Our estimates for the total addressable launch market and satellite market~~ are ~~based~~beyond ~~on a number of internal and third-party estimates, including~~ our ~~backlog~~control, ~~the~~may ~~number~~cause ofour ~~potential~~operating ~~customers~~results ~~who~~and ~~have~~the ~~expressed~~market ~~interest~~price ~~in our launch services, assumed prices~~ and ~~production~~demand ~~costs~~ for our ~~launch vehicles, assumed flight cadence, our assumptions regarding our ability~~ shares to ~~leverage~~fluctuate ~~our current manufacturing and operational processes, and general market conditions~~substantially. ~~While~~Fluctuations wein ~~believe~~ our ~~assumptions~~quarterly ~~and~~operating ~~the~~results ~~data~~could ~~underlying~~limit ~~our~~or ~~estimates~~prevent ~~are~~investors ~~reasonable~~from atreadily ~~this~~selling ~~date~~their ~~and~~shares ~~time, these assumptions~~ and ~~estimates~~ may ~~not~~otherwise benegatively ~~correct~~affect ~~and~~ the ~~conditions~~market ~~supporting~~price ~~our~~and ~~assumptions~~liquidity ~~or estimates may change at any time, thereby reducing the predictive accuracy~~ of ~~these~~our ~~underlying factors~~shares. AsIn ~~a result~~addition, ~~our~~in ~~estimates of~~ the ~~potential customers~~ past, ~~total~~when ~~addressable market for our services, as well as~~ the ~~expected growth rate for the total addressable~~ market ~~for~~price ~~our~~of ~~services,~~stock ~~may~~has ~~prove~~been ~~to be incorrect. Further~~volatile, ~~should~~holders ~~any~~ of ~~our~~that ~~customers~~stock behave ~~acquired~~sometimes byinstituted ~~one~~securities ofclass ~~our~~action ~~competitors,~~litigation ~~our~~against ~~future~~the ~~revenue~~company ~~and~~that ~~prospects~~issued ~~may~~the ~~be impacted as those customers may decide not to continue to purchase our launch and other services~~stock. InIf ~~addition,~~any ~~part~~ of our ~~strategy~~stockholders ~~involves~~brought ~~increasing our launch frequency and capability. We currently operate~~ a ~~launch~~lawsuit ~~site~~against ~~at the Vandenberg Space Force Base in California~~us, ~~and~~ we ~~have~~could incur asubstantial ~~collaborative~~costs ~~agreement~~defending ~~with SSC to jointly launch satellites with our Alpha rocket from~~ the ~~spaceport at Esrange Space Center in Sweden, with an estimated starting date some time in 2026~~lawsuit. InSuch ~~the future, we expect to enter into~~ a ~~variety~~lawsuit ofcould ~~arrangements~~also todivert ~~secure additional launch sites within and outside~~ the ~~United~~time ~~States. We have in the past~~ and ~~may~~attention inof ~~the future experience delays in~~ our ~~efforts~~management tofrom ~~secure additional launch sites around the globe. Regulatory challenges or~~ our ~~inability~~business, towhich ~~timely secure the necessary permissions to establish these launch sites~~ could ~~delay~~significantly ~~our~~harm ~~ability to achieve~~ our ~~target~~profitability ~~launch cadence~~ and ~~could adversely affect our business~~reputation.

12Future offerings of equity securities by us may materially adversely affect the market price of our Common Stock.

~~Table~~In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of ~~Contents~~our Common Stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. In addition, we may seek to expand operations in the future to other markets which we would expect to finance through a combination of additional issuances of equity, corporate indebtedness, and/or cash from operations.

IfIssuing additional weshares ~~are~~of ~~unable~~our toCommon ~~manage~~Stock ~~the~~or ~~increasing~~other ~~technological~~equity ~~complexity~~securities ofor ~~our~~securities ~~business,~~convertible orinto ~~achieve~~equity ormay ~~manage~~dilute ~~our~~the ~~expected~~economic ~~growth,~~and voting rights of our ~~business~~existing ~~could~~stockholders beor ~~adversely~~reduce ~~affected.~~the market price of our

~~The~~11 technological complexity of our business has increased significantly over the last several years. This increased complexity and our expected growth has placed, and will continue to place, a strain on our management and our administrative, operational, and financial infrastructure. We anticipate that a further growth of headcount and facilities, domestically as well as internationally, will be required to address expansion in our product and service offerings and the geographic scope of our customer base. However, if we are unsuccessful in our efforts, our business could decline. Our success will depend in part upon the ability of our senior management to manage our increased complexity and expected growth effectively. To do so, we must continue to hire, train, manage, and integrate a significant number of qualified managers and engineers. If our new employees perform poorly, or if we are unsuccessful in hiring, training, managing, and integrating these new employees, or retaining these or our existing employees, then our business may experience declines. To support our expected growth, we must continue to improve our operational, financial, and management information systems. If we are unable to manage our growth while maintaining our quality of service, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, then our business, financial condition, and results of operations could be materially adversely affected.

We Common Stock or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our Common Stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a ~~limited~~preference ~~operating~~with ~~history~~respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock. Our decision to issue securities in anany ~~evolving~~future ~~industry~~offering will depend on market conditions and other factors beyond our control, which ~~makes~~may itadversely ~~difficult~~affect tothe ~~forecast~~amount, timing, or nature of our ~~revenue~~future offerings. Thus, ~~plan~~holders of our ~~expenses~~Common ~~and~~Stock ~~evaluate~~bear the risk that our future ~~business~~offerings may reduce the market price of our Common Stock and ~~future~~dilute ~~prospects~~their stockholdings in us. See Exhibit 4.1 to our Annual Report on Form 10-K incorporated by reference herein.

We12 have a limited operating history in a rapidly evolving industry that may not develop in a manner favorable to our business. While our business has grown rapidly, and much of that growth has occurred in recent periods, the markets for launch services, landers, orbital vehicles, related components, and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business. As a result of our limited operating history and ongoing changes in our new and evolving industry, including evolving demand for our products and services from government and commercial customers, our ability to forecast our future results of operations and plan for and model future growth is limited and subject to a number of uncertainties. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these or other factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts. If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our Common Stock price to decline.

IfSPECIAL weNOTE ~~continue~~REGARDING toFORWARD-LOOKING ~~expand~~STATEMENTS ~~outside the United States, we will be exposed to a variety of risks associated with international operations that could materially and adversely affect our business.~~

AsThis ~~part~~prospectus ofcontains ~~our~~forward-looking ~~growth~~statements. ~~strategy,~~Many westatements ~~have~~included in ~~the~~this ~~past~~prospectus ~~identified~~that are not statements of historical fact, including statements about our beliefs and inexpectations, ~~the~~are ~~future~~forward-looking ~~will~~statements. ~~aim~~Forward-looking statements are inherently subject to ~~continue~~risks ~~identifying~~and uncertainties, ~~potential~~some ~~customers~~of which cannot be predicted or quantified. These risks and ~~launch~~other ~~sites~~factors include, ~~outside~~but ofare not limited to, those listed under the ~~United~~heading ~~States.~~“Risk ~~For~~Factors” ~~example~~in this prospectus and in our Annual Report on Form 10-K, which is incorporated by reference in ~~June~~this ~~2024~~Registration Statement. In some cases, weyou ~~signed~~can aidentify ~~collaborative~~forward-looking ~~agreement~~statements ~~with~~by ~~Swedish~~terminology ~~Space~~such ~~Corporation~~as (“~~SSC~~anticipate,”) to“believe,” ~~jointly~~“continue,” ~~launch~~“could,” ~~satellites~~“estimate,” ~~with~~“expect,” “intend,” ~~our~~“may,” ~~Alpha~~“might,” ~~rocket~~“objective,” ~~from~~“ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” “would,” or the ~~spaceport~~negative atof ~~Esrange~~these ~~Space~~terms ~~Center~~or other comparable terminology. In particular, statements about the markets in ~~Sweden~~which we operate, ~~with~~including angrowth ~~estimated~~of ~~starting~~our ~~date~~various ~~some~~markets, ~~time~~statements inabout ~~2026.~~potential Asnew weproducts ~~expand~~and ~~internationally~~product innovation, westatements ~~are~~regarding ~~subject~~the toexpected ~~additional~~benefits ~~risks~~of ~~related~~the toacquisition ~~doing~~of ~~international~~SciTec, ~~business~~and other statements regarding our future and our expectations, ~~including:~~beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this prospectus are forward-looking statements.

•Some ~~restructuring~~of ~~our~~the ~~operations~~factors that could cause actual results to ~~comply~~differ ~~with~~materially from ~~local~~those ~~regulatory~~expressed ~~regimes;~~or implied by the forward-looking statements include:

• ~~identifying,~~our ~~hiring,~~failure ~~and~~to ~~training~~manage ~~highly~~our ~~skilled~~growth ~~personnel~~effectively inand ~~foreign~~our ~~jurisdictions~~ability to ~~the~~achieve ~~extent~~and ~~required~~maintain profitability;

• ~~unexpected changes in law, including tariffs, trade barriers, and regulatory requirements, including through~~ the ~~International~~potential ~~Traffic~~for indelayed ~~Arms~~or ~~Regulations~~failed ~~(“ITAR”)~~launches, ~~Export Administration Regulations (“EAR”),~~ and ~~Office~~any offailure ~~Foreign Assets Control (“OFAC”), especially in light~~ of ~~recent~~our ~~tariffs~~launch ~~announced~~vehicles byand ~~the~~spacecraft ~~U.S.~~to ~~presidential~~operate ~~administration~~as ~~or any retaliatory tariffs announced by other countries~~intended;

13• our inability to manufacture our launch vehicles, landers, or orbital vehicles at a quantity and quality that our customers demand;

~~Table~~• the hazards and operational risks that our products and service offerings are exposed to, including the wide and unique range of ~~Contents~~risks due to the unpredictability of space;

• ~~economic~~the ~~weakness,~~market ~~including~~for ~~inflation,~~commercial orlaunch ~~political~~services ~~instability~~for insmall- ~~foreign~~and ~~economies~~medium-sized ~~and~~payloads ~~markets~~not achieving the growth potential we expect;

• ~~compliance~~adverse ~~with~~impacts ~~tax,~~from ~~employment,~~future ~~immigration,~~disruptions ~~and~~in ~~labor~~U.S. ~~laws~~government ~~for~~operations ~~employees~~including ~~living~~as a result of delays or ~~traveling~~reduction ~~abroad~~in appropriations or regulatory approvals from our programs, or changes in U.S. government funding and budgetary priorities and spending levels;

• ~~foreign~~our ~~taxes~~dependence on contracts entered into in the ordinary course of business and our dependence on major customers and vendors;

• ~~the~~we ~~need~~may ~~for~~not ~~U.S.~~be ~~government~~successful ~~approval~~in todeveloping ~~operate~~new ~~our space systems outside the United States~~technology;

• ~~foreign~~uncertain ~~currency~~global ~~fluctuations,~~macroeconomic ~~which~~and ~~could~~political ~~result~~conditions, inincluding ~~increased~~the ~~operating~~implementation ~~expenses~~of tariffs and ~~reduced~~the ~~revenue~~Iran conflict;

• ~~government~~the ~~appropriation~~failure of ~~assets~~our orinformation technology systems, physical or electronic security protections;

• the ~~infringement,~~inability ~~misappropriation,~~to oroperate ~~other~~Alpha ~~violation~~at of our ~~intellectual~~anticipated ~~property~~launch byrate ~~our~~(including ~~partners~~due to potential regulatory delays) or ~~other~~finalize ~~third~~the ~~parties~~development and delivery of Eclipse;

• ~~workforce~~the ~~uncertainty~~scarcity inor ~~countries~~unavailability ~~where~~of ~~labor~~critical ~~unrest~~components isor ~~more~~raw ~~common~~materials ~~than~~used to manufacture our products or used in ~~the~~our ~~United~~development ~~States~~programs;

• ~~reduced~~the ~~spend~~fluctuation ~~from~~of our ~~U.S.~~operating ~~government customers~~results; ~~and~~

• ~~disadvantages~~adverse ofpublicity ~~competing~~stemming ~~against companies~~ from ~~countries~~any ~~that~~incident ~~are~~involving ~~not subject to U.S. laws and regulations~~us, ~~including~~our ~~the U.S. Foreign Corrupt Practices Act~~competitors, ~~OFAC~~or ~~regulations and U.S. anti-money laundering regulations, as well as exposure of~~ our ~~foreign operations to liability under these regulatory regimes.~~customers;

In• ~~addition,~~the ~~any~~failure ~~non-U.S. sales are subject~~ to ~~both~~adequately ~~U.S.~~protect and non-U.S. governmental regulations and procurement policies and practices, including regulations relating to import-export control, tariffs, investment, exchange controls, anti-corruption laws, and repatriation of earnings. Non-U.S. sales are also subject to varying currency, political, and economic risks. The violation of any regulation could adversely affect our ~~plans~~proprietary ~~for~~intellectual ~~international~~property ~~expansion.~~ rights;

~~Many~~• ofshortfalls ~~our contracts are government contracts or issued under government contracts. The inability to comply with any of our contracts or meet eligibility requirements may result~~ in ~~financial~~available ~~liabilities,~~external ~~failure~~research ~~to receive security clearance certifications,~~ and ~~loss~~development ~~of current and future business.~~ funding;

A• ~~number of~~ our ~~contracts~~inability ~~are with a government customer, or are subcontracts entered into in connection with a prime contract with a government customer. U.S. government contracts generally are subject~~ to the FAR, agency-specific regulations that supplement FAR, such as the U.S. Department of Defense’s (the “DoD”) Federal Acquisition Regulations, and other applicable laws, security requirements, and regulations. These regulations impose a broad range of requirements and terms, many of which are unique to U.S. government contracting, including various procurement, import and export, security, contract pricing and cost, contract termination and adjustments, mandatory disclosure, and audit requirements. For example, we are at times required to obtain approval to export, re-export or transfer (in-country) our products from U.S. government agencies and similar agencies elsewhere in the world. Failure to obtain approval to export, or a determination by the U.S. government or similar agencies elsewhere in the world from which we failed to receive required approvals or licenses, could eliminate or restrict our ability to sell our products outside the United States or another country of origin, and the penalties that could be imposed by the U.S. government or other applicable government for failure to comply with these laws could be significant. Our customers are often required to flow down additional government contract terms to us, and we have no ability to negotiate or object to such terms. These requirements and terms that may increase our costs of doing business and reduce our profits under these contracts. Our failure to comply with any of the terms of our contracts could result in delays in the performance of our services, an inability to acquire government or commercial contracts, reductions of the value of contracts, contract modifications or termination, inability to bill and collect receivables from customers, contractual ~~damages, the requirement to reperform work, the assessment of penalties~~ obligations;

1413

~~Table~~• ofour ~~Contents~~failure to establish and maintain important relationships with government agencies and prime contractors;

~~and~~• ~~fines~~risks ~~that~~relating ~~could lead~~ to ~~suspension or debarment from U.S. government contracting or subcontracting, and potential civil and criminal liability. Government contracts are also generally subject to greater scrutiny by~~ the ~~government~~laws, ~~which~~security ~~can initiate reviews, audits, and investigations regarding our compliance with government contract~~ requirements~~. Government contracts may be subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. In particular~~, ~~“whistleblower”~~regulations ~~provisions under federal law also allow private individuals, including present~~ and ~~former~~policies ~~employees,~~applicable to ~~sue on behalf of the U.S.~~ government. ~~Any penalties, damages, fines, suspension, or damages could adversely affect our ability to operate our business and our financial results.~~ contracting;

We• ~~are~~the ~~subject~~inability to ~~certain~~realize ~~unique~~our ~~business risks as a result of supplying services to the U.S. government.~~ backlog;

~~Companies~~• ~~engaged in supplying defense-related services to U.S. government agencies, whether through direct contracts with~~ the ~~U.S.~~dependence ~~government~~on orour as a subcontractor to customers contracting with the U.S. government, are subject to business risks specific to the defense industry. These risks include the ability of the U.S. government to unilaterally: facilities;

• ~~suspend~~evolving usgovernment ~~from receiving new contracts based on alleged violations of procurement~~ laws orand regulations;

• ~~terminate~~potential ~~existing~~benefits ~~contracts~~and synergies in connection with the SciTec acquisition;

• ~~revoke~~the ~~required~~Company’s ~~security~~ability ~~clearances~~to implement and maintain effective internal control over financial reporting in the future;

• ~~reduce~~our ~~the~~ability ~~value~~to ofgenerate ~~existing~~sufficient ~~contracts~~cash to service our indebtedness; and

• ~~audit~~the ~~our~~other ~~contract-related~~factors ~~costs~~set forth under “Risk Factors” and ~~fees~~elsewhere in this prospectus and “Risk Factors” and elsewhere in our Annual Report on Form 10-K, ~~including~~which ~~allocated~~is ~~indirect~~incorporated ~~costs~~by reference in this prospectus.

UWe have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs.S. ~~government~~The ~~contracts~~outcome ~~can~~of bethe ~~terminated~~events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described under “Risk Factors” and elsewhere in this prospectus and “Risk Factors” and elsewhere in our Annual Report on Form 10-K, which is incorporated by ~~the~~reference Uin this prospectus.S These risks are not exhaustive. ~~government~~Other atsections ~~its~~of ~~convenience~~this ~~without~~prospectus ~~notice~~include additional factors that could adversely affect our business and financial performance. ~~Termination~~Moreover, ~~for~~we ~~convenience~~operate ~~provisions~~in ~~provide~~a ~~only~~very competitive ~~for~~and ~~our~~rapidly ~~recovery~~changing ofenvironment. ~~costs~~New ~~incurred~~risks orand ~~committed~~uncertainties emerge from time to time, ~~settlement~~and ~~expenses~~it is not possible for us to predict all risks and ~~profit~~uncertainties that could have an impact on the ~~work~~forward-looking ~~completed~~statements ~~prior~~contained toin ~~termination~~this prospectus. We cannot be sure that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in, or implied by, the forward-looking statements.

~~U.S.~~In ~~government~~addition, ~~in-sourcing~~statements ~~could~~that ~~result~~“we inbelieve” ~~loss of business opportunities~~ and ~~personnel.~~similar ~~The~~statements ~~U.S.~~reflect ~~government~~our ~~has~~beliefs ~~continued~~and opinions toon ~~reduce~~ the ~~percentage~~relevant ~~of contracted services in favor of more federal employees through an initiative called “in-sourcing~~subject.” ~~Over~~These ~~time,~~statements ~~in-sourcing~~are ~~could~~based ~~have~~upon aninformation ~~adverse~~available ~~effect~~to onus ~~our~~as ~~business,~~of ~~financial~~the ~~condition,~~date ~~and results~~ of ~~operations.~~this ~~Specifically~~prospectus, ~~as a result of in-sourcing, government procurements for services could be fewer~~ and ~~smaller~~while ~~in the future. In addition, work~~ we ~~currently~~believe ~~perform~~that ~~could~~information beforms ~~in-sourced~~a byreasonable ~~the~~basis ~~federal~~for ~~government~~such ~~and~~statements, asthat ainformation ~~result,~~may ~~our revenues could~~ be ~~reduced.~~limited ~~Moreover~~or incomplete, and our ~~employees~~statements ~~could~~should ~~also~~not be ~~hired~~read byto ~~the~~indicate ~~government.~~that ~~This~~we ~~loss~~have ofconducted ~~our~~an ~~employees~~exhaustive ~~would~~inquiry ~~necessitate the need to retain and train new employees. Accordingly~~into, ~~the effect of in-sourcing~~ or ~~the~~review ~~continuation~~ of ~~in-sourcing at a faster-than-expected rate could have a material adverse effect on our business~~, ~~financial~~all ~~condition,~~potentially ~~and~~available ~~results~~relevant ~~of operations~~information.

~~Moreover,~~The Uforward-looking statements made in this prospectus relate only to events as of the date on which such statements are made.S. ~~government~~We ~~purchasing~~undertake ~~regulations~~no obligation ~~contain~~to aupdate ~~number~~any forward-looking statements after the date of ~~operational~~this ~~requirements~~prospectus ~~that~~or ~~apply~~to conform such statements to ~~entities~~actual ~~engaged~~results inor ~~government~~revised ~~contracting~~expectations, except as required by law. ~~Failure~~We tomay ~~comply~~not ~~with~~actually ~~such~~achieve ~~government~~the ~~contracting~~plans, ~~requirements~~intentions ~~could~~or expectations ~~result~~disclosed in ~~civil~~our forward-looking statements, and ~~criminal~~you ~~penalties~~should ~~that~~not ~~could~~rely ~~have~~on aour ~~material~~forward-looking ~~adverse~~statements ~~effect~~in onmaking ~~our~~your ~~business,~~investment ~~financial~~decision. ~~condition~~Actual results or events could differ materially from the plans, intentions, and ~~results~~expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of ~~operations~~any future acquisitions, mergers, dispositions, joint ventures, or investments.

If14 a government inquiry or investigation uncovers improper or illegal activities, we could be subject to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of payment, civil False Claims Act allegations (which can include civil penalties and treble damages) and suspension or debarment from doing business with U.S. government agencies, any of which could materially adversely affect our reputation, business, financial condition, and results of operations.

15MARKET AND INDUSTRY DATA

~~Table~~Unless otherwise indicated, market data and industry information used throughout this prospectus is based on management’s knowledge of the ~~Contents~~industry and the good faith estimates of management. We have also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information. All of the market data and industry information used in this prospectus involves a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, neither we, the Selling Securityholders nor the underwriters can guarantee the accuracy or completeness of this information and neither we, the Selling Securityholders nor the underwriters have independently verified this information. Additionally, from time to time, these sources may change their input information or methodologies, which may change the related results. While we believe the estimated market position, market opportunity, and market size information included in this prospectus is generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and elsewhere in this prospectus and in our Annual Report on Form 10-K, which is incorporated by reference herein. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

~~Our~~15 business is substantially dependent on contracts entered into with customers in the ordinary course of business. As such, we are subject to counterparty risk. If a counterparty to one of our contracts were to default or otherwise fail to perform or be delayed in its performance on any of its contractual obligations to us, such default, failure to perform or delay could have a material adverse effect on our business, financial condition, and results of operations.

~~Our~~USE ~~business~~OF isPROCEEDS substantially dependent on contracts entered into with customers in the ordinary course of business. Our budgeted capital expenditures for our backlog, forecasted growth, and strategic plan are based on revenues expected to be generated pursuant to existing contracts. If a customer were to default or otherwise fail to perform or be delayed in the fulfillment of its contractual obligations to us, we would be required to adjust our budget, forecasts, and strategic plans, which may negatively affect our business, financial condition, cash flows, and/or liquidity. Additionally, if the scope of anticipated work related to any customer contract were to change due to unforeseen circumstances or evolving requirements of one or more of our counterparties, we may be unable to generate revenue on our anticipated timeline or may be required to incur increased costs from those originally estimated for a project, which could cause our budgets, forecasts, and plans to be inaccurate. It is not possible to predict with accuracy the impact of any default, failure to perform or delay, which results in our inability to completely mitigate such risks. As such, the counterparty default, failure to perform or delay in performance may have a material adverse impact on our business, financial condition, and results of operations.

We ~~may~~estimate ~~not~~that bewe ~~successful~~will inreceive ~~developing~~net ~~new~~proceeds ~~technology,~~from this offering of approximately $190.1 million after deducting estimated underwriting discounts and ~~the~~commissions ~~technology~~and weestimated ~~are~~offering ~~successful~~expenses inpayable ~~developing~~by ~~may~~us, ~~not~~assuming ~~meet~~a public offering price of $49.50 per share, which is the ~~needs~~last reported sale price of our ~~customers~~Common orStock ~~potential~~on ~~new~~Nasdaq ~~customers~~on May 22, 2026.

~~The~~We ~~markets~~intend into ~~which~~use wenet ~~operate~~proceeds ~~are~~received ~~characterized~~ by ~~changing~~us ~~technology~~from ~~and~~this ~~evolving~~offering ~~industry~~for ~~standards,~~general ~~and~~corporate ~~we may not be successful in identifying~~purposes, ~~developing,~~including ~~and marketing products and services that respond~~ to rapid technological change, evolving technical standards and systems developed by others. Our competitors may develop technology that better meets the needs of our customers. Such development is also expensive. If we do not continue to ~~develop,~~support manufacture, and market innovative technologies or applications that meet customers’ requirements, sales may suffer, and our business may not continue to grow in line with historical rates or at all. If we are unable to achieve sustained growth, weof core ~~may be unable to execute our~~ business ~~strategy, expand our business, or fund other liquidity needs,~~ and ~~our~~recently ~~business~~awarded ~~prospects,~~programs ~~financial condition,~~ and ~~results of operations could be materially and adversely affected~~initiatives.

~~Uncertain~~All ~~global~~of ~~macro-economic~~the ~~and~~securities ~~political~~offered ~~conditions~~by ~~could~~the ~~materially~~Selling ~~adversely~~Securityholders ~~affect~~pursuant ~~our~~to this ~~results~~prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of ~~operations~~the ~~and~~proceeds ~~financial~~from ~~condition~~the sale of shares by the Selling Securityholders.

~~Our~~The ~~results~~Selling ofSecurityholders ~~operations~~will ~~and~~pay ~~growth~~any ~~prospects~~underwriting ~~are~~discounts ~~materially~~and ~~affected~~commissions ~~by economic~~ and ~~political~~expenses ~~conditions~~incurred inby the ~~United~~Selling ~~States~~Securityholders ~~and internationally~~for brokerage, ~~including inflation~~accounting, ~~deflation,~~tax ~~interest~~or ~~rates,~~legal ~~recession~~services or ~~fears~~any ofother ~~recession,~~expenses ~~availability~~incurred of capital, energy and commodity prices, the availability and cost of labor, tariffs, trade laws and trade wars, and the effects of governmental initiatives to manage economic conditions. In particular, the recent reciprocal tariffs announced by the ~~U.S.~~Selling ~~government~~Securityholders ~~and countermeasures that may be taken~~ in ~~response~~disposing ~~thereto could materially adversely impact global economic and political conditions, and disrupt the business~~ of ~~our customers and suppliers, and thereby harm our business. In certain prior periods, we have seen a broad-based weakening in~~ the ~~global macroeconomic environment which has impacted and could impact in the future certain of our markets~~securities. ~~Additionally,~~We ~~instability~~will inbear the ~~global credit markets~~costs, ~~the~~fees ~~impact of uncertainty regarding global trade~~ and ~~central~~expenses ~~bank~~incurred ~~monetary policy, the instability~~ in ~~the~~effecting ~~geopolitical environment in many parts of~~ the ~~world~~registration ~~(including as a result~~ of the ~~ongoing~~securities ~~Russia~~covered ~~and~~by this ~~Ukraine war~~prospectus, ~~conflict in the Middle East, and China-Taiwan relations), the current economic challenges in China,~~ including ~~global~~all ~~economic~~registration ~~ramifications of Chinese economic difficulties,~~ and ~~other~~filing ~~disruptions may continue to put pressure on global economic conditions. If global economic and market conditions~~fees, orNasdaq ~~economic~~listing ~~conditions~~fees ~~in key markets, remain uncertain or deteriorate further, we may experience material impacts on our business, financial condition,~~ and ~~results~~fees ~~of operations. For example, such conditions may cause current or potential customers to delay or decrease spending on our products~~ and ~~services~~expenses ~~or render our suppliers unable to meet our demand requirements, maintain the pricing~~ of ~~their products or continue operations, as their businesses and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for~~ our ~~products~~counsel and ~~services, and the inability of~~ our ~~suppliers~~independent toregistered ~~provide~~public usaccounting ~~with products or services with the expected volumes or prices, may adversely affect our earnings and cash flows~~firm. The current invasion of Ukraine by Russia has escalated tensions among the United States, the North Atlantic Treaty Organization (“NATO”), and Russia. Such invasion, ongoing military conflict, resulting sanctions, and related countermeasures by NATO states, the United States, and other countries are likely to lead to market disruptions, including significant volatility in commodity

~~Table~~CAPITALIZATION ~~of Contents~~

~~prices,~~The ~~credit,~~following table describes our cash and ~~capital~~cash ~~markets,~~equivalents asand ~~well~~capitalization as ~~supply~~of ~~chain~~March 31, ~~interruptions~~2026, ~~for~~on ~~equipment,~~an ~~which~~actual ~~could~~basis ~~have~~and on an as-adjusted basis ~~adverse~~to ~~impact~~give oneffect ~~our~~to ~~operations~~this ~~and~~offering ~~financial~~(at ~~performance.~~an ~~Volatility~~assumed inpublic ~~equity~~offering ~~capital~~price ~~markets~~of ~~may~~$49.50 ~~adversely~~per ~~affect~~share, the ~~market~~last reported sale price of our Common Stock, ~~which~~on ~~may~~Nasdaq ~~affect~~on ~~our~~May 22, ~~ability~~2026) toafter deducting ~~fund our business through~~ the ~~sale~~estimated ofunderwriting ~~equity~~discounts ~~securities~~ and ~~retain~~commissions ~~key~~and ~~employees~~estimated ~~through~~offering ~~our~~expenses ~~equity~~payable ~~compensation~~by ~~plans~~us.

IfWe ~~critical~~are ~~components~~providing orthe capitalization ~~raw~~table ~~materials~~below ~~used~~for informational purposes only. It should not be construed to ~~manufacture~~be indicative of our ~~products~~capitalization or ~~used~~financial incondition ~~our~~had ~~development~~this ~~programs~~offering ~~become~~and ~~scarce~~the application of the use of proceeds therefrom been completed on the date assumed. The capitalization table below is not necessarily indicative of our future capitalization or ~~unavailable,~~financial ~~then~~condition. weYou ~~may~~should ~~incur~~read ~~delays~~this table in ~~manufacturing~~conjunction with the section titled “Management’s Discussion and ~~delivery~~Analysis of Financial Condition and Results of Operations” and our ~~products~~consolidated financial statements and inthe ~~completing~~related notes in our ~~development~~Annual ~~programs,~~Report ~~which~~on ~~could~~Form 10-K ~~damage~~and our ~~business~~Quarterly Report on Form 10-Q incorporated by reference herein and the section entitled “Use of Proceeds” included elsewhere in this prospectus.

Although we maintain a qualification and performance surveillance process and we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts, and components from our suppliers. We obtain certain of our hardware components, various subsystems and systems and other products and services from a limited group of suppliers and vendors, some of which are sole source suppliers and vendors. Although we hold long-term non-binding contracts with certain key suppliers that establish pricing, minimize lead times and to some degree mitigate risk, we do not have long-term agreements with all suppliers that obligate them to continue to sell components, products required to build our systems, or products to us. Our reliance on suppliers without long-term non-binding contracts involves significant risks and uncertainties, including whether our suppliers will provide an adequate supply of required components or products of sufficient quality, will increase prices for the components or products, and will perform their obligations on a timely basis. Moreover, if our suppliers change their processes and quality control without notice, such change could impact the quality of our subassemblies, which could materially adversely affect our business. We obtain certain components from suppliers outside of the United States, which exposes us to risks associated with international trade, including, but not limited to, the impact of tariffs and retaliatory measures taken in response thereto, including controls on the export of rare earth minerals to the United States, such as China’s recently announced ban on exports of rare earth minerals to the United States. In addition, certain raw materials and components used in the manufacture of our products and in our development programs are periodically subject to supply shortages, and our business is subject to the risk of price increases and periodic delays in delivery. Particularly, the market for electronic components has been and currently still is experiencing increased demand and a global shortage of semiconductors, creating substantial uncertainty regarding our suppliers’ ongoing timely delivery of these components to us. Shortages in components for our products and delays in obtaining components for our products could cause customers to terminate their contracts with us, delay orders from us or cause us to delay accepting orders, negatively impact our ability to win new programs and/or contracts, negatively impact and disrupt our development programs, increase our costs and accordingly, our losses on fixed-price contracts and materially adversely affect our business, financial condition, and results of operations.


	As of March 31, 2026
(in thousands, except per share amounts)	Actual			As Adjusted
Cash and cash equivalents and short-term investments	$	551,626		$	741,746

Debt:
Finance lease liability, including current portion	$	2,798		$	2,798
Notes payable, including current portion		26,800			26,800

Total debt		29,598			29,598
Stockholders’ equity:
Common Stock, $0.0001 par value, 1,000,000 shares authorized; 160,067 shares issued and outstanding, actual and 164,067 shares issued and outstanding as adjusted		17			17
Additional paid-in-capital, net		2,221,822			2,411,941
Accumulated deficit		(1,116,955	)		(1,116,955	)

Total stockholders’ equity		1,104,884			1,295,004

Total capitalization	$	1,134,482		$	1,324,602

~~Moreover,~~A if$1.00 ~~any~~increase ~~of our suppliers become capacity constrained, financially unstable,~~ or ~~otherwise~~decrease ~~unable~~in orthe ~~unwilling~~assumed topublic ~~provide~~offering usprice ~~with~~of ~~raw materials or components, then we may have to find new suppliers~~$49.50 Inper ~~particular~~share, ~~the~~which ~~market for semiconductors~~ is ~~highly~~the ~~competitive~~last reported ~~and~~sale ~~other~~price ~~customers,~~of ~~including~~our AICommon ~~companies,~~Stock ~~may~~on ~~have~~Nasdaq ~~significantly~~on ~~greater~~May ~~financial resources than we do. It may take several months to locate alternative suppliers~~22, ~~if required~~2026, ~~and~~would ifincrease weor ~~are able to at all~~decrease, oras ~~to redesign our products to accommodate components from different suppliers. Even if we identify alternate suppliers~~applicable, weeach ~~may~~of ~~experience~~cash ~~significant delays in manufacturing~~ and ~~shipping~~cash ~~our~~equivalents, ~~products to customers and incur~~ additional ~~development,~~paid-in ~~manufacturing~~capital, ~~and~~total ~~other~~stockholders’ ~~costs~~equity ~~to establish such alternative sources, be required to redesign our products~~ and total tocapitalization ~~complete~~on ~~additional~~an ~~quality~~as ~~control~~adjusted ~~procedures.~~basis ~~In addition, credit constraints of key suppliers could result in accelerated payment of accounts payable~~ by ~~us,~~approximately ~~adversely impacting our cash flow~~$3. ~~We have experienced increased costs for components~~9 million, asassuming ~~well as increased shipping, warehousing, and inventory costs. We cannot predict~~ the ~~extent~~number toof ~~which~~shares ~~these costs will continue and/or continue to increase or if we will be able to obtain replacement components within the time frames that we require at an affordable cost~~offered, ifas atset ~~all.~~forth ~~Prolonged~~on ~~disruptions in~~ the ~~supply~~cover ofpage ~~any~~ of ~~our~~this ~~key raw materials or components could cause us to experience cancellations or delays of scheduled launches~~prospectus, ~~customer~~remains ~~cancellations,~~the ~~or reductions in our prices and margins~~same, ~~any of which could harm our business, financial condition,~~ and ~~results~~after ofdeducting ~~operations.~~estimated ~~Additionally,~~underwriting ~~shortages~~discounts ~~of components may result in increased inventory of unfinished products~~ and commissions ~~significant quantities of other unused components remaining in inventory, which could expose us to increased risks of obsolescence~~ and ~~losses~~estimated ~~which~~offering ~~may~~expenses ~~not~~payable ~~be fully covered~~ by ~~insurance~~us.

17Similarly, each 1,000,000 increase or decrease in the number of shares of Common Stock offered by us in this offering would increase or decrease, as applicable, each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization on an as adjusted basis by approximately $47.8 million, based on an assumed public offering price of $49.50 per share, which is the last reported sale price of our Common Stock on Nasdaq on May 22, 2026, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

~~Table~~17 ~~of Contents~~

~~The~~In ~~U.S. government’s budget deficit and the national debt~~addition, asunless ~~well~~otherwise asexpressly ~~any~~stated ~~inability~~or of the ~~U.S.~~context ~~government~~otherwise torequires, ~~complete~~the information ~~its~~in ~~budget~~this ~~process~~prospectus ~~for~~is ~~any~~based ~~government~~on ~~fiscal~~160,067,383 shares ~~year~~outstanding ~~could~~as ~~have~~of anMarch 31, ~~adverse~~2026 ~~impact~~and onthe ~~our~~following ~~business,~~events ~~financial condition,~~ and ~~results~~assumptions: ~~of operations.~~

~~The~~• ~~U.S.~~excludes ~~government’s budget deficit and the national debt~~19,632,277 asshares ~~well as any inability~~ of ~~the~~Common ~~U.S.~~Stock ~~government~~reserved ~~to complete its budget process~~ for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, and results of operations. Considerable uncertainty exists regarding how future ~~budget~~issuance ~~and~~under ~~program decisions will unfold, including~~ the defense spending priorities of the U.S. government, what challenges budget reductions will present for the defense industry and whether annual appropriations bills for all agencies will be enacted for U.S. government fiscal year 2025 and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding. The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, and results of operations in a number of ways, including the following: Plan;

• ~~The~~excludes ~~U.S. government could reduce or delay its spending on~~3, ~~reprioritize its spending away from~~215,000 orshares ~~decline~~of toCommon ~~provide~~Stock ~~funding~~reserved ~~for~~under the ~~government programs in which we participate~~ESPP;

• ~~U.S.~~excludes ~~government~~14,408,318 ~~spending~~shares ~~could~~of beCommon ~~impacted~~Stock byissuable ~~alternate~~upon ~~arrangements~~exercise toof ~~sequestration,~~outstanding ~~which~~options ~~increases~~with ~~the~~a ~~uncertainty~~weighted asaverage ~~to,~~exercise ~~and~~price ~~the~~of ~~difficulty~~$1.32 inunder ~~predicting,~~the ~~U.S.~~2017 ~~government~~Plan ~~spending~~as ~~priorities~~of ~~and~~March ~~levels;~~31, ~~and~~2026;

• Weexcludes ~~may experience declines in revenue~~4, ~~profitability~~163,444 ~~and~~shares ~~cash flows as a result~~ of ~~reduced~~Common orStock ~~delayed~~underlying ~~orders~~outstanding orRSUs ~~payments~~as ~~or other factors caused by economic difficulties~~ of ~~our~~March ~~customers~~31, 2026 and ~~prospective customers~~1,037,579 ~~including~~RSUs ~~U.S.~~issued ~~federal,~~subsequent ~~state,~~to ~~and~~March ~~local~~31, ~~governments.~~2026;

~~Furthermore,~~• weexcludes ~~believe~~646,464 ~~continued~~shares ~~budget~~of ~~pressures~~Common ~~could~~Stock ~~have~~reserved ~~serious negative consequences~~ for ~~the~~issuance ~~security~~upon exercise of ~~the~~warrants ~~U.S.,~~to ~~the~~purchase ~~defense~~Common ~~industrial~~Stock ~~base~~at ~~and~~an ~~the~~exercise ~~customers,~~price ~~employees,~~of ~~suppliers, investors, and communities that rely on companies in the defense industrial base~~$21.1725 ~~Budget~~per ~~and~~share ~~program~~outstanding ~~decisions~~as ~~made~~of inMarch ~~this~~31, ~~environment~~2026; ~~would have long-term implications for us~~ and ~~the entire defense industry.~~

A• ~~failure~~no exercise of ~~our~~the ~~information~~underwriters’ ~~technology~~option ~~systems, physical or electronic security protections, or an interruption in their operation due~~ to ~~internal~~purchase oradditional ~~external~~shares ~~factors~~of ~~including cyber-attacks or insider threats, could have a material adverse effect on~~ our ~~business,~~Common ~~financial condition, or results of operations~~Stock.

~~Our~~18 operations are dependent on our ability to protect our employees, business systems, manufacturing capabilities, information systems, computer equipment and information databases from system failures or malicious acts. We rely on both internal information technology systems, physical controls and policies, and certain external services and service providers to manage the day-to-day operation of our business, operate elements of our manufacturing facilities, manage relationships with our employees, customers, and suppliers, fulfill customer orders and maintain our financial and accounting records. In addition, many of our systems are required to comply with higher standards applicable to systems that hold controlled technology or data. If our main data center were to fail, or if we were to suffer an interruption or degradation of services at our main data center, we could lose important manufacturing and technical data, which could harm our business. Similarly, we rely on third-party providers and in the event that any third-party provider’s systems or service abilities failed or are interrupted, our ability to operate may be impaired. Some of these third-party providers may store or have access to our data and may not have effective controls, processes, or practices to protect our information from attack, damage, or unauthorized access. Any of these risks may be augmented if our or any third-party provider’s business continuity and disaster recovery plans prove to be inadequate. We are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, terrorist attacks, actual or threatened acts of war, power losses, telecommunications failures, personnel misconduct, human error, and similar events. We are also vulnerable to cyber attacks or cybersecurity incidents, such as computer viruses, worms, ransomware, and other malicious and destructive code, phishing attacks, and denial or degradation of service attacks, and have been the target of attempted cyber attacks. Because of the nature of our business and our support of the U.S. government, we (and our customers and suppliers) may be targeted for

18DILUTION

~~Table~~If you invest in our Common Stock, your ownership interest in us will be diluted to the extent of ~~Contents~~the difference between the public offering price in this offering per share of our Common Stock and the pro forma net tangible book value per share of our Common Stock upon consummation of this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of our Common Stock in this offering and the pro forma net tangible book value per share of our Common Stock immediately after completion of this offering.

~~such~~As ~~attacks by hostile foreign governments. The failure~~ of ~~our information technology systems to perform as anticipated for any reason or any significant breach of security could disrupt our business and result in numerous adverse consequences~~March 31, ~~including reduced effectiveness and efficiency of operations~~2026, ~~increased~~we ~~costs,~~had ~~or loss of important information or capabilities, any of which could have~~ a ~~material~~historical ~~adverse~~net ~~effect~~tangible onbook ~~our~~value ~~business, financial condition, or results~~ of ~~operations~~$491. ~~Any security breach~~2 million, ~~including personal data breaches,~~ or incident, including cybersecurity incidents, that we or our third-party providers experience could result in unauthorized access to, misuse of or unauthorized acquisition of our or our customers’ data, the loss, corruption, or alteration of this data, interruptions in our operations or damage to our computer hardware or systems or those of our customers$3.07 per ~~Moreover,~~share ~~negative publicity arising from these types~~ of ~~disruptions~~Common ~~could damage our reputation~~Stock. ~~Such~~Net tangible ~~disruptions~~book ~~may~~value ~~have~~per ~~adverse~~share ~~legal~~is ~~and~~equal ~~regulatory consequences~~ to ~~us and~~ our ~~business,~~total ~~particularly~~tangible if we or our third-party providers are unable to anticipate such acts or implement adequate preventative measures. For more information on our legal and regulatory obligations with respect to data protectionassets, ~~privacy,~~less ~~and~~total ~~information security~~liabilities, ~~see~~divided ~~“Risk~~by ~~Factors—~~the ~~Risks~~number ~~Related~~of tooutstanding ~~Litigation~~shares ~~and~~of Regulation—Our business is subject to federal, state, and international laws regarding data protection, privacy, and information security, as well as confidentiality obligations under various agreements, and our ~~actual~~Common ~~or perceived failure to comply with such obligations could damage our reputation, expose us to litigation risk and materially adversely affect our business and operating results~~Stock.”

~~Our~~After ~~systems~~giving ~~utilize~~effect ~~third-party~~to ~~open-source~~the ~~software,~~sale and ~~any~~issuance ~~failure~~of to4,000,000 shares ~~comply~~of ~~with~~Common Stock in this offering, at an assumed public offering price of $49.50 per share, which is the ~~terms~~last reported sale price of ~~one~~our orCommon ~~more~~Stock on Nasdaq on May 22, 2026, and the application of ~~these~~the ~~open-source~~net ~~software~~proceeds ~~licenses~~from ~~could~~this ~~adversely~~offering ~~affect~~as ~~our~~set ~~business~~forth under “Use of Proceeds,” ~~subject~~and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, toour ~~litigation~~pro forma net tangible book value as of March 31, 2026 would have been $681.4 million, or ~~create~~$4.15 per ~~potential~~share ~~liability~~of Common Stock. This represents an immediate dilution in pro forma net tangible book value of $45.35 per share to investors participating in this offering at the assumed public offering price. The following table illustrates this per share dilution:

Our systems include software licensed from third parties under any one or more open-source licenses, and we expect to continue to incorporate open-source software in our systems and technology in the future. Moreover, we cannot ensure that we have effectively monitored our use of open-source software, or validated the quality or source of such software, or that we are always in compliance with the terms of the applicable open-source licenses or our current policies and procedures. From time to time, there have been claims against companies that use open-source software in their products and services asserting that the use of such open-source software infringes the claimants’ intellectual property rights. As a result, we could be subject to suits by third parties claiming that what we believe to be licensed open-source software infringes such third parties’ intellectual property rights. Additionally, if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages and required to comply with onerous conditions or restrictions on these solutions, which could disrupt the distribution and sale of these solutions. Litigation could be costly for us to defend, have a negative effect on our business, financial condition, and results of operations, or require us to devote additional R&D resources to change our solutions. We may continue to experience such vulnerabilities in the future. Use of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code, including with respect to security vulnerabilities where open-source software may be more susceptible. In addition, certain open-source licenses require that source code for software programs that incorporate, use, or combine with such open-source software be made available to the public at no cost and that any modifications or derivative works to such open-source software continue to be licensed under the same terms as the open-source software license. The terms of various open-source licenses to which we are subject are ambiguous and have not or may not have been interpreted by courts in the relevant jurisdictions, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our software and data. By the terms of certain open-source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open-source licenses, if we combine our proprietary software with open-source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open-source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our solutions, seek licenses from third parties on terms that are not commercially feasible or otherwise be limited in the provision of our products and services, each of which could reduce or eliminate the value of our solutions. Disclosing our proprietary source code could allow our competitors to create similar products with lower development effort and time and ultimately could result in a loss of sales. Furthermore, any such re-engineering or other remedial efforts could require significant additional R&D resources, and we may not be able to successfully complete any such re-engineering or other remedial efforts. Any of these events could create liability for us and damage our reputation, which could have a material adverse effect on our business, financial condition, and results of operations.


Assumed public offering price per share of Common Stock			$	49.50
Historical net tangible book value per share as of March 31, 2026	$	3.07
Increase in net tangible book value per share attributable to this offering		$1.08

Pro forma net tangible book value per share after giving effect to this offering				4.15

Dilution per share to new investors purchasing shares in this offering			$	45.35

A $1.00 increase (decrease) in the assumed public offering price of $49.50 per share, which is the last reported sale price of our Common Stock on Nasdaq on May 22, 2026, would increase (decrease) our pro forma net tangible book value per share after this offering by $1.19 per share and dilution per share to new investors purchasing Common Stock in this offering by $1.19 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses by us. Each 1,000,000 increase (decrease) in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value after this offering by $1.42 per share and decrease (increase) the dilution per share to new investors purchasing Common Stock in this offering by $1.42 per share, assuming no change in the assumed public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses by us.

~~Table~~The discussion and table above are based on 160,067,383 shares of ~~Contents~~Common Stock outstanding as of March 31, 2026, and the following events and assumptions:

We• ~~depend~~excludes ~~on our current CEO and other executive officers~~19, ~~senior management team~~632,277 ~~and~~shares ~~highly~~of ~~trained~~Common ~~employees,~~Stock ~~and~~reserved ~~any~~for ~~work~~future ~~stoppage,~~issuance ~~difficulty~~under ~~in hiring similar employees, or ineffective succession planning could materially adversely affect~~ our ~~business and could impair our relationships with U.S. government customers and disrupt~~ the ~~management~~2025 ~~of our business.~~ Plan;

~~Because~~19 our products are highly engineered, we depend on an educated and trained workforce. There is substantial competition for skilled personnel in our industry, and we could be materially adversely affected by a shortage of skilled employees. We may not be able to fill new positions or vacancies created by expansion or turnover or attract and retain qualified personnel. We may not be able to continue to hire, train, and retain qualified employees at current wage rates since we operate in a competitive labor market, and currently significant inflationary and other pressures on wages exist.

In• ~~addition,~~excludes ~~our success depends in part on our ability to attract and motivate senior management and highly skilled key employees~~3, ~~including engineering~~215,000 ~~manufacturing~~shares ~~and quality assurance, design, finance, marketing, sales and support, and finance and accounting personnel. Achieving this objective may be difficult due to a variety~~ of ~~factors,~~Common ~~including~~Stock ~~fluctuations~~reserved inunder ~~economic and industry conditions, competitors’ hiring practices, and~~ the effectiveness of our compensation programs. Competition for qualified personnel can be strong. Our senior management team has extensive experience in the aerospace industry, and we believe that their depth of experience is instrumental to our continued success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy, and if we are unable to effectively provide for the succession of key personnel, senior management, and our executive officers, our business, financial condition, and results of operations could be materially adversely affected. ESPP;

We• ~~depend~~excludes on our ability to recruit and retain employees who have advanced engineering and technical services skills and who work well with our customers. These employees are in great demand and are likely to remain a limited resource in the foreseeable future. The current tight labor market has adversely impacted our ability to recruit qualified personnel14, including engineers. Increased restrictions on the import or retention of foreign labor may also increase demand for engineering personnel and adversely impact our ability to hire and retain qualified personnel. Further408,318 ~~significant~~shares ~~amounts~~ of ~~time~~Common ~~and~~Stock ~~resources~~issuable ~~are~~upon ~~required~~exercise ~~to train technical, sales, and other personnel, and we may lose new employees to our competitors or other companies before we realize the benefit~~ of ~~our~~outstanding ~~investment~~options inwith ~~recruiting~~a ~~and~~weighted ~~training~~average ~~them.~~exercise Ifprice ~~we are unable to recruit and retain a sufficient number~~ of ~~these employees, then our ability to maintain our competitiveness and grow our business could be negatively affected~~$1.32 Inunder ~~addition, because of~~ the ~~highly~~2017 ~~technical~~Plan ~~nature~~as of ~~our~~March ~~products~~31, ~~the loss of any significant number of our existing engineering personnel could have a material adverse effect on our business and operating results.~~ 2026;

~~Furthermore,~~• ~~the~~excludes ~~relationships~~4,163,444 ~~and~~shares ~~reputation that our CEO and other members~~ of ~~our~~Common ~~senior~~Stock ~~management~~underlying ~~team~~outstanding ~~have~~RSUs ~~established~~as ~~and maintain with U.S. government agencies and personnel contribute to our ability to maintain strong customer relationships and to identify new business opportunities. The loss~~ of ~~any~~March ~~member~~31, of2026 ~~our senior management could impair our ability to identify~~ and ~~secure new contracts~~1,037,579 toRSUs ~~maintain~~issued ~~good~~subsequent ~~customer relations, and~~ to ~~otherwise~~March ~~manage~~31, ~~our business.~~ 2026;

~~Misconduct~~• ofexcludes ~~employees~~646,464 ~~subcontractors,~~shares ~~agents,~~of ~~suppliers,~~Common ~~business~~Stock ~~partners,~~reserved orfor ~~joint~~issuance ~~ventures~~upon ~~and~~exercise ~~others~~of ~~working~~warrants ~~on our behalf could cause us~~ to ~~lose~~purchase ~~existing~~common ~~contracts~~stock orat ~~customers~~an ~~and~~exercise ~~adversely~~price ~~affect~~of ~~our~~$21.1725 ~~ability~~per toshare ~~obtain~~outstanding ~~new~~as ~~contracts~~of ~~and~~March ~~customers and could have a material adverse impact on our reputation~~31, ~~business,~~2026; ~~financial condition,~~ and ~~results of operations.~~

~~Our~~• ~~employees,~~no ~~subcontractors,~~exercise agents, suppliers, business partners, joint ventures or others working on our behalf may engage in misconduct that could adversely impact our business including by committing fraud or engaging other improper activities such as falsifying time or other records, and violating laws and failing to comply with our policies and procedures or with federal, state, or local government procurement regulations, regulations regarding the use and safeguarding of ~~classified or other protected information, legislation regarding~~ the ~~pricing~~underwriters’ ofoption ~~labor and other costs in government contracts, laws, and regulations relating~~ to ~~environmental,~~purchase ~~health~~additional orshares ~~safety matters, bribery~~ of ~~foreign~~our ~~government~~Common ~~officials, import-export control, lobbying or similar activities, and any other~~ Stock.

20We expect to require additional capital to fund our current and future operating plans. To the extent additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock— Future issuances of our Common Stock could result in significant dilution to our stockholders, dilute the voting power of our Common Stock and depress the market price of our Common Stock.”

~~Table~~20 ~~of Contents~~

~~applicable~~MARKET ~~laws~~INFORMATION or regulations. Although we have implemented policies, procedures, training, and other compliance controls to prevent and detect these activities, these precautions may not prevent all misconduct, and as a result, we could face unknown risks or losses. This risk of improper conduct may increase as we continue to expand and do business with new partners. In the ordinary course of our business, we form and are members of joint ventures (meaning joint efforts or business arrangements of any type). Our failure to comply with applicable laws or regulations could damage our reputation and subject us to administrative, civil, or criminal investigations and enforcement actions, fines, and penalties, restitution or other damages including civil False Claims Act allegations (which can include civil penalties and treble damages), loss of security clearance, loss of current and future customer contracts, loss of privileges and other sanctions, including suspension or debarment from contracting with federal, state, or local government agencies, any of which would materially adversely affect our reputation, business, financial condition, and results of operations.

~~Changes~~On inAugust 7, 2025, our ~~accounting~~Common ~~estimates~~Stock ~~and~~began ~~assumptions~~trading ~~could~~on ~~negatively~~the ~~affect~~Nasdaq under the symbol “FLY.” On May 22, 2026, the closing sale price of our Common ~~financial~~Stock ~~position~~was ~~and~~$49.50 per ~~results~~share. As of ~~operations~~May 26, 2026, there were approximately 458 registered holders of our Common Stock. This number does not include an indeterminate number of beneficial holders whose shares are held in “street name” through brokerage firms, clearing agencies, or other financial institutions.

We21 prepare our consolidated financial statements in accordance with U.S. GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including, but not limited to, those relating to revenue recognition, recoverability of assets, valuation of derivatives and nonredeemable non-controlling interests, contingencies, stock-based compensation, and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. In particular, estimating our contract revenues requires judgments relative to assessing risks, including risks associated with estimating contract transaction prices and costs, assumptions for schedule and technical issues, customer-directed delays and reductions in scheduled deliveries, and unfavorable resolutions of claims and contractual matters. Due to the size and nature of many of our contracts, the estimation of total costs at completion is complicated and subject to many variables. For example, we must make assumptions regarding the length of time to complete the contract because costs include expected increases in wages and prices for materials; we also consider incentives or penalties related to performance on contracts and include them in the variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. There are many reasons estimated contract costs can increase, including inflation, labor challenges, supply chain challenges, and market volatility; delays or limitations in customer funding; design or other development challenges; production challenges (including from technical or quality issues and other performance concerns); inability to realize learning curves or other cost savings; changes in laws or regulations; actions necessary for long-term customer satisfaction; and natural disasters or environmental matters. Fixed-price contracts inherently tend to have more financial risk than cost-type contracts, including as a result of inflationary pressures, labor rates and shortages, challenges in estimating contract revenues and costs, and supplier challenges, some of which we may be particularly exposed to given the nature of our business. While management uses its best judgment to estimate costs associated with fixed-price contracts, future events can result in significant adjustments. These assumptions and estimates involve the exercise of a significant amount of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies, or developments in the business, which could materially affect our consolidated financial statements. In addition, we sometimes receive advanced payments and billings in excess of the amount of revenue we recognize, which we record as deferred revenue. As a result, our cash flows may be subject to fluctuation across periods in a manner that may be unrelated to our underlying performance.

WePRINCIPAL ~~often~~AND ~~rely~~SELLING onSECURITYHOLDERS a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

WeThe ~~contract~~following ~~with~~table asets ~~single~~forth ~~vendor~~the orbeneficial aownership ~~limited number~~ of ~~vendors~~our toCommon ~~provide~~Stock ~~certain key products or services, such~~ as ~~composite prepegs, spin forming~~ of ~~engine chambers~~April 30, ~~and~~2026 ~~chamber~~by ~~electroplating.~~the Infollowing ~~addition,~~individuals our manufacturing operations depend on specific technologies and companies for which there may be a limited number of vendors. If these vendors are unable to meet our needs because they fail to perform adequately, are unable to match new technological requirements or ~~problems, or are unable to dedicate engineering and other resources~~ groups:

21• each of our directors;

~~Table~~• each of ~~Contents~~our Named Executive Officers;

~~necessary~~• toall ~~provide the services contracted for, our business, financial condition, and results~~ of operations may be adversely affected. While alternative sources for these products, services, and technologies may exist or develop in the future, including through foreign vendors, we may not be able to develop these alternative sources quickly and cost-effectively, which could materially impair our ~~ability~~directors to operate our business. Furthermore, our current or future vendors may request changes in pricing, payment terms, or other contractual obligations, which could cause us to make substantial additional investments. Additionally, certain of our suppliers’ employees are represented by labor unions, and ~~any~~executive ~~labor~~officers ~~union~~as actions at our suppliers may also affect us. Work stoppages and instability in our relationships with labor unions could delay the production and/or development of our products, which could strain relationships with customers and cause a ~~loss of revenues which would adversely affect our operations.~~ group;

We• ~~face~~each ~~significant~~person, ~~competition~~or ingroup ~~the~~of ~~global~~affiliated ~~space~~persons, ~~market.~~who is known by us to beneficially own more than 5% of our Common Stock; and

We• ~~operate~~each ~~in the highly competitive global space industry, which has been more competitive recently, given the increased focus~~ of the ~~U.S.~~Selling ~~presidential administration on human missions to space~~Securityholders. Competitors across our launch, land, and orbit businesses range in size from divisions of large public corporations to small, privately held entities. We face intense competition in the global space market. In addition, we are aware of a significant number of competitors actively engaged in developing commercial launch capabilities for small and medium sized payloads in the U.S. and globally. Many of our current and potential competitors are larger and have substantially greater financial or other resources than we currently have or expect to have in the future and, thus, may be better positioned to exploit the market need for spacecraft propulsion systems and launch services for small and medium sized payloads with targeted orbital delivery, which is one primary focus of our launch business. Our ability to compete depends on high product performance, consistent high quality, short lead time and timely delivery, competitive pricing, superior customer service and support, and continued certification under customer quality requirements and assurance programs. Our competitors may also be able to devote greater resources to the development of their current and future technologies, which could overlap with our technologies, or the promotion and sale of their products and services. Our competitors could offer products and services at lower prices, which could undercut our business strategy and potential competitive edge. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings relative to ours and may reduce the size of our addressable market. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the aerospace industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor could benefit from subsidies from, or other protective measures by, its home country. We believe our ability to compete successfully as a provider of comprehensive space mission solutions does and will depend on number of factors, which may change in the future due to increased competition, including the price of our products and services, customer satisfaction for the experiences we offer, and the frequency and availability of our products and services. If we encounter difficulties in scaling our production capabilities, if we fail to develop and successfully commercialize our launch systems, landers, orbital vehicles, and related technologies, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived as less safe than those of our competitors, our business, financial condition, and results of operations could be materially and adversely impacted.

~~Any~~The ~~inability~~percentage toownership ~~operate~~information ~~Alpha~~shown atin ~~our~~the ~~anticipated~~table ~~launch~~prior ~~rate~~to ~~could~~this ~~adversely~~offering ~~impact~~is ~~our~~based ~~business~~upon 160,235,217 shares ~~financial~~of ~~condition,~~Common ~~and~~Stock outstanding ~~results~~as of ~~operations~~April 30, 2026.

~~Our~~The launch services business is currently dependent to a significant extent on Alpha. To be successful, we will need to maintain a sufficient launch rate, which will be negatively impacted if we are not able to operate Alpha for any reason, including not being granted appropriate government clearance after a launch failure. We may be unable to operate Alpha at our anticipated launch rate for a number of ~~reasons,~~shares including, but not limited to, production delays or failures, design and engineering flaws, launch failures, natural disasters, epidemics or pandemics, changes in governmental regulations or in the status of ~~our~~Common ~~regulatory~~Stock ~~approvals or applications, customer delays or cancellations, or other events~~ that ~~force~~are usoutstanding toexcludes: ~~cancel or reschedule launches.~~

22• 19,644,816 shares of Common Stock reserved for future issuance under the 2025 Plan;

~~Table~~• 3,215,000 shares of ~~Contents~~Common Stock reserved under the ESPP;

~~Any~~• ~~inability~~14,212,815 toshares ~~finalize~~of ~~the~~Common ~~development~~Stock ~~and~~issuable ~~delivery~~upon exercise of ~~Eclipse~~outstanding ~~could~~options ~~adversely~~with ~~impact~~a ~~our~~weighted ~~business,~~average ~~financial~~exercise ~~condition,~~price ~~and~~of ~~results~~$1.32 under the 2017 Plan as of ~~operations.~~April 30, 2026;

We• ~~have~~4,194,753 anshares ~~exclusive partnership with Northrop Grumman to develop Eclipse. The success~~ of ~~the~~Common ~~development~~Stock ~~and~~underlying ~~delivery~~outstanding ofRSUs ~~Eclipse~~as ~~is dependent on our combined performance with Northrop Grumman. If Northrop Grumman prioritizes the development~~ of ~~other~~April ~~products~~30, ~~fails~~2026; ~~to devote sufficient resources to the development of Eclipse~~993,731 orRSUs ~~does~~issued ~~not~~subsequent ~~have agile processes in place for the design, development, integration, and testing of launch operations, we may be unable~~ to ~~introduce~~April ~~Eclipse to the market~~30, ~~which~~2026; ~~could have an adverse impact on our business~~ and ~~projected growth. Furthermore, the ability of Eclipse to go to market may be impacted if Northrop Grumman is unable to approve internal or other governmental and commercial bids.~~

We• ~~may~~646,464 ~~need~~shares toof ~~invest~~Common inStock ~~new~~reserved ~~information~~for ~~technology~~issuance ~~systems~~upon ~~and~~exercise ~~infrastructure~~of warrants to ~~scale~~purchase ~~our~~common ~~operations~~stock at an exercise price of $21.1725 per share outstanding as of April 30, 2026.

~~The~~We ~~markets~~have indetermined ~~which~~beneficial weownership in ~~operate~~accordance ~~are~~with ~~characterized~~the byrules ~~changing~~of ~~technology~~the ~~and~~SEC. ~~evolving~~These ~~industry~~rules ~~standards,~~generally ~~and~~attribute ~~accordingly~~beneficial weownership ~~may~~of ~~need~~securities to ~~adopt~~persons ~~new~~who ~~information~~possess ~~technology~~sole ~~systems~~or ~~and~~shared ~~infrastructure~~voting topower ~~scale~~or ~~our~~investment ~~business~~power ~~and~~with ~~obtain~~respect ~~the~~to ~~synergies~~those ~~from~~securities, ~~prior~~or ~~and~~have ~~future~~the ~~acquisitions.~~right ~~Our~~to ~~information~~acquire ~~technology~~such powers ~~and~~within ~~business~~60 ~~systems~~days. ~~and~~Under ~~infrastructure~~these ~~could~~rules, ~~create~~more ~~product~~than ~~development~~one orperson ~~production~~may ~~work~~be ~~stoppages,~~deemed ~~unnecessarily~~beneficial ~~increase~~owner ~~our~~of ~~inventory,~~the ~~negatively~~same ~~impact product delivery times and quality~~securities, and ~~increase~~a ~~our~~person ~~compliance~~may ~~costs.~~be ~~Failure~~deemed to ~~invest~~be ina ~~newer~~beneficial ~~information~~owner ~~technology~~of ~~and~~securities ~~business~~as ~~systems~~to ~~and~~which ~~infrastructure~~such ~~(including~~person ~~when~~has ~~certain software applications become obsolete or are~~ no ~~longer~~economic ~~used in our business) may lead to operational inefficiencies and increased compliance costs and risks~~interest. In addition, ~~an inability to maximize~~ the ~~utility~~rules ~~and~~include ~~benefit~~shares of ~~our~~Common ~~current~~Stock ~~information~~issuable ~~technology~~pursuant ~~and~~to ~~business~~the ~~tools~~exercise ~~could~~of ~~impact~~stock ~~our~~options ~~ability~~or towarrants ~~meet~~that ~~cost~~are ~~reduction~~either ~~and~~immediately ~~planned~~exercisable ~~efficiency~~or ~~and~~exercisable ~~operational~~on ~~improvement~~or ~~goals.~~before ~~Furthermore~~June 29, ~~operational inefficiencies may occur~~2026, ~~and~~which ~~our~~is ~~business~~60 ~~may~~days beafter ~~impacted~~April 30, if2026. ~~certain~~These ofshares are ~~our~~deemed ~~software~~to ~~applications~~be ~~are~~outstanding noand ~~longer~~beneficially ~~usable,~~owned ~~including~~by ~~due~~the toperson ~~the~~holding ~~foreign~~those ~~acquisition~~options ofor ~~such~~warrants ~~applications.~~for Asthe wepurpose ~~implement~~of ~~new~~computing ~~systems~~the orpercentage ~~integrate~~ownership ~~existing~~of ~~systems~~that person, but they ~~may~~are not ~~perform~~treated as ~~expected.~~outstanding Anfor ~~inability~~the topurpose ~~maximize~~of computing the percentage ~~utility~~ownership ~~and~~of ~~benefit~~any ofother ~~our~~person. ~~current~~The information ~~technology~~contained ~~and~~in ~~business~~the ~~tools~~following ~~could~~table ~~impact~~is ~~our~~not ~~ability~~necessarily toindicative ~~meet~~of ~~cost~~beneficial ~~reduction~~ownership ~~and~~for ~~planned~~any ~~efficiency~~other purpose, and ~~operational~~the ~~improvement~~inclusion ~~goals.~~of ~~Moreover,~~any ~~our~~shares ~~competitors~~in ~~may~~the ~~develop~~table ~~technology~~does ~~systems~~not ~~and~~constitute ~~infrastructure~~an ~~that~~admission ~~better~~of beneficial ~~meets~~ownership ~~the needs~~ of ~~our~~those ~~customers~~shares. IfUnless weotherwise ~~do not continue to develop~~indicated, ~~manufacture,~~the ~~and~~persons ~~market innovative technologies~~ or ~~infrastructure~~entities ~~that~~identified ~~meet~~in ~~customers’~~this ~~requirements~~table orhave ~~expectations,~~sole ~~sales~~voting ~~may suffer,~~ and ~~our~~investment ~~business~~power ~~may~~with ~~not~~respect ~~continue~~ to ~~grow in line with historical rates or at~~ all. Ifshares weshown ~~are~~as ~~unable~~beneficially toowned ~~achieve~~by ~~sustained growth~~them, wesubject ~~may be unable~~ to ~~execute~~applicable ~~our~~community property ~~business strategy, expand our business, or fund other liquidity needs, and our business prospects, financial condition, and results of operations could be materially and adversely affected~~laws.

~~Tariffs~~22 on certain imports to the United States and other potential changes to U.S. tariff and import/export regulations could have a material adverse effect on global economic conditions and our business, financial condition, and results of operations.

WeExcept ~~are~~as ~~subject~~otherwise tonoted ~~tariffs on certain imports into the United States. On April 2~~below, ~~2025,~~ the ~~U.S.~~address ~~administration~~for ~~announced~~persons ~~the~~listed ~~imposition~~in ~~of tariffs on substantially all countries that trade with~~ the ~~United~~table ~~States. As the implementation of tariffs~~ is ~~ongoing,~~c/o ~~more tariffs may be added in the future and countermeasures may be adopted by other countries. In addition~~Firefly Aerospace, ~~any~~2203 ~~additional~~Scottsdale ~~tariffs imposed by the U.S. presidential administration or retaliatory tariffs announced by other countries could result in a trade war~~Drive, ~~lead to market disruptions~~Leander, ~~including~~TX ~~significant volatility in commodity prices, credit, and capital markets, as well as supply chain interruptions for equipment~~78641. These tariffs could adversely impact our business, financial condition, and results of operations, and if we are unable to pass such price increases through to our customers, it would likely increase our cost of sales and, as a result, decrease our gross margins, operating income, and net income.

Interruption or failure of our infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results.


	Common Stock Beneficially Owned Prior to this Offering					Common Stock Owned After this Offering
						No Exercise of Underwriters’ Option							Full Exercise of Underwriters’ Option
Name of Beneficial Owner	Common Stock Beneficially Owned		Percent			Shares Offered Hereby		Number of Shares Held		Percentage %			Shares Offered Hereby		Number of Shares Held		Percentage %
Selling Securityholders
Entities affiliated with AE Industrial Partners⁽¹⁾⁽²⁾		58,805,752		36.7	%		8,000,000		50,805,752		31.7	%		9,800,000		49,005,752		30.6	%
Directors and Named Executive Officers
Jason Kim⁽³⁾		2,872,207		1.8	%		—		2,872,207		1.8	%		—		2,872,207		1.8	%
Darren Ma⁽⁴⁾		1,436,108			*		—		1,436,108			*		—		1,436,108			*
Ramon Sanchez		—			*		—		—			*		—		—			*
Ryan Boland⁽⁵⁾		2,870,155		1.8	%		—		2,870,155		1.8	%		—		2,870,155		1.8	%
Pamela Braden		24,252			*		—		24,252			*		—		24,252			*
Christopher Emerson⁽⁶⁾		15,364			*		—		15,364			*		—		15,364			*
Kirk Konert		3,333			*		—		3,333			*		—		3,333			*
Jon Lusczakoski		2,222			*		—		2,222			*		—		2,222			*
Kevin McAllister		—			*		—		—			*		—		—			*
Thomas Zurbuchen⁽⁷⁾		6,946			*		—		6,946			*		—		6,946			*
Directors and executive officers as a group (12 persons)⁽⁸⁾		8,364,894		5.2	%		—		8,364,894		5.2	%		—		8,364,894		5.2	%
5% or Greater Stockholders
Astera Institute⁽⁹⁾		13,081,389		8.2	%		—		13,081,389		8.2	%		—		13,081,389		8.2	%
Thomas Markusic⁽¹⁰⁾		12,487,089		7.8	%		—		12,487,089		7.8	%		—		12,487,089		7.8	%

We* ~~are~~Represents ~~vulnerable~~beneficial toownership ~~natural disasters and significant disruptions including tsunamis, hurricanes, floods, earthquakes, fires, water shortages, other extreme weather conditions, epidemics, or pandemics, acts~~ of ~~terrorism,~~less ~~power~~than ~~shortages and blackouts, aging infrastructures, telecommunications failures, and disruptive political events~~1%. ~~In the event of such a natural disaster or other disruption, we could experience disruptions to our operations or the~~

23(1) Glow NS Holdings, LLC is controlled by Glow NS Intermediate Holdings, LLC, its sole member. Glow NS Intermediate Holdings LLC is controlled by Glow Aggregator, LLC, its sole member. Glow Aggregator, LLC is controlled by AE Industrial Partners Fund II, L.P., its managing member. AE Industrial Partners Fund II, L.P. is controlled by AE Industrial Partners Fund II GP, LP (“AE Fund II GP”), its general partner. Glow Holdings Aggregator, LLC is controlled by AE Co-Investment Partners Fund III-F, LP, its managing member. AE Co-Investment Partners Fund III-F, LP is controlled by AE Industrial Partners Fund III GP, LP (“AE Fund III GP”), its general partner. AE Fund II GP and AE Fund III GP are each managed by each entity’s respective general partner, AeroEquity GP, LLC. AeroEquity GP, LLC is controlled by its managing members, Michael Greene and David Rowe. Messrs. Greene and Rowe make all voting and investment decisions with respect to the securities held by AE Industrial Partners. Each of the entities and individuals named above disclaims beneficial ownership of the securities held by AE Industrial Partners, except to the extent of its pecuniary interest therein. The business address of each of the foregoing entities and persons is 6700 Broken Sound Pkwy NW, Boca Raton, FL 33487.

~~Table~~(2) Consists of ~~Contents~~(i) 38,215,447 shares of Common Stock held by Glow NS Holdings, LLC, (ii) 20,489,985 shares of Common Stock held by Glow Holdings Aggregator, LLC, and (iii) 100,320 shares of Common Stock issuable upon the exercise of warrants held by Glow Holdings Aggregator, LLC.

~~operations~~23 of suppliers, subcontractors, distributors, or customers; destruction of facilities; loss of life; and/or damage or disruption to our employee’s homes and/or their ability to commute to our facilities. The availability of many of our products and services depends on the continuing operation of our information technology and communications systems. Any downtime, damage to, or failure of our systems could result in interruptions in our operations and services, which could reduce our revenue and profits. Our systems are vulnerable to damage or interruption from extreme weather events, fires, power loss, aging infrastructure, telecommunications failures, computer viruses, computer denial of service attacks, and other attempts to harm our systems. Our manufacturing facilities are also subject to risks associated with an aging infrastructure. An infrastructure failure could result in the destruction of launch vehicles, spacecraft, and related components being manufactured or in inventory, manufacturing delays, or additional costs. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our suppliers of components of our products, may impact our operations by, among other things, causing supply chain disruptions and increases in commodity prices, which could adversely affect our raw materials or transportation costs. In addition, because we participate in the defense and national security industries, we could ourselves become the target of such an attack or disruption. Such events also could impact one or more of our suppliers or contractors or result in the closure of any of their facilities or our facilities, which would make it difficult to continue our commercial launch activities as planned or thereafter increase our launch cadence or may also delay our customers’ plans to launch their payloads. Generally, the disaster recovery and business continuity plans we have in place currently are limited and may prove inadequate in the event of a serious disaster or similar event, particularly as the majority of our operations and employees are concentrated within a 25-mile radius encompassing our Cedar Park and Briggs, Texas facilities. We do not maintain back-up manufacturing facilities or operations. The occurrence of any of the foregoing could result in lengthy interruptions in our operations and services and/or damage our reputation, which could have a material adverse effect on our business, financial condition, and results of operations.

~~Our~~(3) ~~operating~~Consists ~~results~~of ~~may~~shares ~~fluctuate~~of ~~significantly,~~common ~~which~~stock ~~makes~~issuable ~~forecasting~~pursuant ~~our future operating results difficult and could cause our operating results~~ to ~~fall~~options ~~below~~held ~~expectations~~directly orby ~~any guidance we may provide~~Mr. Kim.

~~Our~~(4) ~~quarterly~~Consists ~~and~~of ~~annual~~(i) ~~operating results may fluctuate significantly~~1,424,784 ~~which~~shares ~~makes~~of itcommon ~~difficult~~stock ~~for~~issuable uspursuant to ~~predict~~options ~~our~~held ~~future~~directly ~~operating~~by ~~results~~Mr. ~~These~~Ma ~~fluctuations~~and ~~may~~(ii) ~~occur due to a variety of factors~~11,324 ~~many~~shares of ~~which~~common ~~are~~stock ~~outside~~held ofdirectly ~~our~~by ~~control,~~Mr. ~~including, but not limited to:~~ Ma.

•(5) ~~the~~Includes ~~number~~shares of ~~launch~~common ~~missions~~stock orheld ~~cislunar~~by ~~services~~entities ~~(including~~over ~~on-orbit~~which ~~transfers,~~shares ~~hosting,~~Mr. ~~delivery,~~Boland ~~and~~exercises ~~servicing)~~voting ~~we schedule for a period, the price at which we sell them~~ and ~~our~~dispositive ~~ability to schedule additional launch missions for repeat customers;~~control.

~~• the shift in receiving milestone payments for our launch or spacecraft solutions and services~~ (~~including~~6) asConsists ~~a result~~ of ~~one~~shares of ~~our~~common ~~customers~~stock ~~exercising~~issuable ~~its delay right~~ pursuant to ~~its~~options ~~contractual~~held ~~arrangement~~directly ~~with~~by ~~us);~~Mr. Emerson.

•(7) ~~the~~Consists ~~cost~~of (i) 6,146 shares of ~~raw~~common ~~materials~~stock orissuable ~~supplied~~pursuant ~~components~~to ~~critical~~options ~~for~~held ~~the~~directly ~~manufacture~~by Dr. Zurbuchen and ~~operation~~(ii) 800 shares of ~~space~~common ~~products~~stock orheld ~~launch~~directly ~~systems;~~by Dr. Zurbuchen.

•(8) ~~the~~Consists ~~timing and cost~~ of, ~~and~~shares ~~level~~ of ~~investment~~(i) in5,080,967 ~~R&D~~shares ~~relating~~issuable pursuant to ~~our~~options ~~technologies~~held ~~and~~by ~~our~~the ~~current~~directors orand ~~future~~executive ~~facilities,~~officers ~~including~~ as a ~~result~~group and (ii) 3,283,927 shares of ~~changes~~common instock ~~government~~held ~~spending;~~by the directors and executive officers as a group.

•(9) ~~our~~Based ~~financial~~on ~~condition;~~the Schedule 13G filed by Astera Institute and Jed McCaleb on November 10, 2025. The business address of each of the foregoing persons is 1351 Ocean Ave, Emeryville, CA 94608.

•(10) ~~developments~~Consists ~~involving~~of ~~our~~(i) ~~competitors;~~5,008,700 shares of common stock issuable pursuant to options held directly by Mr. Markusic and (ii) 7,478,389 shares of common stock held directly by Mr. Markusic.

•Except ~~changes~~as described in ~~governmental~~the ~~regulations~~information orincorporated inby reference into this prospectus, no affiliate of the ~~status~~Selling Securityholders has held any position or office with us or any of our ~~regulatory~~affiliates, ~~approvals~~and the Selling Securityholders have had no other material relationship with us or ~~applications;~~any of our affiliates within the past three years other than as a result of the Selling Securityholders’ ownership of shares of equity securities.

•24 ~~future accounting pronouncements or changes in our accounting policies; and~~

24MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

~~Table~~The following discussion is a summary of ~~Contents~~certain material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership, and disposition of our Common Stock issued pursuant to this offering but does not purport to be a complete analysis of all potential tax considerations relating thereto. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated or proposed thereunder (the “Treasury Regulations”), judicial decisions and published rulings, and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case as in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our Common Stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to those discussed below regarding the tax consequences of the purchase, ownership, and disposition of our Common Stock.

•This ~~general~~discussion ~~market~~is ~~conditions~~limited ~~and~~to ~~other~~Non-U.S. ~~factors,~~Holders ~~including~~who ~~factors~~purchase ~~unrelated~~our Common Stock pursuant to this offering and who hold our ~~operating~~Common ~~performance~~Stock oras a “capital asset” within the ~~operating~~meaning ~~performance~~of Section 1221 of ~~our~~the ~~competitors~~Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

~~The~~• ~~individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results~~U. ~~As a result, comparing our operating results on a period-to-period basis may not be meaningful~~S. ~~Further,~~expatriates ~~projections are based upon a number of assumptions~~ and ~~estimates~~former ~~that,~~citizens ~~while~~or ~~presented~~long-term ~~with~~residents ~~numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many~~ of ~~which~~the ~~are~~United beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. The rapidly evolving market in which we operate may make it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. The principal reason that we may release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. States;

We• ~~do not accept any responsibility for any projections or reports published by any such~~ persons. ~~Guidance~~subject is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results, particularly any guidance relating to the ~~results~~alternative ofminimum operations of acquired businesses or companies as our management will be less familiar with their business, procedures, and operations. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidance we may provide, or if the guidance we provide is below the expectations of analysts or investors, the price of our Common Stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide. tax;

~~Our~~• ~~customers’~~persons ~~inability~~holding toour ~~obtain~~Common ~~financing~~Stock ~~for~~as ~~their~~part ~~purchases~~of ~~from~~a ushedge, ~~and/~~straddle, or ~~their~~other ~~inability~~risk toreduction ~~obtain~~strategy ~~financing~~or toas ~~maintain~~part ~~their~~of ~~business could have~~ a ~~material~~conversion ~~adverse~~transaction ~~effect~~or onother ~~our~~integrated ~~business.~~ investment;

~~Some~~• ofbanks, ~~our~~insurance ~~customers~~companies, ~~may require substantial financing to fund their operations~~ and ~~make~~other ~~purchases~~financial ~~from~~institutions ~~us.~~(except ~~The inability of these customers~~ to ~~obtain sufficient credit to finance purchases of our products, including~~ the ~~ability~~extent ofspecifically ~~our~~set ~~government~~forth customers to receive adequate funding for new and current programs, or otherwise meet their payment obligations to us could adversely impact our financial condition and results of operations. In addition, if a market downturn results in insolvencies for our customers, it could materially adversely impact our business, financial condition, and results of operations. below);

~~Our~~• ~~business~~real ~~involves~~estate ~~significant~~investment ~~risks~~trusts ~~and uncertainties that may not be covered by insurance. Also, due to the inherent risks associated with commercial spaceflight, there is the possibility that any accident~~ or ~~catastrophe~~regulated ~~could~~investment ~~lead to the loss of human life or a medical emergency.~~ companies;

~~Although~~• ~~there have been and will continue to be technological advances in spaceflight~~brokers, ~~it is still an inherently dangerous activity. Explosions and other accidents on launch or during the flight have occurred and will likely occur in the future. If such incident should occur~~dealers, ~~we will likely experience a total loss of our systems, products, technologies and services, and our payloads and payloads of our customers. The total~~ or ~~partial~~traders loss of one or more of our products or payloads could have a material adverse effect on our reputation, business, financial condition, and results of operations. For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the launch failure, but even in ~~this case we will have losses associated with our inability to test our technology in space and delays with further technology development. Further~~securities, ~~commercial spaceflight is an inherently risky activity that can lead to accidents or catastrophes impacting human life. It is impossible to completely eliminate the potential for human or other error~~commodities, ~~and there is a possibility that other accidents may occur in the future as a result of human error~~ or for a variety of other reasons, some of which may be out of our control. Any such accident could result in substantial losses to us, including reputational harm and legal liability, and, as a result, could have a material adverse effect on our business, financial condition, and results of operations. currencies;

25• persons that elect to use a mark-to-market method of accounting for their holdings in our Common Stock;

~~Table~~• of“controlled ~~Contents~~foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

We• ~~routinely~~pass-through ~~conduct~~entities ~~hazardous~~other ~~operations~~than inpartnerships ~~manufacturing, test,~~ (and ~~launch~~investors of our launch systems, space products and various subsystems, which could result in damage to property or persons. The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt our operations and adversely affect our financial results. therein);

We• ~~manufacture,~~tax-exempt ~~test,~~organizations and operate highly sophisticated launch systems and Space Products and we conduct launch activities that depend on complex technology. Although there have been, and will continue to be, technological advances in spaceflight, our operations remain an inherently hazardous and risky activity. Our business operations involve the handling, production, and disposition of potentially explosive and ignitable energetic materials, and other dangerous chemicals, including materials used in rocket propulsion. The handling, production, transport, and disposition of hazardous materials could result in incidents that temporarily shut down or ~~otherwise~~governmental disrupt our manufacturing operations and could cause production delays. A release of these chemicals or an unplanned ignition or explosion could result in death or significant injuries to employees and others. Material property damage to us and third parties could also occur. Extensive regulations apply to the handling of explosive and energetic materials, including but not limited to regulations governing hazardous substances and hazardous waste. The failure to properly store and ultimately dispose of such materials could create significant liability and/or result in regulatory sanctions. While we have built operational processes designed to ensure that the design, manufacture, performance, and servicing of our spacecraft meet rigorous quality standards, there can be no assurance that we will not experience operational or process issues that could result in potential safety risks. Any actual or perceived safety or reliability issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure, and other costs that may arise. Such issues could result in canceled contracts, delaying or cancelling planned launches, increased regulation, or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical failures, damages to customer property, or other complications could have a material adverse effect on our business, financial condition, and results of operations. organizations;

We• ~~are~~persons ~~subject~~deemed to ~~many~~sell ~~hazards and operational risks that can disrupt~~ our ~~business,~~Common ~~including~~Stock ~~interruptions~~under orthe ~~disruptions~~constructive insale ~~service~~provisions ~~at our Cedar Park and Briggs, Texas facilities, which could have a material adverse effect on our business, financial condition, and results~~ of ~~operations.~~the Code;

~~Our~~• ~~operations~~persons ~~are~~who ~~subject~~hold ~~to many hazards and operational risks inherent to our business, including general business risks, product liability and damage to third parties, our infrastructure~~ or ~~properties~~receive that may be caused by fires, floods and other natural disasters, power losses, telecommunications failures, terrorist attacks, human errors, epidemics and pandemics, and other similar health crises and similar events. Additionally, our ~~manufacturing~~Common ~~operations~~Stock ~~are~~pursuant ~~hazardous at times and may expose us~~ to ~~safety risks, including environmental risks and health and safety hazards to our employees or third parties. At our facilities, particularly our Cedar Park and Briggs, Texas facilities where~~ the ~~majority~~exercise of ~~our manufacturing and other operations are concentrated,~~ any ~~significant~~employee ~~interruption~~stock ~~due~~options ~~to any of the above hazards and operational to the manufacturing~~ or ~~operation~~otherwise ~~of our spacecraft systems including from weather conditions, growth constraints, performance by third-party providers (such~~ as electric, utility, or telecommunications providers), failure to properly handle and use hazardous materials, failure of computer systems, power supplies, fuel supplies, infrastructure damage, disagreements with the owners of the land on which our facilities are located, or damage sustained to our runway could result in manufacturing delays or the delay or cancellation of our spacecraft and, as a result, could have a material adverse effect on our business, financial condition, and results of operations. Moreover, our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. In addition, we may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us, could harm our business, financial condition, and results of operations. compensation;

~~Our~~• ~~insurance,~~persons ~~customer~~that ~~indemnifications,~~own or ~~other~~have ~~liability~~owned ~~protections~~(actually ~~may~~or beconstructively) ~~insufficient~~more tothan ~~protect~~five uspercent ~~from~~of ~~product~~our ~~and~~capital ~~other~~stock ~~liability~~(except ~~claims~~to orthe ~~losses.~~extent specifically set forth below);

We• ~~maintain~~persons ~~insurance~~subject ~~coverage~~to ~~with~~special ~~third-party~~tax ~~insurers~~accounting rules as ~~part~~a result of ~~our~~any ~~overall~~item ~~risk management strategy and because some~~ of ~~our~~gross ~~contracts~~income ~~require~~with usrespect to ~~maintain specific insurance coverage limits. Not every risk or liability is or can be protected by insurance given we may incur liabilities that are unique to~~ our ~~products~~Common ~~and~~Stock ~~services,~~being ~~and~~taken ~~for~~in ~~those~~account ~~risks~~in wean ~~insure,~~“applicable ~~the~~financial ~~limits~~statement” of(as ~~coverage~~defined ~~that are reasonably obtainable may not be sufficient to cover all actual losses or liabilities incurred. We are limited~~ in ~~the~~Section ~~amount~~451(b)(3) of ~~insurance~~the ~~we can obtain to cover~~ Code);

26• “qualified foreign pension funds” (within the meaning of Section 897(l)(2)) of the Code and entities, all of the interests of which are held by qualified foreign pension funds; and

~~Table~~25 ~~of Contents~~

~~certain~~• ~~risks, such as cybersecurity risks and natural hazards, including earthquakes, fires, and extreme weather conditions, some of which can be worsened by climate change and pandemics. If any of our third~~tax-~~party~~qualified ~~insurers~~retirement fail, become insolvent, cancel our coverage or otherwise are unable to provide us with adequate insurance coverage or renew our insurance coverage on favorable terms, then our overall risk exposure and our operational expenses would increase, and the management of our business operations would be disruptedplans. Our insurance may be insufficient to protect us from significant product and other liability claims or losses. Moreover, there is a risk that commercially available liability insurance will not continue to be available to us at a reasonable cost, if at all. In some circumstances, we are entitled to certain legal protections or indemnifications from our customers through contractual provisions, laws, regulations, or otherwise. However, these protections are not always available, can be difficult to obtain, are typically subject to certain terms or limitations, including the availability of funds, and may not be sufficient to cover all losses or liabilities incurred. For example, although the U.S. government may pay claims for third-party damages to the extent they exceed our insurance coverage, this depends on a government appropriation and is subject to a statutory limit. In addition, this insurance will not protect us against our own losses, including to our launch vehicle, launch complex and spacecraft. If liability claims or losses exceed our current or available insurance coverage, customer indemnifications, or other legal protections, our business, financial condition, and results of operations could have a material adverse effect on the Company. Any significant claim may have a material adverse effect on our industry and market reputation, leading to a substantial decrease in demand for our products and services and reduced revenues, making it more difficult for us to compete effectively, and could affect the cost and availability of insurance coverage at adequate levels in the future.

AIn ~~significant~~addition, ~~portion~~this discussion does not address the tax treatment of partnerships (or entities or arrangements that are treated as partnerships for U.S. federal income tax purposes) or persons that hold our ~~management~~Common ~~team~~Stock ~~has~~through ~~limited~~such ~~experience~~partnerships. ~~managing~~If any entity or arrangement classified as a ~~public~~partnership ~~company~~for U.S. federal income tax purposes holds our Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding our Common Stock and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them of the purchase, ownership, and disposition of our Common Stock.

~~Most~~THIS ~~members~~DISCUSSION ofIS ~~our~~FOR ~~management~~INFORMATIONAL ~~team~~PURPOSES ~~have~~ONLY ~~limited~~AND ~~experience~~IS ~~managing~~NOT aTAX ~~publicly~~ADVICE. ~~traded~~INVESTORS ~~company,~~SHOULD ~~interacting~~CONSULT ~~with~~THEIR ~~public~~TAX ~~company~~ADVISORS ~~investors,~~WITH ~~and~~RESPECT ~~complying~~TO ~~with~~THE APPLICATION ~~the~~OF ~~increasingly~~THE ~~complex laws pertaining to public companies~~U.S. ~~Our~~FEDERAL ~~management~~TAX ~~team~~LAWS ~~may~~TO ~~not~~THEIR ~~successfully~~PARTICULAR orSITUATIONS ~~efficiently~~AS ~~manage~~WELL ~~our~~AS ~~transition~~ANY toTAX ~~being~~CONSEQUENCES aOF ~~public~~THE ~~company~~PURCHASE, ~~that~~OWNERSHIP, isAND ~~subject~~DISPOSITION toOF ~~significant~~OUR ~~regulatory~~COMMON ~~oversight~~STOCK ~~and~~ARISING ~~reporting~~UNDER ~~obligations~~THE ~~under the federal securities laws and the continuous scrutiny of securities analysts and investors~~U.S. ~~These~~FEDERAL ~~new~~ESTATE ~~obligations~~OR ~~and~~GIFT ~~constituents~~TAX ~~will~~LAWS ~~require~~OR ~~significant~~UNDER ~~attention~~THE ~~from~~LAWS ~~our~~OF ~~senior~~ANY STATE, ~~management~~LOCAL, ~~and~~OR ~~could divert their attention away from the day~~NON-~~to-day~~U.S. ~~management~~TAXING ofJURISDICTION ~~our~~OR ~~business,~~UNDER ~~which~~ANY ~~could~~APPLICABLE ~~harm~~INCOME ~~our~~TAX ~~business, financial condition, and results of operations~~TREATY.

~~Adverse~~Definition ~~publicity~~of ~~stemming from any incident involving us, our competitors, or our customers could have~~ a ~~material adverse effect on our business, financial condition, and results of operations~~Non-U.S. Holder

ToFor ~~continue~~purposes ~~to be successful, we must continue to preserve, grow, and capitalize on the value~~ of ~~our~~this ~~brand in the marketplace. We have previously been and continue to be at risk of adverse publicity stemming from any public incident involving our company~~discussion, ~~our people, or our brand, or our competitors or customers. For example, in December 2023, our Fly the Lightning mission did not obtain the specified target orbit, and~~ a ~~number of media outlets reported on the mission~~ “Non-U. ~~On September 29, 2025, during testing at Firefly’s facility in Briggs, Texas, the first stage of Firefly’s Alpha Flight 7 rocket experienced an event that resulted in damage to the test stand~~S. ~~This~~Holder” ~~event~~is ~~also~~any ~~received~~beneficial ~~media~~owner ~~attention. In the future, if our launch vehicles or space products, those~~ of ~~one of~~ our ~~competitors,~~Common orStock ~~satellites~~that ofis ~~our~~neither ~~customers were to be involved in~~ a ~~public~~“United ~~incident,~~States ~~accident,~~person” ornor ~~catastrophe, this could create~~ an ~~adverse~~entity ~~public perception of launch~~ or ~~manufacturing~~arrangement ~~activities~~treated ~~and~~as ~~result~~a inpartnership ~~decreased customer demand~~ for ~~launch and space products, which could cause a material adverse effect on our business, financial condition, and results of operations~~U.S. ~~Even~~federal anincome isolated incident or the aggregate effect of individually insignificant incidents, can erode trust and confidence, particularly if such incident or incidents result in adverse publicity, governmental investigations, or litigationtax purposes. ~~Further,~~A ifUnited ~~our~~States ~~launch~~person ~~vehicles~~is orany ~~rockets~~person ~~were to be involved in a public incident~~that, ~~accident,~~for ~~or catastrophe, we could be exposed to significant reputational harm or potential legal liability~~U.S. ~~Any~~federal ~~reputational~~income ~~harm~~tax ~~to our business or industry could tarnish our brand or cause customers with existing contracts with us to cancel their contracts~~purposes, ~~and~~is ~~lead to a material adverse effect on our business, and financial condition and results of operations. The insurance we carry may be inapplicable~~ or ~~inadequate~~is totreated ~~cover~~as any ~~such~~of ~~incident, accident, or catastrophe. In~~ the ~~event~~following: ~~that our insurance is inapplicable or not adequate, we may be forced to bear substantial losses from such incident, adverse media, or accident.~~

27• an individual who is a citizen or resident of the United States;

~~Table~~• a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of ~~Contents~~the United States, any state thereof, or the District of Columbia;

~~Labor-related~~• ~~matters,~~an ~~including~~estate ~~labor~~the ~~disputes,~~income ~~may~~of ~~adversely~~which ~~affect~~is ~~our~~subject ~~operations~~to U.S. federal income tax regardless of its source; or

~~None~~• ~~of our employees are currently represented by~~ a ~~union.~~trust ~~If our employees decide to form or affiliate with a union, or if we expand into a jurisdiction with different labor laws~~ that ~~are~~(1) ~~more~~is ~~favorable~~subject to ~~unions and works councils, we cannot predict~~ the ~~negative~~primary ~~effects~~supervision ~~such~~of ~~future~~a ~~organizational activities will have on our business and operations~~U.S. Ifcourt ~~we were to become subject to work stoppages, we could experience disruption in our operations, including delays in manufacturing~~ and ~~operations,~~all ~~and~~substantial ~~increases~~decisions inof ~~our labor costs,~~ which ~~could~~are ~~harm~~under ~~our~~the ~~business,~~control ~~financial condition, and results~~ of ~~operations.~~one Inor ~~addition,~~more we“United ~~have~~States inpersons” (within the ~~past~~meaning ~~and~~of ~~could~~Section ~~face in the future~~ 7701(a)(30) ~~variety~~ of ~~employee~~the ~~claims~~Code) ~~against~~or ~~us,~~(2) ~~including~~has ~~but~~a ~~not~~valid ~~limited~~election ~~to general discrimination, privacy, wage and hour, labor and employment, Employee Retirement Income Security Act, and disability claims. Any claims could also result~~ in ~~litigation~~effect ~~against~~to usbe ortreated ~~regulatory~~as ~~proceedings~~a ~~being~~United ~~brought~~States ~~against~~person usfor ~~by various government agencies that regulate our business, including the~~ U.S. ~~Equal~~federal ~~Employment~~income ~~Opportunity~~tax ~~Commission~~purposes. ~~Often these cases raise complex factual and legal issues and create risks and uncertainties.~~

~~Efforts~~Distributions by the U.S. government to revise its organizational conflict of interest rules could limit our ability to successfully compete for new contracts or task orders, which would materially adversely affect our business, financial condition, and results of operations.

~~Efforts~~As bydescribed in the ~~U.S.~~section ~~government~~titled to“Dividend ~~reform its procurement practices have focused on~~Policy,” ~~among~~we ~~other~~do ~~areas,~~not ~~the~~anticipate ~~separation~~declaring ofor ~~certain~~paying ~~types~~dividends ~~of work~~ to ~~facilitate~~holders ~~objectivity and avoid or mitigate organizational conflicts~~ of ~~interest~~our ~~and~~Common Stock in the ~~strengthening~~foreseeable offuture. ~~regulations~~However, ~~governing~~if ~~organizational~~we ~~conflicts~~do ofmake ~~interest.~~distributions ~~Organizational conflicts~~ of ~~interest~~cash ~~may arise from circumstances in which a contractor has impaired objectivity during performance; unfair access to non-public information;~~ or ~~the~~property ~~ability to set the “ground rules” for another procurement for which the contractor competes. A focus~~ on ~~organizational~~our ~~conflicts~~Common ~~of interest issues has resulted in legislation and a proposed regulation aimed at increasing organizational conflicts of interest requirements~~Stock, ~~including,~~such ~~among~~distributions ~~other~~generally ~~things,~~will ~~separating~~constitute ~~sellers~~dividends offor ~~products and providers of advisory services in major defense acquisition programs~~U.S. ~~The passage of a new~~ federal ~~law~~income intax ~~December~~purposes ~~2022~~to ~~requires~~ the ~~Federal~~extent ~~Acquisition~~paid ~~Regulation~~from ~~(“FAR”)~~our ~~council~~current toor accumulated ~~provide~~earnings and ~~update~~profits, ~~definitions~~as ofdetermined ~~each~~under ofU.S. ~~the~~federal ~~above~~income ~~types~~tax ~~of conflicts of interest and provide illustrative examples of various relationships that contractors could have that would give rise to potential conflicts of interest~~principles. ~~The~~Amounts ~~passage~~not oftreated ~~this legislation comes~~ as ~~this~~dividends ~~topic~~for ~~continues~~U.S. tofederal ~~garner~~income ~~increased~~tax ~~scrutiny~~purposes ofgenerally ~~such~~will ~~alleged~~constitute ~~conflicts~~a ~~among federal contractors. The resulting rule~~non-~~making~~taxable ~~process,~~return ~~as well as continuing reform initiatives in procurement practices, may, however, result in future amendments to the FAR, increasing the restrictions in current organizational conflicts~~ of capital ~~interest regulations~~ and ~~rules.~~first ~~Similarly,~~be ~~organizational~~applied ~~conflicts~~against of interest remain an active area of bid protest litigation, increasing the likelihood that competitors may leverage such arguments in an attempt to overturn agency award decisions. To the extent that proposed and ~~future~~reduce ~~organizational~~a ~~conflicts of interest laws, regulations, and rules or interpretations thereof limit our ability to successfully compete for new contracts or task orders with the~~ Non-U.S. ~~government,~~Holder’s ~~either~~adjusted ~~because~~tax ofbasis ~~organizational~~in ~~conflicts~~its ofCommon ~~interest issues arising from our business~~Stock, orbut ~~because~~not ~~companies~~below ~~with~~zero. ~~which~~Any weexcess ~~are~~amounts ~~affiliated,~~generally orwill ~~with~~be ~~which~~treated weas ~~otherwise~~capital ~~conduct~~gain ~~business,~~and ~~create~~will ~~organizational~~be treated ~~conflicts~~as ofdescribed ~~interest~~below ~~issues~~under ~~for~~“Sale ~~us,~~or ~~our~~Other ~~business,~~Taxable ~~financial condition, and results of operations could be materially adversely affected~~Disposition.”

~~Our~~Subject ~~revenue~~to the discussion below on effectively connected income, ~~results~~backup withholding, and Sections 1471 to 1474 of ~~operations~~the ~~and~~Code ~~reputation~~(such ~~may~~Sections becommonly ~~negatively~~referred ~~impacted~~to ifas the Foreign Account Tax Compliance Act (“FATCA”)), dividends paid to a Non-U.S. Holder of our ~~products~~Common ~~contain~~Stock ~~defects~~will orbe ~~fail~~subject to ~~operate~~U.S. infederal withholding tax at a rate of 30% of the ~~expected~~gross ~~manner~~amount of the dividends or such lower rate specified by an applicable income tax treaty, provided that the Non-U.S. Holder furnishes to the applicable withholding agent

We26 sell complex and technologically advanced products and services, including launch services, spacecraft solutions and services and related technology and components. Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties. Most of the launch vehicles, spacecraft, and related components we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. Our products and services may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or we may not be able to detect and fix all defects in the launch vehicles, spacecraft, related components and systems we sell and/or use. Failure to do so could result in lost backlog and revenue and damage to our reputation and may adversely affect our ability to win new contract awards.

28 prior to the payment of the dividends a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation or successor form) certifying qualification for the lower treaty rate. The Non-U.S. Holder will be required to update such forms and certifications, as applicable, from time to time as required by law. A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

~~Table~~If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of ~~Contents~~a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment or fixed base in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above if the Non-U.S. Holder satisfies applicable certification and disclosure requirements. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI (or a successor form), certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. The Non-U.S. Holder will be required to update such forms and certifications, as applicable, from time to time as required by law. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different treatment.

IfAny ~~our~~such effectively ~~launch~~connected ~~vehicles~~dividends ~~and~~will ~~spacecraft~~generally ~~fail~~be subject to ~~operate~~U.S. federal income tax on a net income basis at the regular rates generally applicable to “United States persons” (as ~~intended,~~defined wein the Code). A Non-U.S. Holder that is a corporation also may ~~experience~~be ~~warranty~~subject ~~claims~~to ~~for~~a ~~product~~branch ~~failures,~~profits ~~schedule~~tax ~~delays~~at a rate of 30% (or ~~other~~such ~~problems~~lower ~~with~~rate ~~existing~~specified orby ~~new~~an ~~products~~applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which ~~could~~will ~~have~~include asuch ~~material~~effectively ~~adverse~~connected ~~effect~~dividends. onNon-U.S. ~~our~~Holders ~~business,~~should ~~financial~~consult ~~condition,~~their ~~and~~tax ~~results~~advisors ofregarding ~~operations~~any applicable tax treaties that may provide for different treatment.

~~Many~~Sale of the launch vehicles and spacecraft we develop and manufacture are technologically advanced systems that must function under demanding operating conditions. The sophisticated and rigorous design, manufacturing, and testing processes and practices we employ do not entirely prevent the risk that we may not be able to successfully launch or ~~manufacture~~Other ~~our~~Taxable ~~products~~Disposition on schedule or that our products may not perform as intended, whether due to reasons attributable to us or third parties (such as technical limitations of customer payloads or our suppliers’ launch vehicles). When our products fail to perform adequately, some of our contracts require us to forfeit a portion of our expected profit, receive reduced payments, provide a replacement product or service, or reduce the price of subsequent sales to the same customer. Performance penalties may also be imposed when we fail to meet delivery schedules or other measures of contract performance. Our business partners may also cancel existing contracts, which could adversely affect our backlog, business, results of operations, and financial condition. We do not generally insure against potential costs resulting from any required remedial actions or costs or loss of sales due to postponement or cancellation of scheduled operations or product deliveries.

IfSubject ~~we fail~~ to ~~adequately~~the ~~protect~~discussion ~~our~~below ~~proprietary~~on ~~intellectual~~backup ~~property~~withholding ~~rights, including our unpatented proprietary intellectual property, our competitive position could be impaired~~ and ~~we may lose valuable assets~~FATCA, ~~generate~~a ~~reduced~~Non-U.S. ~~revenue,~~Holder ~~and~~generally ~~incur~~will ~~costly~~not be ~~litigation~~subject to ~~protect our rights~~U.S. Wefederal ~~have~~income ~~granted~~tax ~~licenses~~on inany ~~our~~gain ~~intellectual~~realized ~~property~~upon tothe ~~certain~~sale ~~customers,~~or ~~which~~other ~~creates~~taxable andisposition ~~additional risk~~ of ~~unauthorized use or disclosure of~~ our ~~intellectual~~Common ~~property.~~Stock unless:

~~The~~• ~~success~~the ofgain ~~both~~is ~~our~~effectively ~~space~~connected ~~products~~with ~~and~~the ~~launch services businesses depend, in part, on our ability to protect our proprietary intellectual property rights~~Non-U.S. ToHolder’s ~~date,~~conduct weof ~~have~~a ~~relied primarily on patents, trademarks,~~ trade ~~secrets, other intellectual property laws, licensing arrangements, non-disclosure~~ or ~~confidentiality~~business ~~agreements~~within ~~with~~the ~~our~~United ~~employees,~~States ~~consultants, and other relevant persons, and other measures to protect our intellectual property~~ (~~including our intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection),~~ and ~~intend to continue to rely on these and other means. We also rely on trade secrets~~, ~~designs,~~if ~~know-how,~~required and other confidential information to protect our intellectual property that may not be patentable or subject to copyright, trademark, trade dress, or service mark protection, or that we believe is best protected by ~~means~~an ~~that~~applicable doincome ~~not~~tax ~~require public disclosure. However~~treaty, the steps we take to protect our intellectual property may be inadequate, and we may choose not to pursue or maintain certain types of intellectual property protection or registration for our intellectual property in the United States or foreign jurisdictionsNon-U.S. WeHolder ~~will~~maintains ~~not~~a bepermanent ~~able~~establishment ~~to protect our intellectual property if we are unable to enforce our rights~~ or iffixed webase do not detect unauthorized use of our intellectual property. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Despite our precautions, our proprietary rights in the United States ~~or abroad may not be adequate, and it may be possible for unauthorized third parties~~ to ~~copy,~~which reverse engineer or misappropriate our technology or intellectual property rights and use information that we regard as proprietary to create technology that competes with ours. In addition, although we seek to enter into non-disclosure and invention assignment agreements with our employees and enter into non-disclosure agreements with our customers, consultants and other parties with whom we have strategic relationships and business alliances and enter into intellectual property assignment agreements with our consultants, contractors and vendors, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. While we seek to enter into such ~~agreements,~~gain weis may fail to enter into such agreements with all relevant entities, such agreements may be breached or may not be self-executing, and we may be subject to claims that employees misappropriated relevant rights from their previous employers. Accordingly, we cannot guarantee that the steps we have taken to protect our intellectual property will be adequate to prevent infringement of our rights or misappropriation of our technology, trade secrets or know-how, or that we have secured, or will be able to secure, appropriate permissions or protections for all of the intellectual property rights we use or claim rights to. attributable);

~~Further,~~• ~~these~~the ~~agreements~~Non-U.S. doHolder ~~not~~is ~~prevent~~a ~~our~~nonresident ~~competitors~~alien ~~from~~individual ~~independently~~present ~~developing~~in ~~technologies~~the ~~that~~United ~~are~~States ~~substantially~~for ~~equivalent~~183 days or ~~superior~~more toduring ~~our~~the ~~products.~~taxable Inyear ~~certain~~of ~~instances, we have granted customers licenses to our intellectual property, and we have disclosed~~ the ~~necessary~~disposition ~~intellectual property, including our trade secrets, proprietary know-how~~ and ~~other confidential information, to these customers. Additionally,~~ certain ofother ~~our~~requirements ~~customer~~are met; or

29• our Common Stock constitutes a U.S. real property interest (a “USRPI”), by reason of our status as a U.S. real property holding corporation (a “USRPHC”), for U.S. federal income tax purposes.

~~Table~~Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates generally applicable to United States persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of ~~Contents~~30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include such effectively connected gain.

~~agreements~~A ~~contain~~Non-U.S. ~~provisions~~Holder ~~permitting~~described in the ~~customer~~second tobullet ~~become~~point aabove ~~party~~will be subject to, orU.S. ~~beneficiary~~federal ~~of,~~income antax ~~escrow~~at ~~agreement~~a ~~under~~rate ~~which~~of we30% ~~place~~(or ~~certain~~such ~~intellectual~~lower ~~property~~rate inspecified ~~escrow~~by ~~with~~an aapplicable ~~third~~income ~~party.~~tax ~~Under~~treaty) ~~these~~on ~~escrow~~any ~~agreements,~~gain ~~such~~derived ~~intellectual~~from ~~property~~the ~~may~~sale beor ~~released~~other totaxable ~~the~~disposition, ~~customer~~which ~~for~~may ~~certain~~generally ~~purposes,~~be ~~including~~offset toby ~~manufacture~~U.S. ~~(or~~source ~~coordinate~~capital ~~the~~losses ~~manufacture~~ of) ~~certain of our products upon~~ the ~~occurrence~~Non-U.S. ofHolder ~~specified events, such as our filing~~ for ~~bankruptcy~~the orapplicable ~~ceasing~~taxable ~~our~~year ~~business~~(even ~~operations~~though ~~generally.~~the ~~Although~~individual ~~our~~is ~~license~~not ~~grants~~considered ~~contain~~a ~~certain~~resident ~~restrictions~~of ~~and~~the ~~protections~~United ~~for our intellectual property~~States), weprovided ~~cannot control~~ the ~~actions~~Non-U.S. byHolder ~~third~~has ~~parties,~~timely ~~their~~filed U.S. ~~affiliates~~federal ~~and~~income ~~manufacturing~~tax ~~partners,~~returns ~~and~~with ~~their~~respect ~~respective~~to ~~employees~~such losses.

If27 we fail to protect our intellectual property rights adequately, we may lose an important advantage in the markets in which we compete. Our efforts to protect these rights may be insufficient or ineffective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Any unauthorized use or disclosure of our intellectual property, including by our current or future manufacturing partners and suppliers, would cause us material harm in a manner that monetary damages alone could not redress, and this unauthorized use or disclosure could have a material adverse effect on our business and operations. Other parties may also independently develop technologies, products, and services that are substantially similar or superior to ours. We also may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Further, adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and manufacturing expertise. Finally, for those products in our portfolio that rely on patent protection, once a patent has expired, the product is generally open to competition. Products under patent protection usually generate significantly higher revenues than those not protected by patents. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our business, financial condition, results of operations, and cash flows.

WeWith ~~also~~respect ~~rely~~to onthe ~~physical~~third bullet point above, we believe we currently are not, and ~~electronic~~do ~~security~~not anticipate ~~measures~~becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to ~~protect~~the fair market value of our ~~proprietary~~non-U.S. ~~information~~real property interests and our other business assets, ~~but~~there wecan ~~cannot~~be ~~provide~~no assurance that ~~these~~we ~~security~~currently ~~measures~~are not a USRPHC or will not bebecome ~~breached~~one in the future. Even if we are or ~~will~~were ~~provide~~to ~~adequate~~become ~~protection~~a ~~for~~USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our ~~property~~Common Stock will not be subject to U.S. ~~There~~federal income tax if our Common Stock is a“regularly ~~risk~~traded,” ~~that~~as ~~third~~defined ~~parties~~by ~~may~~applicable ~~obtain~~Treasury Regulations, on an established securities market during the calendar year in which the taxable disposition occurs, and ~~improperly~~such ~~utilize~~Non-U.S. Holder owned, actually and constructively, five percent or less of our ~~proprietary~~Common ~~information~~Stock tothroughout the shorter of (1) the five-year period ending on the date of the sale or other taxable disposition or (2) the Non-U.S. Holder’s holding period. No assurance can be provided that our ~~competitive~~Common ~~disadvantage~~Stock will be regularly traded on an established securities market at all times for purposes of the rules described above. WeIf ~~may~~we were to become a USRPHC and our Common Stock were not considered to be ~~able~~“regularly totraded” ~~detect~~on oran ~~prevent~~established securities market during the ~~unauthorized~~calendar ~~use~~year ofin which the relevant disposition by a Non-U.S. Holder occurs, such ~~information~~Non-U.S. Holder (regardless of the percentage of stock owned) would be subject to U.S. federal income tax on a sale or ~~take~~other ~~appropriate~~taxable disposition of our Common Stock and ~~timely~~a ~~steps~~15% withholding tax would apply to ~~enforce~~the gross proceeds from such disposition. No assurance can be provided that our ~~intellectual~~Common ~~property~~Stock ~~rights~~will continue to be regularly traded on an established securities market for purposes of the rules described above.

~~Protecting~~Non-U.S. ~~and~~Holders ~~defending~~should ~~against~~consult ~~intellectual~~their ~~property~~tax ~~claims~~advisors ~~may~~regarding ~~have~~potentially aapplicable ~~material~~income ~~adverse~~tax treaties ~~effect~~that onmay ~~our~~provide ~~business~~for different treatment.

~~Our~~Information ~~success~~Reporting ~~depends in part upon successful prosecution, maintenance, enforcement,~~ and ~~protection~~Backup ofWithholding our owned and licensed intellectual property. To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology, as well as any costly litigation or diversion of our management’s attention and resources, could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations. The results of intellectual property litigation are difficult to predict and may result in significant damage awards or settlement costs. We may also be required to undertake workarounds or substantial reengineering of our products or services, stop using certain technologies, stop offering certain services or enter into royalty or licensing agreements, which may include terms that are not commercially acceptable to us. There is no guarantee that any action to defend, maintain or enforce our owned or licensed intellectual property rights will be successful, and an adverse result in any such proceeding could have a material adverse impact on our business, financial condition, and results of operations. In addition, we may from time-to-time face allegations that we are infringing, misappropriating, or otherwise violating the intellectual property rights of third parties, including the intellectual property rights of our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Irrespective of the validity of any such claims, we could incur significant costs and diversion of resources in defending against them, and there is no guarantee any such defense would be successful, which could have a material adverse effect on our business, financial condition, and results of operations. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team and harm our business, financial condition, our results of operations, and our reputation.

30Payments of distributions on our Common Stock generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the Non-U.S. Holder is a United States person and the Non-U.S. Holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI (or other applicable or successor form), or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our Common Stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Common Stock within the United States or conducted through certain U.S.-related brokers by a Non-U.S. Holder generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such Non-U.S. Holder is a United States person or the Non-U.S. Holder otherwise establishes an exemption. If a Non-U.S. Holder does not provide the certification described above or the applicable withholding agent has actual knowledge or reason to know that such Non-U.S. Holder is a United States person, payments of distributions or of proceeds of the sale or other taxable disposition of our Common Stock may be subject to backup withholding at a rate currently equal to 24% of the gross proceeds of such distribution, sale, or taxable disposition. Proceeds of a sale or other taxable disposition of our Common Stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

~~Table~~Copies of ~~Contents~~information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

ABackup ~~significant~~withholding ~~deferment~~is ofnot ~~orders~~an byadditional ~~customers~~tax. ~~could~~Any ~~have~~amounts withheld under the backup withholding rules may be allowed as a ~~material~~refund ~~adverse~~or ~~effect~~a oncredit against ~~our~~a ~~business,~~Non-U.S. ~~results~~Holder’s ofU.S. ~~operations,~~federal ~~prospects~~income tax liability, ~~and~~provided ~~financial~~the ~~condition~~required information is timely furnished to the IRS.

~~Uncertainty about current and future global economic conditions may cause the~~ Non-U.S. ~~government,~~Holders ~~customers,~~should ~~and~~consult ~~businesses~~their totax ~~modify,~~advisors ~~defer~~regarding orinformation ~~cancel~~reporting ~~purchases in response to tighter credit, decreased cash availability~~ and ~~declining customer confidence~~backup withholding. Accordingly, future demand for our products could differ materially from our current expectations. Additionally, if customers are not successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products may adversely affect our earnings and cash flow.

~~Shortfalls~~28 ~~in available external R&D funding could adversely affect us.~~

WeAdditional ~~depend~~Withholding onTax ~~our R&D activities to develop the core technologies used in our products and for the development of our future products. A portion of our R&D activities depends~~ on ~~funding~~Payments byMade commercial companies and the U.S. government. U.S. government and commercial spending levels can be impacted by a number of variables, including general economic conditions, specific companies’ financial performance, changes in U.S. government contracting policies and competition for U.S. government funding with other U.S. government-sponsored programs in the budget formulation and appropriation processes. To the extent that these external sources of funding are reduced or eliminated, U.S. government agencies may elect to ~~reduce~~Foreign ~~their~~Accounts purchases under contracts, to exercise their right to terminate contracts at any time without penalty or not to exercise options to renew contracts, any of which could result in decreased sales of our products, consequently harming our business, financial condition, and results of operations.

~~Due~~Withholding taxes may be imposed under FATCA and other administrative guidance issued thereunder, on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the ~~competitive~~discussion ~~process~~of certain proposed Treasury Regulations below) gross proceeds from the sale or other disposition of, our Common Stock paid to ~~obtain~~a ~~contracts~~“foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) if the ~~likelihood~~foreign entity is not a “foreign financial entity,” the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each direct and indirect substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise establishes that it qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of ~~bid~~the ~~protests~~Treasury requiring, weamong ~~may~~other bethings, ~~unable~~that it undertake to ~~achieve~~identify accounts held by certain “specified United States persons” or ~~sustain~~“United States-owned ~~revenue~~foreign ~~growth~~entities” (each as defined in the Code), annually report certain information about such accounts, and ~~profitability~~withhold 30% on certain payments to noncompliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

WeUnder ~~expect that a majority of~~ the business that we seek in the foreseeable future will be awarded through a competitive bidding process. The U.S. government has increasingly relied on contracts that are subject to a continuing competitive bidding processCode, ~~including~~applicable ~~multi-award~~Treasury ~~contracts~~Regulations, ~~which has resulted in greater competition~~ and ~~increased~~administrative ~~pricing pressure. The competitive bidding process involves substantial costs~~guidance, ~~including~~withholding ~~labor~~under ~~cost~~FATCA ~~and~~generally ~~managerial~~applies ~~time~~ to ~~prepare~~payments ~~bids~~of dividends ~~and~~on ~~proposals~~our ~~for~~Common ~~contracts~~Stock. ~~that~~On ~~may~~December 13, ~~not~~2018, bethe ~~awarded~~U.S. toDepartment ~~us,~~of ~~may~~the beTreasury ~~split~~released ~~among~~proposed ~~competitors,~~regulations or(which ~~that~~ may be ~~awarded~~relied ~~but~~upon ~~for~~by ~~which~~taxpayers weuntil dofinal ~~not~~regulations ~~receive~~are ~~meaningful task orders~~issued), ~~and~~which ~~several~~eliminate ~~risks,~~FATCA ~~including~~withholding ~~the~~on ~~risk of inaccurately estimating~~ the ~~resources~~gross proceeds ~~and~~from ~~costs~~a ~~that~~sale ~~will~~or beother ~~required~~disposition toof ~~fulfill~~our ~~any~~Common ~~contract we win~~Stock. ~~Following~~We ~~contract~~will ~~award,~~not wepay ~~may~~additional ~~encounter~~amounts ~~significant expense, delay, contract modifications,~~ or ~~even~~“gross ~~cancellation~~up” ofpayments ~~the~~to ~~contract~~Non-U.S. ~~award~~Holders as a result of ~~our~~any ~~competitors~~withholding ~~protesting~~or ~~the~~deduction ~~award~~for oftaxes imposed ~~contracts~~under ~~to us~~FATCA. ~~Any~~Under ~~resulting~~certain ~~loss~~circumstances, orcertain ~~delay of start~~Non-upU.S. ~~and~~Holders ~~funding~~might ofbe ~~work~~eligible ~~under~~for ~~protested~~refunds ~~contract~~or ~~awards~~credits ~~may~~of ~~adversely~~such ~~affect our revenues and profitability~~taxes. InProspective ~~addition,~~investors ~~multiple-award~~should ~~contracts~~consult ~~require~~their ~~that~~tax weadvisors ~~make~~regarding ~~sustained post-award efforts to obtain task orders under~~ the potential ~~contract.~~application Asof awithholding ~~result, we may not be able to obtain these task orders or recognize revenues~~ under ~~these~~FATCA ~~multiple-award contracts. Our failure~~ to ~~compete~~their ~~effectively~~investment in ~~this procurement environment would adversely affect~~ our ~~revenues~~Common ~~and profitability~~Stock.

~~The~~29 U.S. government’s determination to award a future contract or contract option may be challenged by an interested party, and, if that challenge is successful, that future contract or option may be terminated.

~~The~~UNDERWRITING laws and regulations governing procurements by the U.S. government provide procedures by which other bidders and interested parties may challenge the award of a government contract at the U.S. Government Accountability Office (“GAO”) or in federal court. If we are awarded a government contract, such challenges or protests could be filed even if there are not any valid legal grounds on which to base the challenge or protest. If any such challenges or protests are filed, the government agency may decide to suspend our performance under the contract while such challenges or protests are being considered by the GAO or the applicable federal court, thus potentially delaying delivery of payment.

31We and the Selling Securityholders are offering the shares of Common Stock described in this prospectus through a number of underwriters. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and Wells Fargo Securities, LLC are acting as representatives of the underwriters. We and the Selling Securityholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the Selling Securityholders have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of Common Stock listed next to its name in the following table:


Underwriters	Number of Shares
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Jefferies LLC
Wells Fargo Securities, LLC

Total		12,000,000

InThe ~~addition,~~underwriters weare ~~could~~committed ~~be forced~~ to ~~expend~~take ~~significant funds to defend any potential award. If a challenge or protest is successful, the government agency may be ordered to terminate any one or more of our contracts~~ and ~~reselect~~pay ~~bids.~~for ~~The~~all ~~government agencies with which we have contracts could even be directed to award a potential contract to one~~ of the ~~other~~shares ~~bidders.~~being ~~Finally~~offered, ~~the~~if ~~government~~any ~~agency,~~are ~~in its discretion~~taken, ~~may~~other than ~~elect~~the toshares ~~take~~covered ~~corrective~~by ~~action to resolve a pending bid protest which could result in~~ the ~~government~~option ~~agency~~described ~~reevaluating~~below ~~bidders,~~unless ~~or asking bidders to re-compete for the contract,~~ and ~~the~~until ~~selection~~this ofoption ais ~~new bidder~~exercised.

~~Environmental~~The ~~matters~~underwriters have an option to buy up to an additional 1,800,000 shares ~~including~~of ~~costs~~Common ~~associated~~Stock ~~with~~from ~~compliance~~the ~~and~~Selling ~~remediation~~Securityholders ~~efforts~~at ~~and~~the ~~government~~public ~~and~~offering ~~third-party~~price ~~claims~~per share, ~~could~~less ~~have~~the aunderwriting ~~material~~discounts ~~adverse~~and ~~effect~~commissions per share, set forth on ~~our~~the ~~reputation~~cover ~~and~~page ~~our~~of ~~business,~~this ~~financial~~prospectus. ~~condition,~~They ~~and~~may exercise ~~results~~that option for 30 days from the date of ~~operations~~this prospectus. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

~~Our~~The ~~operations~~following ~~are~~tables ~~subject~~show tothe ~~and~~per ~~affected~~share ~~by various federal, state, local,~~ and ~~foreign~~total ~~environmental~~underwriting ~~laws,~~discounts and ~~regulations,~~commissions ~~which can frequently be expanded, changed, or enforced differently over time. Compliance with these existing and evolving environmental laws and regulations requires and is expected~~ to ~~continue to require significant operating and capital costs. We may~~ be ~~subject~~paid to ~~substantial administrative, civil, or criminal fines, penalties, or other sanctions (including suspension and debarment) for violations. If we are found to be in violation of~~ the ~~Federal~~underwriters ~~Clean Air Act or the Clean Water Act, the facility or facilities involved in the violation could be placed~~ by the ~~Environmental~~Company ~~Protection~~and ~~Agency on a list of facilities that generally cannot be used in performing on U.S. government contracts until~~ the Selling ~~violation is corrected~~Securityholders. ~~Stricter~~Such oramounts different remediation standards or enforcement of existing laws and regulations; new requirements, including regulation of new substances; discovery of previously unknown contamination or new contaminants; imposition of fines, penalties, or damages (including natural resource damages); a determination that certain remediation or other costs are ~~unallowable;~~shown ~~rulings~~assuming onboth ~~allocation~~no orexercise ~~insurance coverage;~~ and~~/or~~ ~~the~~full ~~insolvency,~~exercise ~~inability or unwillingness~~ of other parties to pay their share, could require us to incur material additional costs in excess of those anticipated. We may become a party to legal proceedings and disputes involving government and private parties (including individual and class actions) relating to alleged impacts from pollutants released into the ~~environment,~~underwriters’ ~~including~~option bodily injury and property damage. These matters could result in material compensatory or other damages, remediation costs, penalties, non-monetary relief, and adverse allowability or insurance coverage determinations. The impact of these factors is difficult to ~~predict,~~purchase ~~but one or more of them could harm our reputation and business and have a material adverse effect on our results of operations~~1, ~~prospects~~800,000 ~~and~~additional ~~financial condition~~shares.

~~Failure~~Paid toby ~~maintain~~the aCompany ~~level~~Paid ofby ~~corporate~~the ~~social~~Selling ~~responsibility~~Securityholders ~~could~~No ~~damage~~Exercise ~~our~~Full ~~reputation~~Exercise ~~and~~No ~~could~~Exercise ~~materially~~Full ~~adversely~~Exercise ~~affect~~Per ~~our~~share ~~business,~~$ ~~financial~~$ ~~condition,~~$ ~~and~~$ ~~results~~Total of$ ~~operations.~~$ $ $

InShares ~~light~~sold ofby ~~evolving~~the ~~expectations~~underwriters ~~around~~to ~~corporate~~the ~~social~~public ~~responsibility,~~will ~~our~~initially ~~reputation could~~ be ~~materially~~offered ~~adversely~~at ~~impacted~~the bypublic aoffering ~~failure~~price ~~(or~~set ~~perceived~~forth on ~~failure)~~the tocover ~~maintain a level~~ of ~~corporate~~this ~~social responsibility~~prospectus. InAny ~~today’s~~shares ~~environment,~~sold anby ~~allegation~~the orunderwriters ~~perception~~to ~~regarding~~securities ~~quality,~~dealers ~~safety, or corporate social responsibility can negatively impact our reputation. This~~ may ~~include,~~be ~~without~~sold ~~limitation:~~at ~~failure~~a todiscount ~~maintain~~of ~~certain~~up ~~ethical, social and environmental practices for our operations and activities, or failure~~ to ~~require~~$ per ~~our~~share ~~suppliers~~from ~~or other third parties to do so; our environmental impact, including our impact on~~ the ~~environment,~~public ~~greenhouse~~offering ~~gas~~price. ~~emissions~~After ~~and climate-related risks, renewable energy, water stewardship and waste management; responsible sourcing in our supply chain;~~ the ~~practices~~initial ofoffering ~~our employees, agents, customers, suppliers, or other third parties (including others in our industry) with respect to any~~ of the ~~foregoing~~shares, ~~actual~~the representatives ormay ~~perceived;~~change the ~~failure~~offering toprice ~~be perceived as appropriately addressing matters of social responsibility; customer perception of statements made by us, our employees~~ and ~~executives,~~the ~~agents, customers, suppliers, or~~ other ~~third~~selling ~~parties~~terms. ~~(including~~The ~~others~~offering ~~in our industry); or our responses to any~~ of the ~~foregoing.~~shares Aby ~~number~~the ofunderwriters ~~our~~is ~~customers~~subject ~~have adopted, or may adopt, procurement policies that include social and environmental responsibility provisions or requirements that their suppliers should comply with, or they may seek~~ to ~~include~~receipt ~~such provisions or requirements in their procurement terms~~ and ~~conditions.~~acceptance Stakeholders also may have very different views on corporate social responsibility, including differing or conflicting views of regulators in various jurisdictions in which we operate. Various regulatory authorities have imposed, and ~~may~~subject ~~continue~~ to ~~impose,~~the ~~mandatory~~underwriters’ ~~substantive~~right ~~or disclosure requirements with respect~~ to ~~corporate~~reject ~~social~~any ~~responsibility~~order ~~matters. These requirements may not always be uniform across jurisdictions and may conflict with legal requirements, particularly~~ in ~~certain~~whole ~~U.S. states that seek to discourage~~ or ~~penalize consideration of corporate social responsibility factors~~ in business operations, which may result in increased complexity, and cost for compliance, as well as could lead to increased litigation risks related to disclosures made pursuant to these regulations and legal requirements, any of which could adversely affect our financial performancepart. ~~Certain investors are also requiring companies to disclose~~

32We have agreed that, for a period of 90 days after the date of this prospectus (the “restricted period”) we will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the SEC a registration statement under the Securities Act relating to, any of our securities that are substantially similar to the shares, including but not limited to any options or warrants to purchase shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into, or publicly

~~Table~~30 ~~of Contents~~

~~corporate~~disclose the intention to enter into, ~~social~~any ~~and~~swap ~~environmental~~or ~~policies~~other agreement that transfers, ~~practices~~in whole or in part, ~~and~~any ~~metrics.~~of Ifthe weeconomic ~~are~~consequences ~~unable~~of toownership ~~comply~~of ~~with~~the shares or any such other securities, whether any such transaction described in clause (i) or ~~are~~(ii) ~~unable~~above is to ~~cause~~be ~~our~~settled ~~suppliers~~by todelivery ~~comply~~of ~~with~~shares or such ~~policies~~other securities, in cash or ~~meet~~otherwise, without the ~~requirements~~prior written consent of ~~our~~at ~~customers~~least ~~and~~two ~~investors~~of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters; provided, ahowever, ~~customer~~that ~~may~~the ~~stop~~restrictions ~~purchasing~~described ~~products~~above ~~from~~shall usnot orapply anto ~~investor~~(A) the ~~may~~offer, ~~sell~~issuance, ~~their~~sale and disposition of the shares in this offering; (B) the issuance of shares pursuant to employee stock option plans existing on, ~~and~~or ~~may~~upon ~~take~~the ~~legal~~conversion ~~action~~or ~~against~~exchange usof convertible or exchangeable securities outstanding as of, ~~which~~the ~~could~~date ~~materially~~of ~~adversely~~this ~~affect~~prospectus; ~~our~~(C) grants ~~reputation~~of stock options, ~~business~~stock awards, ~~financial~~restricted stock, ~~condition~~RSUs, or other equity awards and ~~results~~the issuance of ~~operations.~~the Asshares aor ~~result,~~securities weconvertible ~~may~~into ~~become~~or ~~subject~~exercisable or exchangeable for the shares (whether upon the exercise of stock options or otherwise) to ~~new~~our employees, officers, directors, advisors or ~~more~~consultants ~~stringent~~pursuant ~~regulations~~to the terms of an equity compensation plan described herein; (D) the issuance, ~~legislation~~offer or entry into an agreement providing for the issuance of up to 10% of the total number of shares outstanding immediately following the offering of the shares contemplated by this prospectus in acquisitions or other ~~governmental~~strategic ~~requirements~~transactions, ~~customer~~provided ~~requirements~~that such recipients enter into a lock-up agreement with the underwriters; (E) the filing of any registration statement on Form S-8 relating to securities granted or ~~industry~~to ~~standards~~be granted pursuant to any plan in effect on the date the shares are delivered and/ described in this prospectus or anany ~~increased~~assumed benefit ~~demand~~plan pursuant to ~~meet~~an ~~voluntary~~acquisition ~~criteria~~or similar strategic transaction contemplated by clause (D); or (F) the submission of a confidential registration statement in connection with the exercise of any registration rights described in this prospectus and any preparations related tothereto, provided that such ~~matters.~~submission ~~Increased~~or ~~regulations,~~preparations ~~customer~~do ~~requirements~~not require or ~~industry~~result ~~standards~~in the public filing of a registration statement with the SEC or any other public announcement of such proposed registration by the Company or any third party during the restricted period (and no such filing, ~~including~~public ~~around~~announcement, ~~climate~~or ~~change~~activity ~~concerns~~shall be voluntarily made or taken by the Company or any third party during the restricted period), ~~could~~and ~~subject~~provided usfurther that the Company shall notify the representatives prior to ~~additional~~making ~~costs~~any such submission; and ~~restrictions~~provided, further, that in the case of clauses (B) and ~~require~~(C), uswe toshall ~~make~~(a) cause ~~certain~~each ~~changes~~recipient toof such securities that is a member of our ~~manufacturing~~board ~~practices~~of directors or an executive officer to execute and/ deliver to the representatives, prior to or ~~product~~substantially ~~designs~~concurrently with the issuance of such securities, a lock-up agreement (which, ~~could~~for ~~materially~~the ~~adversely~~avoidance ~~affect~~of doubt, shall not extend the restricted period beyond 90 days after the date of this prospectus) to the extent not already executed and delivered by such recipients as of the date hereof and (b) enter stop transfer instructions with our ~~business,~~transfer ~~financial~~agent and ~~condition~~registrar on such securities with respect to all recipients of such securities, ~~and~~which ~~results~~we agree we will not waive or amend without prior written consent of ~~operations~~at least two of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters.

Our ~~business~~directors, ~~with~~executive ~~various~~officers, ~~governmental~~and ~~entities~~the isSelling ~~concentrated~~Securityholders in(such persons, the “lock-up parties”) have agreed that, for a ~~small~~period ~~number~~of 75 days after the date of ~~primary~~this ~~contracts.~~prospectus ~~The~~(the ~~loss~~“lock-up period”), the lock-up parties may not (and may not cause any of their direct or ~~reduction~~indirect inaffiliates ~~scope~~to), without the prior written consent of ~~our~~at ~~IDIQ~~least ~~contracts~~two ~~could~~of ~~impair~~the ~~our~~representatives ~~ability~~(which tomust ~~attract~~include ~~new~~Goldman ~~business~~Sachs & Co. LLC) on behalf of the underwriters:

We(i) ~~are~~offer, ~~party~~sell, contract to ~~several~~sell, ~~Indefinite~~pledge, ~~Delivery~~grant any option, ~~Indefinite~~right ~~Quantity~~or ~~(“IDIQ”)~~warrant ~~contracts.~~to ~~The~~purchase, ~~IDIQ~~purchase ~~contracts~~any ~~allow~~option ~~the~~or ~~government~~contract to ~~procure~~sell, ~~services~~lend ~~from~~or otherwise ustransfer ~~over~~or adispose ~~fixed~~of ~~period~~any ofshares, ~~time~~or ~~without~~any aoptions ~~predetermined~~or ~~quantity,~~warrants ~~issuing~~to ~~task~~purchase any shares, or ~~delivery~~any ~~orders~~securities asconvertible ~~needed.~~into, Weexchangeable ~~believe~~for or that ~~our~~represent ~~ability~~the right to ~~provide~~receive ~~services~~shares ~~under~~(such ~~these~~shares, ~~contracts~~options, ~~will~~rights, ~~continue~~warrants toor beother securities, ~~important~~collectively, to“Lock-Up ~~our~~Securities”), ~~business~~including ~~because~~without oflimitation ~~the~~any ~~multiple~~such ~~opportunities~~Lock-Up ~~for~~Securities ~~new~~now ~~engagements~~owned ~~each~~or ~~contract~~hereafter ~~provides.~~acquired Ifby ~~one~~a lock-up party, (ii) engage in any hedging or ~~more~~other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, ~~these~~or ~~contracts~~entry ~~were~~into, ~~cancelled~~any put or call option, weor ~~could~~combination thereof, ~~lose~~forward, ~~substantial~~swap ~~revenues~~or ~~and~~any ~~our~~other ~~operating~~derivative ~~results~~transaction ~~could~~or ~~suffer~~instrument, however described or defined) which is designed to or which reasonably could ~~have~~be expected to lead to or result in a ~~material~~sale, ~~adverse~~loan, ~~effect~~pledge onor ~~our~~other ~~business~~disposition (whether by the lock-up party or someone other than the lock-up party), ~~financial~~or ~~condition~~transfer of any of the economic consequences of ownership, ~~and~~in ~~results~~whole or in part, directly or indirectly, of ~~operations.~~any ~~Furthermore~~Lock-Up Securities, wewhether ~~cannot~~any besuch ~~assured~~transaction ~~that~~or ~~our~~arrangement ~~government~~(or ~~clients~~instrument ~~will~~provided ~~continue~~for tothereunder) ~~exercise~~would ~~the~~be ~~options~~settled ~~remaining~~by ondelivery ~~our~~of ~~current~~shares ~~contracts~~or other securities, ~~nor~~in ~~can~~cash weor beotherwise ~~assured~~(any ~~that~~such ~~our~~sale, ~~future~~loan, ~~clients~~pledge or ~~will~~other ~~exercise~~disposition, ~~options~~or ontransfer of economic consequences, a “Transfer”), (iii) make any ~~contracts~~demand wefor ~~may~~or ~~receive~~exercise inany ~~the~~right ~~future.~~with respect to

~~Some~~31 ~~of our contracts with the U.S. government allow it to use technical data developed under the contracts and to disclose technical data to third parties, which could harm our ability to compete.~~

~~Some of our contracts allow~~ the ~~U.S.~~registration ~~government~~of toany ~~use, royalty~~Lock-~~free,~~Up Securities or ~~have~~(iv) otherwise ~~others~~publicly ~~use,~~announce ~~technical~~any ~~data~~intention ~~developed under those contracts on behalf of the government. Some of the contracts allow the federal government~~ to ~~disclose~~engage ~~technical data or computer software developed~~ in ~~the performance of the agreement~~ or ~~delivered~~cause toany ~~the~~action, ~~government~~activity, ~~during the performance of the agreement without constraining the recipient on how that technical data~~ transaction or ~~computer~~arrangement ~~software~~described isin ~~used. The ability of third parties to use technical data or computer software~~ clause (~~for~~i), ~~any purposes~~(ii) ~~and patents for government purposes creates the possibility that the government could attempt to establish alternative suppliers~~ or ~~to negotiate with us to reduce our prices~~(iii) above. The potential that the government may release some of the technical data or computer software without constraint creates the possibility that third parties may be able to use this technical data or computer software to compete with us, which could have a material adverse effect on our business, financial condition, and results of operations.

ANotwithstanding ~~preference~~the ~~for small~~foregoing, ~~small disadvantaged, service~~the lock-~~disabled~~up ~~veteran-owned,~~parties ~~woman-owned~~may: ~~businesses or other preferred socioeconomic designations could impact our ability to be a prime contractor and limit our opportunity to work as a subcontractor on certain governmental procurements.~~

~~As a result of the Small Business Administration~~ (~~“SBA”~~a) ~~set-aside~~transfer ~~program,~~ the ~~federal government may decide to restrict certain procurements only to bidders that qualify as small, small disadvantaged, service~~Lock-~~disabled~~Up veteran-owned, woman-owned businesses or meeting some other socioeconomic designation. We do not qualify as a small, small disadvantaged, service-disabled veteran-owned, woman-owned business or having any other preferred socioeconomic designation. As a result, we would not be eligible to perform as a prime contractor on those programs and in general would be restricted to no more than 49% of the work as a subcontractor on those programs. An increase in the amount of procurements under the SBA set-aside program, or other similar governmental programs, may impact our ability to bid on new procurements as a prime contractor, limit our opportunity to work as a subcontractor or restrict our ability to compete on incumbent work that is placed in the set-aside program. Securities

33(i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes;

~~Table~~(ii) ofupon ~~Contents~~death by will, testamentary document or intestate succession;

If(iii) weif ~~fail~~the lock-up party is a natural person, to ~~establish~~any ~~and~~member ~~maintain~~of ~~important~~the ~~relationships~~lock-up ~~with~~party’s ~~government~~immediate ~~agencies~~family ~~and~~(for ~~prime~~purposes ~~contractors~~of the lock-up agreement, ~~our~~“immediate ~~ability~~family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or to ~~successfully~~any ~~maintain~~trust ~~and~~for ~~develop~~the ~~new~~direct ~~business~~or ~~could~~indirect bebenefit ~~materially~~of ~~adversely~~the ~~affected.~~lock-up party or the immediate family of the lock- up party or, if the lock-up party is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust;

~~Our~~(iv) ~~reputation~~to ~~and~~a ~~relationship with the U.S. government~~partnership, ~~and~~limited inliability ~~particular~~company ~~with~~or ~~the~~other ~~agencies~~entity of ~~the~~which ~~DoD and~~ the ~~U.S.~~lock-up ~~intelligence~~party ~~community, are key factors in maintaining~~ and developing new business opportunities. In addition, we often act as a subcontractor or in “teaming” arrangements in which we and other contractors bid together on particular contracts or programs for the ~~U.S.~~immediate ~~government~~family ~~or government agencies. We expect to continue to depend on relationships with other prime contractors for a portion~~ of ~~our revenue for~~ the ~~foreseeable~~lock-up ~~future.~~party ~~Negative~~are ~~press~~the ~~reports~~legal ~~regarding~~and ~~conflicts~~beneficial ofowner ~~interest, poor contract performance, employee misconduct, information security breaches or other aspects~~ of ~~our~~all ~~business, regardless~~ of ~~accuracy, could harm our reputation. Additionally, as a subcontractor or team member, we often lack control over fulfillment of a contract, and poor performance on~~ the ~~contract~~outstanding ~~could~~equity ~~tarnish~~securities ~~our reputation, even when we perform as required. As a result, we may be unable to successfully maintain our relationships with government agencies~~ or ~~prime~~similar ~~contractors, and any failure to do so could materially adversely affect our ability to maintain our existing business and compete successfully for new business.~~ interests;

We(v) ~~have~~to ~~classified~~a ~~contracts~~nominee ~~with~~or ~~the~~custodian ~~U.S.~~of ~~government,~~a ~~which~~person ~~may~~or ~~limit~~entity ~~investor~~to ~~insight~~whom ~~into~~a ~~portions~~disposition ofor ~~our~~transfer ~~business.~~would be permissible under clauses (a)(i) through (iv) above;

We(vi) ~~derive~~if athe ~~portion~~lock-up ofparty ~~our~~is ~~revenues~~a ~~from~~corporation, ~~programs~~partnership, ~~with~~limited ~~the~~liability ~~U.S.~~company, ~~government~~trust ~~and~~or ~~its~~other ~~agencies~~business ~~that~~entity, ~~are~~(A) ~~subject~~ to ~~security~~another ~~restrictions (e.g.~~corporation, ~~contracts involving classified information and classified programs)~~partnership, ~~which~~limited ~~preclude~~liability ~~the~~company ~~dissemination~~or ofother ~~information~~business ~~and~~entity ~~technology~~ that is ~~classified~~an ~~for~~affiliate ~~national~~(as ~~security~~defined ~~purposes~~in ~~under~~Rule ~~applicable~~405 ~~law~~under ~~and~~the ~~regulation.~~Securities InAct ~~general~~of 1933, ~~access~~as toamended) ~~classified~~of ~~information,~~the ~~technology,~~lock-up ~~facilities~~party, or ~~programs requires appropriate personnel security clearances, is subject~~ to ~~additional~~any ~~contract~~investment ~~oversight~~fund ~~and~~or ~~potential~~other ~~liability,~~entity ~~and~~which ~~also~~fund ~~requires~~or ~~appropriate~~entity ~~facility~~is ~~security~~controlled ~~clearances~~or ~~and~~managed ~~other~~by ~~specialized~~the ~~infrastructure.~~lock-up Inparty ~~the~~or ~~event~~affiliates of athe ~~security~~lock-up ~~incident involving classified information~~party, ~~technology,~~or ~~facilities,~~(B) ~~programs,~~as orpart ~~personnel~~of ~~holding~~a ~~clearances,~~distribution weby ~~may~~the belock-up ~~subject~~party to ~~legal,~~its ~~financial~~stockholders, ~~operational,~~current ~~and~~or ~~reputational~~former ~~harm.~~partners, Wemembers ~~are~~or ~~limited~~other inequityholders ~~our~~or ~~ability~~ to ~~provide~~the ~~information~~estate ~~about~~of ~~these classified programs, their risks or~~ any ~~disputes or claims relating to~~ such ~~programs.~~stockholders, ~~As a result~~partners, ~~investors~~members ~~have less insight into our classified business~~ or ~~our business overall. However, historically the business risks associated with our work on classified programs have not differed materially from those of our~~ other ~~government contracts.~~ equityholders;

~~U.S.~~(vii) ~~government~~by ~~contracts~~operation ~~are~~of ~~generally not fully funded at inception~~law, ~~contain~~such ~~certain~~as ~~provisions~~pursuant ~~that may be unfavorable~~ to usa ~~and~~qualified ~~may~~domestic beorder, ~~undefinitized~~divorce ~~at the time of the start of performance~~settlement, ~~which~~divorce ~~could~~decree ~~prevent~~or usseparation ~~from~~agreement ~~realizing~~or ~~our~~other ~~backlog~~order ~~and~~of ~~materially~~a ~~harm~~court ~~our~~or ~~business,~~regulatory ~~financial condition, and results of operations.~~ authority;

~~U.S.~~(viii) ~~government contracts typically involve long lead times for design and development and are subject~~ to ~~significant~~us ~~changes~~from inan ~~contract~~employee ~~scheduling.~~upon ~~Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently~~death, ~~programs~~disability ~~are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations. The termination~~ or reduction of funding for a government program would result in a loss of anticipated future revenue attributable to that program. The actual receipt of revenue on awards included in backlog may never occur or may change because a program schedule could change or the program could be canceled, or a contract could be reduced, modified, or terminated early. In addition, U.S. government contracts generally contain provisions permitting termination, ~~in whole or in part, at the government’s convenience or for contractor default. Since a substantial majority~~ of ~~our revenue is dependent on the procurement~~employment, performance. and payment under our U.S. government contracts, the termination of one or more critical government contracts could have a material adverse effect on our business, financial condition, and results of operations. Termination arising out of our default could result in ~~damage~~each ~~to our reputation~~case, ~~expose us to liability and have a material adverse effect on our ability to re-compete for future contracts and orders. Moreover, several~~ of our contracts with the U.S. government do not contain a limitation of liability provision, creating a risk of responsibility for indirect, incidental damages and consequential damages. These provisions could cause substantial liability for us, especially given the use to which our products may be put. Furthermore, we may in the future operate from time to time under undefinitized contract actions (“UCA”s), under which we may begin performance at the direction of the U.S. government prior to completing contract negotiations regarding pricing, specifications, and other terms. Under a UCA, the U.S. government has the ability to unilaterally definitize contracts and, absent a successful appeal of such ~~action, the unilateral definitization of the contract would obligate us to perform under~~ employee;

34(ix) if the lock-up party is not an officer or director of the Company or a stockholder holding 10% or more of the Company’s Common Stock, in connection with a sale or transfer of the lock-up party’s shares of Common Stock acquired in open market transactions after the closing date of this offering;

~~Table~~(x) to us in connection with the vesting, settlement or exercise of ~~Contents~~restricted stock units, options, warrants or other rights to purchase shares (including, in each case, by way of “net” or “cashless” exercise) that are scheduled to expire or automatically vest during the lock-up period, including any transfer to us for the payment of tax withholdings or remittance payments due as a result of the vesting, settlement or exercise of such restricted stock units, options, warrants or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described in the registration statement, the preliminary prospectus relating to the shares included in the registration statement immediately prior to the time the underwriting agreement is executed and the prospectus, provided that any securities received upon such vesting, settlement, exercise or conversion shall be subject to the terms of the lock-up agreement;

~~terms~~(xi) ~~and~~in ~~conditions~~“sell ~~imposed~~to bycover” ~~the~~or ~~U.S.~~similar ~~government.~~open ~~Such~~market ~~unilaterally~~transactions ~~imposed~~during ~~contract~~the ~~terms~~lock-up ~~could~~period ~~include~~to ~~less~~satisfy ~~favorable~~any ~~pricing~~exercise ~~and/~~price or ~~terms~~tax ~~and~~withholding ~~conditions~~obligations ~~more~~as ~~burdensome~~a ~~than~~result ~~those~~of ~~negotiated~~the ~~in other circumstances~~exercise, ~~which~~vesting ~~could~~and/or ~~negatively~~settlement ~~affect~~of ~~our~~equity ~~expected~~awards ~~profitability~~(including ~~under~~options ~~such contract~~ and ~~could~~restricted ~~materially~~stock ~~adversely~~units) ~~affect~~held ~~our~~by ~~business,~~the ~~financial~~lock-up ~~condition,~~party and ~~results~~issued ofpursuant ~~operations.~~to a

~~Failure~~32 to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay, or suspension of our ability to provide our products and services and could result in loss of current and future business with the U.S. government.

~~Certain~~plan ~~contracts~~or ~~with~~arrangement ~~the~~described ~~U.S.~~in ~~government~~this ~~may~~prospectus, ~~require~~provided ~~us to be issued facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires~~ that ~~a corporation maintaining a facility security clearance be effectively insulated from foreign ownership~~, ~~control,~~any orsuch ~~influence~~shares ~~(“FOCI”).~~retained ~~Failure~~by ~~to maintain an agreement with~~ the ~~DoD~~lock-up ~~regarding~~party ~~the~~after ~~appropriate~~giving ~~FOCI~~effect ~~mitigation~~to ~~arrangement~~this ~~could~~provision ~~result~~shall ~~in invalidation or termination of the facility security clearances, which in turn would mean that we would not~~ be ~~able~~subject to ~~enter into future contracts with~~ the ~~U.S.~~terms ~~government requiring facility security clearances, and which may result in the loss~~ of ~~our ability to complete existing contracts with~~ the ~~U.S.~~lock-up ~~government.~~ agreement;

~~Our~~(xii) ~~cash~~in ~~flow~~connection ~~and~~with ~~profitability~~the ~~could~~conversion, beexchange ~~reduced~~or ifreclassification ~~expenditures~~of ~~are~~any ~~incurred~~of ~~prior~~our tooutstanding securities into shares, or any conversion, exchange or reclassification of the ~~final~~shares, ~~receipt~~provided that any such shares received upon such conversion, exchange or reclassification shall be subject to the terms of athe ~~contract.~~lock-up agreement;

~~From~~(xiii) ~~time~~pursuant to ~~time,~~a inplan ~~order to ensure~~ that wecomplies ~~satisfy~~with ~~our~~Rule ~~customers’~~10b5-1 ~~delivery~~under ~~requirements and schedules, we may elect to initiate procurement and production in advance of receiving a contract award, or final authorization from~~ the ~~government~~Exchange ~~customer~~Act ~~or a prime contractor. In addition, from time to time, we may build production units in advance of receiving an anticipated contract award. These actions~~ that wehas ~~may~~been ~~take~~entered tointo ~~procure~~prior materials and/or commence production in advance of contract award require use of our working capital resources which impact our near-term operating cash flows. If we do not receive final authorization for a contract, or if contract requirements change, we may be unable to ~~efficiently~~the ~~repurpose~~date ~~or resell some or all~~ of the ~~materials~~lock-up procured or items produced in anticipation of such contract. These actions could also reduce anticipated earnings or result in a loss, materially adversely affecting our business, financial condition, and results of operations. agreement;

We(xiv) ~~may~~to ~~experience difficulties or disruptions in consummating future acquisitions and integrating~~ the ~~operations~~underwriters ofpursuant ~~acquired~~to ~~companies into our business, or entering into any partnerships or joint ventures, and in realizing~~ the ~~expected~~underwriting ~~benefits~~agreement; ~~of these transactions.~~ and

We(xv) ~~may~~with ~~from time to time enter into transactions to acquire other businesses which are complementary to or expand our existing offerings, as we did when we acquired~~ the ~~Spaceflight~~prior ~~business.~~written ~~Acquisitions~~consent ~~involve numerous risks, any~~ of ~~which~~at ~~could~~least ~~harm~~two ~~our business and negatively affect our financial condition and results~~ of ~~operations. As a public company, we are subject to~~ the ~~reporting~~representatives requirements of the Exchange Act and certain acquisitions, including acquisition opportunities we are currently considering, may be “significant” under Regulation S-X, requiring us to compile and file additional historical and/or pro forma financial information in connection with such acquisitions. In addition, the rules of Nasdaq will limit our ability to issue equity securities as consideration in acquisition transactions without seeking shareholder approval. Any of these requirements could impair or delay our ability to negotiate, sign, and execute potentially desirable transactions and any disputes or litigation (which ~~may~~must ~~result~~include ~~from~~Goldman ~~such~~Sachs ~~transactions~~& ~~could be costly and time consuming~~Co. InLLC) ~~addition,~~on webehalf ~~may make acquisitions that are dilutive to our existing stockholders for a variety~~ of ~~reasons, including because we may use equity for all or a portion of~~ the ~~consideration we pay for these acquisitions (including acquisition opportunities we are currently considering).~~ underwriters,

~~The~~provided ~~success~~that (A) in the case of ~~our~~clauses ~~acquisitions~~(a)(i), ~~once~~(ii), ~~consummated~~(iii), ~~will~~(iv), ~~depend~~(v), in(vi) ~~part~~and (xii) above, onsuch ~~our~~transfer ~~ability~~or todistribution ~~realize~~shall not involve a disposition for value, (B) in the ~~anticipated~~case ~~business~~of ~~opportunities~~clauses ~~from~~(a)(i), ~~combining~~(ii), ~~their~~(iii), (iv), (v), (vi) and ~~our~~(vii) above, ~~operations~~it inshall anbe ~~efficient~~a ~~and~~condition ~~effective~~to ~~manner.~~the ~~These~~transfer ~~integration~~or ~~processes~~distribution ~~could~~that ~~take~~the donee, ~~longer~~devisee, ~~than~~transferee ~~anticipated~~or distributee, as the case may be, shall sign and ~~could~~deliver ~~result~~a lock-up agreement in the ~~loss~~form of ~~key~~the ~~employees~~lock-up agreement, (C) in the ~~disruption~~case of clauses ~~each~~(a) ~~company’s~~(ii), ~~ongoing~~(iii), ~~businesses~~(iv), ~~tax~~(v) ~~costs~~and (vi) above, no filing by any party (including, without limitation, any donor, donee, devisee, transferor, transferee, distributor or ~~inefficiencies~~distributee) under Section 16(a) of the Exchange Act, ~~write~~or other public filing, report or announcement reporting a reduction in beneficial ownership of Lock-~~offs~~Up Securities shall be required or ~~impairments,~~shall be voluntarily made in connection with such transfer or ~~inconsistencies~~distribution, and (D) in ~~standards~~the case of clauses (a)(i), ~~controls~~(vii), ~~information~~(viii), ~~technology~~(ix), ~~systems~~(x), ~~procedures~~(xi), (xii) and ~~policies~~(xiii) above, ~~any~~no offiling ~~which~~under ~~could~~the ~~adversely~~Exchange ~~affect~~Act ~~our~~or ~~ability~~other topublic ~~maintain~~filing, ~~relationships~~report ~~with~~or ~~customers~~announcement shall be voluntarily made, ~~employees~~and if any such filing, report or announcement ~~other~~shall ~~third~~be ~~parties~~legally required during the lock-up period, such filing, report or ~~our~~announcement ~~ability~~shall toclearly ~~achieve~~indicate in the ~~anticipated~~footnotes ~~benefits~~thereto (A) the circumstances of ~~the~~such ~~acquisitions,~~transfer or distribution and ~~could~~(B) in ~~harm~~the ~~our~~case ~~financial~~of ~~performance.~~a Wetransfer or ~~may~~distribution ~~also~~pursuant ~~evaluate~~to ~~potential~~clauses ~~partnerships~~(a)(i) or ~~joint~~(vii) above, ~~ventures~~that ~~with~~the ~~third~~donee, ~~parties.~~devisee, Wetransferee ~~may~~or ~~not~~distributee has agreed to be ~~successful~~bound by a lock-up agreement in ~~identifying~~the form of the lock-up agreement;

35(b) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or other disposition of the lock-up party’s Lock-Up Securities, if then permitted by us, provided that none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the lock-up period and no public announcement, report or filing under the Exchange Act, or any other public filing, report or announcement, shall be voluntarily made regarding the establishment of such plan during the lock-up period, and if such filing, report or announcement shall be legally required during the lock-up period, such filing, report or announcement shall clearly indicate that none of the securities subject to such plan may be transferred, sold or otherwise disposed of pursuant to such plan until after the expiration of the lock-up period;

~~Table~~(c) transfer the lock-up party’s Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by our board and made to all holders of ~~Contents~~our capital stock involving a change of control; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the lock-up party’s Lock-Up Securities shall remain subject to the provisions of the lock-up agreement; and

~~partnership~~(d) ~~and~~to ~~joint~~the ~~venture~~extent ~~candidates,~~the ~~and~~lock-up ~~any~~party ~~partnerships~~has demand and/or ~~joint~~piggyback ~~ventures~~registration ~~may~~rights ~~not~~under beany ~~successful,~~registration ~~may~~rights ~~reduce~~agreement ~~our~~described ~~cash~~in ~~reserves~~this prospectus, ~~may~~the ~~negatively~~lock-up ~~affect~~party ~~our~~may ~~earnings~~notify ~~and~~the ~~financial~~Company ~~performance~~privately ~~and,~~that to the ~~extent~~lock-up ~~financed~~party ~~with~~is ~~the~~or ~~proceeds~~will ofbe ~~debt~~exercising his, ~~may~~her ~~increase~~or ~~our~~its ~~indebtedness.~~demand ~~Pursuing~~and/or ~~acquisitions,~~piggyback ~~partnerships~~registration ~~and~~rights ~~joint~~under ~~ventures~~any ~~may~~such ~~divert~~registration ~~management’s~~rights ~~time~~agreement ~~and~~following ~~resources~~the ~~from~~expiration ~~our~~of ~~core~~the ~~business~~lock-up period and ~~disrupt~~undertake ~~our~~preparations ~~operations~~related thereto; provided that the foregoing notification and/or ~~may~~preparations do not request, require or result in ~~conflicts~~the ~~with~~public ~~our~~filing ~~business.~~of Wea ~~cannot~~registration ~~ensure~~statement ~~that~~with the SEC or any ~~acquisition,~~other ~~partnership,~~public orannouncement ~~joint~~of ~~venture~~such weproposed ~~make~~registration orby ~~enter~~the ~~into~~undersigned, ~~will~~the ~~not~~Company ~~have~~or aany ~~material~~third ~~adverse~~party ~~effect~~during onthe ~~our~~lock-up ~~business,~~period ~~financial~~(and ~~condition~~no such filing, ~~and~~public ~~results~~announcement ofor ~~operations.~~activity shall be voluntarily made or taken by

We33 ~~may not realize the potential benefits and synergies sought with our recent acquisition of SciTec.~~

Onthe ~~October 31~~undersigned, ~~2025,~~ the Company ~~completed~~or ~~its~~any ~~acquisition~~third ofparty ~~SciTec.~~during ~~The success of~~ the ~~acquisition,~~lock-up ~~including~~period); ~~anticipated~~provided ~~benefits~~further ~~and synergies, depends in part on our ability to successfully integrate SciTec’s business. We believe~~ that ~~there~~the ~~are~~Company ~~significant~~shall ~~benefits~~notify ~~and synergies that may be realized, including allowing for~~ the ~~advancement~~representatives ofupon ~~Firefly’s~~receipt comprehensive space services by adding mission-proven defense software analytics, remote sensing, and multi-phenomenology data expertise. However, we may fail to realize these benefits and synergies for a variety of ~~reasons,~~such ~~including:~~ notice.

•Our ~~potential~~Common ~~incompatibility~~Stock oris ~~difficulties~~listed ~~integrating~~on ~~and~~Nasdaq ~~harmonizing~~under ~~technologies,~~the ~~including~~symbol ~~financial reporting systems;~~“FLY.”

•In ~~costs~~connection with the offering, the underwriters may purchase and sell shares of ~~integrating~~Common ~~exceeding~~Stock ~~original~~in ~~estimates;~~the open market. These transactions may include short sales, stabilizing transactions, and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Common Stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for, or purchases of Common Stock made by the underwriters in the open market prior to the completion of the offering.

•The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the ~~loss~~underwriters a portion of ~~key~~the underwriting ~~employees;~~discount ~~and~~received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

•Purchases ~~failure~~ to ~~combine~~cover ~~SciTec’s~~a ~~core~~short ~~capabilities~~position ~~into~~and ~~Firefly~~stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s ~~products~~stock, ~~efficiently~~and together with the imposition of the penalty bid, may stabilize, maintain, or otherwise affect the market price of the Common Stock. As a result, the price of the Common Stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and ~~effectively~~may end any of these activities at any time. These transactions may be effected on the Nasdaq, in the over-the-counter market or otherwise.

~~Further,~~The ~~our~~Company ~~integration efforts could disrupt both companies’ existing operations~~ and ~~also~~the ~~divert~~Selling ~~management~~Securityholders ~~attention~~estimate ~~and~~that ~~resources. If~~their weshare ~~experience~~of ~~difficulties with~~ the ~~integration~~total ~~process,~~expenses ~~the anticipated benefits~~ of the ~~acquisition~~offering, ~~including~~excluding ~~anticipated~~underwriting ~~sales~~ discounts and ~~growth opportunities~~commissions, ~~may~~will ~~not~~ be ~~realized~~approximately ~~fully,~~$1.0 million. orThe atCompany ~~all,~~will ~~and~~pay ~~may~~all ~~take~~such ~~longer~~expenses. toThe ~~realize~~Company ~~than~~also ~~expected.~~agreed ~~Failure~~ to ~~achieve~~reimburse the ~~anticipated~~underwriters ~~benefits~~for ofcertain ~~the~~Financial ~~acquisition~~Industry ~~could~~Regulatory ~~adversely~~Authority ~~affect~~(“FINRA”)-related ~~our~~expenses incurred ~~results~~by ofthem ~~operations,~~in ~~financial~~connection ~~condition~~with ~~and~~the ~~cash~~offering ~~flows,~~in ~~decrease~~an oramount ~~delay~~up ~~the~~to ~~accretive~~$30 thousand. ~~effect~~The ofunderwriters ~~the~~have ~~acquisition~~agreed ~~and~~to ~~negatively~~reimburse ~~impact~~certain of the ~~price~~Company’s ofexpenses ~~our~~in ~~Common~~connection ~~Stock~~with the offering.

~~When~~The weCompany ~~enter~~and ~~into~~the ~~fixed-price~~Selling ~~contracts~~Securityholders ~~with~~have ~~some~~agreed ofto ~~our~~indemnify ~~customers,~~the weseveral ~~take~~underwriters ~~the~~against ~~risk~~certain ofliabilities, ~~cost~~including liabilities ~~overruns~~under the Securities Act.

WeThe ~~also~~underwriters ~~have~~and ~~entered~~their ~~into~~respective ~~multi-year,~~affiliates ~~fixed-price~~are ~~contracts~~full ~~with~~service ~~some~~financial ofinstitutions ~~our~~engaged ~~customers~~in various activities, ~~pursuant to~~ which wemay ~~have~~include ~~agreed~~sales toand ~~perform~~trading, ~~the~~commercial ~~work~~and ~~for~~investment ~~a fixed price and~~banking, ~~accordingly~~advisory, ~~realize~~investment ~~all~~management, ofinvestment ~~the~~research, ~~profit~~principal orinvestment, ~~loss~~hedging, ~~resulting~~market-making, ~~from~~brokerage, ~~variations~~and inother ~~the~~financial ~~costs~~and ofnon-financial ~~performing~~activities ~~the~~and ~~contract~~services. ToCertain of the ~~extent~~underwriters weand ~~incur~~their ~~unanticipated~~respective ~~cost~~affiliates ~~overruns~~have ~~on a fixed-price contract~~provided, ~~our~~and ~~profitability~~may ~~would be adversely affected. This risk is greater~~ in athe ~~high~~future ~~inflationary environment. Sometimes~~provide, ~~we accept~~ a ~~fixed-price~~variety ~~contract~~of ~~for~~these aservices ~~product~~to ~~that~~the weCompany ~~have~~and ~~not~~to ~~yet~~persons ~~produced~~and orentities with ~~that~~relationships ~~otherwise~~with ~~involves~~the ~~development work~~Company, ~~and~~for ~~this~~which ~~increases~~they ~~the~~received ~~risk of cost overruns~~ or ~~delays~~will inreceive ~~the~~customary ~~completion~~fees ~~of the design~~ and ~~manufacturing~~expenses. ofIn ~~the product~~particular, ~~given~~an ~~that~~affiliate ~~development~~of ~~work~~Goldman isSachs ~~inherently~~& ~~more~~Co. ~~uncertain~~LLC asis toa ~~future~~lender ~~events~~under ~~than~~the ~~non-development~~Company’s ~~contracts.~~credit ~~Further,~~agreement ~~certain~~and ofis ~~our~~expected ~~contracts do not permit us~~ to ~~recover~~receive customary ~~increases~~fees in ~~raw~~connection ~~material prices, taxes, or labor costs, which could further decrease our profitability with respect to such contracts~~therewith.

~~Our~~34 ~~operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production.~~

~~Our~~In ~~operations~~the ~~and~~ordinary ~~those~~course of ~~our~~their ~~customers~~various ~~and~~business ~~suppliers~~activities, ~~have~~the ~~been~~underwriters and ~~may~~their respective ~~again~~affiliates, beofficers, ~~subject~~directors toand ~~natural~~employees ~~disasters,~~may ~~climate change-related events~~purchase, ~~pandemics,~~sell or ~~other~~hold ~~business~~a ~~disruptions,~~broad ~~which~~array ~~could~~of ~~seriously~~investments ~~harm~~and ~~our~~actively ~~results~~trade ofsecurities, ~~operations~~derivatives, ~~and~~loans, ~~increase~~commodities, ~~our~~currencies, ~~costs~~credit ~~and~~default ~~expenses.~~swaps, ~~Our~~and ~~manufacturing~~other ~~facilities~~financial ~~are~~instruments ~~located~~for their inown ~~regions~~account ~~that~~and ~~may~~for bethe ~~impacted~~accounts byof ~~severe~~their ~~weather events~~customers, and such asinvestment ~~increased~~and ~~storm~~trading ~~frequency~~activities ormay ~~severity~~involve ~~and~~or ~~fires~~relate into ~~hotter~~assets, securities, and/or ~~drier~~instruments ~~climates.~~of ~~These~~the ~~could~~Company ~~result~~(directly, inas ~~potential~~collateral ~~damage~~securing toother ~~our~~obligations ~~physical~~or ~~assets~~otherwise) and/or aspersons ~~well~~and asentities ~~disruptions~~with inrelationships ~~manufacturing~~with ~~activities~~the Company. ~~Our~~The ~~manufacturing~~underwriters ~~facilities~~and ~~are~~their ~~located~~respective inaffiliates ~~areas~~may ~~that~~also ~~may~~communicate beindependent atinvestment ~~risk~~recommendations, ~~due~~market tocolor ~~rising~~or ~~sea~~trading ~~levels.~~ideas ~~Moreover,~~and/or ~~our~~publish ~~manufacturing~~or ~~facilities~~express ~~are~~independent research ~~located~~views in ~~areas~~respect ~~that~~of ~~could~~such ~~experience~~assets, ~~decreased~~securities ~~access~~or toinstruments ~~water~~and ~~due~~may toat ~~climate~~any ~~issues.~~time Wehold, ~~are~~or ~~also~~recommend ~~vulnerable~~ to ~~damage~~clients ~~from~~that ~~other~~they ~~types~~should ~~of disasters~~acquire, ~~including~~long ~~power~~and/or ~~loss,~~short ~~fire,~~positions ~~explosions~~in such assets, ~~floods~~securities, and instruments.

36Selling Restrictions

~~Table~~European ofEconomic ~~Contents~~Area

~~communications~~In ~~failures,~~relation ~~terrorist~~to ~~attacks~~each Member State of the European Economic Area (each a “Member State”), ~~and~~no ~~similar~~common ~~events.~~shares ~~Disruptions~~(the ~~could~~“Shares”) have ~~also~~been ~~occur~~offered ~~due~~or will be offered pursuant to ~~health-related~~the ~~outbreaks~~offering ~~and~~to ~~crises,~~the ~~cyberattacks,~~public ~~computer~~in orthat ~~equipment~~Member ~~malfunction~~State ~~(accidental~~prior orto ~~intentional),~~the ~~operator~~publication ~~error,~~of ora ~~process~~prospectus ~~failures.~~in ~~Should~~relation ~~insurance~~to orthe ~~other~~Shares ~~risk~~which ~~transfer~~has ~~mechanisms,~~been ~~such~~approved asby ~~our~~the ~~existing~~competent ~~disaster~~authority ~~recovery~~in ~~and~~that ~~business~~Member ~~continuity~~State ~~plans~~or, bewhere appropriate, ~~insufficient~~approved in another Member State and notified to ~~recover~~the ~~all~~competent ~~costs,~~authority wein ~~could~~that ~~experience~~Member aState, ~~material~~all ~~adverse~~in ~~effect~~accordance onwith ~~our~~the ~~business~~Prospectus Regulation), ~~results~~except that offers of ~~operations,~~Shares ~~prospects,~~may ~~and~~be ~~financial~~made ~~condition.~~to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

~~Our~~(a) ~~leases may be terminated, or we may be unable~~ to ~~renew~~any ~~our~~legal ~~leases~~entity onwhich ~~acceptable~~is ~~terms~~a ~~and~~qualified ifinvestor weas ~~wish~~defined tounder ~~relocate,~~the weProspectus ~~may incur additional costs if we terminate a lease.~~ Regulation;

We(b) ~~have made significant capital expenditures~~ to ~~improve~~fewer ~~our~~than ~~leased~~150 ~~facilities~~natural to make them suitable for our purposes as well as to meet requirements that we are subject to as a U.S. government contractor and obtain facility security clearances. However, at the end of the lease term and during any renewal period for a facility, we may be unable to renew the lease without substantial additional cost, if at all. If we are unable to renew our facility leases, we may close or ~~relocate~~legal apersons ~~facility, which could subject us to construction and~~ (other ~~costs~~than ~~and~~qualified ~~risks,~~investors which in turn could have a material adverse effect on our business, financial condition, and results of operations, including significant capital expenses that may materially impact our results of operations and ability to meet certain contractual schedule commitments. Additionally, we may have to seek qualification of any new facilities to meet customer or contractual requirements. We would also have to obtain facility security clearances for the new facility to continue to perform on classified contracts. Further, we may not be able to secure a replacement facility in a location that is as ~~commercially~~defined ~~viable~~under ~~as that of~~ the ~~lease~~Prospectus ~~we are unable to renew~~Regulation), ~~due~~subject to ~~contracts~~obtaining ~~that may require us to have facilities in certain locations. Having to close a facility, even briefly to relocate, would reduce~~ the ~~sales~~prior ~~that~~consent ~~such facility would be able to contribute to our revenues. Additionally, a relocated facility may generate less revenue and profit, if any, than the facility it was established to replace. Certain~~ of our facilities are located on leased premises subject to non-cancellable leases. Typically, our leases have initial terms ranging from five to 25 years, with options to renew for specified periods of time. We believe that our future leases will likely also be long-term and non-cancellable and have similar renewal options. If we close or stop fully utilizing a facility, we will most likely remain obligated to perform under the ~~applicable~~underwriters ~~lease, which would include, among other things, making the base rent payments, and paying insurance, taxes, and other expenses on the leased property~~ for ~~the~~any ~~remainder~~such ofoffer; ~~the lease term. Our inability to terminate a lease when we stop fully utilizing a facility could materially adversely impact our business, financial condition, and results of operations.~~ or

We(c) ~~currently~~in ~~have,~~any ~~and~~other ~~will~~circumstances ~~continue~~falling towithin ~~have,~~Article ~~significant~~1(4) ~~lease~~of ~~obligations,~~the ~~and~~Prospectus ~~our failure to meet those obligations could adversely affect our financial condition and business.~~ Regulation,

Weprovided ~~currently~~that ~~have,~~no ~~and~~such ~~will~~offer ~~continue~~of toShares ~~have,~~shall ~~significant~~require ~~lease~~the ~~obligations~~Issuer ~~for~~or ~~properties,~~any ~~vehicles~~underwriter ~~and~~to ~~equipment.~~publish Wea ~~depend~~prospectus onpursuant ~~cash~~to ~~flow~~Article ~~from~~3 ~~operations~~of the Prospectus Regulation or supplement a prospectus pursuant to ~~pay~~Article ~~our~~23 ~~lease~~of ~~expenses~~the Prospectus Regulation.

IfFor ~~our~~the ~~business~~purposes ~~does~~of ~~not~~this ~~generate~~provision, ~~sufficient~~the ~~cash~~expression ~~flow~~an “offer ~~from operating activities~~ to ~~fund~~the ~~these~~public” ~~expenses,~~in werelation ~~may~~to ~~not~~any beShares ~~able~~in toany ~~meet~~Member ~~our~~State ~~lease~~means ~~obligations,~~the ~~which~~communication ~~could~~in ~~have~~any aform ~~material~~and ~~adverse~~by ~~effect~~any onmeans ~~our~~of ~~financial~~sufficient ~~condition~~information ~~and~~on ~~business.~~the ~~Furthermore,~~terms of the ~~significant~~offer ~~cash~~and ~~flow~~any ~~required~~Shares to ~~satisfy~~be ~~our~~offered ~~financial~~so ~~obligations~~as ~~under~~to ~~the~~enable ~~leases~~an ~~could~~investor ~~limit~~to decide ~~our~~to ~~ability~~purchase toor ~~incur~~subscribe ~~indebtedness~~for ~~and~~any ~~make~~Shares, ~~capital~~and ~~expenditures~~the orexpression ~~other~~“Prospectus ~~investments~~Regulation” inmeans ~~our~~Regulation ~~business~~(EU) 2017/1129.

~~Certain~~United future operational facilities may require significant expenditures in capital improvements and operating expenses to develop and foster basic levels of service needed for our operations, and the ongoing need to maintain existing operational facilities requires us to expend capital. Kingdom

AsThis ~~part~~prospectus ofhas ~~our~~been ~~growth~~prepared ~~strategy,~~on wethe ~~may~~basis ~~need~~that tothe ~~acquire,~~offering ~~build,~~of orthe ~~utilize~~shares ~~additional~~falls ~~facilities.~~within ~~Construction~~one of ~~incremental~~the ~~factories~~exceptions ~~and~~specified ~~launch pads or other facilities~~ in ~~which~~Part we1 of ~~conduct~~Schedule ~~our~~1 ~~operations~~of ~~may~~the ~~require~~Public ~~significant~~Offers ~~capital expenditures to develop,~~ and inAdmissions ~~the future, we may be required~~ to ~~make~~Trading ~~similar~~Regulations ~~expenditures~~2024 ~~to expand, improve or construct adequate facilities for our operations. If we cannot access~~ (the ~~capital~~“POATRs”) weand ~~need,~~accordingly wethere ~~may~~will not be ~~able~~a toprospectus ~~execute~~prepared ~~on our growth strategy, take advantage of future opportunities~~ or ~~respond~~published tofor ~~competitive pressures. If~~ the ~~costs~~purposes of ~~funding~~the ~~new~~POATRs. ~~launch~~This ~~sites~~prospectus ordoes ~~other~~not ~~locations~~constitute ora prospectus ~~renovations~~for ~~or enhancements at existing launch sites or other locations exceed budgeted amounts or~~ the ~~time~~purposes ~~for building or renovation is longer than anticipated, our business, financial condition, and results~~ of ~~operations~~the ~~could be materially adversely affected~~POATRs.

37Each underwriter has represented and agreed that it has not made and will not make an offer of shares which are the subject of this prospectus to the public in the United Kingdom except that it may make an offer:

~~Table~~(a) at any time to any legal entity which is a qualified investor as defined in paragraph 15 of ~~Contents~~Schedule 1 to the POATRs;

~~Our~~(b) ~~future~~at ~~revenue~~any ~~and~~time ~~operating~~to ~~results~~fewer ~~are~~than ~~dependent~~150 onpersons ~~our~~(other ~~ability~~than toqualified ~~generate~~investors aas ~~sustainable~~defined ~~order~~in ~~rate~~paragraph ~~for~~15 ~~our~~of ~~products~~Schedule ~~and~~1 ~~services~~to ~~and~~the ~~develop~~POATRs) ~~new~~in ~~technologies~~the United Kingdom subject to ~~meet~~obtaining the ~~needs~~prior consent of ~~our~~the ~~customers~~relevant Manager or ~~potential~~Managers ~~new~~nominated ~~customers.~~by the Issuer for any such offer; or

~~The~~35 ability to generate a sustainable order rate for our products and services can be challenging and may fluctuate on an annual basis as the number of contracts awarded varies. If we are unable to win new awards or execute existing contracts as expected, our business, financial condition, and results of operations could be further adversely affected. Furthermore, if our customers experience delays or technical challenges with their products or services or exercise delay or termination rights under new or existing contracts, our ability to recognize the full potential value of such contracts could also adversely affect our business, financial condition, and results of operations.

~~The~~(c) ~~cyclical~~at ~~nature~~any oftime ~~the launch services and spacecraft solutions and services markets could negatively impact our ability to accurately forecast customer demand. The markets that we serve may not grow~~ in ~~the~~any ~~future~~other ~~and~~circumstances wefalling ~~may~~within ~~not~~Part be1 ~~able to maintain adequate gross margins or profits in these markets. Our growth is dependent on the growth in the sales~~ of ~~services~~Schedule ~~provided~~1 ~~by our customers, our customers’ ability~~ to ~~anticipate market trends, and our ability to anticipate changes in~~ the ~~businesses of our customers and to successfully identify and enter new markets~~POATRs. If we fail to anticipate such changes in demand, or such demand does not materialize to the extent we expected or at all, our business, financial condition, and results of operations could be adversely affected.

~~The~~For ~~launch~~the ~~services~~purposes ~~and~~of ~~spacecraft~~this ~~solutions~~provision, ~~and~~the ~~services~~expression ~~industries~~an ~~are~~offer ~~each characterized by development~~ of ~~technologies~~securities to ~~meet~~the ~~changing~~public ~~customer~~in ~~demand~~relation ~~for~~to ~~complex~~any ~~and~~shares ~~reliable~~means the ~~products~~communication ~~and~~in ~~services.~~any ~~Our~~form ~~products~~ and ~~services~~by ~~embody~~any ~~complex~~means ~~technology~~of ~~and~~sufficient ~~may~~information ~~not~~on ~~always~~the beterms ~~compatible~~of ~~with~~the ~~current~~offer and ~~evolving~~the ~~technical~~shares ~~standards~~to ~~and~~be ~~systems~~offered ~~developed~~so byas ~~others. Failure or delays~~ to ~~meet~~enable ~~the~~an ~~requisite~~investor ~~and evolving industry or user standards could have a material adverse effect on our business, financial condition, and results of operations. Failure of suppliers~~ to ~~deliver~~decide ~~against end customer requirements could lead~~ to abuy ~~material~~or ~~adverse~~subscribe ~~effect~~for onthe ~~our financial results~~shares.

WeSwitzerland have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, and commercialization of new launch services and spacecraft solutions and services and related technology and components. If we fail to develop and successfully commercialize new technologies, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, or are inferior to those of our competitors, our business, financial condition, and results of operations could be materially and adversely impacted.

WeThe shares may ~~require~~not ~~additional~~be publicly ~~capital~~offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to ~~support~~the ~~business~~disclosure standards ~~growth~~for ~~and~~issuance ~~this~~prospectuses ~~capital~~under ~~might~~art. ~~not~~652a beor ~~available~~art. 1156 of the Swiss Code of Obligations or ~~may~~the bedisclosure ~~available~~standards ~~only~~for bylisting ~~diluting~~prospectuses ~~existing~~under ~~stockholders~~art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

WeNeither ~~intend~~this toprospectus ~~continue~~nor ~~making~~any ~~investments~~other tooffering ~~support~~or ~~our~~marketing ~~business~~material ~~growth~~relating ~~and may require additional funds~~ to ~~support~~the ~~this~~shares ~~growth and respond to business challenges, including~~ or the ~~need~~offering tomay ~~develop~~be ~~our~~publicly ~~services,~~distributed ~~expand~~or ~~our~~otherwise ~~inventory,~~made ~~enhance~~publicly ~~our~~available ~~operating infrastructure, expand the markets~~ in ~~which we operate and potentially acquire complementary businesses and technologies~~Switzerland. ~~Accordingly,~~Neither wethis ~~expect~~prospectus tonor ~~need~~any toother ~~engage~~offering ~~in equity~~ or ~~debt~~marketing ~~financings~~material relating to ~~secure~~the ~~additional~~offering, ~~funds~~the inCompany, the ~~future.~~shares Ifhave webeen ~~raise~~or ~~additional~~will ~~funds~~be ~~through~~filed ~~further~~with ~~issuances of equity~~ or approved ~~convertible~~by ~~debt~~any ~~securities,~~Swiss ~~our~~regulatory ~~existing~~authority. ~~stockholders~~In ~~could~~particular, ~~suffer~~this ~~significant~~prospectus ~~dilution~~will ~~and~~not ~~any~~be ~~new~~filed ~~equity securities we issue could have rights~~with, ~~preferences,~~ and ~~privileges~~the ~~superior~~offer ~~to those~~ of ~~holders~~shares ofwill ~~our~~not ~~Common~~be ~~Stock.~~supervised ~~Any debt financing secured~~ by, ~~us in~~ the ~~future~~Swiss ~~could~~Financial ~~involve~~Market ~~restrictive~~Supervisory ~~covenants~~Authority ~~relating~~FINMA to(FINMA), ~~our capital-raising activities~~ and ~~other~~the ~~financial~~offer ~~and~~of ~~operational~~shares ~~matters,~~has ~~which~~not been ~~may make it more difficult for us to obtain additional capital~~ and towill ~~pursue business opportunities. In addition, we may~~ not be ~~able~~authorized tounder ~~obtain~~the ~~additional~~Swiss ~~financing~~Federal Act on ~~terms~~Collective ~~favorable~~Investment toSchemes ~~us, if at all, including for reasons outside our control such as negative economic conditions~~(“CISA”). IfThe weinvestor ~~are~~protection ~~unable~~afforded to ~~obtain~~acquirers ~~adequate~~of ~~financing~~interests orin ~~financing~~collective oninvestment ~~terms~~schemes ~~satisfactory~~under tothe usCISA ~~when~~does wenot ~~require~~extend ~~it, our ability~~ to acquirers ~~continue~~of ~~to support our business growth and to respond to business challenges could be significantly limited and our business and prospects could fail or be adversely affected~~shares.

38Canada

~~Table~~The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of ~~Contents~~the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

WeSecurities ~~previously~~legislation ~~identified~~in acertain ~~material~~provinces ~~weakness~~or interritories ~~our~~of ~~internal~~Canada ~~control~~may ~~over~~provide ~~financial~~a ~~reporting.~~purchaser Ifwith weremedies ~~are~~for ~~unable~~rescission toor ~~maintain~~damages ~~effective~~if ~~internal~~this prospectus ~~controls~~(including any amendment hereto) contains a misrepresentation, provided that the ~~accuracy~~remedies ~~and~~for ~~timeliness~~rescission ofor ~~our~~damages ~~financial~~are ~~reporting~~exercised ~~may~~by bethe ~~materially~~purchaser ~~adversely~~within ~~affected,~~the ~~which~~time ~~could~~limit ~~cause~~prescribed by the ~~market~~securities ~~price~~legislation of ~~our~~the ~~Common~~purchaser’s province ~~Stock~~or territory. The purchaser should refer to ~~decline,~~any ~~lessen~~applicable ~~investor~~provisions ~~confidence~~of ~~and~~the ~~harm~~securities ~~our~~legislation ~~business~~of the purchaser’s province or territory of these rights or consult with a legal advisor.

WePursuant ~~previously identified a material weakness in our internal control over financial reporting related~~ to ~~our~~section ~~controls around the accounting for certain complex transactions that were not effectively designed or maintained~~3A.3 ~~The PCAOB defines a material weakness as “a deficiency, or a combination~~ of ~~deficiencies,~~National inInstrument ~~internal~~33-105 ~~control~~Underwriting ~~over~~Conflicts ~~financial~~(NI ~~reporting~~33-105), ~~such that there is a reasonable possibility that a material misstatement of~~ the ~~company’s~~underwriters ~~annual~~are ~~or interim financial statements will~~ not berequired ~~prevented~~to orcomply ~~detected~~with onthe adisclosure ~~timely~~requirements ~~basis.”~~of ~~During~~NI ~~2025~~33-105 weregarding ~~implemented~~underwriter aconflicts ~~series~~ of ~~remediation~~interest ~~measures~~in ~~designed~~connection towith ~~address the identified material weakness~~this offering. ~~These measures included the following:~~

•Hong ~~appointing~~Kong ~~an experienced Chief Accounting Officer in March 2025 with significant experience in public company reporting and complex transactions;~~

•The ~~engaging~~shares ~~consultants~~may not ~~with~~be ~~experience~~offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the ~~review~~public within the meaning of ~~unique~~the Companies (Winding Up and ~~complex~~Miscellaneous ~~accounting~~Provisions) ~~topics~~Ordinance (Cap. 32 of the Laws of Hong Kong), ~~who~~or ~~consulted~~the ~~with~~Companies ~~management~~(Winding onUp ~~complex~~and ~~transactions~~Miscellaneous Provisions) Ordinance, or which do not constitute an invitation to the public within the meaning of the Securities and ~~reporting;~~Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or the Securities and Futures Ordinance, or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding

•36 ~~implementing standardized financial control and reporting processes.~~

~~After~~ Up ~~completing~~and ~~testing~~Miscellaneous ofProvisions) Ordinance, and no advertisement, invitation or document relating to the ~~design~~shares ~~and~~may ~~operating~~be ~~effectiveness~~issued or may be in the possession of any person for the ~~new~~purpose ~~controls~~of issue (in each case whether in Hong Kong or elsewhere), wewhich ~~have~~is ~~concluded~~directed ~~that~~at, or the ~~identified~~contents ~~material~~of ~~weakness~~which ~~has~~are ~~been~~likely ~~fully~~to ~~remediated~~be asaccessed ofor ~~September 30~~read by, ~~2025~~the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

WeSingapore are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting in for future annual reports on Form 10-K to be filed with the SEC beginning with the second annual report following our initial public offering. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, or other regulatory authorities, which would require additional financial and management resources. However, for as long as the Company is an emerging growth company under the Jumpstart Our Business Startups Act of 2012, its independent registered public accounting firm will not be required to attest to the effectiveness of its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an emerging growth company for up to five years from the last day of the fiscal year of our initial public offering.

IfThis weprospectus ~~are~~has ~~unable~~not tobeen and ~~conclude~~will onnot anbe ~~ongoing~~registered ~~basis~~as ~~that~~a weprospectus ~~have~~with ~~effective~~the ~~internal~~Monetary ~~control~~Authority ~~over~~of ~~financial~~Singapore. ~~reporting~~Accordingly, this prospectus and any other document or material in ~~accordance~~connection with ~~Section 404~~the offer or sale, ~~our~~or ~~independent~~invitation ~~registered~~for ~~public~~subscription ~~accounting~~or ~~firm~~purchase, ~~may~~of the shares may not ~~issue~~be ancirculated ~~unqualified~~or ~~opinion.~~distributed, Ifnor wemay ~~are~~the ~~unable~~shares tobe ~~conclude~~offered ~~that~~or wesold, ~~have~~or ~~effective~~be ~~internal~~made ~~control~~the ~~over~~subject ~~financial~~of ~~reporting,~~an ~~investors~~invitation ~~could~~for ~~lose~~subscription ~~confidence~~or inpurchase, ~~our~~whether ~~reported~~directly ~~financial~~or ~~information~~indirectly, ~~which~~to ~~could~~persons ~~have~~in aSingapore ~~material~~other ~~adverse~~than ~~effect~~(i) to onan ~~the~~institutional ~~trading~~investor (as ~~price~~defined under Section 4A of ~~our~~the ~~Common~~Securities ~~Stock.~~and ~~Failure~~Futures toAct, ~~remedy~~Chapter ~~any~~289 ~~material~~of ~~weakness~~Singapore, inor ~~our~~the ~~internal~~SFA) ~~control~~under ~~over~~Section 274 ~~financial~~of ~~reporting~~the SFA, or (ii) to ~~implement~~an oraccredited ~~maintain~~investor ~~other~~as ~~effective~~defined ~~control~~in ~~systems~~Section 4A ~~required~~ of ~~public~~the ~~companies,~~SFA ~~could~~pursuant ~~also~~to ~~restrict~~and ~~our~~in accordance ~~future~~with ~~access~~the toconditions ~~the~~specified ~~capital~~in ~~markets~~Section 275 of the SFA.

~~Risks~~Singapore ~~Related~~Securities and Futures Act Product Classification—Solely for the purposes of our obligations pursuant to ~~Litigation~~Section 309B(1)(a) and ~~Regulation~~309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018, or the CMP Regulations) that the shares are “prescribed capital markets products” (as defined in the CMP Regulations) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Any reference to any term as defined in the SFA, or any provision in the SFA is a reference to that term as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

~~Our~~Japan ~~business is subject to various regulatory risks that could adversely affect our operations.~~

The ~~environment~~securities inhave ~~which~~not webeen ~~operate~~and will isnot ~~highly~~be ~~regulated~~registered ~~due~~under to the ~~sensitive~~Financial ~~nature~~Instruments and Exchange Act of ~~our~~Japan ~~complex~~(Act ~~and~~No. 25 ~~technologically~~of ~~advanced~~1948, ~~systems~~as amended), ~~including~~or ~~launch~~the ~~vehicles,~~FIEA. ~~landers,~~The ~~orbital~~securities ~~vehicles~~may not be offered or sold, ~~and~~directly ~~related~~or ~~components~~indirectly, ~~and~~in Japan or to or for the ~~fact~~benefit ~~that~~of weany ~~contract~~resident of ~~with~~Japan ~~national~~(including ~~security~~any ~~and~~person ~~defense~~resident ~~customers~~in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in ~~addition~~Japan or to ~~those~~or ~~regulations~~for ~~broadly~~the ~~applicable~~benefit of any resident of Japan, except pursuant to ~~publicly~~an ~~traded~~exemption ~~corporations.~~from ~~There~~the ~~are~~registration ~~numerous~~requirements ~~regulatory~~of ~~risks~~the ~~that~~FIEA ~~could~~and ~~adversely~~otherwise ~~affect~~in ~~operations,~~compliance ~~including~~with ~~but~~any ~~not~~relevant ~~limited~~laws ~~to:~~and regulations of Japan.

~~Changes~~Australia in laws and regulations. It is possible that the laws and regulations governing our business and operations will change in the future. While our current revenue is generated exclusively within the U.S., we are

39No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

~~Table~~Any offer in Australia of ~~Contents~~the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

~~committed~~The toshares ~~expanding~~applied ~~into~~for ~~the~~by ~~global~~Exempt ~~market~~Investors ~~and~~in ~~enhancing~~Australia ~~our~~must ~~growth~~not ~~potential. There may~~ be aoffered ~~material~~for ~~adverse~~sale ~~effect~~in onAustralia ~~our~~in ~~financial~~the ~~condition~~period ~~and results~~ of ~~operations~~12 ifmonths weafter ~~are~~the ~~required~~date toof allotment ~~alter~~under ~~our~~the ~~business to comply with changes in both domestic and foreign regulations~~offering, ~~tariffs,~~except ~~or taxes and other trade barriers that reduce or restrict our ability to sell our products and services on a global basis, or by political and economic instability~~ in ~~the~~circumstances ~~countries~~where indisclosure ~~which we conduct business. Any failure~~ to ~~comply with such regulatory requirements could also subject us to various penalties or sanctions.~~

~~Import~~37 and Export Restrictions. Our business is subject to stringent U.S. import and export control laws and regulations as well as economic sanctions laws and regulations. We are required to import and export our products, software, technology, and services, as well as run our operations in the United States, in full compliance with such laws and regulations, which include the EAR, the ITAR, and economic sanctions administered by the Treasury Department’s OFAC. Although our operations and customers are primarily based in the U.S., certain of our launch vehicles, landers, spacecraft and vehicle components, systems, services, or technologies we have developed have required, and may in the future require, the implementation or acquisition of products or technologies from third parties and affiliates, including those in other jurisdictions. In addition, certain of our launch vehicles, landers, spacecraft and vehicle components, systems, services, or technologies may be required to be forwarded, imported, or exported to other jurisdictions. In certain cases, if the use of such technologies can be viewed by the jurisdiction in which that supplier, subcontractor or affiliate resides as being subject to import or export constraints or restrictions relating to national security, we may not be able to obtain the technologies and products that we require from subcontractors and suppliers who would otherwise be our preferred choice or may not be able to obtain the export permits necessary to transfer or export our technology. The inability to obtain or maintain export approvals and export restrictions or changes during contract execution or non-compliance by our suppliers, subcontractors, and customers, could have an adverse effect on our revenues and margins. Further, we have had, and may in the future have, inadvertent disclosures of certain of our products or components that are subject to the requirements of U.S. import and export control laws and may be found to be in violation of these laws and regulations, which could have a material adverse effect our business, financial condition, and results of operations.

~~U.S.~~ investors ~~Government~~under ~~Approval~~Chapter ~~Requirements.~~6D ~~For certain aspects~~ of ~~our~~the ~~business~~Corporations ~~operations,~~Act wewould ~~are~~not be required topursuant ~~obtain U.S. government licenses and approvals and~~ to ~~enter~~an ~~into~~exemption ~~agreements~~under ~~with~~section ~~various~~708 ~~government bodies to export launch vehicles, landers, orbital vehicles, and related components, to disclose technical data, or provide defense services to foreign persons. The delayed receipt~~ of or the ~~failure~~Corporations toAct ~~obtain~~or ~~the~~otherwise ~~necessary U.S. government licenses, approvals, and agreements may prohibit entry into~~ or ~~interrupt~~where the ~~completion~~offer ofis ~~contracts~~pursuant ~~which could lead~~ to a disclosure ~~customer’s~~document ~~termination of a contract for default or monetary penalties,~~ which ~~could~~complies ~~materially~~with ~~adversely~~Chapter ~~affect~~6D ~~our financial condition and results~~ of ~~operations. Given~~ the ~~great~~Corporations discretion the government has in issuing or denying such authorizations to advance U.S. national security and foreign policy interests, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals. Under the “Exon-Florio Amendment” to the U.S. Defense Production Act ~~of 1950, as amended (the “DPA”), the U~~.S. ~~President~~Any ~~has~~person ~~the~~acquiring ~~power~~shares tomust ~~disrupt~~observe ~~or block certain foreign investments in U.S. businesses if he or she determines that~~ such aAustralian ~~transaction threatens U.S. national security. The Committee~~ on Foreign Investment in the United States (“CFIUS”) has been delegated the authority to conduct national security reviews of certain foreign investments. CFIUS may impose mitigation conditions to grant clearance of a transaction. The Foreign Investment Risk Review Modernization Act (“FIRRMA”), enacted in 2018, amended the DPA to, among other things, expands CFIUS’s jurisdiction beyond acquisitions of control of U.S. businesses. Under FIRRMA, CFIUS also has jurisdiction over certain foreign non-~~controlling~~sale investments in U.S. businesses that have involvement with critical technology or critical infrastructure, or that collect and maintain sensitive personal data of U.S. citizens (“TID U.S. Businesses”), if the foreign investor receives specified triggering rights in connection with its investment. We are a TID U.S. Business because we develop and design technologies that would be considered critical technologies. Certain foreign investments in TID U.S. Businesses are subject to mandatory filing with CFIUS. These restrictions on the ability of foreign persons to invest in us has in the past, and could in the future, limit our ability to engage in strategic transactions that could benefit our stockholders, including a change of control, and could also affect the price that an investor may be willing to pay for our Common Stock.

40This prospectus contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives, and circumstances, and, if necessary, seek expert advice on those matters.

~~Table~~Brazil ~~of Contents~~

~~Other~~The ~~Government~~offer ~~Regulations. Our ability to pursue our business activities is regulated by various agencies~~ and ~~departments~~sale of the ~~U.S.~~securities ~~government~~have ~~and~~not ~~the~~been ~~governments~~and ofwill ~~other~~not ~~countries.~~be ~~Commercial~~registered ~~space~~with ~~launch~~the ~~activities~~Brazilian ~~require~~Securities ~~licenses~~Commission ~~from~~(Comissão ~~the~~de Valores ~~Department~~Mobiliários, ofor ~~Transportation~~“CVM”) and, ~~for launches from Esrange Space Center~~therefore, ~~the~~will ~~SSC.~~not ~~Our~~be ~~license~~carried toout ~~conduct~~by ~~launches~~any atmeans ~~Esrange~~that ~~Space~~would ~~Center~~constitute ~~requires~~a ~~certification~~public ofoffering ~~our~~in ~~flight~~Brazil ~~termination~~under ~~system~~CVM ~~software~~Resolution byno ~~NASA.~~160, ~~Radio~~dated ~~communications~~13 July ~~for~~2022, ~~launch~~as ~~activities~~amended ~~and spacecraft operations require licenses from the Federal Communications Commission~~ (~~the~~ “~~FCC~~CVM resolution 160”) ~~and/~~or ~~the~~unauthorized ~~Swedish~~distribution ~~National~~under ~~Space~~Brazilian ~~Agency~~laws and ~~frequency coordination with the International Telecommunication Union~~regulations. The ~~operation~~securities ofmay ~~private~~only ~~remote~~be ~~sensing~~offered ~~space~~to ~~systems~~Brazilian ~~requires~~professional ainvestors ~~license~~(as ~~from~~defined ~~the~~by ~~Department~~applicable ofCVM ~~Commerce.~~regulation), ~~Any~~who ~~failure~~may toonly ~~comply~~acquire ~~with~~the ~~these~~securities ~~and~~through ~~other~~a ~~regulatory~~non-Brazilian ~~requirements~~account, ~~could~~with ~~subject~~settlement usoutside toBrazil ~~various~~in ~~penalties~~non-Brazilian orcurrency. ~~sanctions~~the ~~and~~trading ~~could~~of ~~have~~these asecurities ~~significant adverse effect~~ on ~~our~~regulated ~~reputation,~~securities ~~financial~~markets ~~condition,~~in ~~and~~Brazil ~~results~~is ~~of operations~~prohibited.

~~Competitive~~Israel Impact of U.S. Regulations. Export and import control, economic sanction, and trade embargo laws and regulations, including those administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. State Department’s Directorate of Defense Trade Controls and the U.S. Treasury Department’s Office of Foreign Assets Control, including, but not limited to, the International Traffic in Arms Regulations (“ITAR”) and EAR, may limit certain business opportunities or delay or restrict our ability to contract with potential foreign customers or suppliers. To the extent that our non-U.S. competitors are not currently or in the future subject to similar export and import controls, economic sanctions, and trade embargo laws and regulations, they may enjoy a competitive advantage with foreign customers, and it could become increasingly difficult for us to recapture this lost market share.

~~Anti-Corruption~~This ~~Laws.~~document Asdoes ~~part~~not ofconstitute a prospectus under the ~~regulatory~~Israeli Securities Law, 5728-1968, or the Securities Law, and ~~legal~~has ~~environments~~not inbeen ~~which~~filed wewith ~~operate~~or approved by the Israel Securities Authority. In Israel, wethis ~~are~~prospectus ~~subject~~is tobeing ~~domestic~~distributed only to, and ~~international~~is ~~anti-corruption~~directed ~~laws~~only at, ~~including~~and any offer of the ~~U.S.~~shares ~~Foreign~~is ~~Corrupt~~directed ~~Practices~~only ~~Act~~at, (~~the “FCPA”~~i) a ~~that~~limited ~~prohibit~~number ~~improper~~of ~~payments~~persons ~~directly~~in oraccordance ~~indirectly~~with tothe ~~government~~Israeli ~~officials,~~Securities ~~authorities~~Law orand ~~persons~~(ii) investors ~~defined~~listed in ~~those~~the ~~anti-corruption~~first ~~laws~~addendum, inor ~~order~~the Addendum, to ~~obtain~~the orIsraeli ~~retain~~Securities ~~business~~Law, orconsisting ~~other~~primarily ~~improper~~of joint ~~advantages~~investment in ~~the~~trust ~~conduct~~funds, ofprovident ~~business.~~funds, ~~Our~~insurance ~~policies~~companies, ~~mandate~~banks, ~~compliance~~portfolio ~~with~~managers, ~~anti-corruption~~investment ~~laws.~~advisors, ~~Failure~~members byof ~~our~~the ~~employees,~~Tel ~~agents~~Aviv Stock Exchange, ~~subcontractors~~underwriters, ~~suppliers~~venture ~~and/or~~capital ~~existing~~funds, orentities ~~future~~with ~~partners~~equity toin ~~comply~~excess ~~with~~of ~~anti-corruption~~NIS ~~laws~~ 50 million and ~~our~~“qualified ~~policies~~individuals,” ~~could~~each ~~impact~~as usdefined in ~~various~~the ~~ways~~Addendum ~~that~~(as ~~include,~~it ~~but~~may ~~are~~be ~~not~~amended ~~limited~~from time to, ~~criminal~~time), ~~civil~~collectively ~~and~~referred ~~administrative~~to ~~fines~~as ~~and/or~~qualified ~~legal~~investors ~~sanctions~~(in ~~and~~each ~~the~~case, ~~inability~~purchasing tofor ~~bid~~their ~~for~~own account or, ~~enter~~where ~~into~~permitted ~~contracts~~under ~~with~~the Addendum, ~~certain~~for ~~entities,~~the ~~all~~accounts of ~~which~~their ~~could~~clients ~~have~~who aare ~~significant~~investors ~~adverse~~listed ~~effect~~in onthe ~~our~~Addendum). ~~reputation,~~Qualified ~~operations,~~investors ~~and~~are ~~financial~~required ~~results.~~to ~~Our~~submit ~~exposure~~written ~~for~~confirmation ~~violating~~that ~~these~~they ~~laws~~fall ~~will~~within ~~increase~~the asscope ~~our~~of ~~international~~the ~~presence~~Addendum, ~~expands~~are ~~and~~aware asof wethe ~~increase~~meaning ~~sales~~of same and ~~operations~~agree into ~~foreign jurisdictions~~it.

~~Our~~38 business is subject to federal, state, and international laws regarding data protection, privacy, and information security, as well as confidentiality obligations under various agreements, and our actual or perceived failure to comply with such obligations could damage our reputation, expose us to litigation risk and materially adversely affect our business and operating results.

InLEGAL ~~connection~~MATTERS with our business, we receive, collect, process, and retain certain personal information about our customers, vendors, and employees. As a result, we are subject to the evolving and increasingly complex data protection laws and regulatory frameworks of the jurisdictions in which we operate or conduct our business, including to state comprehensive privacy laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”), the General Data Protection Regulation (“GDPR”), and the U.K. General Data Protection Regulation (“U.K. GDPR”) (collectively, “Data Protection Laws”). These laws impose obligations in relation to the collection, use, and disclosure of personal information, including providing customers with certain rights to access, correct, delete, and restrict the processing of their personal information. Failure to comply with applicable laws may result in regulatory scrutiny, enforcement actions, fines, litigation, or other liabilities or costs, and the evolving complexity of the privacy landscape could impact our ability to collect, use or disclose personal information, decrease demand for our products, require us to restrict our business operations, increase our costs, and impair our ability to maintain and grow our customer base and increase our revenue.

WeThe ~~are~~validity ~~also~~of ~~subject to~~ the ~~DoD~~shares ~~Cybersecurity Maturity Model Certification (“CMMC”) requirements, which requires companies that do business with the DoD to, depending on the level~~ of ~~security~~Common ~~required,~~Stock ~~meet,~~being oroffered ~~exceed~~by ~~certain~~this ~~specified~~prospectus ~~cybersecurity standards to be eligible for new contract awards. The DoD expects that nearly all new contracts~~ will be ~~required~~passed toupon ~~comply~~for ~~with~~us ~~the CMMC~~ by ~~2026.~~Kirkland & WeEllis ~~are currently CMMC Lv2 compliant; however~~LLP, Chicago, toIllinois. ~~the~~Certain ~~extent~~legal wematters ~~are unable to achieve or maintain certification at the level required for a particular contract award, we~~ will be ~~unable~~passed toupon ~~bid on such contract awards or follow-on awards~~ for ~~existing work with~~ the ~~DoD,~~underwriters ~~which~~by ~~could~~Davis ~~materially~~Polk & ~~adversely~~Wardwell ~~impact our revenue~~LLP, ~~profitability,~~New ~~and cash flows. Additionally~~York, ~~our~~New ~~subcontractors, and certain of our vendors, may also need to comply with CMMC requirements~~York. ~~We may be~~

4139

~~Table~~EXPERTS ~~of Contents~~

~~negatively impacted if our subcontractors or vendors are not compliant with CMMC requirements.~~ The ~~obligations~~audited ~~imposed~~financial onstatements usincorporated ~~under~~by ~~the~~reference ~~CMMC~~in ~~may~~this beprospectus ~~different~~and ~~from,~~elsewhere or in ~~addition to those, otherwise required by~~ the ~~Data~~registration ~~Protection~~statement ~~Laws~~have tobeen ~~which~~so incorporated weby ~~are~~reference ~~subject.~~in ~~The~~reliance ~~costs~~upon ~~to comply with~~ the ~~new~~report ~~CMMC~~of ~~requirements~~Grant ~~are~~Thornton ~~significant and may increase~~LLP, ~~which~~independent ~~could~~registered ~~materially~~public ~~adversely affect our business~~accountants, ~~financial~~upon ~~condition,~~the orauthority ~~results~~ of ~~operations.~~said ~~Failure~~firm toas ~~comply~~experts ~~with~~in ~~CMMC~~accounting ~~requirements~~and ~~may also make us subject to bid protest challenges or False Claims Act allegations claiming damages to the government based on such non-compliance~~auditing.

We40 have implemented internal controls and procedures designed to comply with the Data Protection Laws to which we are subject, the CMMC and other applicable standards, as well as contractual obligations related to data protection. However, data protection laws, regulations, standards, and obligations are evolving and may be modified, replaced, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements, or legal obligations. We cannot yet determine the impact that such modifications may have on our business. As such, our practices may not have complied with, and we cannot assure ongoing compliance with, all such laws or regulations and other legal obligations. Further, we expect that new industry standards, laws, and regulations will continue to be proposed regarding privacy, data protection, and information security in many jurisdictions. We cannot yet determine the impact that such future laws, regulations, and standards may have on our business. Our efforts to comply with these evolving obligations may cause us to incur significant costs or require changes to our business practices, which could materially adversely affect our business, financial condition, and results of operations. Any failure or perceived failure by us to comply with applicable laws or regulations, or other contractual or legal obligations, or to adequately address privacy and security concerns, even if unfounded, may result in governmental enforcement actions, private litigation (including class actions), fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have a material adverse effect on our reputation, inhibit sales, and materially adversely affect our business, financial condition, and results of operations.

WeINCORPORATION ~~may~~OF ~~become~~CERTAIN ~~involved~~INFORMATION inBY ~~litigation~~REFERENCE ~~that may materially adversely affect us.~~

~~From~~The ~~time~~SEC toallows ~~time,~~us ~~we have been and may in the future become involved in various legal proceedings relating~~ to ~~matters~~“incorporate ~~incidental~~by toreference” ~~the~~information ~~ordinary~~from ~~course of our business, supplier, customer, or~~ other ~~third-party~~documents ~~relationships,~~that ~~including~~we ~~intellectual~~file ~~property,~~with ~~commercial~~it, ~~product~~which ~~liability,~~means ~~employment,~~that ~~class~~we ~~action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters~~ can bedisclose ~~time-consuming,~~important information ~~divert management’s attention and resources from the operation of our business, and cause us~~ to ~~incur~~you ~~significant~~by ~~expenses~~referring oryou ~~liability or require us~~ to ~~change~~those ~~our~~documents. ~~business~~The ~~practices.~~information ~~Because~~incorporated ofby ~~the~~reference ~~potential~~is ~~risks,~~considered ~~expenses,~~to ~~and~~be ~~uncertainties~~part of ~~litigation,~~this weprospectus. ~~may,~~Information ~~from~~in ~~time~~this toprospectus ~~time,~~supersedes ~~settle~~information ~~disputes,~~incorporated ~~even~~by ~~where~~reference ~~we believe~~ that we ~~have~~filed ~~meritorious~~with ~~claims~~the orSEC prior ~~defenses.~~to ~~Because litigation is inherently unpredictable, we cannot assure you that~~ the ~~results~~date of ~~any~~this ofprospectus. ~~these~~We ~~actions~~incorporate ~~will~~by ~~not~~reference ~~have~~into athis ~~material adverse effect on our business. The outcome of litigation~~prospectus, ~~particularly class action lawsuits~~ and ~~regulatory~~the ~~actions,~~registration isstatement ~~difficult to assess or quantify, as plaintiffs may seek recovery~~ of ~~very~~which ~~large~~this orprospectus ~~indeterminate~~is ~~amounts~~a ~~in these types of lawsuits~~part, ~~and~~ the ~~magnitude~~information ofor ~~the~~documents ~~potential~~listed ~~loss~~below ~~may remain unknown for substantial periods of time. We can provide no assurance~~ that ~~litigation or disputes will not arise in the future. We may also choose to settle such actions if~~ we ~~believe~~have ~~that~~filed ~~doing~~with ~~so is in~~ the ~~best~~SEC ~~interests of the company, and the amount of such settlement could also have a material adverse effect on our business, financial condition, and results of operations~~(File No. 001-42789):

~~Our~~• ~~business~~our ~~and~~Annual ~~operations~~Report ~~could~~on beForm ~~negatively~~10-K ~~affected~~for ifthe wefiscal ~~become~~year ~~subject~~ended toDecember ~~any securities litigation or stockholder activism~~31, ~~which could cause us to incur significant expense~~2025, ~~hinder~~filed ~~execution~~with ofthe ~~business~~SEC ~~and~~on ~~growth~~March ~~strategy~~19, ~~and impact our stock price.~~ 2026;

~~Our~~• share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Once our ~~Common~~Quarterly ~~Stock~~Report ison ~~publicly~~Form ~~traded,~~10-Q ~~volatility~~for in the ~~stock~~quarter ~~price~~ended ofMarch ~~our Common Stock or other reasons may in the future cause us to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism~~31, ~~including potential proxy contests~~2026, ~~could~~filed result in substantial costs and divert management’s and our Board’s attention and resources from our business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with ~~service~~the ~~providers~~SEC ~~and~~on ~~make~~May ~~it more difficult to attract and retain qualified personnel. Also~~4, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks, and uncertainties of any securities litigation and stockholder activism. 2026;

42• our Current Reports on Form 8-K, filed with the SEC on March 3, 2026, April 3, 2026 and April 21, 2026; and

~~Table~~• the description of ~~Contents~~our Common Stock set forth in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026.

~~Our~~Notwithstanding ~~business~~the isstatements ~~subject~~in tothe apreceding ~~wide~~paragraphs, ~~variety~~no document, report or exhibit (or portion of ~~extensive~~any ~~and~~of ~~evolving~~the ~~government~~foregoing) ~~laws~~or ~~and~~any ~~regulations.~~other information ~~Failure~~that we have “furnished” to ~~comply~~the ~~with~~SEC ~~such~~pursuant ~~laws~~to ~~and~~the ~~regulations~~Exchange ~~could~~Act ~~have~~shall abe ~~material~~incorporated ~~adverse~~by ~~effect~~reference oninto ~~our~~this ~~business~~prospectus.

We ~~are~~will ~~subject~~furnish towithout acharge ~~wide variety of laws and regulations relating~~ to ~~various aspects of our business~~you, ~~including~~on ~~with~~written respect to employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues. The commercial space industry, particularly launch providers, are also subject to an array of laws and regulations, such as those imposed by the Department of Transportation and those relating to hazardous substances and waste. Laws and regulations at the foreign, federal, state, and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or ~~the~~oral ~~ultimate cost of compliance with~~request, ~~current or future regulatory or administrative changes. While we monitor these developments and devote~~ a ~~significant~~copy ~~amount~~ of ~~management’s~~any ~~time and external resources towards compliance with these laws and regulations, we cannot guarantee that these measures will be satisfactory to regulators~~ or ~~other~~all ~~third parties, such as our customers. Moreover, changes in law, the imposition~~ of ~~new or additional regulations or~~ the ~~enactment~~documents ofincorporated ~~any~~by ~~new~~reference orin ~~more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales~~this prospectus, ~~profitability,~~including ~~cash~~exhibits ~~flows and financial condition. Failure~~ to ~~comply with~~ these ~~laws,~~documents. ~~such~~You asshould ~~with~~direct ~~respect~~any torequests ~~obtaining and maintaining licenses, certificates, authorizations and permits critical~~ for ~~the~~documents ~~operation~~to ofFirefly ~~our~~Aerospace ~~business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business~~Inc. ~~For example~~, ~~conducting~~2203 ~~commercial~~Scottsdale ~~space launches in the United States require licenses and permits from certain agencies of the Department of Transportation~~Drive, ~~including the FAA~~Leander, ~~and~~TX ~~review by other agencies of the U.S. government~~78641, ~~including~~Attention: ~~the~~General ~~DoD, Department of State, NASA, and the FCC~~Counsel. License approval may include an interagency review of safety, operational, national security, and implications on foreign policy and international obligations, as well as a review of foreign ownership. Any delays in regulatory actions allowing us to conduct commercial space launches could adversely affect our ability to operate our business and our financial results.

~~Regulation~~You ofalso ~~our~~may ~~industry~~access isthese ~~still~~filings ~~evolving,~~on ~~and new or different laws or regulations could affect~~ our ~~operations,~~website ~~increase~~at ~~direct~~https://investors.fireflyspace.com. ~~compliance~~We ~~costs~~do ~~for~~not usincorporate ~~or cause any third-party suppliers or contractors to raise~~ the ~~prices~~information ~~they charge us because of increased compliance costs. Moreover~~on, ~~changes in law, the imposition of new~~ or ~~additional regulations or the enactment of any new or more stringent legislation~~ that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition. The regulatory approaches of different jurisdictions may can be ~~multi-layered~~accessed ~~and may be in conflict with one another~~through, ~~and~~ our ~~compliance~~website ~~could~~into ~~require~~this ~~alteration~~prospectus ofand ~~our~~you ~~manufacturing~~should ~~processes or operational parameters which may adversely impact our business. We may~~ not beconsider inany ~~complete~~information ~~compliance with all such requirements at all times and~~on, ~~even~~or ~~when we believe we are in complete compliance, a regulatory agency may determine~~ that wecan ~~are~~be ~~not.~~accessed ~~In addition~~through, ~~the actions of third parties may cause us to fail to comply with certain requirements. We aim to produce~~ our ~~launch~~website ~~and~~as ~~spacecraft~~part ~~systems at an increasing rate over the near to medium term. A component~~ of ~~our near-term strategy involves increasing our launch cadence by accelerating our development and production efforts and adding additional launch sites. Our ability to achieve~~ this ~~increased~~prospectus ~~launch cadence within the timeframe in which we hope to do so will depend on our ability to secure the necessary regulatory licenses from the FAA, the FCC, and~~ (other ~~regulatory~~than ~~authorities.~~those ~~Our~~filings ~~failure~~with ~~to obtain~~ the ~~licenses~~SEC ~~necessary to support our anticipated launch cadence, or any delays or hurdles~~ that ~~present~~we inspecifically ~~our~~incorporate ~~interactions~~by reference ~~with~~into ~~the~~this FAA, the FCC, or other regulatory authorities, could impact our ability to grow our business, could delay our ability to execute on our existing and future customer contracts and could adversely affect our business, financial condition, and results of operationsprospectus).

43Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

~~Table~~41 ~~of Contents~~

~~Contracting~~WHERE inYOU ~~the~~CAN ~~defense~~FIND ~~industry~~ADDITIONAL isINFORMATION subject to significant regulation, including rules related to bidding, billing, and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment.

~~Like~~We ~~all~~have ~~government~~filed ~~contractors,~~with wethe ~~are~~SEC ~~subject~~a toregistration ~~risks~~statement ~~associated~~on ~~with~~Form ~~this~~S-1 ~~contracting.~~under ~~These~~the ~~risks~~Securities ~~include~~Act ~~the~~with ~~potential~~respect to ~~for~~the ~~substantial~~shares ~~civil~~of ~~and~~Common ~~criminal~~Stock ~~fines~~offered ~~and~~by ~~penalties~~this prospectus. ~~These~~This ~~fines~~prospectus, ~~and~~which ~~penalties~~constitutes ~~could~~a bepart ~~imposed~~of ~~for~~the ~~failing~~registration tostatement, ~~follow~~does ~~procurement~~not ~~integrity~~contain ~~and~~all ~~bidding~~the ~~rules,~~information ~~employing~~set ~~improper~~forth ~~billing~~in ~~practices,~~the orregistration ~~otherwise~~statement, ~~failing~~some toof ~~follow~~which ~~cost~~is ~~accounting~~contained ~~standards,~~in ~~receiving,~~exhibits to orthe ~~paying~~registration ~~kickbacks~~statement oras ~~filing~~permitted ~~false~~by ~~claims.~~the Werules ~~have~~and ~~been,~~regulations ~~and~~of ~~expect~~the toSEC. ~~continue~~For tofurther ~~be,~~information ~~subjected~~with respect to ~~audits~~us and ~~investigations~~our byCommon ~~government~~Stock, ~~agencies.~~we ~~The~~refer ~~failure~~you to ~~comply~~the ~~with~~registration statement, including the ~~terms~~exhibits offiled ~~our~~as ~~government~~a ~~contracts~~part ~~could~~thereof. Statements ~~harm~~contained ~~our~~in ~~business~~this ~~reputation,~~prospectus ~~which~~concerning ~~could~~the ~~significantly~~contents ~~reduce~~of ~~our~~any ~~sales~~contract ~~and~~or ~~earnings.~~any Itother ~~could~~document ~~also~~are ~~result~~not innecessarily ~~our~~complete. ~~suspension~~If ora ~~debarment~~contract ~~from~~or ~~future~~document ~~government~~has ~~contracts,~~been ~~which~~filed ~~could~~as ~~materially~~an ~~adversely~~exhibit ~~affect~~to ~~our~~the ~~business~~registration statement, ~~financial~~please ~~condition,~~see ~~and~~the ~~results~~copy of ~~operations.~~the contract Inor ~~addition,~~document wethat ~~could~~has bebeen ~~subject~~filed. toEach ~~criminal~~statement orin ~~civil~~this ~~penalties~~prospectus orrelating ~~administrative~~to ~~sanctions,~~a ~~including~~ contract ~~termination,~~or ~~breach~~document offiled ~~contract~~as ~~actions~~an ~~including~~exhibit ~~related~~is ~~damages,~~qualified ~~fines,~~in ~~forfeiture~~all ofrespects ~~fees,~~by ~~suspension~~the offiled ~~payment,~~exhibit. ~~and~~The ~~civil~~SEC ~~False~~maintains ~~Claims~~an ~~Act~~internet ~~allegations~~website ~~(which~~that ~~can~~contains ~~include~~reports ~~civil penalties~~ and other ~~treble~~information ~~damages)~~about issuers, ~~any~~like ofus, ~~which~~that ~~could~~file ~~materially~~electronically ~~adversely~~with ~~affect~~the ~~our~~SEC. ~~reputation,~~The ~~business,~~address ~~financial~~of ~~condition,~~that ~~and~~website ~~results~~is ~~of operations~~www.sec.gov.

We are subject to ~~procurement~~the ~~rules~~information ~~and~~reporting ~~regulations,~~requirements ~~which~~of ~~increase~~the ~~our~~Exchange ~~performance~~Act, and ~~compliance~~we ~~costs~~will ~~under~~file ~~our~~reports, ~~U.S.~~proxy ~~government~~statements, ~~contracts.~~and ~~Our~~other ~~failure~~information ~~to comply~~ with ~~various~~the ~~complex~~SEC. ~~procurement~~These ~~rules~~reports, ~~and~~proxy ~~regulations could result in our being liable for penalties~~statements, ~~including~~and ~~termination~~other ofinformation ~~our~~will ~~U.S.~~be ~~government~~available ~~contracts, disqualification from bidding~~ on ~~future~~the ~~U.S.~~website ~~government~~of ~~contracts,~~the ~~civil~~SEC referred ~~False~~to ~~Claims Act allegations, and suspension or debarment from U~~above.S. ~~government contracting.~~

We ~~must~~also ~~comply~~maintain ~~with~~a ~~laws~~website ~~and~~at ~~regulations relating to the formation, administration, and performance of U~~www.Sfireflyspace. ~~government contracts~~com, at which ~~affect~~you ~~how we do business with our customers. These laws and regulations~~ may ~~require,~~access ~~among~~these ~~other~~materials ~~things,~~free ~~certification~~of ~~and~~charge ~~disclosure~~as ofsoon ~~all~~as reasonably ~~cost~~practicable ~~and~~after ~~pricing~~they ~~data~~are inelectronically ~~connection~~filed with ~~contract~~or ~~negotiation,~~furnished ~~define allowable and unallowable costs and otherwise govern our right~~ to ~~reimbursement under certain cost-based U.S. government contracts, and restrict~~ the ~~use and dissemination of classified information and the exportation of certain products and technical data~~SEC. ~~Such~~Information ~~laws~~contained ~~and regulations may impose added costs~~ on ~~our business and our failure to comply with them~~, or ~~the~~that ~~failure of our agents’ to comply with them, may lead to civil or criminal penalties, termination of our U.S. government contracts, civil False Claims Act allegations (which~~ can ~~include~~be ~~civil~~accessed ~~penalties and treble damages)~~through, ~~suspension or debarment from contracting with federal agencies and could have a material adverse effect on~~ our ~~reputation~~website ~~and~~is ~~ability~~not toincorporated ~~receive~~by ~~other~~reference ~~U.S. government contract awards~~ in ~~the~~this ~~future.~~prospectus, ~~Government contract laws~~ and ~~regulations~~you ~~can~~should impose terms or obligations that are different than those typically found in commercial transactions. One of the significant differences is that the U.S. government may terminate any of our government contracts, not ~~only~~consider information ~~for default based~~ on our ~~performance~~website ~~but also at its convenience. Generally, prime contractors have a similar right under subcontracts related~~ to ~~government contracts. If a contract is terminated for convenience, we typically would~~ be ~~entitled~~part ~~to receive payments for our allowable costs incurred and the proportionate share~~ of ~~fees~~this orprospectus ~~earnings for the work performed. If a contract is terminated for default, the U.S. government could make claims to reduce the contract value or recover its procurement costs~~ and ~~could assess other special penalties, exposing us to liability and materially adversely affecting our ability to compete for future contracts and orders. In addition,~~ the ~~U.S.~~inclusion ~~government could terminate a prime contract under which we are a subcontractor, notwithstanding the fact that our performance and the quality~~ of ~~the products or services we delivered were consistent with~~ our ~~contractual~~website ~~obligations~~address asin athis ~~subcontractor.~~prospectus ~~Similarly,~~is ~~the~~an ~~U.S.~~inactive ~~government~~textual ~~could~~reference ~~indirectly terminate a program or contract by not funding it~~only. ~~The decision to terminate programs or contracts for convenience or default could materially adversely affect our business, financial condition, and results of operations.~~

~~Laws~~42 ~~and regulations designed to address climate change may result in additional compliance costs.~~

Our operations and the products we sell are currently subject to rules limiting emissions and to other climate-related regulations in certain jurisdictions where we operate. The increased prevalence of global climate change concerns may result in new regulations that may negatively impact us12, ~~our suppliers~~000,000 ~~and~~Shares customers. We are continuing to evaluate short-, medium- and long-term risks related to climate change. We cannot predict what climate-related legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers, in which case, the costs of raw materials and component parts could increase.

44Common Stock

LOGO

~~Table~~Goldman ofSachs ~~Contents~~& Co. LLC J.P. Morgan Jefferies Wells Fargo Securities

~~New~~PRELIMINARY ~~sustainability~~PROSPECTUS and climate-related disclosure obligations, including those resulting from the State of California’s Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, among others, could result in unforeseen costs associated with compliance, government and third-party claims, operations, and increased reputational and litigation risk.

WePART ~~may~~II be subject to rulemaking regarding corporate social responsibility and/or disclosure, as public awareness and focus on social and environmental issues has led to legislative and regulatory efforts to impose or increase regulations and require further disclosure. We operate in various jurisdictions in the U.S. that have adopted or proposed federal and state laws related to sustainability and climate change reporting. For example, the Governor of California signed the Climate Corporate Data Accountability Act (the “CCDAA” or SB 253), into law in October 2023, alongside the Climate-Related Financial Risk Act (“CRFRA” or SB 261). The CCDAA requires both public and private U.S. companies that are “doing business in California” and that have a total annual revenue of $1 billion to publicly disclose and verify, on an annual basis, Scope 1, 2 and 3 GHG emissions. The CRFRA requires the disclosure of a climate-related financial risk report (in line with the Task Force on the Climate-related Financial Disclosures recommendations or equivalent disclosure requirements under the International Sustainability Standards Board’s climate-related disclosure standards) every other year for public and private companies that are “doing business in California” and have total annual revenue of $500 million. Reporting under both laws would begin in 2026, though the Governor of California has directed further consideration of the implementation deadlines for each of the laws. Both laws have been challenged in federal court.

WeINFORMATION ~~are~~NOT ~~currently~~REQUIRED ~~assessing~~IN ~~the~~PROSPECTUS potential impacts of these laws, as well as other sustainability and climate-related disclosure obligations and evolving legal and regulatory requirements, that we may be subject to. The adopted or proposed laws could impose significant new burdens on the company and our suppliers, with significant potential costs and operational impacts, and restrict access to capital if our disclosures are not perceived as meeting applicable third-party verification standards. Our failure to adequately comply with such disclosure obligations could jeopardize our competitive position and ability to win business, as well as adversely affect our results of operations and financial condition. Separately, enhanced sustainability and climate-related disclosure requirements could lead to reputational or other harm to our relationships with customers, regulators, investors, or other stakeholders. We may also face increased litigation risks arising from enhanced sustainability and climate-related disclosure requirements relating to alleged damages resulting from our reported or projected GHG emissions or statements allegedly made by us or others in our industry regarding social and climate change risks.

WeItem ~~are~~13. ~~subject~~Other toExpenses ~~complex tax laws, and changes in tax laws or in positions by the relevant tax authorities regarding the application, administration or interpretation~~ of ~~tax~~Issuance ~~laws or regulations, particularly if applied retrospectively, or challenges to our tax position could adversely affect our financial condition~~ and ~~results of operations~~Distribution.

~~Tax~~The ~~laws~~following ~~are~~table ~~complex~~sets ~~and~~forth ~~subject~~all tocosts ~~subjective evaluations~~ and ~~interpretative decisions~~expenses, ~~and~~other wethan ~~may~~underwriting bediscounts ~~subject in the future to tax audits aimed at addressing our compliance with direct~~ and ~~indirect taxes. Changes in tax laws could adversely affect our tax position~~commissions, ~~including~~payable ~~our~~by ~~effective~~us ~~tax~~in ~~rate~~connection ~~or tax payments. We often rely on generally available interpretations of applicable tax laws and regulations. We cannot be certain that the relevant tax authorities agree~~ with ~~our interpretation of these laws, or with~~ the offer ~~positions we have taken or intend to take, on tax laws applicable to our ordinary activity~~ and ~~extraordinary~~sale ~~transactions. If our tax positions are challenged by relevant tax authorities, we could face long tax proceedings and the imposition~~ of ~~additional taxes or~~ the ~~denial~~Common ofStock ~~tax~~being ~~benefits could require us to pay taxes that we currently do not collect or pay or increase the cost of our services to track and collect such taxes~~registered. WeAll ~~cannot,~~amounts ~~therefore,~~shown ~~rule~~are ~~out~~estimates ~~that~~except ~~claims~~for by the ~~tax~~SEC ~~authorities~~registration ~~may~~fee ~~give rise to burdensome~~ and ~~long tax litigation and to~~ the ~~payment~~FINRA offiling ~~significant amounts for taxes, penalties, and interest for late payment~~fee. ~~Any of these risks could increase our cost of operations or our effective tax rate and have a negative effect on our business, financial condition, operating results, and cash flows.~~

Our ability to use our net operating loss carryforwards may be limited.


	Amount to be Paid
SEC registration fee	$	88,581
FINRA filing fee		96,714
Printing expenses		180,000
Legal fees and expenses		500,000
Accounting fees and expenses		75,000
Miscellaneous fees and expenses		10,000
Total	$	950,295

AsItem ~~of December 31, 2024, we had $511~~14.~~6 million~~ ofIndemnification ~~U.S. federal and $188.6 million~~ of ~~U.S.~~Directors state net operating loss (“NOL”) carryforwards available to reduce future taxable income. While the federal NOL carryforwards generally can be carried forward indefinitely, state NOL carryforwards begin to expire in the year ending December 31, 2039. It is possible that we will not generate taxable income in time to use these NOL carryforwards before their expiration or at all. Under legislative changes made in December 2017, U.S. federal NOL carryforwards incurred in 2018 and ~~in future years may be carried forward indefinitely, but the deductibility of such~~ Officers.

45Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except where the director or officer breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend, or approved a stock repurchase in violation of Delaware corporate law, or obtained an improper personal benefit. Our certificate of incorporation will provide for this limitation of liability.

~~Table~~Section 145 of ~~Contents~~the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was, is, or is threatened to be made, party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, were, or are a party to any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee, or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

~~NOL carryforwards is limited. In addition, the federal and state NOL carryforwards and certain tax credits may be subject to significant limitations under~~ Section ~~382~~145 ~~and~~further ~~Section 383~~authorizes ~~of the Code (as defined herein), respectively, and similar provisions of state law. Under those sections of the Code, if~~ a corporation ~~undergoes an “ownership change,” the corporation’s ability~~ to ~~use~~purchase ~~its pre-change NOL carryforwards~~ and maintain toinsurance ~~offset~~on ~~its~~behalf ~~post-change~~of ~~income~~any orperson ~~tax~~who ~~may be limited. In general, an “ownership change” will occur if there~~ is aor ~~cumulative~~was ~~change in our ownership by “5-percent stockholders” that exceeds 50 percentage points over~~ a ~~rolling~~director, ~~three-year~~officer, ~~period.~~employee, ~~Similar rules may apply under state tax laws. Future issuances~~ or ~~sales~~agent of our Common Stock, including certain transactions involving our Common Stock that are outside of our control, could result in future “ownership changes.” “Ownership changes” that have occurred in the ~~past~~corporation or ~~that~~is ~~may~~or ~~occur~~was inserving ~~the~~at ~~future could result in~~ the ~~imposition~~request of ~~an annual limit on~~ the ~~amount~~corporation ofas ~~pre-ownership~~a ~~change~~director, ~~NOL~~officer, ~~carryforwards~~employee, ~~and~~or ~~other~~agent ~~tax~~of ~~attributes~~another wecorporation ~~can use to reduce our taxable income~~or enterprise, ~~potentially~~against ~~increasing~~any ~~and accelerating our~~ liability ~~for~~asserted ~~income~~against ~~taxes~~him and ~~also~~incurred ~~potentially~~by ~~causing~~him those tax attributes to expire unused. States may impose other limitations on the use of our NOL carryforwards. We may have undergone an ownership change within the previous five years, and we may undergo one in ~~connection~~any ~~with future transactions. Any limitation on using NOL carryforwards could, depending on the extent of~~ such ~~limitation and the NOL carryforwards previously used~~capacity, ~~result~~or inarising usout ~~retaining less cash after payment~~ of ~~U.S.~~his ~~federal~~status ~~and~~as ~~state income taxes during any year in which we have taxable income~~such, ~~rather~~whether ~~than~~or ~~losses,~~not ~~than~~the wecorporation would otherwise ~~retain~~have ifthe ~~such~~power ~~NOL~~to ~~carryforwards~~indemnify ~~were~~him ~~available~~under ~~as an offset against such income for U~~Section 145.S. ~~federal and state income tax purposes. As a result, such limitations on our NOL carryforwards could adversely impact our operating results.~~

~~Risks~~II-1 ~~Related to Our Indebtedness~~

Our ~~substantial~~bylaws ~~indebtedness~~will ~~could~~provide ~~materially~~that ~~adversely~~we ~~affect~~will indemnify our ~~financial~~directors ~~condition~~and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

We have aentered ~~substantial~~or intend ~~amount of indebtedness and may incur additional indebtedness in the future. On November 7, 2025, we amended our New Credit Agreement~~ to ~~increased~~enter ~~commitments~~into ~~under~~indemnification ~~the~~agreements ~~Revolving Facility by $135.0 million. On November 10, 2025, in connection~~ with ~~our~~each ~~financing~~ of ~~the~~our ~~SciTec~~executive ~~acquisition,~~officers weand ~~borrowed $260~~directors.0 inThe ~~aggregate~~indemnification ~~principal~~agreements ~~amount~~provide ~~under~~the ~~our~~executive ~~New~~officers ~~Credit~~and ~~Agreement.~~directors Wewith ~~have~~contractual ~~historically~~rights ~~relied on a substantial amount of debt~~ to ~~finance~~indemnification, ~~our~~expense ~~operations~~advancement, and reimbursement ~~investments and may continue~~ to ~~be reliant on such financing in~~ the ~~future.~~fullest ~~For~~extent apermitted ~~discussion~~under of the ~~risks associated with our indebtedness, see “Risk Factors—Risks Related to Our Indebtedness—Our substantial indebtedness could materially adversely affect our financial condition~~DGCL.”

~~Our~~The ~~substantial~~indemnification ~~indebtedness~~rights ~~under~~set ~~the~~forth ~~New~~above ~~Credit~~shall ~~Agreement~~not ~~could~~be exclusive of any other right which an indemnified person may have ~~important~~or ~~consequences~~hereafter toacquire ~~the~~under ~~holders~~any statute, provision of our ~~Common~~certificate ~~Stock~~of incorporation or bylaws, ~~including~~agreement, ~~the~~vote ~~following:~~of stockholders or disinterested directors, or otherwise.

•We ~~making~~maintain itstandard ~~more~~policies ~~difficult~~of ~~for~~insurance usthat toprovide ~~satisfy~~coverage (1) to our ~~obligations~~directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to ~~our~~indemnification ~~and~~payments ~~our~~that ~~subsidiaries’~~we ~~other~~may ~~debt;~~make to such directors and officers.

•Item ~~limiting~~15. ~~our~~Recent ~~and~~Sales ~~our~~of ~~subsidiaries’~~Unregistered ~~ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements;~~Securities.

•The ~~requiring~~following sets forth information regarding securities sold or issued by us toin ~~dedicate~~the athree ~~substantial~~years ~~portion~~preceding the date of ~~our~~this ~~cash~~registration statement. ~~flows~~No tounderwriters ~~debt~~were ~~service~~involved ~~payments~~in these sales. There was no general solicitation of investors or advertising, ~~thereby~~and ~~reducing~~we did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the ~~amount~~offering of these ~~cash~~shares. ~~flows~~In ~~available~~each ~~for~~of ~~working~~the ~~capital,~~transactions ~~capital~~described ~~expenditures~~below, ~~acquisitions~~the recipients of the securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate ~~other~~legends ~~general~~were ~~corporate~~affixed ~~purposes;~~to the securities issued in these transactions.

•In ~~increasing~~the ~~our~~three ~~vulnerability~~years topreceding ~~general~~the ~~adverse~~date ~~economic~~of ~~and~~this registration ~~industry~~statement, ~~conditions;~~we have made sales of the following unregistered securities:

• ~~exposing~~Between usFebruary to2023 ~~the~~and ~~risk~~January of2024, ~~increased~~we ~~interest~~issued ~~rates,~~and tosold ~~the~~an ~~extent~~aggregate ~~any~~of 11,159,044 shares of our ~~borrowings~~Series ~~are~~C Preferred Stock at ~~variable~~a ~~rates~~purchase price of ~~interest;~~$16.0640 per share to nine (9) accredited investors.

46• Between July 2023 and August 2024, we issued Series J Preferred Stock Warrants to two (2) accredited investors, to purchase an aggregate of 646,464 shares of our Series J Preferred Stock at an exercise price of $21.1725.

~~Table~~• In February 2024, we issued and sold an aggregate of ~~Contents~~67,853 shares of our Series M Preferred Stock at a purchase price of $16.0640 per share to one (1) accredited investor in exchange for a credit on the Company’s customer account with the purchaser in the amount of $1,090,000.

• ~~limiting~~In March 2024, we issued and sold an aggregate of 5,992 shares of our ~~flexibility~~Series inM ~~planning~~Preferred ~~for~~Stock ~~and~~at ~~reacting~~a purchase price of $16.0640 per share to ~~changes~~one (1) accredited investor in exchange for services rendered to the ~~industry~~Company in ~~which~~the weamount ~~compete;~~of $96,250.

• ~~placing~~In usJune 2023, we issued and sold an aggregate of 2,766,249 shares of our Series M Preferred Stock at a ~~disadvantage~~purchase ~~compared~~price of $16.0640 per share to ~~other,~~one ~~less~~(1) ~~leveraged~~accredited ~~competitors;~~investor ~~and~~as part of the consideration for the acquisition of Spaceflight, Inc.

• ~~increasing~~Between October 2024 and April 2025, we issued and sold an aggregate of 20,850,926 shares of our ~~cost~~Series D-1 Preferred Stock at a purchase price of ~~borrowing~~$16.9213 share to forty-two (42) accredited investors.

• In ~~addition~~April 2025, ~~the~~we ~~New~~issued ~~Credit Agreement contains~~ and ~~agreements~~sold ~~governing~~an ~~our~~aggregate ~~future~~of ~~borrowing may contain~~550,951 ~~financial~~shares ~~covenants that require us to maintain certain liquidity and cash flow metrics, as well as restrictive covenants that limit our and certain~~ of our ~~subsidiaries’~~Series ~~ability~~D-3 toPreferred ~~engage~~Stock inat ~~activities~~a ~~that~~purchase ~~may~~price beof ~~in our long-term best interest~~$18.1504 ~~Our~~per ~~failure~~share to ~~comply~~one ~~with~~(1) ~~those~~accredited ~~covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all our debt~~investor. ~~See “Description of Certain Indebtedness.”~~

WeII-2 and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the New Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are, or are expected to be, subject to a number of qualifications and exceptions, and the amount of additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute “indebtedness” under the New Credit Agreement.

We• ~~may~~In ~~need~~July to2025, ~~refinance~~we ~~all~~issued orand asold ~~portion~~an aggregate of ~~our indebtedness on or before the maturity thereof. Depending on market conditions~~2,811,065 weshares ~~may~~of ~~not~~our beSeries ~~able~~D-4 toPreferred ~~obtain~~Stock ~~such~~at ~~financing~~a onpurchase ~~commercially~~price ~~reasonable~~of ~~terms or at all~~$20.8900 ~~Failure~~per share to ~~refinance~~thirteen ~~our~~(13) ~~indebtedness~~accredited ~~could have a material adverse effect on us~~investors.

We• ~~may~~Between ~~not~~October be2024 ~~able~~and toNovember ~~generate~~2024, ~~sufficient~~we ~~cash~~issued toCommon ~~service~~Stock ~~all~~Warrants ofto ~~our~~eleven ~~indebtedness~~(11) ~~and~~accredited ~~may~~investors, ~~be forced~~ to ~~take~~purchase ~~other~~an ~~actions~~aggregate toof ~~satisfy~~1,044,707 ~~our~~shares ~~obligations~~of ~~under~~Common ~~our~~Stock ~~indebtedness,~~at ~~which~~an ~~may~~exercise ~~not~~price beof ~~successful~~$0. 9112.

~~Our~~• ~~ability~~From toJune ~~make~~2022 ~~scheduled~~through ~~principal~~May ~~and interest payments on or refinance our debt obligations depends on our financial condition and operating performance~~2025, ~~which~~we ~~are~~granted ~~subject~~stock options to ~~prevailing~~purchase ~~economic~~an ~~and~~aggregate ~~competitive~~of ~~conditions and to financial~~10, ~~business~~218,572 ~~legislative,~~shares ~~regulatory,~~of ~~and~~Common ~~other~~Stock ~~factors,~~upon ~~some~~the exercise of ~~which~~options ~~are~~under ~~beyond~~ our ~~control.~~2017 WePlan ~~cannot~~at beexercise ~~sure~~prices ~~that~~per ~~our~~share ~~business~~ranging ~~will generate sufficient cash flows~~ from ~~operating~~$0.81 ~~activities,~~to ~~or that future borrowings will be available~~$0.91, tofor ~~permit~~an usaggregate toexercise ~~pay~~price ~~the~~of ~~principal~~approximately ~~and interest on our indebtedness~~$8.8 million.

If• ~~our~~In ~~cash~~August ~~flows and capital resources are insufficient to fund our debt service obligations~~2024, we ~~could~~issued ~~face~~$25 ~~substantial~~million ~~liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose~~ of ~~material~~subordinated ~~assets~~convertible ornotes ~~operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able~~ to ~~effect~~two ~~any~~(2) ~~such~~accredited ~~alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations~~investors. The New Credit Agreement restricts, and any agreement governing any debt we incur in the future may restrict, our ability to dispose of assets and use the proceeds from those dispositions and also limits our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. See “Description of Certain Indebtedness.”

~~Additionally,~~• ifIn weOctober ~~cannot make scheduled payments on our debt~~2025, ~~we will be~~ in ~~default,~~connection ~~and~~with the ~~outstanding~~acquisition ~~principal amount~~ of ~~indebtedness thereunder may be accelerated~~SciTec, ~~commitments~~we toissued ~~loan money may be terminated and/or assets securing such borrowings may be foreclosed against~~11, ~~as applicable in the relevant debt instrument~~111,116 ~~and~~shares weof ~~could~~Common beStock ~~forced~~valued ~~into~~at ~~bankruptcy~~approximately ~~or liquidation~~$555.6 ~~Any~~million of(based ~~these~~on ~~events~~an ~~could~~agreed ~~result~~price inper ~~you~~share ~~losing all or a portion~~ of ~~your investment in the Common Stock~~$50. 00).

~~Agreements~~The ~~governing~~offers, sales, and issuances of our ~~current~~preferred stock and ~~future~~warrants ~~indebtedness~~described ~~will~~above ~~contain~~were ~~covenants~~deemed ~~that~~to ~~restrict~~be ~~our~~exempt ~~current~~from ~~and~~registration ~~future~~in ~~operations~~reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act. The offers, ~~including~~sales, ~~our~~and ~~ability~~issuances of stock options described above were deemed to ~~respond~~be exempt from registration in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act as transactions pursuant to ~~changes~~benefit orplans and contracts relating to ~~take~~compensation ~~certain~~as ~~actions~~provided under Rule 701. The recipients in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof.

~~The~~Item New Credit Agreement contains, and any future indebtedness agreements we enter into will likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and may limit our and our subsidiaries’ abilities to engage in acts that may be in our long-term best interest16. ~~See~~Exhibits ~~“Description of Certain Indebtedness.” These covenants may include restrictions on our~~ and ~~our~~Financial ~~subsidiaries~~Statement ~~abilities to:~~ Schedules.

•(a) ~~incur~~Exhibits ~~additional indebtedness and guarantee indebtedness;~~

47The exhibits to this registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

~~Table~~(b) ofFinancial ~~Contents~~Statement Schedules

•Financial ~~pay~~statement ~~dividends~~schedules orare ~~make~~omitted ~~other~~because ~~distributions~~the required information is not applicable, not required or ~~repurchase~~included in the financial statements or ~~redeem~~the ~~our~~notes ~~capital~~thereto ~~stock;~~included in the prospectus that forms a part of this registration statement.

•Item ~~prepay,~~17. ~~redeem, or repurchase junior debt;~~Undertakings.

•The ~~issue~~undersigned ~~certain~~registrant ~~preferred~~hereby ~~stock~~undertakes orto ~~similar~~provide ~~equity~~to ~~securities;~~the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

•Insofar ~~make~~as ~~loans~~indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and ~~investments;~~controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

•II-3 ~~sell assets or property, except in certain circumstances;~~

•The ~~sell~~undersigned orregistrant ~~license~~hereby ~~intellectual~~undertakes ~~property,~~that: ~~except in certain circumstances;~~

•(1) ~~incur~~For ~~liens~~purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;

•(2) ~~dispose~~For the purpose of ~~our~~determining ~~assets;~~any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

•II-4 ~~enter into transactions with affiliates;~~

•EXHIBIT ~~modify~~INDEX ~~or waive certain material agreements in a manner that is adverse in any material respect to the lenders;~~

• enter into agreements restricting our subsidiaries’ ability to pay dividends; and


Exhibit Number		Description of Document

1.1*		Form of Underwriting Agreement.

3.1		Amended and Restated Certificate of Incorporation of Firefly Aerospace Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2025).

3.2		Amended and Restated Bylaws of Firefly Aerospace Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2025).

4.1		Description of common stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2026).

4.2		Registration Rights Agreement, dated as of August 8, 2025, by and among Firefly Aerospace Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2025).

4.3		Form of Warrant to Purchase Series J Preferred Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2026).

5.1*		Opinion of Kirkland & Ellis LLP.

10.1		Form of Indemnification Agreement between Firefly Aerospace Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 28, 2025).

10.2+		Amended and Restated Firefly Aerospace Inc. 2017 Stock Plan, as amended through the date hereof (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 11, 2025).

10.3+		Form of Stock Option Agreement pursuant to the Amended and Restated Firefly Aerospace Inc. 2017 Stock Plan (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 11, 2025).

10.4+		Firefly Aerospace Inc. Performance-Based, Incentive Compensation Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 11, 2025).

10.5+		Firefly Aerospace Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2025).

10.6+		Firefly Aerospace Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2025).

10.7+		Form of Restricted Stock Unit Award Agreement under the Firefly Aerospace Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 28, 2025).

10.8+		Form of Option Award Agreement under the Firefly Aerospace Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 28, 2025).

10.9+		Form of Performance Stock Unit Award Agreement under the Firefly Aerospace Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2025).

•II-5 make fundamental changes in our business, corporate structure, or capital structure, including, among other things, entering into mergers, acquisitions, consolidations, and other business combinations or selling all or substantially all of our assets.

As a result of these restrictions, we may be:


Exhibit Number		Description of Document

10.10		Director Nomination Agreement, dated as of August 6, 2025, by and among Firefly Aerospace Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2025).

10.11		Amended and Restated Consulting Agreement, dated as of August 8, 2025, between Firefly Aerospace Inc. and AE Industrial Operating Partners, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2025).

10.12		Credit Agreement, dated as of August 8, 2025, among Firefly Aerospace Inc., the other loan parties party thereto, the lenders and issuing banks party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2025).

10.13		First Amendment to Credit Agreement, dated as of November 7, 2025, among Firefly Aerospace Inc., the other loan parties party thereto, the lenders and issuing banks party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2025).

10.14		Agreement and Plan of Reorganization, by and among Firefly Aerospace Inc., Big Bend RV Merger Sub, Inc., Big Bend FW Merger Sub, LLC, SciTec, Inc., SciTec Holdco, Inc., the Sellers named therein and the Sellers’ Representative named therein, dated as of October 5, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 6, 2025).

10.15		Second Amendment to Credit Agreement dated as of April 3, 2026, among Firefly Aerospace Inc., the other loan parties party thereto, the lenders and issuing banks party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2026).

10.16+		Firefly Aerospace Inc. Amended Executive Severance Plan, dated as of April 15, 2026 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2026).

10.17+		Employment Letter and Participation Agreement, dated as of April 16, 2026, by and between Firefly Aerospace Inc. and Jason Kim (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2026).

10.18+		Employment Letter and Participation Agreement, dated as of April 16, 2026, by and between Firefly Aerospace Inc. and Darren Ma (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2026).

10.19+		Employment Letter and Participation Agreement, dated as of April 16, 2026, by and between Firefly Aerospace Inc. and Ramon Sanchez (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2026).

21.1		List of Significant Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 17, 2025).

23.1*		Consent of Grant Thornton LLP, independent registered accounting firm.

23.2*		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).

24.1*		Power of Attorney (included on signature page).

107*		Calculation of the Filing Fee Table.

+		Indicates a management contract or compensatory plan or agreement.

*		Filed herewith.

•II-6 ~~limited in how we conduct our business;~~

•SIGNATURES ~~unable to raise additional debt or equity financing to operate during general economic or business downturns; or~~

•Pursuant ~~unable~~ to ~~compete~~the ~~effectively~~requirements orof the Securities Act of 1933, the registrant has duly caused this registration statement to ~~take~~be ~~advantage~~signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~new~~Cedar ~~business~~Park ~~opportunities~~State of Texas, on May 26, 2026.

~~These~~Firefly ~~restrictions~~Aerospace ~~may affect our ability to grow in accordance with our strategy~~Inc. IfBy: we/s/ ~~incur~~Jason ~~indebtedness~~Kim ~~provided~~Jason orKim ~~guaranteed~~Chief byExecutive ~~the U.S. government, we may be subject to additional restrictions on our operations, including limitations on employee headcount and compensation reductions and other cost reduction activities.~~ Officer

48II-7

~~Table~~POWER ofOF ~~Contents~~ATTORNEY

~~Risks~~KNOW ~~Related~~ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Kim, Darren Ma, and Remington Wu, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to ~~This~~sign ~~Offering~~any and ~~Ownership~~all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of ~~Our~~1933, ~~Common~~as ~~Stock~~amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

~~The~~Pursuant ~~market~~to ~~price~~the requirements of ~~our~~the ~~Common~~Securities ~~Stock~~Act ~~may be volatile or may decline steeply or suddenly regardless~~ of ~~our~~1933, ~~operating~~this ~~performance.~~registration ~~You~~statement ~~may~~has ~~not~~been besigned ~~able~~by tothe ~~resell~~following ~~your~~persons ~~shares~~in ~~at or above~~ the capacities ~~price you pay for them,~~ and ~~you~~on ~~may~~the ~~lose~~dates ~~all or part of your investment~~indicated.

The market price of our Common Stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:


Signature	Title	Date

/s/ Jason Kim Jason Kim	Chief Executive Officer & Director (Principal Executive Officer)	May 26, 2026

/s/ Darren Ma Darren Ma	Chief Financial Officer (Principal Financial Officer)	May 26, 2026

/s/ Remington Wu Remington Wu	Chief Accounting Officer (Principal Accounting Officer)	May 26, 2026

/s/ Kirk Konert Kirk Konert	Director	May 26, 2026

/s/ Christopher Emerson Christopher Emerson	Director	May 26, 2026

/s/ Thomas Zurbuchen Thomas Zurbuchen	Director	May 26, 2026

/s/ Pamela Braden Pamela Braden	Director	May 26, 2026

/s/ Kevin McAllister Kevin McAllister	Director	May 26, 2026

/s/ Jon Lusczakoski Jon Lusczakoski	Director	May 26, 2026

/s/ Ryan Boland Ryan Boland	Director	May 26, 2026

•II-8 ~~actual or anticipated fluctuations in our revenues or other operating results;~~

• variations between our actual operating results and the expectations of securities analysts, investors, and the financial community;

• any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information or our failure to meet expectations based on this information;

• actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors;

• additional shares of Common Stock being sold into the market by us or our existing stockholders, or the anticipation of such sales, including if existing stockholders sell shares into the market when the applicable “lock-up” periods end;

• announcements by us or our competitors of significant products or features, innovations, acquisitions, strategic partnerships, joint ventures, capital commitments, divestitures, or other dispositions;

• loss of relationships with significant suppliers or other customers;

• changes in operating performance and stock market valuations of companies in our industry, including our competitors;

• difficulties in integrating any new acquisitions we may make;

• loss of services from members of management or employees or difficulty in recruiting additional employees;

• deterioration of economic conditions in the United States and reduction in demand for our products;

• price and volume fluctuations in the overall stock market, including as a result of general economic trends;

• lawsuits threatened or filed against us, or events that negatively impact our reputation; and

• developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies.

In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect the stock prices of many companies. Often, their stock prices have fluctuated in ways unrelated or disproportionate to their operating performance. In the past, stockholders have filed securities class action litigation against companies following periods of market volatility. Such securities litigation, if instituted against us, could subject us to substantial costs, divert resources and the attention of management from our business and seriously harm our business.

Future sales of our Common Stock and other actions by existing stockholders could cause our stock price to decline.

If our existing stockholders, including employees, who have or obtain equity, sell, or indicate an intention to sell, substantial amounts of our Common Stock in the public market after the lock-up and legal restrictions on resale discussed in this prospectus lapse, the trading price of our Common Stock could decline. We have outstanding a total of 159,251,122 shares of Common Stock as of November 10, 2025. Of these shares, only the 22,190,400 shares of Common Stock sold in our initial public offering are freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by persons who are not our “affiliates” as defined in Rule 144 under the Securities Act and who have complied with the holding period requirements of Rule 144 under the Securities Act.

In connection with our IPO, we and our officers, directors, and holders of substantially all of our Common Stock and securities convertible into or exercisable for our Common Stock, including AE Industrial Partners, have agreed, subject to certain exceptions, not to dispose of or hedge any of their Common Stock or securities convertible into or exchangeable for shares of Common Stock during the period from August 6, 2025 continuing through the date 180 days after August 6, 2025, except with the prior written consent of at least two of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters.

When the lock-up period in these agreements expires, we, our officers and directors, AE Industrial Partners, and such other stockholders will be able to sell shares in the public market. In addition, two of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters may, in their sole discretion, release all or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. See “Shares Eligible for Future Sale.” Sales of a substantial number of such shares, or the perception that such sales may occur, upon the expiration or early release of the securities subject to the lock-up agreements could cause the price of our Common Stock to decline or make it more difficult for you to sell your Common Stock at a time and price that you deem appropriate.

In addition, certain of our stockholders have demand and “piggy-back” registration rights with respect to our Common Stock that they hold. See “Shares Eligible for Future Sale” for a discussion of the shares of our Common Stock that may be sold into the public market in the future, including in connection with registration rights we have granted.

Your ability to achieve a return on your investment will depend on appreciation in the price of our Common Stock because we currently do not intend to pay dividends on our Common Stock, and our indebtedness could limit our ability to pay dividends on our Common Stock.

We currently do not anticipate paying any cash dividends for the foreseeable future. In addition, the terms of our indebtedness limit our ability to pay dividends or make other distributions on, or to repurchase or redeem, shares of our capital stock. See “Description of Certain Indebtedness.” Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our Common Stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our Common Stock that will prevail in the market after this offering will ever exceed the price that you pay. See “Dividend Policy.” We cannot be sure that we will pay dividends in the future or continue to pay dividends if we do commence paying dividends.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, if they adversely change their recommendations regarding our Common Stock, or if our operating results do not meet their expectations or any financial guidance we may provide, the trading price or trading volume of our Common Stock could decline.

The trading market for our Common Stock is influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade our Common Stock, provide a more favorable recommendation regarding our competitors, or publish inaccurate or unfavorable research about our business, our Common Stock price would likely decline. If one or more analysts who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Common Stock to decline.

In addition, if we do not meet any financial guidance that we may provide to the public or if we do not meet expectations of securities analysts or investors, the trading price of our Common Stock could decline significantly. Our operating results may fluctuate significantly from period to period as a result of changes in a variety of factors affecting us or our industry, many of which are difficult to predict. As a result, we may experience challenges in forecasting our operating results for future periods.

Future issuances of our Common Stock could result in significant dilution to our stockholders, dilute the voting power of our Common Stock and depress the market price of our Common Stock.

Future issuances of our Common Stock could result in dilution to existing holders of our Common Stock. Such issuances, or the perception that such issuances may occur, could depress the market price of our Common Stock. We may issue additional equity securities from time to time, including equity securities that could have rights senior to those of our Common Stock. As a result, purchasers of shares of Common Stock in this offering bear the risk that future issuances of equity securities may reduce the value of their shares and dilute their ownership interests. Also, to the extent outstanding stock-based awards are issued or become vested, there will be further dilution to the holders of our Common Stock.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs, and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we incur significant legal, accounting, investor relations, and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC and Nasdaq, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. As a newly public company, complying with these statutes, regulations, and requirements will occupy a significant amount of time of our Board and management and will significantly increase our costs and expenses as compared to when we were a public company. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an emerging growth company, as defined by the JOBS Act. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of those costs.

Public company reporting and disclosure obligations and a broader stockholder base as a result of our status as a public company may expose us to a greater risk of claims by stockholders, and we may experience threatened or actual litigation from time to time. If claims asserted in such litigation are successful, our business and operating results could be adversely affected, and, even if claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them and the diversion of management resources, could adversely affect our business and operating results.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We are an “emerging growth company” and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our Common Stock less attractive to investors.

We are an emerging growth company, as defined in the JOBS Act, and we intend to continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, under the JOBS Act, emerging growth companies can delay the adoption of certain new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period, which may make comparison of our financial statements with those of other public companies more difficult. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

We may take advantage of these reporting exemptions until we are no longer an emerging growth company or, with respect to adoption of certain new or revised accounting standards, until we irrevocably elect to opt out of using the extended transition period. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our IPO; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Risks Related to Our Organizational Structure

AE Industrial Partners controls us, and its interests may conflict with ours or yours in the future.

As of November 10, 2025, AE Industrial Partners beneficially owned approximately 37% of our Common Stock, with each share of Common Stock entitling the holder to one vote on all matters submitted to a vote of our stockholders. Moreover, we have agreed to nominate to our board of directors certain individuals designated by AE Industrial Partners, as representative of the Investor Group, in accordance with our Director Nomination Agreement (as defined below). Pursuant to the Director Nomination Agreement, AE Industrial Partners initially has the right to nominate up to 55% of the total number of directors to our board of directors, with such number decreasing based on the percentage of our Common Stock owned by AE Industrial Partners. See “Certain Relationships and Related Party Transactions— Agreements with our Significant Stockholders—Director Nomination Agreement.” In addition, AE has received voting proxies with respect to all the shares issued in the SciTec acquisition. Even when AE Industrial Partners ceases to own shares of our Common Stock representing a majority of the total voting power, for so long as AE Industrial Partners continues to own a significant percentage of our Common Stock, it will still be able to significantly influence or effectively control the composition of our board of directors and the approval of actions requiring stockholder approval through their voting power. Accordingly, for such period of time, AE Industrial Partners will have significant influence with respect to our management, business plans, and policies, including the appointment and removal of our officers. In particular, for so long as AE Industrial Partners continues to own a significant percentage of our Common Stock, AE Industrial Partners will be able to cause or prevent a change of control of our Company or a change in the composition of our board of directors, and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Common Stock as part of a sale of our Company and ultimately might affect the market price of our Common Stock.

AE Industrial Partners engages in a broad spectrum of activities, including investments in our industry generally. In the ordinary course of their business activities, AE Industrial Partners may engage in activities where their interests conflict with our interests or those of our other stockholders, such as investing in or advising businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. Our certificate of incorporation provides that none of AE Industrial Partners, any of its affiliates, or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or its affiliates has any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. AE Industrial Partners also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, AE Industrial Partners may have an interest in pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to you or may not prove beneficial.

Provisions in our certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Common Stock.

Our certificate of incorporation and bylaws contain provisions that could depress the trading price of our Common Stock by acting to discourage, delay or prevent a change of control of our company or changes in our management that our stockholders may deem advantageous. In particular, our certificate of incorporation and bylaws:

• establish a classified board of directors so that not all members are elected at one time, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

• permit our board of directors to establish the number of directors and fill any vacancies (including vacancies resulting from an expansion in the size of our board of directors), except in the case of the vacancy of directors appointed pursuant to the Director Nomination Agreement (in which case such vacancy would be filled in accordance with such agreement);

• establish limitations on the removal of directors following the Trigger Date (as defined herein);

• authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

• provide that our board of directors is expressly authorized to make, alter, or repeal our bylaws without stockholder approval and that stockholders may adopt, amend, alter, or repeal our bylaws by the affirmative vote of a majority of the voting power of our outstanding Common Stock (other than certain specified bylaws which, following the Trigger Date, will require the affirmative vote of two-thirds of our outstanding Common Stock);

• restrict the forum for certain litigation against us to Delaware;

• provide that stockholders may not act by written consent following the Trigger Date, which would require stockholder action to be taken at an annual or special meeting of our stockholders;

• prohibit stockholders from calling special meetings following the Trigger Date, which would delay the ability of our stockholders to force consideration of a proposal or to take action, including with respect to the removal of directors; and

• establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings, other than with respect to AE Industrial Partners prior to the Trigger Date, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

Section 203 of the Delaware General Corporation Law (the “DGCL”) prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person, individually or together with any other interested stockholder, who owns or within the last three years has owned 15% of our voting stock, unless the business combination is approved in a prescribed manner. We have elected to opt out of Section 203 of the DGCL. However, our certificate of incorporation will contain a provision that is of similar effect, except that it will exempt from its scope AE Industrial Partners, any of its affiliates and certain of their respective direct or indirect transferees as described under “Description of Capital Stock—Anti-Takeover Provisions.”

Any provision of our certificate of incorporation, our bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Common Stock and could also affect the price that some investors are willing to pay for our Common Stock. See “Description of Capital Stock—Anti-Takeover Provisions.”

Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders and the federal district courts of the United States as the exclusive forum for litigation arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or agents.

Pursuant to our certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any claims in state court for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, other employees, or stockholders to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws, or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, does not apply to suits to enforce a duty or liability created by Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and our certificate of incorporation will also provide that, unless we consent in writing to the selection of an alternative forum and to the fullest extent permitted by law, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and our certificate of incorporation will provide that neither the exclusive forum provision nor our federal forum provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Our certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our certificate of incorporation described above. The forum selection provision in our certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. If the enforceability of our forum selection

provisions were to be challenged, we may incur additional costs associated with resolving such challenge. While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provisions to be inapplicable or unenforceable with respect to one or more of these specified types of actions or proceedings, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition, results of operations, cash flows, and prospects and result in a diversion of the time and resources of our employees, management, and board of directors.

Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities.

Under our certificate of incorporation, neither of AE Industrial Partners nor any of its respective portfolio companies, funds, or other affiliates, nor any of its officers, directors, employees, agents, stockholders, members, or partners have any duty to refrain from engaging, directly, or indirectly, in the same business activities, similar business activities, or lines of business in which we operate. In addition, our certificate of incorporation provides that, to the fullest extent permitted by law, no officer or director of ours who is also an officer, director, employee, agent, stockholder, member, partner, or affiliate of either of AE Industrial Partners are be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to AE Industrial Partners, instead of to us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, agent, stockholder, member, partner or affiliate has directed to AE Industrial Partners. For example, a director of our company who also serves as an officer, director, employee, agent, stockholder, member, partner, or affiliate of AE Industrial Partners, or any of their respective portfolio companies, funds, or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations, or prospects if attractive corporate opportunities are allocated by AE Industrial Partners to itself or its respective portfolio companies, funds, or other affiliates instead of to us. A description of our obligations related to corporate opportunities under our certificate of incorporation are more fully described in “Description of Capital Stock—Corporate Opportunity.”

We are a “controlled company” within the meaning of the rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements.

Pursuant to the Director Nomination Agreement, AE Industrial Partners controls a majority of the voting power of our outstanding voting stock with respect to the election of our directors, and as a result we are a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that:

• a majority of the board of directors consist of independent directors;

• the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We intend to utilize these exemptions as long as we remain a controlled company. As a result, we may not have a majority of independent directors and our nominating and corporate governance committee and compensation committee may not consist entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Pursuant to Rule 10C-1 under the Exchange Act, Nasdaq has adopted amendments to its listing standards that require, among other things, that:

• compensation committees be composed of fully independent directors, as determined pursuant to new independence requirements;

• compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel, and other committee advisors; and

• compensation committees be required to consider, when engaging compensation consultants, legal counsel, or other advisors, certain independence factors, including factors that examine the relationship between the consultant or advisor’s employer and us.

As a “controlled company,” we are not subject to these compensation committee independence requirements. See “Management—Controlled Company Exemption.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Many statements included in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors.” In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, statements about potential new products and product innovation, statements regarding the expected benefits of the acquisition of SciTec, Inc. (“SciTec”), and other statements regarding our future and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this prospectus are forward-looking statements.

Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

• our failure to manage our growth effectively and our ability to achieve and maintain profitability;

• the potential for delayed or failed launches, and any failure of our launch vehicles and spacecraft to operate as intended;

• our inability to manufacture our launch vehicles, landers, or orbital vehicles at a quantity and quality that our customers demand;

• the hazards and operational risks that our products and service offerings are exposed to, including the wide and unique range of risks due to the unpredictability of space;

• the market for commercial launch services for small- and medium-sized payloads not achieving the growth potential we expect;

• disruptions in U.S. government operations and funding and budgetary priorities for the U.S. government could have a material adverse effect on our revenues, earnings and cash flows, and disruptions in government operations may negatively impact regulatory approvals and guidance that are important to our operations;

• our dependence on contracts entered into in the ordinary course of business and our dependence on major customers and vendors;

• we may not be successful in developing new technology;

• uncertain global macro-economic and political conditions, including the implementation of tariffs;

• the failure of our information technology systems, physical or electronic security protections;

• the inability to operate Alpha at our anticipated launch rate or finalize the development and delivery of Eclipse;

• our failure to realize the expected benefits of the SciTec acquisition, and integrate any future acquisitions, including personnel, systems, and business processes;

• the scarcity or unavailability of critical components or raw materials used to manufacture our products or used in our development programs;

• the fluctuation of our operating results;

• adverse publicity stemming from any incident involving us, our competitors, or our customers;

• the failure to adequately protect our proprietary intellectual property rights;

• shortfalls in available external R&D funding;

• our ability to comply with our contractual obligations;

• our failure to establish and maintain important relationships with government agencies and prime contractors;

• risks relating to the laws, security requirements, regulations and policies applicable to government contracting;

• the inability to realize our backlog;

• the dependence on our facilities;

• evolving government laws and regulations;

• the Company’s ability to implement and maintain effective internal control over financial reporting in the future;

• our inability to generate sufficient cash to service all of our indebtedness; and

• the other factors set forth under “Risk Factors.”

We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described under “Risk Factors” and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot be sure that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in, or implied by, the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe that information forms a reasonable basis for such statements, that information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus or to conform such statements to actual results or revised expectations, except as required by law. We

may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not rely on our forward-looking statements in making your investment decision. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, market data and industry information used throughout this prospectus is based on management’s knowledge of the industry and the good faith estimates of management. We have also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information. All of the market data and industry information used in this prospectus involves a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, neither we nor the underwriters can guarantee the accuracy or completeness of this information and neither we nor the underwriters have independently verified this information. Additionally, from time to time, these sources may change their input information or methodologies, which may change the related results. While we believe the estimated market position, market opportunity, and market size information included in this prospectus is generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

USE OF PROCEEDS

All of the securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.

The Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accounting firm.

DIVIDEND POLICY

We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not anticipate paying any cash dividends in the foreseeable future. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our current and future debt instruments, our future earnings, capital requirements, financial condition, prospects, and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits.

See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” and “Description of Certain Indebtedness.”

MARKET INFORMATION

On August 7, 2025, the Common Stock began trading on the Nasdaq under the symbol “FLY”. On November 12, 2025, the closing sale price of our Common Stock was $18.31 per share. As of November 10, 2025, there were approximately 950 registered holders of our Common Stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented. You should read the following discussion and analysis of the Company’s financial condition and results of operations together with the sections entitled “Prospectus Summary—Summary Consolidated Financial Data,” “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and our unaudited condensed consolidated and audited consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements, including statements regarding our expectations for the future of our business and our liquidity and capital resources as well as other non-historical statements. These statements are based upon our current plans, expectations, and beliefs, and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Overview

Our company is a market leading space and defense technology company providing comprehensive mission solutions to national security, government, and commercial customers with an established track record of success. Our mission is to enable responsive and reliable launch, transit, and operations in space for our national security and commercial customers across the globe. Backed by our world-class team and proven technology, we have designed, developed, and deployed our class leading launch vehicles and dynamic spacecraft solutions, to support critical customer missions across the space domain. As a leader of responsive mission solutions and the only commercial company to achieve a fully successful Moon landing, we are a partner of choice for national security, government, and commercial customers for their critical space missions. As a U.S.-based company, our purpose-built family of products aligns with the ongoing paradigm shift in government missions and procurement processes, where speed, dependability, efficiency, and economics drive customer decision-making.

We operate as a single reportable segment and serve this critical domain through our differentiated and scalable platform of Launch and Spacecraft Solutions. Our offerings include:

Launch: Our launch vehicles provide dedicated and responsive launch capabilities for national security, government, and commercial customers. We are the only U.S. company with a liquid-powered orbital launch vehicle in the 1,000-kilogram payload class.

Our Alpha launch vehicle employs a distinct combination of technologies designed to ensure high performance and efficiency at low cost. It uses a unique lightweight, rigid, and thermally insulated carbon composite technology for both the primary rocket structure as well as the propellant tanks, which ensures more of the usable mass goes to the mission payload. Alpha is also powered by our patented tap-off cycle engine technology, which is more efficient than legacy systems and provides greater reliability by employing fewer parts than those in traditional rocket engines. We have utilized this proprietary technology to develop and test all our rocket engines in-house. Alpha has five engines: four first stage Reaver engines, and one second stage Lightning engine. In addition to its track record of successful, dedicated, and responsive launch, Alpha is also designed to support testing of hypersonic payloads, providing significant growth opportunities for hypersonic deterrents, reconnaissance, and future national security needs. We are also expanding our launch pad operations from Vandenberg Space Force Base to add Virginia’s Mid-Atlantic Regional Spaceport on Wallops Island and the Esrange Space Center in Sweden to support more missions, customers, and additional launch cadence opportunities. The Sweden launch pad is intended to expand Alpha production and operations to strategic international locations to service the European, UK, Japan, South Korea, Middle East, and Australia regions, which we expect will provide the foundation for a future business model to service the global market.

Eclipse is powered by eight Firefly-developed engines: seven first-stage Miranda engines and one second-stage Vira engine. The Miranda engine is built using the same engine architecture and patented tap-off cycle as the Reaver engine, while the Vira engine is based on Alpha’s second-stage vacuum-optimized Lightning engine. These common technologies are facilitating the fast, cost-efficient, and reliable development of Eclipse. Eclipse is being built to serve national security, commercial, and international launch markets at competitive pricing. Eclipse’s first

stage is designed to be reusable, lowering production costs and improving cycle times for this launch platform. We are planning to construct a refurbishment facility that will facilitate this reusability. The first launch of Eclipse is expected to take place from Virginia’s Mid-Atlantic Regional Spaceport on Wallops Island, and Eclipse is designed to be compatible with additional launch ranges on the East and West Coasts of the United States.

Spacecraft Solutions: Firefly is the only company to achieve a fully successful Moon landing, completing all 17 objectives set out before launch. We expect our Blue Ghost lander to fly annual missions to the Moon, with payload services customized to the technology and exploration goals of our customers. Offering ride-share opportunities and dedicated missions, Blue Ghost is built to host and deliver payloads nearly anywhere on the lunar surface. Blue Ghost Mission 2 will land on the far side of the Moon and conduct at least 10 days of lunar surface operations with the Blue Ghost lander, with an Elytra Dark spacecraft supporting as a communications relay. Elytra Dark is one of three Elytra configurations supporting on-orbit servicing missions. This Elytra Dark spacecraft is expected to remain operational in lunar orbit for up to five years. Mission 2 is fully manifested with both NASA and commercial payloads, including a commercial rover and a ride-sharing international satellite. Blue Ghost Mission 3, already under contract from NASA, has selected Blue Origin as the partner to deliver their rover to the lunar surface. Firefly recently was awarded Blue Ghost Mission 4 by NASA for landing at the Moon’s south pole region. Additionally, we have been selected by a proprietary commercial customer for a separate dedicated Blue Ghost lander mission.

Elytra is a dynamic spacecraft that is highly maneuverable and extensible to perform hundreds of Rendezvous Proximity Operations (“RPO”) in support of Space Domain Awareness and Warfighting missions, long-range communications relay missions, on-orbit edge processing missions, and advanced Space Exploration missions. Blue Ghost and Elytra are highly complementary and compatible technologies that share a common core. Most of Elytra’s core hardware and software were proven at a variety of orbits through Blue Ghost’s successful Mission 1. As part of our end-to-end space services, Elytra offers robust on-orbit solutions and responsive defense capabilities when and where customers need them. As of April 2025, Elytra is contracted to perform a responsive on-orbit mission in support of the DoD’s Defense Innovation Unit (“DIU”) Sinequone Project. During this mission, Elytra will serve as a space maneuver vehicle to perform a series of on-orbit tasks including space domain awareness in Low Earth Orbit (“LEO”). Available to launch on Alpha and Eclipse, our Elytra vehicles are positioned to service the entire lifecycle of government and commercial missions. This unique interoperability makes Firefly a one-stop shop and partner of choice for national security, government, and commercial customers requiring these capabilities.

SciTec: On October 31, 2025, we closed the acquisition of SciTec, Inc., a leader in advanced national security technologies, to: (i) bolster Firefly’s hardware with AI-enabled defense software proven in operations for missile warning and defense; intelligence, surveillance and reconnaissance; space domain awareness; remote sensing and analysis; and autonomous command and control; (ii) advance Firefly’s defense capabilities for critical national security programs, including Golden Dome, with a full suite of hardware and software for space-based interceptor missions, hypersonic test missions, and space domain awareness missions; and (iii) add more than 475 employees with multi-phenomenology systems proficiency, and software developer expertise. The financial results of SciTec will be included in our consolidated financial results following the closing date of the acquisition, and no historical periods ended prior to such date have been or are expected to be adjusted to give effect to the SciTec acquisition.

Customers: Our track record of success and our reputation as a trusted provider for our customers results in a highly attractive, diversified business model defined by significant backlog and cash flow visibility. Strong customer demand backs our financial profile with approximately $1.3 billion in backlog as of September 30, 2025 and multi-launch agreements across our product lines. Underpinning our financial profile is the combination of efficient contract structure and milestone-based billing. Before launch, we typically have collected approximately 90% of the total contract value, which is highly advantageous as production ramps. We are also differentiated in our ability to successfully execute on fixed firm price contracts. We are ahead of the curve as the industry shifts in favor of fixed firm price contracts and are well-positioned to capitalize on this change.

As the space market continues to grow and evolve, we are well positioned to serve our customers’ most complex missions with rapid response times and purpose-built solutions. Our collaborations with leading national security agencies and aerospace companies, such as Lockheed Martin Corporation, Northrop Grumman, L3Harris, the U.S. Space Force (“Space Force”), Space Development Agency (“SDA”), National Reconnaissance Office (“NRO”), and NASA demonstrate the value and criticality of our new space defense and technology leadership in this market.

Operations: We strategically deployed capital to build state-of-the-art infrastructure to design, produce, test, and manufacture our products to the highest standard at a regular cadence. Our three primary facilities – corporate headquarters, Hive spacecraft facility, and Rocket Ranch manufacturing and testing site–are only 25 miles apart, providing unique proximity between design, manufacturing, and production. The proximity of our core facilities enables agile and rapid vehicle development and production at lower cost versus competitors.

Our purpose-built research and development (“R&D”), manufacturing, and testing footprint is the product of significant investments and the backbone of our manufacturing process. We designed our advanced manufacturing process through years of optimization that now allow us to replicate our additional facilities with significantly less capital outlay. Each of our launch sites were chosen intentionally to enhance flexibility for our customers. Our early investment in cutting-edge technology and best-in-class facilities is a competitive advantage, creating a platform primed for continued growth. As we scale, we have and expect to continue to replicate our proprietary manufacturing and testing processes, resulting in reduced cycle times and further capital efficiency.

With the acquisition of SciTec, we are adding data centers, modeling and simulation labs, mission operations centers, and classified infrastructure with six locations strategically positioned near key space and defense customers.

Additionally, we have deep, long-term relationships with our key suppliers. By maintaining a vertically integrated manufacturing process, we are less reliant on the timelines of outside suppliers and reduce risk within our supply chain.

Our full suite of manufacturing capabilities is supplemented by four launch sites, which will continue to enhance flexibility and responsiveness for our missions. We are currently launching from the Vandenberg Space Force Base launch site in California. Additional launch sites are under construction at Virginia’s Mid-Atlantic Regional Spaceport on Wallops Island and the Esrange Space Center in Sweden, and future launch pad capacity will be unlocked from expansion at Cape Canaveral Space Force Station in Florida. Our significant scale and unique blueprint are strategically planned to support our increasing launch cadence as we grow.

Backlog

We view growth in backlog as a key measure of our business growth. Backlog represents our estimate of the revenue we expect to realize in future periods as a result of performing work on contracts that have been awarded to us (net of any revenue already recognized as of the backlog date). We include the aggregate expected revenue of awarded contracts in our backlog upon the execution of a legally binding agreement, even though our contracts include certain termination rights exercisable by our customers with advance notice. Deferred revenue recognized on our condensed consolidated balance sheets consists of payments and billings that we have received in excess of revenue that we have recognized. Because cash receipts from these contracts have not been recognized into revenue, they are included in our backlog calculation.

We view growth in backlog as a key measure of our future business prospects. We monitor our backlog because we believe it is a forward-looking indicator of potential sales which can be helpful to investors in evaluating the performance of our business and identifying trends over time. Although backlog reflects business associated with contracts that are considered to be firm, terminations, amendments, or contract cancellations may occur, which could result in a reduction in our total backlog and potential future revenue that never gets recognized.

($ in thousands)		As of September 30,2025				As of December 31,2024
Backlog		$	1,278,266			$	1,098,793

The increase in backlog from December 31, 2024 to September 30, 2025 was primarily due to Blue Ghost Mission 4, two new contracts for Alpha and two new contracts for engineering services related to the development of launch facilities on Wallops Island, Virginia and Esrange Space Center in Sweden.

The following amounts relate to executed multi-launch agreements where the missions have not yet been scheduled as of the backlog date. These amounts are included as part of the total backlog.

	As of September 30,				As of December 31,
(in thousands)	2025		2024		2024		2023
Multi-launch agreement backlog	$	344,800	$	368,450	$	344,800	$	—

Trends and Key Factors Affecting Performance

Macroeconomic Pressures

In recent years, geopolitical instability, including wars and conflicts, as well as impacts from other global events, have resulted in opportunities for companies in the space and defense technology market. However, certain disruptions to the global economy, including market disruptions, monetary, and fiscal policy uncertainty, supply chain challenges, high interest rates and inflationary pressures have contributed to an inflationary environment that has adversely affected, and may continue to adversely affect, the price and availability of certain products and services necessary for our operations, which in turn may adversely impact our business and operating results. In addition, the global trade environment is uncertain and rapidly evolving. Tariffs imposed by the U.S. presidential administration or retaliatory tariffs announced by other countries could result in a trade war. The impact of tariffs on our business and results of operations will depend on their timing, duration, and magnitude.

Government Environment and Regulations

Our industry is affected by government budget and spending levels, changes in demand, changes in policy positions or priorities, the domestic and global political and economic environment, and the evolving nature of the space and defense sectors. In particular, the expansion of adversarial budgets to fund the development of hypersonic technologies poses a direct threat to the U.S., fueling this market momentum. Any changes in budget and spending levels, policies, or priorities, including the current emphasis by the U.S. presidential administration on access to space, may have an adverse impact on our business and operating results. In addition, U.S. government procurement regulations impose various operational requirements on government contractors. Non-compliance with any of these regulations could materially adversely affect our operating results.

Pace of Government Expenditures and Private Enterprise Investment in the Space Economy

Our future growth is largely dependent on our ability to continue to capitalize on increased government spending and private investment in the space economy. Government expenditures and private enterprise investment have fueled our growth in recent years and have resulted in our continued ability to secure increasingly valuable contracts for products and services as well as the ability to continue financing the growth and development of our business. We expect the continued availability and growth of government expenditures and private investment in the space economy will be an important contributor to increased purchases of our products and services; however, any delays or reductions in appropriations for our programs and changes in U.S. government priorities and spending levels more broadly may negatively impact our business.

As of the date of this report the U.S. government has been shut down since October 1, 2025, and the duration of the shutdown is unknown. A continuing prolonged U.S. government shutdown or the adoption of a “continuing resolution” requiring the government to operate on funding levels equivalent to its prior fiscal year, could have an adverse impact on our results and growth plans. Additionally, a prolonged shutdown and any subsequent lapse in federal funding could cause U.S. federal government agencies to reduce their purchases under contracts, exercise their right to terminate contracts, or delay or pause new programs or funding existing programs, all of which could decrease our revenue and materially adversely impact our business, revenue, results of operations, and financial condition.

Ability to Continue the Expansion of Launch and Spacecraft Mission Operations

The launch market is rapidly expanding, with significant demand for launch and spacecraft solution and services. Our success and ability to generate higher revenue will depend in large part on our ability to expand our Launch and Spacecraft Solutions offerings and to continue the deployment and development of our launch vehicles.

We expect to continue to ramp up our launch cadence as we increase our production rate on Alpha rockets, and complete development of Eclipse. We successfully completed our first lunar landing on March 2, 2025, with additional Blue Ghost missions planned in 2026 and 2028. Empowered by our successful Blue Ghost mission and common technologies across spacecraft, we believe we are well positioned to unlock adjacent markets and contracts via our multi-mission orbital vehicle, Elytra. Any delays in commencing our missions, including due to delays or cost overruns in obtaining licenses or other regulatory approvals, launch delays or failures, such as the event on September 29, 2025 during the testing of our Alpha Flight 7 rocket at our facility in Briggs, Texas, which resulted in damage to the test stand, or entering into future agreements with additional customers could adversely impact our ability to generate revenue, results of operations and growth plans. We have approximately $1.3 billion in backlog, as of September 30, 2025, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our backlog.

Ability to Improve Profit Margins and Scale our Business

The growth of our business is dependent on our ability to improve our profit margins over time while successfully scaling our business, including through continued investment in initiatives to improve our operating leverage. We believe continued reduction in costs and an increase in production and service volumes will enable a reduction of the cost of launch vehicles and an improvement of our gross margins. As we increase our launch cadence, we expect to be able to continue to improve our cost structure as fixed and overhead costs are amortized over a greater number of launches. Revenue, net income, and the timing of our cash flows also depend on our ability to perform on our contracts, and profitability can fluctuate depending on the mix of contracts awarded. To manage these fluctuations, we have implemented several strategies, such as closely monitoring project and related services timelines to anticipate cash flow needs. Despite these measures, the inherent variability in milestone achievements means that quarter-to-quarter comparisons of our results of operations may not necessarily be indicative of future performance.

Ability to Continue to Innovate and Expand our Service Offerings

To continue gaining market share and attracting customers, we plan to continue to make substantial investments in R&D for the continued enhancements of our Launch and Spacecraft Solutions. Our growth opportunity is dependent on our continued ability to expand our addressable launch market, win lunar and orbital missions and expand our portfolio of services related to those offerings. For instance, building on our launch, lander, transit, and operations success with Alpha and Blue Ghost, we are on track for our spacecraft offerings to facilitate payload hosting services, transport services, utility services, and data services in LEO, Medium Earth Orbit, and Geosynchronous Earth Orbit. We plan to continue to forge strategic partnerships with industry leaders to enhance our technological capabilities and market reach.

Components of Results of Operations

Revenue – Our revenue is primarily derived from long-term contracts to provide launch and integration services for payloads requiring transportation into orbit via launch vehicles and to provide end-to-end services for the transportation of payloads.

Launch revenue includes revenues from contracts with commercial and government entities to provide launch and integration services for payloads requiring transportation into orbit via launch vehicles. These contracts may include milestone payments and deposits. We consider the performance obligation to be the initiation of the launch and recognize revenue at that point in time. We also enter into contracts with our customers to provide engineering services, related components, and develop and provide licenses to intellectual property. In these cases, our service obligation is satisfied over time since the tasks are performed according to the customer’s specifications, which creates an asset with no alternative use to us and we have an enforceable right to payment for performance completed to date.

Spacecraft Solutions revenue includes revenue from contracts with commercial and government entities to provide end-to-end services to transport payloads to the Moon. These contracts include milestone payments and deposits. We consider the performance obligation to be the end-to-end commercial payload services. These contracts typically require that the customer make milestone payments as specific conditions and tasks are performed. Our payload services obligation is satisfied over time since the tasks are performed according to the customer’s specifications, which creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.

For all revenue streams, we consider milestone payments that are contingent on the success of a mission to be variable consideration. We assess the likelihood of success of a mission at inception and may defer the recognition of some or all of the variable consideration until success of the mission is assured.

We perform work under contracts that broadly consist of fixed-price, cost-reimbursable, time-and-materials arrangements, or a combination of the three. Pricing is contractually based on specific negotiations with each customer. Advanced payments and billings for milestones in excess of revenues recognized are recorded as current and non-current deferred revenue in our consolidated balance sheets and recognized into revenue as the Company satisfies the underlying performance obligations. Occasionally we recognize revenue in advance of customer billings which creates a contract asset recorded within other current assets.

For fixed-price contracts satisfied over time, progress is measured using a cost-to-cost method, which accurately reflects the transfer of control to the customer. This method assesses the extent of progress based on the ratio of costs incurred to date against the total estimated costs to complete the performance obligation. Estimating total costs to complete requires us to make informed estimates regarding subcontractor performance, material costs and availability, labor costs and productivity, as well as overhead expenses. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to complete are revised, delivery schedules are delayed, performance-based milestones are not achieved, or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profit from period to period can fluctuate significantly depending on when contractual obligations are achieved.

Should the estimated total costs to be incurred on a contract surpass the anticipated total revenue, we recognize a provision for the entire loss on the contract in the period when the loss is identified. For further discussion of the critical judgments and estimates related to our revenue recognition policies, see the section titled “Critical Accounting Estimates.”

Cost of Sales – primarily consists of raw materials, salaries and benefits, depreciation and amortization, and other costs directly attributable to fulfilling our obligations under customer contracts. Costs of sales are expensed as incurred. We expect our cost of sales to increase in absolute dollars in future periods as we sell more services and as our products mature to technological feasibility and reach full-rate production.

Research and Development – includes employee and contractor compensation, supplies and materials for new service development, depreciation and amortization, and regulatory compliance costs. Research and development costs are expensed as incurred. We expect to continue investing in research and development and, accordingly, expect our research and development expenses to vary as we continue to invest in developing and improving our services, and as the Company’s products reach technological feasibility and full-rate production.

Selling, General, and Administrative – includes personnel-related expenses, depreciation and amortization, and facilities-related costs primarily for our executive, marketing, finance, accounting, legal, and human resources functions. Selling, general, and administrative expenses also include expenses related to advertising, insurance, sales commission and fees for professional services principally consisting of legal, audit, and tax, as well as executive management expenses. Selling, general, and administrative expenses are expensed as incurred. We expect to incur additional selling, general, and administrative expenses as we begin operations as a public company, including expenses related to compliance with public company reporting obligations, and increased costs for insurance, investor relations, and professional services. As a result, we expect that our selling, general, and administrative expenses will increase in future periods and vary from period to period as a percentage of revenue.

Loss on Disposal of Fixed Assets – reflects the losses associated with the disposal of property and equipment outside the normal course of business operations.

Change in Fair Value of Warrant Liability – represents the period-over-period remeasurement gain or loss recognized related to our liability-classified warrants.

Loss on Extinguishment of Debt – represents the excess of the reacquisition price over the carrying amount of debt upon repayment.

Interest Expense, Net – consists primarily of interest expense incurred on borrowings under our Credit Facility and interest income earned on cash and cash equivalents.

Other (Expense) Income, Net – reflects miscellaneous income and expense unrelated to our core business activities.

Provision for Income Taxes – consists of an estimate for federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a valuation allowance to offset all federal and state net deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under ASC 740, Income Taxes.

Results of Operations

Comparison of the Nine Months Ended September 2025 to the Nine Months Ended September 2024

The following table sets forth a summary of our results of operations for the periods indicated, and the changes between periods.

	For the Nine Months EndedSeptember 30,
($ in thousands)	2025			2024			$ Change			% Change
Revenue	$	102,182		$	51,758		$	50,424			97%
Cost of sales		87,477			42,959			44,518			104%
Gross profit		14,705			8,799			5,906			67%
Operating expenses
Research and development		142,549			107,037			35,512			33%
Selling, general, and administrative		47,243			32,173			15,070			47%
Loss on disposal of fixed assets		—			1,824			(1,824	)		*
Total operating expenses		189,792			141,034			48,758			35%
Loss from operations		(175,087	)		(132,235	)		(42,852	)		(32%	)
Other expense, net
Change in fair value of warrant liability		(47,257	)		(372	)		(46,885	)		*
Loss on extinguishment of debt		(30,400	)		—			(30,400	)		*
Interest expense, net		(9,067	)		(14,149	)		5,082			36%
Other income (expense), net		4,528			(258	)		4,786			*
Total other expense, net		(82,196	)		(14,779	)		(67,417	)		(456%	)
Loss before provision for income taxes		(257,283	)		(147,014	)		(110,269	)		(75%	)
Provision for income taxes		—			—			—			—
Net loss and comprehensive loss	$	(257,283	)	$	(147,014	)	$	(110,269	)		(75%	)

* not meaningful

Revenue

The following table sets forth a summary of our revenue by type for the periods indicated, and the changes between comparative periods.

	For the Nine MonthsEnded September 30,
($ in thousands)	2025		2024		$ Change		% Change
Launch revenue	$	20,943	$	17,523	$	3,420		20%
Spacecraft Solutions revenue		81,239		34,235		47,004		137%
Total revenue	$	102,182	$	51,758	$	50,424		97%

Total revenue increased by $50.4 million, or 97%, to $102.2 million during the nine months ended September 30, 2025 from $51.8 million during the nine months ended September 30, 2024, primarily driven by the factors discussed below.

Launch Revenue

Launch revenue increased by $3.4 million, or 20%, to $20.9 million during the nine months ended September 30, 2025 from $17.5 million during the nine months ended September 30, 2024, primarily driven by engineering services fees related to the development of launch facilities, which commenced during 2025.

Spacecraft Solutions Revenue

Spacecraft Solutions revenue increased by $47.0 million, or 137%, to $81.2 million during the nine months ended September 30, 2025 from $34.2 million during the nine months ended September 30, 2024. The increase was primarily driven by the successful Blue Ghost Mission 1, including a $10.0 million contract addendum for the provision of additional science and operational data. Increases from the continued growth in our Spacecraft Solutions programs across product offerings were offset by a $9.6 million decrease related to the one-time Transporter-10 and KAIST missions in the first and second quarters of 2024, respectively.

Cost of Sales

Cost of sales increased by $44.5 million, or 104%, to $87.5 million during the nine months ended September 30, 2025 from $43.0 million during the nine months ended September 30, 2024, aligning with the increase in revenue from the completion of our successful Blue Ghost Mission 1 during the first quarter of 2025, Eclipse program development, and engineering services fees related to the development of launch facilities, offset by nonrecurring costs incurred related to the one-time Transporter-10 and KAIST missions in the first and second quarters of 2024, respectively.

Research and Development

Research and development costs increased by $35.5 million, or 33%, to $142.5 million during the nine months ended September 30, 2025 from $107.0 million during the nine months ended September 30, 2024. This was primarily driven by a $28.7 million increase in Alpha and Eclipse development costs, with the remainder related to nonrecurring Blue Ghost and Elytra development and other internal R&D investments.

On September 29, 2025, during testing at Firefly’s facility in Briggs, Texas, the first stage of Firefly’s Alpha Flight 7 rocket experienced an event that resulted in damage to the test stand. The event resulted in no material impact to the Company’s results of operations, as the affected test stand was fully depreciated prior to the event. The Company wrote-off certain test stand assets of $1.8 million against previously accumulated depreciation during the nine months ended September 30, 2025 as a result of the event.

Selling, General, and Administrative

Selling, general, and administrative expenses increased by $15.1 million, or 47%, to $47.2 million during the nine months ended September 30, 2025 from $32.2 million during the nine months ended September 30, 2024. This increase was driven primarily by $11.6 million one-time transaction costs and stock-based compensation expense associated with the IPO, and other nonrecurring transaction costs. The remaining increase was driven by headcount and information technology costs related to the expansion of our corporate operations.

Interest Expense, Net

Interest expense, net decreased by $5.1 million, or 36%, to $9.1 million during the nine months ended September 30, 2025 from $14.1 million during the nine months ended September 30, 2024. This reflects both an increase in interest income driven by money market returns on our IPO proceeds, and a decrease in interest expense due to the payoff of the Term Loans with a portion of the IPO proceeds.

Provision for Income Taxes

Our provision for income taxes consists of an estimate for federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a valuation allowance to offset all federal and state net deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under ASC 740, Income Taxes.

Comparison of the Year Ended 2024 to the Year Ended 2023

The following table sets forth a summary of our consolidated results of operations for the years indicated, and the changes between periods.

	For the Year EndedDecember 31,
($ in thousands)	2024			2023			$ Change			% Change
Revenue	$	60,792			55,235		$	5,557			10%
Cost of sales		72,157			28,635			43,522			152%
Gross (loss) profit		(11,365	)		26,600			(37,965	)		(143%	)
Operating expenses
Research and development		149,498			117,871			31,627			27%
Selling, general, and administrative		46,848			40,605			6,243			15%
Loss (gain) on disposal of fixed assets		1,742			(1	)		1,743			*
Total operating expenses		198,088			158,475			39,613			25%
Loss from operations		(209,453	)		(131,875	)		(77,578	)		(59%	)
Other expense
Interest expense, net		(20,373	)		(3,963	)		(16,410	)		(414%	)
Other (expense) income, net		(1,307	)		381			(1,688	)		(443%	)
Total other expense, net		(21,680	)		(3,582	)		(18,098	)		(505%	)
Loss before provision for income taxes		(231,133	)		(135,457	)		(95,676	)		(71%	)
Provision for income taxes		—			—			—			—
Net loss and comprehensive loss	$	(231,133	)	$	(135,457	)	$	(95,676	)		(71%	)

* not meaningful

Revenue

The following table sets forth a summary of our consolidated revenue by type for the periods indicated, and the changes between comparative periods.

	For the Year EndedDecember 31,
($ in thousands)	2024		2023		$ Change			% Change
Launch revenue	$	22,631	$	33,017	$	(10,386	)		(31)%
Spacecraft Solutions revenue		38,161		20,912		17,249			82%
Other revenue		—		1,306		(1,306	)		*
Total revenue	$	60,792	$	55,235	$	5,557			10%

* not meaningful

Total revenue increased by $5.6 million in 2024, or 10%, to $60.8 million in 2024 from $55.2 million in 2023, driven primarily by the factors discussed below.

Launch Revenue

Launch revenue decreased by $10.4 million in 2024, or 31%, to $22.6 million in 2024 from $33.0 million in 2023, primarily driven by a decrease of $20.2 million in revenue from the Alpha program as launches decreased from two in 2023 to one in 2024. This was partially offset by an increase in revenue of $9.8 million from the Eclipse program based on additional progress on an existing contract as the program approaches its first delivery.

Spacecraft Solutions Revenue

Spacecraft Solutions revenue increased by $17.3 million in 2024, or 82%, to $38.2 million in 2024 from $20.9 million in 2023, primarily driven by a $12.3 million increase in Blue Ghost revenue through the completion of multiple customer milestones and a $6.8 million increase due to completion of the launch for the Korea Advanced Institute of Science and Technology.

Cost of Sales

Cost of sales increased by $43.5 million in 2024, or 152%, to $72.2 million in 2024 from $28.6 million in 2023, primarily driven by increases of $10.7 million in Launch costs and increases of $33.8 million in Spacecraft Solutions costs. The increase in Launch costs was primarily due to progress on the element of the Eclipse program that has been successfully commercialized. The increase in Spacecraft Solutions costs was primarily due to increased spending related to Blue Ghost. This was partially offset by a decrease of $1.0 million in cost of sales related to the sale of a Reaver engine in 2023 that did not reoccur in 2024.

Research and Development

R&D increased by $31.6 million in 2024, or 27%, to $149.5 million in 2024 from $117.9 million from 2023, primarily driven by increases of $13.8 million in payroll and compensation costs and $1.7 million in contractors and outside services due to headcount increases to support continued development of Eclipse and Elytra. There were also increases of $9.7 million in material and supplies costs primarily due to the element of the Eclipse program still under development, increases of $4.5 million in depreciation and amortization related to the completion of test stands and manufacturing facilities that were placed in service during the year to support R&D activities, and increases of $1.4 million in buildings and utilities due to increased electricity used in construction projects.

Selling, General, and Administrative

Selling, general, and administrative increased by $6.2 million in 2024, or 15%, to $46.8 million in 2024 from $40.6 million in 2023, primarily driven by increases of $1.6 million in management fees to our private equity sponsor and $2.2 million in additional financial and legal costs related to our Series D financing, net of issuance costs. Depreciation and amortization increased $1.4 million related to construction projects that were completed and

placed in service. Additionally, building and utilities costs increased by $2.9 million, training costs increased by $0.6 million, and non-income taxes increased by $0.4 million due to the overall expansion of our operations. These increases were partially offset by a decrease in compensation costs of $2.9 million due to lower bonus expenses in 2024 relative to 2023.

Loss (Gain) on Disposal of Fixed Assets

Loss on disposal of fixed assets was $1.7 million in 2024, driven by the loss on the disposal of fixed assets and the write off of property and equipment related to an exited contract. There was no similar activity in 2023.

Interest Expense, Net

Interest expense, net increased by $16.4 million in 2024, or 414%, to $20.4 million in 2024 from $4.0 million in 2023, driven by increases of $8.4 million in the amortization of debt issuance costs and increases of $7.7 million in interest expense, which were due to a full year of interest expenses incurred on the debt issued in July and December 2023. There was also a decrease in interest income of $0.3 million from 2023 to 2024 due to a decrease in interest rates.

Provision for Income Taxes

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net loss adjusted for interest (income) expense, net, provision for income taxes, depreciation and amortization, stock-based compensation expense, the change in fair value of warrant liabilities, loss (gain) on disposal of fixed assets, loss on extinguishment of debt, certain one-time costs related to the IPO, transaction related expenses, and certain other items that are not expected to recur in the future or that management does not view as reflective of the performance of the business. In addition to net loss, we use Adjusted EBITDA to evaluate our business, measure its performance, and make strategic decisions.

We believe that Adjusted EBITDA provides useful information to management, investors, and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net loss is the U.S. GAAP measure most directly comparable to Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net loss.

Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

The table below presents our Adjusted EBITDA, reconciled to our net loss for the periods indicated:

	For the Nine MonthsEnded September 30,						For the Year EndedDecember 31,
($ in thousands)	2025			2024			2024			2023
Net loss	$	(257,283	)	$	(147,014	)	$	(231,133	)	$	(135,457	)
Adjusted for:
Interest (income) expense, net		9,067			14,149			20,373			3,963
Depreciation and amortization		14,363			6,519			12,545			4,707
Stock-based compensation expense		5,191			1,296			1,841			1,612

	For the Nine MonthsEnded September 30,						For the Year EndedDecember 31,
($ in thousands)	2025			2024			2024			2023
Change in fair value of warrant liability		47,257			372			3,079			147
Loss on disposal of fixed assets		—			1,824			1,742			(1	)
Loss on extinguishment of debt		30,400			—			—			—
One-time costs related to the IPO(1)		8,012			—			—			—
Transaction-related expenses		1,528			—			—			—
Other(2)		97			33			985			1,087
Adjusted EBITDA	$	(141,368	)	$	(122,821	)	$	(190,568	)	$	(123,942	)

(1) Represents costs incurred related to the IPO that do not meet the direct and incremental criteria per SEC Staff Accounting Bulletin Topic 5.A to be netted against the gross proceeds of the offering and that are not expected to recur in the future.

(2) Other includes loss on foreign exchange and executive severance.

Free Cash Flow

Free Cash Flow is a non-GAAP financial measure. We define Free Cash Flow as net cash used in operating activities, less purchases of property and equipment. We believe that Free Cash Flow is a meaningful indicator of liquidity that provides information to management and investors about the amount of cash generated from or used in operations that, after purchases of property and equipment, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet.

Free Cash Flow has limitations as a liquidity measure, and you should not consider it in isolation or as a substitute for analysis of our cash flows as reported under U.S. GAAP. Free Cash Flow may be affected in the near to medium term by the timing of capital investments, fluctuations in our growth and the effect of such fluctuations on working capital, and changes in our cash conversion cycle.

The following table presents a reconciliation of net cash used in operating activities, the most directly comparable financial measure presented in accordance with U.S. GAAP, to Free Cash Flow:

	For the Nine MonthsEnded June 30,						For the Year EndedDecember 31,
($ in thousands)	2025			2024			2024			2023
Net cash used in operating activities	$	(137,665	)		(117,393	)	$	(157,650	)	$	(93,434	)
Purchases of property and equipment		(20,757	)		(30,041	)		(32,697	)		(77,248	)
Free Cash Flow	$	(158,422	)	$	(147,434	)	$	(190,347	)	$	(170,682	)

Non-GAAP financial measures have important limitations as analytical tools and you should not consider non-GAAP financial measures in isolation or as a substitute for analyses of our operating results or cash flows as reported under U.S. GAAP. Non-GAAP financial measures may be defined differently by other companies in our industry and may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual obligations, debt service, acquisitions, and other commitments with cash flows from operations and other sources of funding. Our principal sources of liquidity to date have included amounts raised through issuances of equity capital and borrowings under our financing agreements.

Our expected primary uses of cash on a short and long-term basis are for working capital requirements, capital expenditures, R&D, debt service requirements, and other general corporate purposes. Our primary working capital requirements are for project execution activities including purchases of materials, subcontracted services and payroll, which fluctuate during the year, driven primarily by the timing and extent of activities required on new and existing projects.

As of September 30, 2025, our working capital position was in a surplus, in which our current assets exceeded our current liabilities. We often make advanced payments to suppliers for services that have not yet been received that are recorded as current or non-current assets depending on whether they are expected to be settled within a year. Additionally, as of September 30, 2025, our current deferred revenue totaled $95.2 million. This is primarily due to the timing and nature of our deferred revenue where advanced payments and billings in excess of revenues recognized are recorded as deferred revenue and recognized into revenue as the Company satisfies the underlying performance obligation. Due to the nature of our supplier and customer contracts as well as the timing of payments, we expect to continue to fluctuate between a surplus and a deficit of net working capital.

Our ability to generate sufficient liquidity from our ongoing operations and capital markets transactions in order to meet our obligations and operating needs will enable us to continue our business operations. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and/or may be unable to advance growth initiatives, either of which could adversely impact our business, financial condition, and results of operations.

As of September 30, 2025, our cash and cash equivalents amounted to $995.2 million, and our financial debt amounted to $30.2 million. We have a limited history of operations and have incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $979.2 million as of September 30, 2025. We believe that our cash will be adequate to meet our liquidity requirements for at least the next 12 months. Our future long-term capital requirements will depend on several factors, including our ability to raise additional capital and, over time, our ability to generate positive cash flows from operations.

Our liquidity is affected by government budget and spending levels. If a prolonged government shutdown occurs, we could be at risk of reduced orders, program cancellations, and other disruptions and nonpayment. However, we do not have anticipated or owed payments from our government contracts through the end of the fiscal year that will have a significant impact on our liquidity and our cash on hand is expected to be adequate to meet our liquidity requirements for the foreseeable future.

On August 8, 2025, we completed an IPO of 22.2 million shares of our Common Stock, including the fully exercised over-allotment option of 2.9 million shares granted to the several underwriters, at a public offering price of $45.00 per share, for an aggregate offering price of $998.6 million. We received net proceeds of $932.5 million, net of $57.4 million of underwriting discounts and commissions and $11.2 million of offering costs.

Debt

Prior Credit Agreement

On July 17, 2023, we entered into a credit agreement (as further amended from time to time, the “Original Credit Agreement”) among the Company and various lenders and U.S. Bank Trust Company, N.A. in its capacity as collateral agent for the lenders. The Original Credit Agreement provided term loan commitments in the aggregate principal amount of $136.1 million. The Original Credit Agreement consisted of a term loan commitment of $103.5 million (“Term A Loans”) and a term loan commitment of $32.6 million (“Term B Loans” and, together with the Term A Loans, the “Term Loan Facility”). Borrowings under the Term Loan Facility bore interest at a fixed rate on the unpaid principal amount thereof of 13.875% provided that the fixed rate for Term Loan B Fixed Rate would increase to 19.135% in July 2026. All obligations under the Original Credit Agreement were guaranteed by the Company and certain subsidiaries of the Company and were secured by substantially all the Company’s assets. The Term Loan Facility was expected to mature on July 17, 2028. The Original Credit Agreement contained customary mandatory prepayments, customary affirmative covenants and negative covenants, and a minimum cash financial covenant.

The obligations under the Original Credit Agreement (collectively, “Credit Agreement Obligations”) were guaranteed (the “Credit Agreement Guarantees”) by the Company’s existing and future direct and indirect material wholly-owned subsidiaries, subject to customary exceptions (in such capacity, the “Credit Agreement Guarantors”). The Credit Agreement Obligations were secured by first priority liens on substantially all assets, subject to customary exceptions, of the Company and the Credit Agreement Guarantors.

As of June 30, 2025, there were approximately $136.1 million in principal borrowings outstanding on the Term Loan Facility, consisting of $103.5 million outstanding on Term Loan A and $32.6 million outstanding on Term Loan B.

On August 8, 2025, we used a portion of the net proceeds from the IPO to repay all of the borrowings under the Original Credit Agreement, together with the specified prepayment premium of $11.4 million, and accrued interest.

See Note 9 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

New Credit Agreement

On August 8, 2025, we entered into a new revolving credit agreement (the “New Credit Agreement”) providing for a senior secured revolving credit facility (the “Revolving Credit Facility”) in the aggregate principal amount of $125.0 million, including a sublimit for the issuance of letters of credit in an amount up to $15.0 million and a sublimit for swingline loans in an amount up to $7.5 million.

The Revolving Credit Facility matures on August 8, 2028. The loans under the Revolving Credit Facility bear interest at a variable rate per annum equal to, at our option, either (a) term SOFR plus a 3.00% spread or (b) an alternative base rate (as set forth in the New Credit Agreement) plus a 2.00% spread. A commitment fee of 0.375% per annum is applied on the unused commitments under the Revolving Credit Facility.

The Revolving Credit Facility is guaranteed by certain of our wholly-owned domestic subsidiaries and secured by substantially all of our assets and the assets of certain of our subsidiaries, in each case, subject to customary exceptions.

The Revolving Credit Facility contains customary affirmative and negative covenants, including limitations on our ability and certain of our subsidiaries’ abilities, to (i) incur additional debt; (ii) create liens; (iii) make certain investments, loans and advances; (iv) sell assets; (v) pay dividends or make distributions or make other restricted payments; (vi) voluntarily prepay certain other indebtedness; (vii) engage in mergers or consolidations; (viii) change the business we and certain of our subsidiaries conduct; (ix) engage in certain transactions with affiliates; (x) enter into agreements that restrict dividends from subsidiaries; and (xi) amend certain charter documents and material agreements governing subordinated and junior indebtedness.

In addition, the Revolving Credit Facility requires us to comply with the following financial covenants (subject to certain equity cure rights):

• Maintenance of minimum liquidity of $50.0 million, tested as of the last day of each fiscal quarter (commencing with the fiscal quarter ending December 31, 2025).

• Maintenance of minimum of free cash flow of negative $325.0 million (subject to increasing thresholds) tested as of the last day of each fiscal quarter (commencing with the fiscal quarter ending December 31, 2025).

• At our election, and upon our achieving positive consolidated EBITDA (as calculated under the New Credit Agreement) (a “Leverage Covenant Triggering Event”), the minimum liquidity covenant and the minimum free cash flow covenant will no longer be applicable, and our sole financial covenant following a Leverage Covenant Triggering Event will be maintenance of maximum first lien net leverage ratio not to exceed 4.00:1.00, tested as of the last day of each fiscal quarter.

The Revolving Credit Facility also contains customary events of default, including, among others: (i) failure to pay principal, interest, fees or other amounts under the Revolving Credit Facility when due taking into account any applicable grace period; (ii) any representation or warranty proving to have been incorrect in any material respect when made; (iii) failure to perform or observe covenants or other terms of the Revolving Credit Facility subject to certain grace periods; (iv) a cross default with respect to other material indebtedness; (v) bankruptcy and insolvency events; (vi) a “change of control” and (vii) the invalidity or impairment of any loan document or any security interest.

On November 7, 2025, the Company amended the credit agreement, which provides the Company with the Revolving Credit Facility. The amendment, among other things, increased the commitments under the Revolving Credit Facility by $135.0 million for an aggregate principal amount of $260.0 million. The Revolving Credit Facility will mature on August 8, 2028.

Borrowings under the Revolving Credit Facility may vary significantly from time to time depending on our cash needs at any given time. As of September 30, 2025, no amounts were drawn under the Revolving Credit Facility.

Preferred Stock and Warrants

We have historically sourced a significant portion of our liquidity through preferred stock issuances. We have had multiple issuances that have raised $925.2 million, net of issuance costs, since inception.

On July 10, 2025, our Board of Directors declared a dividend (the “Preferred Stock Dividend”) payable in shares of our Common Stock in respect of all accrued and unpaid dividends on the Company’s outstanding shares of Series C, Series D-1, Series D-2, and Series D-3 Preferred Stock held as of July 11, 2025. We paid the Preferred Stock Dividends on July 16, 2025, upon receipt of consents that were required from certain third parties, and issued approximately 3.3 million shares of Common Stock to the then-existing holders of our Series C, Series D-1, Series D-2, and Series D-3 Preferred Stock.

On August 8, 2025, in connection with the closing of our IPO, all outstanding shares of preferred stock were converted into 105.8 million shares of Common Stock. In addition, in connection with the IPO, all outstanding common warrants were automatically exercised into 1.0 million shares of Common Stock. In addition, 0.6 million shares of Common Stock are reserved for issuance upon exercise of Series J Preferred Stock warrants to purchase preferred stock.

On July 27, 2025, the Company’s Board of Directors declared a dividend (the “IPO Closing Preferred Stock Dividend”) payable in cash in respect of all unpaid dividends on the Company’s outstanding shares of Series C, Series D-1, Series D-2, and Series D-3 Preferred Stock that had accrued following July 11, 2025 through the conversion of such Preferred Stock into shares of Common Stock on August 8, 2025 in connection with the completion of the IPO. On August 28, 2025, the Company paid the IPO Closing Preferred Stock Dividend in an aggregate amount of $5.0 million in cash.

Cash Flows

The following table summarizes our cash flows, for the periods indicated:

	For the Nine Months Ended June 30,
($ in thousands)	2025			2024
Net cash used in operating activities	$	(137,665	)	$	(117,393	)
Net cash used in investing activities	$	(20,757	)	$	(30,041	)
Net cash provided by financing activities	$	1,016,855		$	91,712

Net Cash Used in Operating Activities

Net cash used in operating activities increased by $20.3 million, or 17%, to $137.7 million for the nine months ended September 30, 2025 compared to $117.4 million for the nine months ended September 30, 2024, primarily due to a year over year increase in net loss of $110.3 million, partially offset by a net increase in cash related to changes in operating assets and liabilities of $5.2 million and a net increase in non-cash expenses of $84.8 million.

The net increase in cash related to changes in operating assets and liabilities of $5.2 million was primarily attributable to favorable timing of cash receipts and cash payments. We actively manage our accounts receivable and contract liabilities, along with the related aging and collection efforts.

The net increase in non-cash expenses for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily driven by a $7.0 million increase in depreciation and amortization expense due to additional construction projects being placed into service, a $46.8 million increase in non-cash expense related to the change in fair value of warrant liability, the $30.4 million loss on extinguishment of debt upon the repayment of the Term Loans, and a $1.2 million decrease in non-cash interest expense.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $9.3 million, or 31%, to $20.8 million during the nine months ended September 30, 2025 compared to $30.0 million during the nine months ended September 30, 2024, reflecting a decrease in cash purchases of property and equipment of $9.3 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities increased by $925.1 million, or 1,009%, to $1.0 billion for the nine months ended September 30, 2025 compared to $91.7 million for the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, net cash provided by financing activities primarily consisted of $943.7 million of proceeds from the IPO and $235.5 million in net proceeds from the issuance of Preferred Stock. This was offset by $131.5 million primarily driven by the repayment of the Term Loans.

During the nine months ended September 30, 2024, net cash provided by financing activities primarily consisted of $22.2 million of proceeds from the issuance of convertible preferred stock. Additionally, $49.0 million was raised from the issuance of notes payable.

Contractual Obligations and Commitments

Lease Commitments

We lease buildings, launch sites, office facilities, machineries, and computer equipment. These leases are classified as operating or financing leases with various expiration dates through 2042. Our total remaining lease obligations as of September 30, 2025 are $14.3 million, with $1.4 million due in less than one year. See Note 8 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for more information regarding our lease commitments.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.

Critical Accounting Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires our management to make judgments, estimates, and assumptions that impact the reported amount of net sales and expenses, assets and liabilities, and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate, or assumption to be critical when

the estimate or assumption is complex in nature or requires a high degree of judgment and the use of different judgments, estimates, and assumptions could have a material impact on our unaudited consolidated financial statements. We periodically review our estimates and make adjustments when facts and circumstances dictate. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected.

Revenue Recognition

We enter into contracts with our customers to provide payload services, engineering services, related components, and licenses to intellectual property. Our performance obligation is satisfied over time since the tasks are performed according to the customer’s specifications, which creates an asset with no alternative use to us and we have an enforceable right to payment for performance completed to date. The measure of progress over time is based upon an input method using a cost-to-cost measure which best depicts the transfer of control to the customer. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Estimating the total costs at completion of a performance obligation requires management to make estimates related to items such as subcontractor performance, material costs and availability, labor costs and productivity, and the costs of overhead. If estimates of total costs to be incurred on a contract exceed total estimates of revenue to be earned, a provision for the entire loss on the contract is recognized in the period the loss is incurred, based on the excess of management’s estimates of total costs to be incurred over revenue to be earned.

Management’s estimates of total costs to be incurred and variable revenue to be earned are highly subjective and dependent on its past experience and operations. Given the Company’s limited history of operations, its rapid development and commercialization of new products, as well as its continued focus on improving and refining its manufacturing processes, these estimates are inherently subject to a high degree of estimation uncertainty and may fluctuate significantly from period to period.

Warrants

The Company’s warrants are liability classified on the unaudited condensed consolidated balance sheets and, therefore, are recorded to fair value at each reporting period. Prior to the Company’s IPO, the Level 3 significant unobservable inputs used in the fair value measurement of the Company’s stock warrant liability were volatility, term, discount for lack of marketability and probability weighting based on different scenarios including change of control, initial public offering, and default. Following the IPO, the Company determines the fair value of the warrant liability based on the intrinsic value method, calculated as the difference between the trading price of the Company’s common stock and the exercise price of the warrants. The fair value of the warrant liability may fluctuate based on the trading price of its common stock which varies based on future market and industry conditions.

On August 8, 2025, in connection with our IPO, all outstanding Common Stock Warrants were automatically exercised into 1.0 million shares of Common Stock. In addition, 0.6 million shares of Common Stock are reserved for issuance upon exercise of outstanding Series J Preferred Stock Warrants.

Impairment of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. We have not identified any material impairment losses to date.

Using a discounted cash flow method involves significant judgment and requires us to make significant estimates and assumptions, including long-term projections of cash flows, market conditions, and appropriate discount rates. Judgments are based on historical experience, current market trends, consultations with external

valuation specialists, and other information. If facts and circumstances change, the use of different estimates and assumptions could result in a materially different outcome. We generally develop these forecasts based on recent sales data for existing services, acquisitions, and estimated future growth of the market in which we operate.

Recently Issued and Adopted Accounting Standards

Recently issued and newly adopted accounting standards are described in Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Emerging Growth Company Accounting Election

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and have elected to take advantage of the benefits of this extended transition period, which means that when a standard is issued or revised and has different application dates for public or private companies, we, as an emerging growth company, may adopt the new or revised standard at the time private companies are required to adopt the new or revised standard. We expect to remain an emerging growth company at least through the end of the fiscal year ending December 31, 2025 and expect to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk for changes in interest rates applicable to our cash and cash equivalents and debt. We have operations within the United States and as such we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and credit risk. Information related to quantitative and qualitative disclosure about this market risk is set forth below.

Interest Rate Risk

Although we no longer have any fixed-rate debt outstanding as of September 30, 2025, we are exposed to interest rate risk primarily though our Revolving Credit Facility, which we may draw upon in the future and bears interest at the compounded SOFR plus a 3% spread. As of September 30, 2025, there were no borrowings under the Revolving Credit Facility.

Credit Risk

Credit risk arises primarily from receivables from our customers. Credit risk is managed through ongoing credit evaluations of its customers’ financial condition, taking into account the financial condition, current economic trends, analysis of historical bad debts, and aging of accounts receivable. The maximum exposure to credit risk at the reporting date is primarily from accounts receivable, which amounted to $5.1 million and $1.0 million as of September 30, 2025 and December 31, 2024, respectively.

BUSINESS

Overview

Firefly Aerospace is a market leading space and defense technology company with an established track record of success providing comprehensive mission solutions to national security, government, and commercial customers. Our mission is to enable responsive, regular, and reliable launch, transit, and operations in space for our customers across the globe. Backed by our world-class team and proven technology, we have designed, developed, and deployed our class-leading launch vehicles and dynamic spacecraft solutions to support critical customer missions across the space domain. As a leader of responsive mission solutions and the only commercial company to achieve a fully successful Moon landing, we are a partner of choice for national security, government, and commercial customers for their critical space missions. As a U.S.-based company, our purpose-built family of products aligns with the ongoing paradigm shift in government missions and procurement processes, where speed, dependability, efficiency, and economics drive customer decision-making.

We have a differentiated and scalable platform of Launch and Spacecraft Solutions with flight heritage. Within Launch, we have two offerings built on common technologies: Alpha and Eclipse. Our operational launch vehicle, Alpha, is the first and only U.S.-based orbital rocket in the 1,000 kilograms class to successfully reach orbit, with four launches completed successfully. These successful launches include responsive space missions, which are a significant differentiator for Firefly and a critical national defense solution. Eclipse, a reusable and scaled up version of Alpha, is in final development in partnership with Northrop Grumman and is expected to deliver 16,000-kilogram payloads to LEO and can access MEO, GEO, HEO and TLI. We expect that Eclipse will first launch from Wallops Island, Virginia, as early as 2026 and it will be able to support space station resupply, commercial spacecraft, critical national security missions, and scientific payloads for the domestic and international markets.

Our Spacecraft Solutions—our Blue Ghost and Elytra offerings—highlight the heritage of common technologies from our launch vehicles. Blue Ghost Lander and Elytra are highly maneuverable spacecraft enabled by high performance rocket engine technology. Our Blue Ghost lander is the only commercial vehicle to ever achieve a fully successful Moon landing and the first U.S.-based lander to successfully complete a lunar surface mission since NASA’s Apollo 17 in 1972. We have a flight proven spacecraft that has operated in LEO, MEO, GEO, and Cislunar orbits. Elytra is our high thrust spacecraft platform creating new categories for space domain awareness and warfighting, long-range communications relays, on-orbit edge processing, and advanced space exploration. Elytra is capable of a wide-range of spacecraft missions across multiple orbits, including satellite

delivery, on-orbit transfers, hosted payloads, communications relay, and more–which positions us to help establish a dominant U.S. and allied national security position in space. Elytra will support near-term Blue Ghost missions, highlighting both space-readiness and scalability of the underlying technology. Elytra will also support a responsive on-orbit mission for the DoD’s DIU and perform multiple RPO and space domain awareness operations on-demand. These foundational capabilities and underlying technologies form the basis of our responsive, dedicated, and scalable solutions that are evolving alongside the rapidly shifting defense technology and space landscape.

On October 31, 2025, we closed the acquisition of SciTec, Inc., a leader in advanced national security technologies, to: (i) bolster Firefly’s hardware with AI-enabled defense software proven in operations for missile warning and defense; intelligence, surveillance and reconnaissance; space domain awareness; remote sensing and analysis; and autonomous command and control; (ii) advance Firefly’s defense capabilities for critical national security programs, including Golden Dome, with a full suite of hardware and software for space-based interceptor missions, hypersonic test missions, and space domain awareness missions; and (iii) add more than 475 employees with multi-phenomenology systems proficiency, and software developer expertise.

We operate in a highly attractive and growing industry. According to McKinsey’s report from 2024, the global space economy is projected to reach $1.8 trillion in value by 2035 driven by accelerating national security and commercial demand. In recent years, record demand for satellites caused a supply shortage of orbital launch vehicles. In 2024, nearly 2,800 satellites launched to orbit, representing more than a 500% increase in demand for launch services compared to just five years prior, according to a 2025 report by BryceTech. The scarcity of launch capacity and increasing government and commercial demand has led these customers to seek out defense technology companies with cost-efficient and proven production systems for increasing capacity.

In the 21st century, space evolved from frontier exploration into a critical domain for global infrastructure and contested dominance. From 2024 – 2029, the DoD’s average proposed space budget has increased 82% from 2018 – 2023 averages. Governments from militarily competitive and adversarial countries continue to make significant investments in space and develop their capabilities, which we believe makes our unique mission solutions a crucial resource for the United States’ national defense strategy. Space is the critical backbone of national security communications, intelligence gathering, and support for terrestrial military operations. As one of the only U.S.-based commercial companies currently equipped to provide reliable access to launch, transit, and operations in space, we are leading the way in end-to-end services for the rapidly expanding defense, space exploration, and commercial space markets.

Our products are designed to address our customers’ space and defense technology needs. Within Launch, we provide satellite customers with reliable, regular, and rapid access to space. Including its inaugural launch in 2021, Alpha has conducted six launches and has more than 30 planned launches under contract as of March 2025. The successful FLTA002 mission using Alpha made us the first U.S. company to achieve orbit on the second attempt. Our leading launch offerings are tailored to support the demands of our customers in the national security space. The VICTUS NOX mission using Alpha set a new responsive launch record for Space Force, with a turnaround time from notification to launch in approximately 24 hours, shattering the previous industry record of 21 days. The mission established a responsive launch defense capability that previously did not exist, which provides critical warfighting advantages to the United States. As a result of the success of VICTUS NOX, we have won additional responsive launch contracts for Alpha, including the VICTUS SOL and VICTUS HAZE missions.

Alpha is an attractive platform for providing hypersonic flight test capabilities to the DoD and other federal agencies. Alpha is contracted to be utilized for MACH-TB, the DoD’s Multi-Service Advanced Capability Hypersonics Test Bed, to carry and deploy payloads into hypersonic trajectories, a crucial testing step for national security customers in the development of next generation weapon systems. Our Alpha platform allows us to provide cost effective hypersonic test capabilities, making us a partner of choice for defense companies looking to advance in the arena of hypersonics.

The Eclipse rocket is a next-generation vehicle designed to fill a gap in the current launch market. Building on the scalable technological foundation of our Alpha launch vehicle, we are developing Eclipse in partnership with Northrop Grumman to be reusable and deliver upwards of 16 times the mass to orbit compared to Alpha. Eclipse leverages key technologies and expertise from Alpha, including a carbon composite structure and patented tap-off cycle engine technology. In February 2024, we used an automated fiber placement machine to build the first carbon composite barrel for Eclipse development testing. Additionally, Alpha laid the foundation for our production systems and test stands that are being used for rapid production of Eclipse. For example, the first stage propellant tank for Eclipse was placed on a test stand and became eligible for development testing starting in August 2024. Shortly thereafter, in October 2024, Eclipse completed a successful Miranda engine test campaign at 100% power. In March 2025, the Eclipse Stage 1 first flight build of the liquid oxygen and RP-1 tank components were assembled. Assembly continues for this first flight tank assembly build. Build completion is anticipated in September 2025. Testing of the flight tank assembly will then be performed on the Eclipse Structural Test Stand. The test stand performs structural loading simulating dynamics forces encountered during flight. These design features and foundation enable enhanced performance, flexible launch schedules, and competitive pricing.

To complement our Launch platform, we offer customizable Spacecraft that are versatile and launch vehicle agnostic: our proven Blue Ghost lander and our multi mission orbital spacecraft line, Elytra, which is being built using the Blue Ghost technological framework. This pair of spacecraft product lines leverages common technologies including flight software, thrusters, batteries, avionics, and composite structures. Our spacecraft are flexible and can be launched individually or together to enable lander and on-orbit missions.

On March 2, 2025, we became the first private company to successfully land and operate on the Moon with Blue Ghost Mission 1. The achievement marked the first fully successful U.S. lunar surface landing since the Apollo era over 50 years ago. Historically, only five countries—the United States, China, Russia, Japan, and India—have achieved the feat of a lunar soft-landing, putting Firefly’s capability in the realm of global superpowers. Blue Ghost Mission 1 carried 10 NASA payloads to the Moon for a total contract value of $102.1 million and completed all NASA missions for 14 days on the surface and five hours into the lunar night, while successfully meeting mission expectations. The success of our Blue Ghost lander delivered 120 GB of valuable data and positions us to push forward rapidly with additional lunar missions, as well as future interplanetary expeditions.

During Blue Ghost Mission 1, we also proved our common Elytra spacecraft technology by operating through LEO, MEO, GEO, and Cislunar space prior to landing. Elytra will directly support Blue Ghost Mission 2 in 2026, providing data relay services from lunar orbit. Elytra is also contracted to conduct an on-orbit mission that supports the NRO, and is onboarded to perform technology missions to support the Proliferated Warfighter Space Architecture of Tracking and Transport layer constellations for the SDA. Elytra has also been placed on contract for a Space Maneuver Vehicle to support the DoD’s DIU with high delta-v to perform hundreds of RPO maneuvers to perform Space Domain Awareness to deter rival space threats.

Firefly’s state-of-the-art facilities support our Launch and Spacecraft product lines. Our R&D, iterative testing, and scalable manufacturing processes are vertically integrated and streamlined. Our corporate headquarters, the Rocket Ranch, and the Hive are located just north of Austin, Texas. The Rocket Ranch, our 200-acre, state-of-the-art manufacturing and testing facility, is strategically located within 25 miles of our Austin facilities. The Rocket Ranch has approximately 200,000 square feet of production capacity, six test stands, and advanced manufacturing equipment which leverages automation through robotics. The Hive houses our spacecraft, software, and avionics teams, in addition to a state-of-the-art clean room and mission control room that supports launch, land, and orbit missions. We perform assembly and testing in-house and are co-located with design and manufacturing, enabling fast and high-quality development cycles and efficient use of working capital.

Our full suite of manufacturing capabilities is supplemented by four launch sites, which will continue to enhance flexibility and responsiveness for our missions. We can arrange ongoing launch rockets from the Vandenberg Space Force Base launch site in California. Additional launch sites are under construction at Virginia’s Mid-Atlantic Regional Spaceport on Wallops Island and the Esrange Space Center in Sweden, and we plan to unlock future launch pad capacity from expected expansion at Cape Canaveral Space Force Station in Florida. Our significant scale and unique blueprint are strategically planned to support our increasing launch cadence as we grow.

Firefly’s Established Infrastructure and Global Launch Sites

Firefly’s Key Highlights

• We began operations in 2017 and successfully reached orbit with Alpha in October 2022, after extensive research, development, and testing. This achievement made us the first and only U.S. commercial company with a rocket ready to fulfill critical space missions in the 1,000 kilograms payload class.

• Alpha set a new responsive launch record with the VICTUS NOX mission in September 2023, when we flew a rocket for Space Force with a turnaround time from notification to launch in approximately 24 hours, shattering the previous industry record of 21 days. The mission established a responsive launch defense capability that provides new critical warfighting advantages to the United States.

• The Blue Ghost mission landed on the Moon on March 2, 2025, marking the first fully successful lunar landing by a commercial company.

• We are developing a new, reusable launch vehicle called Eclipse, in a first-of-its-kind partnership with Northrop Grumman. Announced in August 2022, our teams joined to create an American-built rocket to replace a critical gap in the U.S. market, while also delivering a new long-term capability for serving national security, government, and commercial launch customers.

• Our team developed four engines in rapid succession, with investments in cutting-edge advanced technology, such as our patented tap-off cycle that unlocks critical weight and component savings for our launch vehicles. Firefly designed, built, tested, and flew a suite of in-house developed propulsion systems– including the Reaver, Lightning, and Spectre engines. Additionally, in less than 23 months, our new Miranda engine went from clean sheet design to 71 test fires and counting. Firefly’s scaled architecture across engines allows for fast and reliable development.

Our Mission Solutions

We provide full cycle, dedicated, and responsive launch and spacecraft solutions, and continue to redefine space access by delivering complementary platforms for mission success. Our common technologies, components, and know-how are woven across our launch vehicles and spacecraft solutions.

Launch: Firefly’s launch vehicles provide dedicated and responsive launch for national security, government, and commercial customers. We are the only U.S. company with a liquid-powered orbital launch vehicle in the 1,000 kilograms payload class. Our Alpha launch vehicle employs a distinct combination of technologies designed to ensure high performance and efficiency at low cost. It uses a unique lightweight, rigid, and thermally insulated carbon composite technology for both the primary rocket structure as well as the propellant tanks, which ensures more of the usable mass goes to the mission payload. Alpha is also powered by our patented tap-off cycle engine technology which is more efficient than legacy systems and provides greater reliability by employing fewer parts than traditional rocket engines. We have utilized this proprietary technology to develop all our rocket engines in-house. Alpha has five engines: four first stage Reaver engines, and one second stage Lightning engine. In addition to its track record of successful, dedicated, and responsive launch, Alpha is also designed to support testing of hypersonic payloads, providing significant growth opportunities for hypersonic deterrents, reconnaissance, and future national security needs. We are also expanding our pad operations from Vandenberg Space Force Base to add Wallops, VA and Kiruna, Sweden to support more missions, customers, and additional launch cadence opportunities. The Sweden pad is designed to expand Alpha production and operations to strategic international locations to service the European, UK, Japan, South Korea, Middle East, and Australia regions, which we expect will provide the foundation for a future business model to service the global market.

Alpha has conducted six launches and has more than 30 planned launches under contract as of March 31, 2025. On April 29, 2025 an anomaly occurred during our Alpha mission that launched from Vandenberg Space Force Base in California. As a result, the FAA required us to conduct a mishap investigation before we could conduct further launches. As announced on August 26, 2025, we have since received clearance from the FAA to resume Alpha rocket launches. See “Risk Factors—Risks Related to Our Business—We have in the past and may in the future experience delayed launches, launch failures, failure of our launch vehicles, landers, or orbital vehicles to reach their planned orbital locations, significant increases in the costs related to launches of launch vehicles, landers, or orbital vehicles, and insufficient capacity available from third-party providers of launch services with whom we partner. Any such issue could result in the loss of our launch vehicles, landers, or orbital vehicles or cause significant delays in their deployment, which could harm our business, financial condition, and results of operations” and “Risk Factors—Risks Related to Our Business—Any inability to operate Alpha at our anticipated launch rate could adversely impact our business, financial condition, and results of operations.”

Eclipse is powered by seven Miranda engines, each of which produces 230,000 pounds-force of thrust. The Miranda engine is built using the same engine architecture and patented tap-off cycle as the Reaver engine, which produces 45,000 pounds-force of thrust. These common technologies are facilitating fast, cost-efficient, and reliable development of Eclipse. Eclipse is being built to serve national security, commercial, and international launch markets at competitive pricing. Eclipse’s Stage 1 is designed to be reusable, lowering production costs and improving cycle times for this launch platform. We are planning to construct a refurbishment facility that will facilitate this reusability. The first launch of Eclipse is expected to take place from Virginia’s Mid-Atlantic Regional Spaceport on Wallops Island, and Eclipse is designed to be compatible with additional launch ranges on the East and West Coasts of the United States.

Spacecraft Solutions: Firefly is the only company to achieve a fully successful Moon landing, completing all 17 objectives set out before launch. We expect our Blue Ghost lander to fly annual missions to the Moon, with payload services customized to the technology and exploration goals of our customers. Offering ride-share opportunities and dedicated missions, Blue Ghost is built to host and deliver payloads nearly anywhere on the lunar surface. Blue Ghost Mission 2 is expected to land on the far side of the Moon and conduct at least 10 days of lunar surface operations with the Blue Ghost lander, with an Elytra Dark spacecraft supporting as a communications relay. Elytra Dark is one of three Elytra configurations supporting on-orbit servicing missions. This Elytra Dark spacecraft is expected to remain operational in lunar orbit for up to five years. Mission 2 is fully manifested with both NASA and commercial payloads, including a commercial rover and a ride-sharing international satellite. Blue Ghost Mission 3 is already under contract with NASA and we selected Blue Origin as a partner to deliver their rover to the lunar surface. Additionally, we were selected by a proprietary commercial customer for a future dedicated Blue Ghost lander mission.

Elytra is a dynamic spacecraft that is highly maneuverable and extensible to perform hundreds of Rendezvous Proximity Operations in support of Space Domain Awareness and Warfighting missions, long-range communications relay missions, on-orbit edge processing missions, and advanced Space Exploration missions. A constellation of 44 Elytra spacecraft is expected to power a long-haul communications relay. Blue Ghost and Elytra are highly complementary and compatible technologies that share a common core. Most of Elytra’s core hardware and software were proven at a variety of orbits through Blue Ghost’s successful Mission 1. As part of our end-to-end space services, Elytra offers robust on-orbit solutions and responsive defense capabilities when and where customers need them. As of April 2025, Elytra is contracted to perform a responsive on-orbit mission in support of the DoD’s DIU Sinequone Project. During this mission, Elytra will serve as a space maneuver vehicle to perform a series of on-orbit tasks including space domain awareness in LEO. Available to launch on Alpha and Eclipse, our Elytra vehicles are positioned to service the entire lifecycle of government and commercial missions. This unique interoperability makes Firefly a one-stop shop and partner of choice for national security, government, and commercial customers requiring these capabilities.

Our Industry and Addressable Markets

Firefly’s business operates in the critical launch and spacecraft sectors with a focus on national security within the large and expanding space economy. The space economy includes launch, spacecraft, satellite constellations, and on-orbit and in-space services. We believe our main sources of competition fall into the following categories: companies providing dedicated and rideshare launch vehicles across payload classes, companies providing spacecraft and satellite constellations, and companies providing launch and spacecraft solutions that enable on-orbit and in-space services. According to McKinsey’s report from 2024, the global space economy is projected to reach $1.8 trillion in value by 2035 driven by accelerating national security and commercial demand. National security and advancements in space-based technologies are core focuses of the U.S. government on a bi-partisan basis and closely align with the key messages from the current administration regarding space. Given the critical role of space across the defense, national security, and commercial sectors, customers seek out trusted providers with proven, flexible, and responsive capabilities to deliver critical missions. As one of the only U.S.-based commercial companies currently equipped to provide reliable access to launch, transit, and operations in space, we are poised to grow in this attractive market.

Small and Medium Launch Market: Alpha is the only provider of small size launch that has achieved orbit and addresses a critical gap in the market in the 1,000 kilograms category. Eclipse, with its greater payload capacity and customizable five-meter payload fairing, will serve commercial customers and is also expected to launch large dedicated national security satellites or constellations of smaller national security satellites for the National Security Space Launch program.

Additionally, in the past decade the global market right-sized toward satellites between 200 kilograms to 1,200 kilograms, according to analysis by BryceTech in 2025. While Starlink represents a significant number of these satellites, 64% of the satellites launched since 2015 fit within this range. The global satellite market is projected to grow to over $600 billion in 2032, at an 8% compound annual growth rate from 2023, according to Allied Market Research. Small launch vehicles such as Alpha offer dedicated launches, flexibility, and cost-effectiveness in delivering the majority of these payloads to specific orbits. These dynamics are favorable for Alpha as the only U.S. launch vehicle in its class. In comparison, heavy lift launch vehicles do not provide dedicated access to specific orbits, and micro launch players lack the capacity to carry multiple payloads, leading to unfavorable unit economics.

There is scarcity in the market for providers with proven launch platforms and differentiated capabilities, and customers place a premium value on dedicated, reliable, and rapid response. With the successful development of Eclipse, we will be able to operate in the Medium Launch space, which is similarly underserved and benefits from ongoing sector tailwinds related to the demand for launch from national security and commercial customers. With growing national security and governmental requirements, defense spend, increasing demand for commercial launch, and the introduction of new space applications, our total addressable launch market is expected to grow to $32 billion by 2035 according to the World Economic Forum and McKinsey.

In particular, we believe the expansion of adversarial budgets to fund the development of space warfighting and intelligence, surveillance, reconnaissance satellites, and hypersonic vehicles will create additional demand from governmental national security customers for our solutions. According to the World Economic Forum and McKinsey, total state-sponsored defense spending is projected to grow from $66 billion in 2023 to $180 billion in 2035, and key adversaries are a major part of that. In 2025, China announced that it will increase its defense budget by 7.2% year over year, with a significant focus on space spending. This momentum in adversarial spending poses a direct threat to the U.S. and has further fueled the demand for launch. Our launch vehicles are well-positioned to deploy hypersonic payloads, driven by their ability to accelerate these payloads to high velocities. Our rapid response and hypersonics enablement capabilities position us to be a partner of choice as space-based defense becomes a more contested domain in the coming years.

Spacecraft Market: Our Spacecraft Solutions, Blue Ghost and Elytra, address the $7 billion spacecraft market as of 2024 according to Research and Markets. We are one of the few providers of lunar lander services with multiple planned launches under contracts and a multi-capability offering. Our successful Blue Ghost mission this year proves our capability to execute on challenging milestones: enter lunar orbit, measure radiation levels and the magnetic field in transit, land on the Moon, study the surface, and collect the most amount of data ever on the environment. We expect our significant competitive advantage will grow as we continue to execute on our upcoming Blue Ghost missions, with contracts already underway as part of NASA’s $2.6 billion CLPS program.

Our solutions also address critical space needs in applications, including in-space operations, data communications, and threat security capabilities. Our expanding complementary products and services in the defense and space market enable us to capture additional verticals within this ecosystem going forward, which is expected to reach $9 billion in value by 2030 according to Research and Markets. Space Force has been exploring dynamic space operations, which involves allowing satellites to move freely in and out of orbit. Given the ongoing global race to win in “satellite dogfighting,” Space Force is increasingly focused on ensuring space superiority by defending satellites with on-orbit solutions. As near peer threats rise in space and the U.S. government examines proactive orbital deterrence systems, we expect our Elytra spacecraft solution will become an essential part of the U.S. and allied nations’ security posture.

Competitive Strengths

Pioneering a Flywheel of Space and Defense Technology Mission Solutions

Our family of products and mission solutions provide us with the ability to serve the entire space domain and fuel our complementary technologies and comprehensive missions for national security, government, and commercial customers. Our heritage and proven technology are resetting the standard for success in launch, lander, and space markets. Our Alpha launch vehicle is the only orbit-ready U.S. rocket in the 1,000 kilograms payload vehicle class. We are a leader in tactically responsive space missions, having completed a record-breaking launch with an approximately 24-hour turnaround for VICTUS NOX. This mission showcased our ability to deliver payloads to orbit on short notice, which is a critical capability for national security operations. The success of this mission has resulted in multiple subsequent contract awards. We are a partner of choice for our customers’ most complex missions and assignments, with rapid response capabilities to address critical threats. With these proven launch capabilities and innovative technologies, we are a crucial partner for large national defense primes who need access to space.

In addition to our launch vehicles, we offer launch platform agnostic spacecraft solutions to address customers’ various in-space mission requirements. As the only company to have successfully landed and completed NASA missions on the Moon, we set the standard for landers. Our first Blue Ghost mission was launched in January 2025 and successfully completed a 60-day operation, making it the longest commercial lunar surface mission to date. Our multi-mission orbital vehicle, Elytra, is poised to serve numerous strategic and defense-related functions within orbit, including carrying payloads into and out of orbit, performing long-haul communications missions, fostering space domain awareness, and other responsive space capabilities.

Firefly’s launch and spacecraft services differentiate the company by providing a one-stop shop solution for customers. Our services work agnostically with partners and are additive to our own systems as well—for example, we can deliver payloads to the Moon using our Blue Ghost in tandem with another organization’s launch vehicle or pair our platforms together, such as a mission launched on our Alpha rocket that uses an Elytra spacecraft. Therefore, we are able to benefit from demand for our family of products, which we expect to continue to grow as our finalized intercoastal launch pads facilitate increased launch cadence. This flywheel streamlines our development, reduces costs, and expands our total addressable market, all while differentiating Firefly from competitors.

Innovative Patented Technology and Unmatched Technical Expertise

We have taken a reliability-first approach to building our launch vehicles, landers, and spacecraft. We successfully built the world’s largest all-composite launch vehicle, our Alpha rocket. Our rockets are built using lightweight and strong carbon fiber, leveraging automated fiber placement technology to ensure unified production methodology across all of our product lines. We produce the only launch vehicles with liner-less carbon fiber liquid oxygen tanks that are manufactured through proprietary bonding operations. This technology allows us to keep liquid oxygen at -300F, saving significant weight versus certain of our competitors’ vehicles.

Our propulsion systems represent another patented technology, with highly efficient tap-off cycle engines. We are unique in developing and scaling this technology, having built and successfully flown the highest thrust tap-off cycle technology in the world. Additionally, our advanced propulsion and avionics systems are designed and tested in-house to facilitate high performance in tough environments. Our launch vehicles are readily scalable, with the Reaver and Lightning engines in our Alpha vehicle providing the patented technology for the Miranda and Vira engines in Eclipse. In addition to the launch vehicle engines, we have also developed proprietary Spectre thrusters utilized on both Blue Ghost and Elytra.

As of June 22, 2025, we have a team that consists of 296 engineers and 173 skilled technicians that bring deep subject matter expertise and discipline from across the defense sector. We have progressed development at an exceptional pace, as evidenced by the fact that in less than 20 months we have developed from a clean design and tested our patented Miranda engine based on a scaled design of the Reaver engine. This success has been built on leading intellectual property, world-class infrastructure, and the strength of our technical team. These factors collectively support our competitive moat. Our technology portfolio and expertise are based on years of testing and operating.

Purpose-Built Infrastructure Creates High Barriers to Entry

We strategically deployed capital to build state-of-the-art infrastructure to design, produce, test, and manufacture our products to the highest standard at a regular cadence. Our three primary facilities—our corporate headquarters, the Hive spacecraft facility, and our Rocket Ranch manufacturing and testing site—are only 25 miles apart, providing unique proximity between design, manufacturing, and production. The proximity of our core facilities enables agile and rapid vehicle development and production at lower cost versus competitors. By maintaining a vertically integrated manufacturing process, we are less reliant on the timelines of outside suppliers and reduce risk within our supply chain.

Our purpose-built R&D, manufacturing, and testing footprint is the product of significant investments and the backbone of our manufacturing process. We designed our advanced manufacturing process through years of optimization that now allows us to replicate our additional facilities with significantly less capital. Our early investment in cutting-edge technology and best-in-class facilities is a competitive advantage, creating a platform primed for continued growth.

Strong Customer Relationships and Market Leading Strategic Partnerships

As the space market continues to grow and evolve, we are well-positioned to serve our customers’ most complex missions with rapid response times and purpose-built solutions. Our collaborations with leading national security agencies and aerospace companies, such as Lockheed Martin Corporation, Northrop Grumman, L3Harris, Space Force, SDA, NRO, and NASA demonstrate the value and criticality of our new space defense and technology leadership in this market.

• Lockheed Martin: We have a multi-launch agreement with Lockheed Martin that includes up to 25 missions over the next five years. Under this agreement, we plan to routinely launch a variety of future Lockheed Martin spacecraft, including new payload technologies, into LEO from our launch facilities on the West and East Coasts of the United States.

• Northrop Grumman: We have an exclusive partnership with Northrop Grumman on our development of Eclipse. This platform combines leading flight-proven technologies and mission experience from both companies to fill a void in the underserved medium-lift market. Supported by a $50 million equity investment from Northrop Grumman, Eclipse builds on our Alpha rocket technology and Northrop Grumman’s Antares rocket, combining our technologies and expertise with the first partnership of its kind between the best of legacy and new space.

• L3Harris: We have a multi-launch agreement with L3Harris for up to 20 launches on our Alpha rocket, including two to four missions per year from 2027 to 2031 depending on customer needs. The new agreement is in addition to our existing multi-launch agreement with L3Harris for three Alpha missions in 2026.

• Space Force: We set a responsive launch record by launching the VICTUS NOX mission for Space Force within an approximately 24-hour window. As a result, we are the leading tactically responsive launch provider, and Space Force is leveraging our responsive launch capabilities on two additional upcoming missions, VICTUS HAZE and VICTUS SOL.

• Space Development Agency: Firefly has been onboarded as a selected vendor for the SDA’s Hybrid Acquisition for Proliferated LEO (“HALO”) program. Using our Elytra orbital vehicles, we will support end-to-end demonstration missions for the SDA’s military satellite constellation, including launch, on-orbit transit, and tracking services.

• National Reconnaissance Office: We have been selected to serve as a launch provider to the NRO, with our Alpha rocket as part of their Streamlined Launch Indefinite Delivery / Indefinite Quality Contract (“SLIC”). Our rapid response capabilities are essential to the NRO’s defensive missions, providing them with a launch vehicle with leading capabilities and proven flight heritage. In addition to this, Elytra is contracted to support an on-orbit mission for the NRO. Elytra is designed to perform a rapid payload reconfiguration, deploy commercial rideshare payloads, execute an on-orbit maneuver, and stand ready to deploy U.S. government payloads on demand.

• NASA: NASA contracts us for spacecraft and launch missions. We are the only company to successfully land, operate, and complete NASA missions on the Moon. We won the largest active NASA Commercial Lunar Payload Services (“CLPS”) contract in December 2024 at $179 million. We are a prime contractor on three missions and four CLPS task orders to the Moon through contracts with a total potential value of $411.7 million with additional commercial payloads. NASA also contracts us for launch services, including a Venture-Class Acquisition of Dedicated and Rideshare (“VADR”) contract for a dedicated Alpha launch. This Alpha launch will deliver the agency’s Investigation of Convective Updrafts (“INCUS”) mission from NASA’s Wallops Flight Facility.

• Blue Origin: We have recently selected Honeybee Robotics, a Blue Origin company, to provide a rover to accompany our Blue Ghost lander in an upcoming task order from NASA to explore the Gruithuisen Domes on the Moon. The rover will be transported by Elytra Dark and deployed by Blue Ghost to help study the composition of the domes using instruments provided by NASA. We successfully collaborated with Honeybee on two prior payloads during Blue Ghost’s first mission.

• Jet Propulsion Laboratory: Firefly partners with JPL for test facilities and technologies licenses. Our Blue Ghost lander was tested thoroughly with vibration, acoustic, thermal vacuum, and electromagnetic interference and compatibility to ensure the vehicle would withstand the rigors of a lunar mission.

• SpaceX: We also have a strong strategic partnership with SpaceX for payload processing facilities and launch vehicles. Most recently, our Blue Ghost lander was launched on a SpaceX Falcon 9 rocket, ensuring a smooth start to our groundbreaking lunar mission.

• Defense Innovation Unit: We signed an agreement with the DIU to conduct a trade study on our capabilities to rapidly launch our Elytra vehicles and support missions beyond Geosynchronous Orbit (“xGEO”). Once completed, we will conduct up to two demonstrations to deliver multiple payloads to xGEO orbits aboard our Elytra Dark spacecraft with the first mission completed within 18 months of receiving the approval to proceed. The contract will support the Sinequone Project, the DIU’s mission to develop responsive access to xGEO.

Additionally, we have built a robust portfolio of contracts composed of blue-chip customers across both government and commercial end markets including NASA, Space Force, the DoD’s SDA, the NRO, Northrop Grumman, Lockheed Martin, L3 Harris Technologies, Inc. and True Anomaly, Inc. Our customizable offerings across launch, lander, and spacecraft, and our speed of execution as proven through our existing successes, are well-recognized by our growing list of government and commercial customers.

Differentiated National Security and Defense Technology Capabilities

Firefly’s portfolio of multi-launch agreements and contracts with defense primes, national security agencies, and government partners demonstrates a high degree of trust in our company as a key national security partner. Alpha’s track record of success and repeated demonstrations of rapid response missions make Firefly a

leader in tactically responsive space capabilities. With its dedicated and responsive service to preferred orbits, 1,000 kilograms capability, and ability to deliver multiple hypersonic payloads, Alpha provides an unrivaled service. Additionally, Eclipse, with its greater payload capacity, is purpose-designed to support national security space launch and commercial missions. Within our spacecraft solutions, Blue Ghost and Elytra platforms support national security needs by traveling further into space and supporting larger, more advanced on-orbit missions. Blue Ghost has proven our capability to deliver on NASA priorities while harnessing national security benefits related to lunar exploration. Elytra is primed to add to our competitive moat by expanding to on-orbit responsive missions for the DoD. Poised to launch on Alpha and Eclipse, as well as other vehicles, Elytra is intended to provide space maneuver vehicles, long-haul communications relays, edge processing, as well as space exploration capabilities for the entire lifecycle of national security missions.

Our proven, extensive national security capabilities position the Firefly platform for future growth. Critical civil and national security infrastructure on Earth depends on satellite systems in space, and threats from adversaries have been on the rise. Established space nations are expected to increase spending over the next decade on national security, specifically in intelligence capabilities. The DoD has also enhanced its strategy to meet the growing challenges of the space domain. With our diverse space technology offerings, we are well-positioned to benefit from these national security tailwinds in this contested domain.

Established Business Model Backed by Robust Backlog

Our track record of success and our reputation as a trusted provider for our customers results in a highly attractive, diversified business model defined by significant backlog and cash flow visibility. Strong customer demand backs our financial profile with approximately $1.3 billion in backlog as of September 30, 2025 and multi-launch agreements across our product lines. Underpinning our financial profile is the combination of efficient contract structure and milestone-based billing. Before launch, we typically have collected approximately 90% of the total contract value, which is highly advantageous as production ramps. We are also differentiated in our ability to successfully execute on fixed firm price contracts. We are ahead of the curve as the industry shifts in favor of fixed firm price contracts and are well-positioned to capitalize on this change. As we scale, we have and expect to continue to replicate our proprietary manufacturing and testing processes, resulting in reduced cycle times and further capital efficiency. Our established business model has set us up to capitalize on the growth of the industry and continue to win with customers based on our proven track record.

World-Class Management Team and Employee Base

Our mission-focused leadership team, with decades of experience across advanced engineering and manufacturing sectors, is driven by a commitment to excellence and unified behind the Firefly mission. Our team possesses the leadership, innovational, operational and financial experience necessary to successfully lead Firefly through its continued growth:

• Jason Kim, our Chief Executive Officer, has more than two decades of experience in the aerospace and defense sectors, bringing both executive leadership and a highly technical background to Firefly. Most recently, Jason served as CEO of Millennium Space Systems, Inc., where he led the company through a period of significant expansion and technology advancements. At Millennium Space Systems, Inc., he served as a key partner and customer in Firefly’s VICTUS NOX mission for Space Force. His extensive career also includes leadership roles at Raytheon Intelligence & Space, Northrop Grumman Aerospace Systems, and the U.S. Air Force.

• Shea Ferring, our Chief Technology Officer, has more than three decades of experience in design, integration, and test of space systems. Shea has held numerous engineering and leadership roles throughout his career including at NASA Launch Services Program, ECAPS, Vencore, and Orbital ATK. Over the years, Shea participated in over 50 space missions spanning numerous launch vehicles, including Minotaur, Atlas V, Delta IV, Pegasus, and Falcon 9.

• Darren Ma, our Chief Financial Officer, has more than two decades of finance experience helping scale large-cap, mid-cap, and small-cap public companies, most recently as the CFO and SVP of Spectra7 Microsystems Inc. and as the CFO for GigPeak, Inc. (NYSE: GIG), where he was instrumental in strategically raising capital, driving profitable growth, and selling the company.

• Dan Fermon, our Chief Operating Officer, is a seasoned operations leader with decades of experience leading teams in highly technical industries, primarily in aerospace. Prior to Firefly, Dan was a Vice President at AE Industrial Partners, LP in the firm’s Portfolio Strategy and Optimization Group, where he focused on improving the operational performance of its portfolio companies. He also served as the P&L and Operations Leader for GE Aerospace’s Global Component Repair team, driving operational excellence by utilizing technology, lean improvements, and powerful team engagement.

• Brigette Oakes, our VP of Engineering, has more than 15 years of experience in the industry from both legacy and new space companies, with robust experience spanning propulsion design, modeling, and test in addition to guidance, navigation, and control software, performance analysis, and ground support equipment. Prior to Firefly, Brigette held a variety of roles in the space sector at companies including SpaceX, Relativity Space Inc., and Lockheed Martin.

Growth Strategy

Increase Launch Cadence to Meet Growing Market Demand

We are increasing our launch frequency to meet the growing demand for reliable space access. The launch market is rapidly expanding, with significant demand for launch and space services. This demand is reflected in our robust backlog of approximately $1.3 billion as of September 30, 2025. We are well-positioned to continue to increase our production rate and launch cadence for our small and medium launch vehicles. Through Space Force’s VICTUS NOX mission, we showcased our ability to deliver critical payloads to orbit on short notice–a crucial asset for national security operations. Our end-to-end mission solutions position us to leverage Alpha’s track record of success and replicate it using the larger Eclipse rocket.

Given our tailored launch capabilities, we have been awarded additional critical defense missions and multi-launch agreements as space increasingly becomes a contested area of focus for national security agencies and commercial customers. To meet this growing demand and accelerate production, we doubled our production facility size to approximately 200,000 square feet and expanded our processes to manufacture one Alpha launch vehicle per month. Firefly designed our launch facility infrastructure to be scalable throughout the U.S. and internationally. We currently launch from Vandenberg Space Force Base in California and have strategically secured space in Virginia, Florida, and Sweden for additional launch facilities as we increase global capacity to address our customers’ needs. We expect to continue to expand our infrastructure in a capital efficient manner to meet anticipated customer demand.

Scale Across Mission Solutions to Enable Profitable Growth Driven by Common Technologies

Following our success with Alpha and Blue Ghost, we are focused on increasing the frequency of launch and spacecraft deployment in a cost-efficient manner. On the demand side, our customers value flexibility, access to preferred orbits, and dedicated launch vehicles–a value proposition that we built our rockets and spacecraft around. Our strong backlog demonstrates the need to scale our launch platform. In parallel, we have additional contracts backing Blue Ghost missions, and our spacecraft pipeline continues to be bolstered by demand stemming from national security missions and commercial space exploration. We are also expanding into the medium payload class with Eclipse and our orbital solutions. Our Elytra spacecraft will enable us to provide constellations of space maneuver vehicles, long-range communications relays, and space exploration orbiters. Alpha, Eclipse, Blue Ghost, and Elytra share common technologies, processes, team expertise, and production lines, enabling capital efficiency as well as first time quality across products. All products utilize the carbon composite primary and tank structures and leverage the automated fiber placement machine, power milling tool, and other test capabilities. Our products also share avionics, software, and rocket engine technology to enable economies of scale, responsive delivery schedules, fungible inventory, and flight proven mission assurance.

With each launch, we expect our cost structure and unit economics to meaningfully improve, as our increased launch cadence will result in fixed cost amortization and operating efficiencies. Additional efficiencies are unlocked by our streamlined development and production processes. Eclipse’s development is progressing rapidly given Alpha and Eclipse share significant carryover from our engineering team and substantial component commonality and supply chain compatibility.

As a provider of choice, we have selected strategic partnerships that enable synergistic development and expansion. Our exclusive partnership with Northrop Grumman combines our companies’ respective technologies to co-develop Eclipse. We believe our strategic partnerships unlock access to additional infrastructure and new customers as we propel our partners with our new space capabilities to develop and deliver purpose-built technology for customers across the space and defense technology sector.

Our intentional common technologies approach to our mission solutions have enabled the evolutionary development of Eclipse from Alpha and Elytra from Blue Ghost, allowing for faster and more reliable production while keeping costs low. As we increase our launch cadence and scale our solutions, we expect to grow our revenue base and improve and stabilize our cost structure. We thoughtfully invest capital to enable scaled production with favorable unit economics while keeping costs and capital expenditure minimized to yield profitable growth.

Deploying Our In-Space Heritage for Advanced Operations and Services

Elytra is designed to support rapid, end-to-end demonstration missions, especially for military satellites. Elytra was recently selected to support the DoD’s DIU Sinequone Project. As part of the mission, Elytra will host a suite of government payloads, including optical visible and infrared cameras, a responsive navigation unit, and a universal electrical bus. Elytra’s configuration will utilize common components, structures, and propulsion systems to enable on-demand mobility, plane changes and maneuvers with high performance capabilities and reliability.

In addition to Elytra’s existing revenue-generating contracts, there are numerous customers interested in using Firefly’s platform for space domain awareness and other heavy lift applications. There are a myriad national security applications for Elytra’s in-orbit technology, such as providing long-haul communications, radio frequency calibration services, and deploying government payloads on demand. Furthermore, the global race to solidify abilities in “satellite dogfighting” have made establishing space domain dominance a priority of Space Force, which Elytra is designed to help address. As space becomes a further contested domain, we believe Elytra’s on-orbit services will be a key avenue for our growth.

Seek Value-Added Acquisitions Complementary to our Existing Offerings

As we expand our offerings, we may choose to strengthen our internal capabilities and accelerate development through acquisitions. We intend to take a disciplined approach to future acquisitions. Our focus is to continue scaling and increasing launch cadence to achieve profitable growth while serving our customers’ critical missions. In pursuing any complementary acquisitions, we expect to target companies that increase our share of the national security market, promote vertical integration, or automate production processes while maintaining quality and enabling further market expansion. As the space industry matures, we believe that there will be additional opportunities to acquire targets which enhance our capabilities and financial profile, and our goal is to position ourselves as the acquirer of choice for space services and technology companies.

Operations

Our research, design, and manufacturing operations are supported by vertical integration at our U.S.-based facilities. We design and manufacture many of the components and subsystems for our launch vehicles, spacecraft, satellites, and landers. To support this level of vertical integration, we have developed extensive supply chain operations and capabilities across the United States and internationally, which are enabled by sophisticated third-party enterprise resource planning systems and tools. These systems and tools are supported by an in-house team of enterprise information systems personnel.

We obtain raw materials, components, subsystems, capital equipment, and other supplies from suppliers that we believe to be reputable and reliable. We have established and follow internal quality control processes to source suppliers, considering engineering validation, quality, cost, delivery, and lead-time factors. We have a quality management team that is responsible for managing and ensuring that supplied components meet quality standards. While we often source raw materials and other inputs and services from multiple sources, in some cases we also purchase various inputs and services from a sole or single source. In these supplier situations, we may attempt to manage sourcing risk by carrying increased buffer stock, particularly on long-lead items, and by seeking opportunities to diversify our supply chain in the future. See “Risk Factors—Risks Related to Our Business—If critical components or raw materials used to manufacture our products or used in our development programs become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products and in completing our development programs, which could damage our business.”

We have integrated manufacturing facilities just north of Austin, Texas. Our current manufacturing capability supports R&D, rapid prototyping, and flight level hardware in an integrated and disciplined manner, applying the correct level of rigor to the appropriate process. We leverage a strong culture of personal accountability to ensure efficiency and world class results across our operations. We are ASC 9100 certified and seek to adhere to the appropriate quality and process controls on a continuous basis.

Competition

We primarily compete with businesses in the following categories:

• companies providing dedicated small- and medium-lift launch vehicles to deliver payloads to various preferred orbits;

• companies providing spacecraft such as orbital vehicles and related solutions; and

• companies providing lander solutions, including our competitors on the NASA CLPS contract.

The principal competitive factors in our market include:

• flight heritage and reliability;

• delivery schedule;

• ability to customize products to meet specific needs of the customer;

• performance and technical features;

• price; and

• customer experience.

We believe that we compete favorably across these factors.

Intellectual Property

The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of patents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments, and other legal rights to establish and protect our intellectual property. We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees and consultants to control access to, and clarify ownership of, our proprietary information.

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We are the sole owner of five granted U.S. patents (U.S. Patent Nos. 11,391,247, 11,008,977, 11,384,713, 11,692,515, and 11,746,729) relating to our tap-off cycle liquid rocket engines, including patents related to the cooling channels in the combustion chambers and patents related to the hot gas tap-off power source used in these engines. These five patents each expire in 2039. For our registered and active trademarks, the duration of such intellectual property is unlimited provided that such marks continue to be in use.

Regulatory

We are required to comply with a variety of governmental regulations, which could have a significant impact on our business, including our capital expenditures, earnings, and competitive position. We incur or will incur costs to monitor and take actions to comply with governmental regulations that are or will be applicable to our business, including, among others, federal securities laws and regulations, applicable stock exchange requirements, economic sanctions and trade embargo laws, and restrictions and regulations of the U.S. Department of Transportation, the FAA, the FCC, and other government agencies in the United States and the other countries in which we operate. While our international operations are currently limited and we did not recognize revenue outside of the United States during the year ended December 31, 2024 or the nine months ended September 30, 2025, respectively, we anticipate further growth internationally by supporting more international customers from launch sites in the United States and expanding our operations to include international launch sites. For example, we are in the process of expanding our pad operations from Vandenberg Space Force Base in California to add Mid-Atlantic Regional Spaceport on Wallops Island, Virginia and Esrange Space Center in Esrange, Sweden to support more missions, customers, and additional launch cadence opportunities and are considering expansion of our operations to serve additional international markets. As we expand internationally, we will be subject to additional rules and regulations, see “Risk Factors—Risks Related to Our Business—If we continue to expand outside the United States, we will be exposed to a variety of risks associated with international operations that could materially and adversely affect our business.”

Further, our business is subject to, and we must comply with, stringent U.S. import and export control laws, including ITAR and EAR. The ITAR generally restricts the export of hardware, software, technical data and services that have defense or strategic applications. The EAR similarly regulates the export of hardware, software, and technology that has commercial or “dual-use” applications (i.e., for both military and commercial applications) or that have less sensitive military or space-related applications that are not subject to the ITAR. The regulations exist to advance the national security and foreign policy interests of the United States.

The U.S. government agencies responsible for administering the ITAR and the EAR have significant discretion in the interpretation and enforcement of these regulations. The agencies also have significant discretion in approving, denying, or conditioning authorizations to engage in controlled activities. Such decisions are influenced by the U.S. government’s commitments to multilateral export control regimes, particularly the Missile Technology Control Regime with respect to the spaceflight business. The ITAR generally restricts the export of hardware, software, technical data, and services that have defense or strategic applications. The EAR similarly regulates the export of hardware, software, and technology that has commercial or “dual-use” applications (for both military and commercial applications) or that have less sensitive military or space-related applications that are not subject to the ITAR. The regulations exist to advance the national security and foreign policy interests of the United States.

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While there are no current regulatory matters that we expect to be material to our business, there can be no assurance that existing or future laws, regulations, and standards applicable to our operations will not lead to a material adverse impact on our business, results of operations, prospects, or financial condition. If new and more stringent government regulations are adopted, if industry oversight increases, or if we become subject to new international government regulations as a result of international expansion, we may incur significant expenses to comply with any new regulations or heightened industry oversight that are not addressed by our existing activities. See “Risk Factors—Risks Related to Our Business—Our business is subject to various regulatory risks that could adversely affect our operations.”

Government Contracts

A material portion of our revenue is derived from contracts, directly or indirectly, with the U.S. government that are subject to U.S. government contracting rules and regulations and therefore are subject to the business risks specific to the defense industry, including the ability of the U.S. government to unilaterally: (1) suspend us from receiving new contracts; (2) terminate existing contracts at its convenience and without significant notice; (3) reduce the value of existing contracts; (4) audit our contract-related costs and fees, including allocated indirect costs; and (5) revoke required security clearances. Violations of government procurement laws could result in civil or criminal penalties.

Environmental, Health, and Safety Matters

Our operations and facilities are subject to an extensive regulatory framework of federal, state, local, and foreign environmental, health, and safety laws, and regulations and permits that govern, among other things, employee health and safety, discharges of pollutants into the air and water, the generation, handling, storage and disposal of hazardous materials and wastes, and the investigation and remediation of certain materials, substances, and wastes. Non-compliance with such laws, regulations and permits could result in substantial fines, penalties, and obligations. In addition, such laws and regulations may require us to investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations, and any obligations to remediate and investigate could be joint and several without regard to fault.

See “Risk Factors—Risks Related to Our Business—Environmental matters, including costs associated with compliance and remediation efforts and government and third-party claims, could have a material adverse effect on our reputation and our business, financial condition, and results of operations.”

Properties

Our principal facilities are located just north of Austin, Texas, including our corporate headquarters and Hive spacecraft facility in Cedar Park, Texas and our Rocket Ranch manufacturing and testing site in Briggs, Texas. We own our facilities in Briggs, Texas and lease our other facilities. We also operate a launch site at Vandenberg Space Force Base in California, and we are building out infrastructure at Virginia’s Mid-Atlantic Regional Spaceport on Wallops Island to facilitate launches of our Alpha and Eclipse launch vehicles and Esrange Space Center in Sweden to enable launches of our Alpha launch vehicle. We also have a lease for a launch site at Cape Canaveral in Florida to support future launch needs. We have contractual rights to access these facilities but do not own these launch sites.

Human Capital

As of September 30, 2025, we had approximately 861 full-time employees and zero part-time employees, none of whom are subject to any collective bargaining agreement. We consider our employee relations to be good. Our success depends, in part, on our continuing ability to identify, hire, attract, train, and develop highly qualified personnel. Experienced and highly skilled employees are in high demand. Competition for these employees can be intense, and there may be concerns regarding new employees’ unauthorized disclosure of competitors’ trade secrets. Generally, each employee is required to sign a confidentiality, non-disclosure, and non-use agreement with us.

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Legal Proceedings

In the ordinary course of business, we are involved in various pending and threatened litigation matters. In the future, we may be subject to additional legal proceedings, the scope and severity of which is unknown and could adversely affect our business. In addition, from time to time, we may receive letters or other forms of communication asserting claims against us.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information with respect to our directors and executive officers as of November 12, 2025:

Name	Age	Title
Jason Kim	48	Chief Executive Officer and Director
Darren Ma	46	Chief Financial Officer
Dan Fermon	57	Chief Operating Officer
Shea Ferring	53	Chief Technology Officer
David Wheeler	58	General Counsel
Kirk Konert	38	Chairman
Marc Weiser	52	Director
Christopher Emerson	53	Director
Thomas Zurbuchen	57	Director
Pamela Braden	67	Director
Kevin McAllister	62	Director
Jon Lusczakoski	35	Director
Ryan Boland	42	Director

Jason Kim has served as our Chief Executive Officer and as a member of our Board since October 2024. He previously served as Chief Executive Officer of Millennium Space Systems from December 2020 to September 2024 and as Vice President of Strategic Planning from September 2009 to December 2019. Mr. Kim has also held positions with Raytheon and Northrop Grumman. Mr. Kim attended the United States Air Force Academy, where he earned a BS in Electrical Engineering, and served in the United States Air Force from 1999 to 2006. Mr. Kim also earned a MS in Electrical Engineering from the U.S. Air Force Institute of Technology and an MBA from UCLA Anderson School of Management. We believe that Mr. Kim is qualified to serve as a director given his deep industry experience and his insight into our business as our Chief Executive Officer.

Darren Ma has served as our Chief Financial Officer since August 2020. Prior to that, Mr. Ma served as Chief Financial Officer and Senior Vice President of Spectra7 Microsystems from November 2017 to July 2020 and as Chief Financial Officer of GigPeak, Inc. from October 2014 to September 2017. Mr. Ma has also previously served as a business unit controller at Semtech (NASDAQ: SMTC) and a finance manager at Intel (NASDAQ: INTC). Mr. Ma received a BS in Managerial Economics from UC Davis and an MBA from the W.P. Carey School of Business at Arizona State University.

Dan Fermon has served as our Chief Operating Officer since October 2022. Prior to that, Mr. Fermon was a Vice President at AE Industrial Partners from September 2021 to November 2022. Previously, Mr. Fermon served in several executive roles, including Senior Executive General Manager and Executive Program Manager, for GE Aerospace (NYSE: GE) from August 2006 to December 2020. Mr. Fermon holds a dual BS in both Aerospace and Mechanical Engineering from the State University of New York at Buffalo.

Shea Ferring has served as our Chief Technology Officer since June 2023. Mr. Ferring has been working at the Company since April 2018 in several roles, including Senior Vice President of Engineering, Senior Vice President of Spacecraft, and Vice President of Mission Assurance. Prior to that, Mr. Ferring was a Co-Founder and Chief Operating Officer of M2S2-Technologies, an engineering services company, from October 2014 to April 2018. Mr. Ferring has a BS in Aerospace Engineering and a Master of Science in Aerospace and Satellite Design, both from Arizona State University.

David Wheeler has served as our General Counsel and a Senior Vice President since June 2022. Prior to that, Mr. Wheeler was Of Counsel at the law firm Squire Patton Boggs from November 2021 to June 2022. Mr. Wheeler served Division General Counsel and Group Chief Compliance Officer at Signature Aviation plc, from August 2015 to May 2022 and Senior Counsel at GE Aerospace (NYSE: GE) from August 2010 to July 2015. Prior to that, Mr. Wheeler was a Principal at Squire, Sanders & Dempsey LLP from March 2003 to February 2010. Mr. Wheeler holds a BS in Business Administration from the University of Vermont and a JD from the University of Cincinnati College of Law and is a Certified Public Accountant (inactive).

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Kirk Konert has served as a member of our Board since March 18, 2022. Since December 2023, Mr. Konert has been a Managing Partner at AE Industrial Partners. Prior to that, Mr. Konert was a Partner at AE Industrial Partners from October 2019 to December 2021, and a Principal from August 2014 to October 2019. Mr. Konert currently serves on the board of directors of BigBear.ai (NYSE: BBAI), Calca Solutions, Redwire (NYSE: RDW), ThayerMahan, and York Space Systems. Previously, Mr. Konert was a Senior Associate at Sun Capital Partners from July 2011 to July 2014 and was an analyst with Wells Fargo Securities’ Industrial Group from June 2009 to June 2011. Mr. Konert earned a BA in Economics at Davidson College. We believe that Mr. Konert is qualified to serve as a director given his leadership and transactional experience.

Marc Weiser has served as a member of our Board since October 2024. Mr. Weiser is the Founder and Managing Director of RPM Ventures, a venture capital firm, where he has been investing since May 2000. Mr. Weiser has served on the board of directors of numerous privately held companies during that time. Mr. Weiser earned a BA in Aerospace Engineering and an MBA from the University of Michigan. We believe that Mr. Weiser is qualified to serve as a director given his experience leading corporate strategy discussions at the board level and experience with developing and implementing strategies for growth and optimization, including partnerships, mergers and acquisitions, joint ventures, and divestitures.

Christopher Emerson has served as a member of our Board since September 2022. Since January 2024, Mr. Emerson has been a Senior Partner at AE Industrial Partners and was an Operating Partner from October 2022 to January 2024. Mr. Emerson currently serves as Chairman of the board of ALL.SPACE, Chairman of the board of Spirent Federal Systems, and on the board of directors of Belcan, York Space Systems LLC and The Atlas Group. Previously, Mr. Emerson served on the board of directors at Hidden Level Inc. from May 2022 to October 2024 and HawkEye 360 from September 2019 to November 2021. Mr. Emerson served as Chairman of the board of Airbus U.S. Space & Defense, Inc. (OTCMKTS: EADSY) from October 2021 to February 2022, Chairman of the Board and President of Airbus U.S. Space & Defense, Inc. from July 2019 to October 2021, and President of Airbus Helicopters, Inc. from June 2015 to July 2019. From 2003 to 2015, Mr. Emerson served in various roles at Airbus U.S. Space & Defense, Inc., including as Senior Vice President and Chief Financial Officer. Mr. Emerson earned a BAS in International Economics from the University of Alabama. We believe that Mr. Emerson is qualified to serve as a director given his experience in the aerospace industry and extensive leadership experience.

Thomas Zurbuchen has served as a member of our Board since May 2025. Since June 2023, Mr. Zurbuchen has led the ETH Space initiative at ETH Zürich Space, a public university in Germany. Mr. Zurbuchen currently serves as a member of the board of advisors of Voyager Space, as a member of the board of McKinley Inc., and serves on the board of directors of the Schindler Group. Prior to that, Mr. Zurbuchen was Associate Administrator at the National Aeronautics and Space Association Science Mission Directorate from October 2016 to December 2022. Prior to that, from September 2014 to October 2016, Mr. Zurbuchen worked as a Talent Acquisition Specialist at eLab Ventures. From February 1998 to October 2016, Mr. Zurbuchen held various educational leadership positions at the University of Michigan, including as a Research Scientist from January 1998 to September 2003, as the Director of the Center for Entrepreneurship from October 2007 to August 2009, and as a professor from September 2003 to October 2016. Mr. Zurbuchen earned an MS and a PhD in physics from the University of Bern. We believe Mr. Zurbuchen is qualified to serve as a director given his technical background and extensive leadership experience in private and public institutions.

Pamela Braden has served as a member of our board since completion of our IPO. Since February 2022, Ms. Braden has been an Operating Partner at AE Industrial Partners. Ms. Braden currently serves on the board of directors of BigBear.ai (NYSE: BBAI) and REDLattice, and previously served on the board of directors of Belcan. Prior to joining AE Industrial Partners, Ms. Braden was the Chief Executive Officer and Founder of the digital engineering services firm Gryphon Technologies from January 1998 to December 2021. Prior to that, Ms. Braden served as an executive at various government sector-focused startups. Ms. Braden earned a BA in Political Science from the University of Akron. We believe Ms. Braden is qualified to serve as a director given her experience in the defense industry and as an executive for complex technology companies.

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Kevin McAllister has served as a member of our board since completion of our IPO. Since June 2020, Mr. McAllister has been a Senior Operating Partner and Co-Head of the Portfolio Strategy and Optimization Group at AE Industrial Partners. Mr. McAllister currently serves on the board of directors of Embraer S.A. (NYSE: ERJ). Mr. McAllister previously served as the Chairman of the board of directors of Belcan. Prior to joining AE Industrial in June 2020, Mr. McAllister served as President and Chief Executive Officer of Boeing Commercial Airplanes from December 2016 to October 2019. Prior to that, Mr. McAllister worked at GE Aerospace (NYSE: GE) from 1989 to 2016, where he most recently served as President and Chief Executive Officer of GE Aviation Services from 2014 to 2016 and was previously Vice President and General Manager of Global Sales and Marketing from 2008 to 2014. He also held multiple leadership roles at GE Aviation across Global Customer and Product Support, Overhaul & Component Repair Operations, Lean Six Sigma, and Engineering. Mr. McAllister earned a BS in Metallurgical and Materials Engineering from the University of Pittsburgh. We believe Mr. McAllister is qualified to serve as a director given his leadership experience in the aerospace industry.

Jon Lusczakoski has served as a member of our board since completion of our IPO. Since August 2024, Mr. Lusczakoski has been a Principal at AE Industrial Partners and previously was a Vice President from August 2021 to August 2024, a Senior Associate from October 2020 to August 2021 and an Associate from August 2018 to October 2020. Mr. Lusczakoski currently serves on the board of directors of Calca Solutions and the National Security Space Association. Prior to joining AE Industrial Partners in August 2018, Mr. Lusczakoski was a Lead Engineer in the Program Development group at Williams International from June 2012 to July 2018. Mr. Lusczakoski earned a BS in Mechanical Engineering from Michigan State University and an M

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Filing Compare · Firefly Aerospace Inc.