(2)Table Otherof includes loss on foreign exchange, executive severance, and fees in connection with acquisitions, which are required to be expensed as incurred.Contents

(6)Table As of December 31, 2024, the aggregate number of stock options outstanding for each of the directors listed below were as follows:Contents

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(2)Table Otherof includes loss on foreign exchange, executive severance, and fees in connection with acquisitions, which are required to be expensed as incurred.Contents

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As filed with the Securities and Exchange Commission on July 11, 2025

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~~No. 333-~~ As filed with the Securities and Exchange Commission on November 17, 2025

No.

333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

~~FORM~~ S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Firefly Aerospace Inc.

(Exact name of registrant as specified in its charter)

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

1320 Arrow Point Drive #109

Cedar Park~~, TX 78613~~

~~512-893-5570~~ TX

78613

512

893-5570

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

Jason Kim

Chief Executive Officer

1320 Arrow Point Drive #109

Cedar Park~~, TX 78613~~

, TX

~~512-893-5570~~ 78613

512-

893-5570

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

Copies of all communications, including communications sent to agent offor service, should be sent to:

Robert M. Hayward, P.C. Kevin M. ~~Frank~~FrankAshley ~~Ashley~~SinclairKirkland ~~Sinclair Kirkland~~ & Ellis ~~LLP~~LLP333 ~~333~~ West Wolf Point ~~Plaza Chicago~~PlazaChicago, IL 60654 (312) 862-2000 David ~~Wheeler~~WheelerGeneral ~~General~~Counsel1320 ~~Counsel 1320~~ Arrow Point Drive #~~109~~109Cedar ~~Cedar~~ Park, TX ~~78613 512~~78613512-893-5570 ~~Michael Kaplan Stephen Byeff Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000~~

Approximate date of commencement of proposed sale to the public~~: As soon as practicable after this registration statement becomes effective.~~

: From time to time after this Registration Statement becomes effective.

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: ☐☒

If this Form is filed to ~~register~~registered 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(c) under the Securities Act, check the following box and list the Securities ~~Act~~ 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(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a~~ non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Securities Exchange Act of 1934. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

~~This~~The information in this ~~preliminary~~ prospectus is not complete and may be changed. ~~These~~We ~~securities~~ may not besell ~~sold~~these securities until the registration statement filed with the Securities and Exchange Commission is effective. This ~~preliminary~~ prospectus is not an offer to sell these securities, and it is not soliciting anoffers ~~offer~~ to buy, these securities, in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion,) ~~dated , 2025~~

~~Shares~~Dated November 17, 2025

11,111,116 Shares

LOGO

Common Stock

This isprospectus relates to the ~~initial~~offer ~~public~~and ~~offering~~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~~Common ~~stock~~Stock, par value $0.0001 per share (the “Common Stock”) of Firefly Aerospace Inc. We(“Firefly ~~are~~Aerospace”) ~~offering shares~~that were received by such Selling Securityholders as consideration in connection with Firefly Aerospace’s acquisition (the “Acquisition”) of ~~common~~SciTec ~~stock~~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.

~~Prior~~We towill ~~this~~not ~~offering,~~receive ~~there~~any ~~has~~proceeds ~~been~~from nothe ~~public~~sale ~~market~~of ~~for~~shares ~~our~~of ~~common~~Common ~~stock.~~Stock Weby ~~anticipate that~~ the ~~initial~~Selling ~~public~~Securityholders ~~offering~~pursuant ~~price~~to ~~for~~this ~~our common stock will be between $ and $ per share~~prospectus. ~~We intend to list our common stock on The Nasdaq Global Market~~However, orwe ~~Nasdaq,~~will ~~under~~pay the ~~symbol “FLY.” However~~expenses, noother ~~assurance~~than ~~can~~underwriting bediscounts ~~given~~and ~~that~~commissions ~~our~~and ~~listing~~certain ~~application will~~expenses beincurred ~~approved.~~by Ifthe ~~our~~Selling ~~listing~~Securityholders ~~application~~in isconnection ~~not~~with ~~approved~~the byregistration ~~Nasdaq,~~of wethe ~~will~~Common ~~not be able to consummate this offering~~Stock.

~~After~~We ~~giving~~are ~~effect~~registering tothe ~~this offering,~~offer ~~investment~~and ~~funds~~sale ~~managed~~of bycertain AEsecurities ~~Industrial~~described ~~Partners,~~above LPto ~~(“AE~~satisfy ~~Industrial~~certain ~~Partners”),~~registration ~~will~~rights ~~hold~~we ~~approximately %~~have ofgranted. ~~our~~Our ~~outstanding~~registration ~~common stock (or approximately %~~ of ~~our~~the ~~outstanding~~securities ~~common~~covered ~~stock,~~by ifthis ~~the underwriters’~~prospectus ~~option~~does tonot ~~purchase~~mean ~~additional~~that ~~shares~~the ~~from~~Selling usSecurityholders iswill ~~exercised~~offer inor ~~full)~~sell, ~~and~~any beof ~~party~~the tosecurities. aThe ~~director~~Selling ~~nomination~~Securityholders ~~agreement~~and ~~creating~~any aof ~~group~~their ~~controlling~~permitted ~~more~~transferees ~~than~~may ~~50%~~offer ofand sell the ~~total~~securities ~~voting~~covered ~~power~~by ofthis ~~our~~prospectus ~~common~~in ~~stock~~a ~~with~~number ~~respect to the election~~ of ~~our~~different ~~directors.~~ways ~~See~~and ~~“Risk~~at ~~Factors—Risks~~varying ~~Related~~prices. toIn connection ~~This~~with ~~Offering~~the ~~and~~Acquisition, ~~Ownership~~the ofSelling ~~Our~~Securityholders ~~Common~~have ~~Stock—AE~~agreed ~~Industrial~~not ~~Partners~~to ~~controls~~transfer, ussell, ~~and~~pledge, ~~its~~distribute ~~interests~~or ~~may~~otherwise ~~conflict~~dispose ~~with~~of ~~ours~~the orCommon ~~yours~~Stock received in the ~~future.” Accordingly~~Acquisition, ~~we expect~~or toenter beinto aany ~~“controlled~~other ~~company”~~arrangement asthat ~~defined~~transfers into ~~the~~another ~~corporate~~person ~~governance~~any ~~rules~~ of ~~Nasdaq~~the ~~and~~economic ~~will~~consequences beof ~~exempt~~ownership ~~from certain corporate governance requirements~~ of such ~~rules.~~shares, Asuntil ~~a result~~February 7, AE2026. ~~Industrial~~Additional ~~Partners~~information ~~will~~on ~~have~~the ~~significant~~Selling ~~power~~Securityholders, ~~to control our affairs~~ and ~~policies and influence~~ the ~~outcome~~times ofand ~~matters~~manner ~~that~~in ~~require~~which ~~stockholder~~they ~~approval,~~may ~~including~~offer ~~with~~and ~~respect~~sell to the ~~election~~securities ofunder ~~directors~~this prospectus, ~~the~~is ~~adoption~~provided ofunder ~~amendments~~“Selling toSecurityholders” ~~our certificate of incorporation~~ and ~~bylaws~~“Plan ~~and the approval~~ of ~~any~~Distribution” ~~merger~~in orthis ~~sale of substantially all of our assets~~prospectus. ~~See “Management—Controlled Company Exemption.”~~

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Common Stock is listed on the Nasdaq Global Market under the symbol “FLY”. On November 12, 2025, the closing price of our Common Stock was $18.31 per share.

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 of Being an Emerging Growth Company.”

Investing in our ~~common~~Common ~~stock~~Stock involves risks. See “Risk Factors” beginning on page 8 33 to read about factors you should consider before buying shares of our ~~common~~Common ~~stock~~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.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us	$	$

(1) See “Underwriting” for additional information regarding underwriting compensation.

We have granted the underwriters an option to purchase up to additional shares of our common stock at the initial public offering price, less the underwriting discounts and commissions within 30 days of the date of this prospectus.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about , 2025.

Goldman Sachs & Co. LLC J.P. Morgan Jefferies Wells Fargo Securities

Morgan Stanley Deutsche Bank Securities Cantor

Co-Managers

Roth Capital Partners Academy Securities

Prospectus dated , 2025.

TABLE OF CONTENTS

PROSPECTUS SUMMARY			21
RISK FACTORS			338
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			8357
MARKET AND INDUSTRY DATA			8560
USE OF PROCEEDS			8661
DIVIDEND POLICY			8762
CAPITALIZATION			88
MARKET INFORMATION			63
DILUTION			90
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			93
BUSINESS			82
BUSINESS			112
MANAGEMENT			104
MANAGEMENT			127
EXECUTIVE COMPENSATION			110
EXECUTIVE COMPENSATION			133
PRINCIPAL STOCKHOLDERS			122
PRINCIPAL STOCKHOLDERS			146
SELLING SECURITYHOLDERS			125
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			~~149~~126
DESCRIPTION OF CERTAIN INDEBTEDNESS			~~154~~131
DESCRIPTION OF CAPITAL STOCK			~~156~~133
SHARES ELIGIBLE FOR FUTURE SALE			~~162~~138
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			165
PLAN OF DISTRIBUTION			141
UNDERWRITING			170
LEGAL MATTERS			145
LEGAL MATTERS			179
EXPERTS			146
EXPERTS			180
WHERE YOU CAN FIND ADDITIONAL INFORMATION			147
WHERE YOU CAN FIND ADDITIONAL INFORMATION			181
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

~~Neither~~We weand ~~nor~~ the ~~underwriters~~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 ~~prospectus~~prospectuses ~~prepared by or on behalf of us or to which~~ we have ~~referred you~~prepared. We and the ~~underwriters~~Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may ~~give~~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. WeThe Selling Securityholders are offering to sell, and seeking offers to buy, shares of our ~~common~~Common ~~stock~~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~~Common ~~stock~~Stock.

For investors outside the United States: neither we nor the ~~underwriters~~ 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~~Common ~~stock~~Stock and the distribution of this prospectus outside the United States.

Through and including , 2025 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under the shelf registration process, the Selling Securityholders may, from time to time, sell the shares of Common Stock offered by them described in this prospectus through any means described in the section titled “Plan of Distribution.” More specific terms of any offer and sale may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

We may also provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part together with the additional information to which we refer you in the sections of this prospectus titled “Where You Can Find More Information.”

This 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.”

TRADEMARKS AND TRADE NAMES

“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.

1iii

PROSPECTUS SUMMARY

The following summary contains selected information contained elsewhere in this prospectus about us and about this offering. 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 in its entirety, including matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our Consolidated Financial Statements and the related notes included elsewhere in this prospectus. 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,” the “Company,” “we,” “us,” “our,” or similar terms refer to Firefly Aerospace Inc. and its consolidated subsidiaries.

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 Low Earth Orbit (“LEO”) and can access Medium Earth Orbit (“MEO”), Geostationary Orbit (“GEO”), Highly Elliptical Orbit (“HEO”) and Trans-lunar Injection (“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.

2On 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.

Our Spacecraft Solutions—our Blue Ghost lander (“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 U.S. Department of Defense’s (the “DoD”) Defense Innovation Unit (“DIU”) and perform multiple Rendezvous Proximity Operations (“RPO”) and space domain awareness operations on-demand. Additionally, we expect to offer a lunar imaging service, named Ocula, through Elytra as early as 2026. 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.

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 its 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 the U.S. Space Force (“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.

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 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 National Reconnaissance Office (“NRO”), and is onboarded to perform technology missions to support the Proliferated Warfighter Space Architecture of Tracking and Transport layer constellations for the Space Development Agency (“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 research and development, 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 a 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 future launch pad capacity will be unlocked from expansion at Cape Canaveral SFS 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 Esrange, 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.

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 as early as 2026, 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. 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 (“NSSL”) 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.

Challenges

We face a number of challenges inherent to our industry, including, among others: our focus on the defense markets and concentration of primary contracts with various governmental entities that account for a meaningful portion of our revenue; our ability to manage the increasing technological complexity of our business and the solutions we offer; and the impact of governmental budget and spending trends. We have historically generated net losses and there can be no assurance that we will generate net income at any point in the future. We may also seek growth by pursuing acquisitions or investment opportunities to complement or expand our existing business, some of which may be material and which could prove to be costly, time consuming, and challenging to consummate and/or integrate with our existing business. In addition, 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.

Any number of these challenges, and others, could have a negative impact on our business, financial condition, and results of operations. For a discussion of the challenges, risks, and limitations that could harm our prospects, see “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Indebtedness

We have a substantial amount of indebtedness and may incur additional indebtedness in the future. As of March 31, 2025, our total indebtedness, excluding capitalized debt issuance costs, was $173.6 million, including $136.1 million under our Term Loan Facility (as defined herein) and $37.5 million under finance leases and other obligations. Although we intend to use a portion of the net proceeds received by us from this offering to repay all of our borrowings under the Credit Agreement, we may incur additional indebtedness in the future, including in connection with this offering. We have historically relied on a substantial amount of debt to finance our operations and investments and may continue to be reliant on such financing in the future. For a discussion 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.”

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.

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.

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.

• Lawrence Livermore National Laboratory (LLNL): We have a partnership with Lawrence Livermore National Laboratory, announced in June 2025, for a lunar imaging service named Ocula. Ocula will be offered through our Elytra orbital vehicles as early as 2026. LLNL provides high-resolution telescopes that operate onboard Elytra in lunar orbit and provide ultraviolet and visible spectrum imaging. Combined with Elytra, this is a key capability to identify mineral deposits on the Moon’s surface, map future landing sites with higher fidelity, and enable cislunar situational awareness.

• 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 $1.1 billion in backlog as of March 31, 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 $1.1 billion as of March 31, 2025, and in the fact that we have over 30 planned launches under contract as of March 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

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

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. We are currently evaluating acquisition opportunities and expect to continue to do so in the future, with a view towards potentially accelerating these objectives.

Although we are not party to any definitive agreements at this time and no acquisition is probable as of the date hereof, we are actively considering an add-on acquisition opportunity in the software industry that is expected to be complementary to our business and may enter into a definitive agreement with respect to this or other opportunities after the completion of this offering, and the transactions contemplated by such agreements could be material to our business. See “Risk Factors—Risks Related to Our Business—We may experience difficulties or disruptions in consummating future acquisitions and integrating the operations of acquired companies into our business, or entering into any partnerships or joint ventures, and in realizing the expected benefits of these transactions.” In pursuing any 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. We believe that there currently are and, as the space industry matures will continue to be, opportunities to acquire targets and make investments that enhance our capabilities and financial profile. Our goal is to position ourselves as the acquirer of choice for space services and technology companies.

Recent Developments

Preliminary Unaudited Estimated Financial Results as of and for the Six Months Ended June 30, 2025

We are in the process of finalizing our results as of and for the six months ended June 30, 2025. We have presented below ranges of certain unaudited preliminary results and estimates of selected key business metrics as of and for the six months ended June 30, 2025, as well as the comparative period for the six months ended June 30, 2024. The following information reflects our preliminary estimates with respect to such data based on currently available information and does not present all necessary information for an understanding of our financial condition as of and for the six months ended June 30, 2025. These estimated metrics should not be viewed as a substitute for our financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) included in this prospectus.

We have prepared and provided ranges, rather than specific amounts, for the information below, primarily because our financial closing and analysis procedures are not yet completed. This financial information has been prepared by, and is the responsibility of, our management and is subject to revisions based on our procedures and controls associated with our financial reporting process. Accordingly, undue reliance should not be placed on these preliminary estimates. Our independent registered public accounting firm, Grant Thornton LLP, has not audited, reviewed, or performed any procedures with respect to our preliminary results or the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto. Our actual unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2025, and June 30, 2024, are not expected to be filed with the Securities and Exchange Commission (the “SEC”) until after the completion of this offering.

While we believe that such information and estimates are based on reasonable assumptions and management’s reasonable judgment, our actual results may vary. Factors that could cause the actual results to differ include (but are not limited to) the discovery of new information that affects accounting estimates and management’s judgments, or impacts valuation methodologies underlying these estimated results; the completion of our auditors’ procedures for the review of our interim consolidated condensed financial statements; and a variety of business, economic, and competitive risks and uncertainties, many of which are not within our control, and we undertake no obligation to update this information, unless required by law. Further, our preliminary

estimates below are not necessarily indicative of the metrics to be expected for any future period as a result of various factors, including, but not limited to, those discussed in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

Adjusted EBITDA and Free Cash Flow are non-GAAP (as defined below) supplemental financial measures. For further information about the limitations to the use of the non-GAAP financial measures presented in this prospectus, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Non-GAAP Information.” Backlog is a key performance indicator. The following tables provide detail on our preliminary unaudited estimated financial results as of and for the six months ended June 30, 2025, and reconcile Adjusted EBITDA and Free Cash Flow to net loss and net cash used in operating activities, respectively, the most directly comparable U.S. GAAP financial measures:

	As of and for the Six Months Ended June 30,
	2025		2024
	(Estimated)		(Actual)
	High	Low
($ in thousands)
U.S. GAAP Financial Measures:
Revenue	$	$	$
Net loss	$	$	$
Net cash used in operating activities	$	$	$
Non-GAAP Financial Measures:
Adjusted EBITDA(1)	$	$	$
Free Cash Flow(1)	$	$	$
Key Performance Indicator:
Backlog(1)	$	$	$

(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the definitions of Adjusted EBITDA, Free Cash Flow, and backlog.

Reconciliation of net loss to Adjusted EBITDA

For the Six Months Ended June 30,

2025

2024

(Estimated)

(Actual)

High

Low

($ in thousands)

Net loss

Adjusted for:

Interest expense, net

Depreciation and amortization

Share-based compensation expense

Change in fair value of warrant liabilities

Loss (gain) on disposal of fixed assets

One-time costs related to the IPO (1)

Other (2)

Adjusted EBITDA

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

(2) Other includes loss on foreign exchange, executive severance, and fees in connection with acquisitions, which are required to be expensed as incurred.

Reconciliation of net cash used in operating activities to Free Cash Flow

	For the Six Months ended June 30,
	2025		2024
	(Estimated)		(Actual)
	High	Low
($ in thousands)
Net cash used in operating activities	$	$	$
Purchases of property and equipment
Free Cash Flow	$	$	$

Adjusted EBITDA and Free Cash Flow should be considered in addition to, and not as a replacement for or superior to, the respective comparable U.S. GAAP measures, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering an additional way of viewing our results that, when reconciled to the respective corresponding U.S. GAAP measure, helps our investors to understand the operating income of our business and compare our operating income to prior and future periods and to our peers. We urge you to review the reconciliations found above and elsewhere in this prospectus. For a reconciliation of Adjusted EBITDA and Free Cash Flow to other periods and more information regarding our use of these metrics and their usefulness to investors, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

New Revolving Credit Facility

We currently anticipate entering into a new revolving credit facility (the “Revolving Credit Facility”) substantially concurrently with the closing of this offering. The maturity, interest rates, and other terms of the Revolving Credit Facility are in the process of being negotiated with prospective lenders; however, we expect that the initial aggregate principal amount of the revolving commitments available under the Revolving Credit Facility will be approximately $125.0 million. The Revolving Credit Facility will be a senior secured revolving credit facility that will be guaranteed by certain of our 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 is anticipated to contain representations and warranties, affirmative, negative and financial covenants, and events of default customary for secured financings of this type.

Borrowings under the Revolving Credit Facility may vary significantly from time to time depending on our cash needs at any given time. We cannot assure you that we will obtain binding commitments for the Revolving Credit Facility on favorable terms or at all. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt” and “Description of Certain Indebtedness” for additional information.

Declaration of Dividend on Preferred Stock

On July 10, 2025, our board of directors declared a dividend (the “Preferred Stock Dividend”) payable in common stock in respect of all accrued and unpaid dividends of the Company’s outstanding shares of Series C, Series D-1, Series D-2, and Series D-3 Preferred Stock, contingent upon receipt of the required consent of certain third parties. Upon receipt of such consent, and prior to the commencement of this offering, we anticipate paying the dividend by issuing approximately 10.6 million shares of common stock to the existing holders of our Series C, Series D-1, Series D-2, and Series D-3 Preferred Stock. We currently anticipate that any additional dividends on our outstanding shares of Series C, Series D-1, Series D-2, and Series D-3 Preferred Stock that accrue following the declaration of the Preferred Stock Dividend will be paid in cash, contingent upon the closing of this offering, and repayment in full of the Term Loan Facility. See “Use of Proceeds.”

Risk Factors Summary

Investing in our ~~common~~Common ~~stock~~Stock involves risks, which are discussed more fully under “Risk Factors.” You should carefully consider all the information in this prospectus, including under “Risk Factors,” before making an investment decision. Some of the most significant risks we face are the following:

•

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, resulting in regulatory holds or suspensions following launch anomalies;

•

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 and a wide and unique range of risks due to the unpredictability of space;

•

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;

•

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;

•

concentration of our customers and backlog customers;

•

we may not be successful in developing new technology;

•

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

• disruptions in U.S. government operations and funding and budgetary priorities of the U.S. government;

•

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

•

we are dependent on our current CEO and other members of management, as well as our highly trained employees;

•

we face significant competition in the global space market;

•

any 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;

•

our operating results may fluctuate significantly;

•

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;

• the ~~inability~~ability to comply with any of our contracts or meet eligibility requirements to obtain certain government contracts;

•

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

•

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

•

the inability to realize our backlog;

•

our operations depend on our manufacturing facilities, which are subject to physical and other risks;

•

our leases may be terminated or we may be unable to renew our leases on acceptable terms;

• we have identified a material weakness in our internal control over financial reporting;

•

our business is subject to a wide variety of extensive and evolving government laws and regulations and contracting in the defense industry is subject to significant regulation;

•

we are subject to complex tax laws;

•

we have substantial indebtedness, and we may not be able to generate sufficient cash to service all of such indebtedness;

• the market price of our ~~common~~Common ~~stock~~Stock may be volatile or may decline steeply or suddenly regardless of our operating performance and you may not be able to resell your shares at or above the initial public offering price;

• wethe ~~will~~requirements ~~incur~~of ~~increased~~being ~~costs~~a public company, including compliance with the reporting requirements of the Exchange Act and ~~devote~~the ~~substantial~~requirements of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs, and distract management, ~~time~~and aswe amay ~~result~~be ofunable ~~operating~~to ascomply with these requirements in a ~~public~~timely ~~company~~or cost-effective manner;

•

as an emerging growth company, we are able to avail ourselves of reduced disclosure requirements;

•

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

25• 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; and

•

we are a “controlled company” within the meaning of the Nasdaq rules and we rely on exemptions from certain corporate governance requirements.

These 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.

• provisions in our certificate of incorporation and bylaws, each of which will be in effect upon the completion of this offering, could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock; and

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

Implications of Being an Emerging Growth Company

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 ~~this~~our ~~offering~~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~~Common ~~stock~~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.

An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

•

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”);

•

only 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;

•

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration 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.

We have elected to take advantage of certain of the reduced disclosure obligations regarding financial statements and executive compensation in this prospectus and expect to elect to take advantage of other reduced burdens 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 the JOBS Act, emerging growth companies can delay adopting new 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 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 Principal Stockholder

AE Industrial made its initial investment in Firefly Aerospace in 2022 and is a 37% stakeholder in the Company as of November 10, 2025. AE Industrial Partners has the ~~date~~right to designate nominees to our board of ~~this~~ ~~registration~~directors ~~statement~~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 other stockholders, including certain entities controlled by Marc Weiser, a member of our board of directors (together with AE Industrial Partners, the “Investor Group”). In addition, AE Industrial Partners has received voting proxies with respect to all of the shares issued in the Acquisition. As a 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” and “Certain Relationships and Related Party Transactions—Agreements with our Significant

~~After~~4 giving effect to this offering, AE Industrial Partners will hold approximately % of our outstanding common stock (or approximately % of our outstanding common stock, if the underwriters’ option to purchase additional shares from us is exercised in full). In addition, AE Industrial Partners will have the right to designate nominees to our board of directors pursuant to a director nomination agreement (the “Director Nomination Agreement”) to be entered into in connection with this offering between us, AE Industrial Partners, and certain other stockholders (together with AE Industrial Partners, the “Investor Group”). As a result, upon the completion of this offering, the Investor Group will control 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” and “Certain Relationships and Related Party Transactions—Agreements with our Significant Stockholders—Director Nomination Agreement.” Accordingly, we expect to be a “controlled company” as defined in the corporate governance rules of Nasdaq and will be exempt from certain corporate governance requirements of such rules. As a result, AE Industrial Partners will have 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. See “Management—Controlled Company Exemption.” 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, as a result, qualify for and intend to 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 “Certain Relationships and Related Party Transactions,” “Principal Stockholders” and “Description of Capital Stock.”

Stockholders—Director Nomination Agreement.” Accordingly, we are a “controlled company” as defined in the corporate governance rules of 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. See “Management—Controlled Company Exemption.” 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 “Certain Relationships and Related Party Transactions,” “Principal Stockholders” and “Description of Capital Stock.”

AE Industrial Partners is a leading global alternative investment manager headquartered in Boca Raton, Florida. As of December 31, 2024, AE Industrial Partners’ global platform had approximately $6.4 billion of assets under management with approximately 7,000 employees operating across North America, Europe, Asia Pacific and the Middle East.

Corporate Information

Firefly Aerospace was formed on January 27, 2017, acquired the assets of Firefly Systems Inc. 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.

276

The Offering

Common ~~stock~~Stock offered by usthe ~~shares.~~Selling Securityholders 11,111,116

~~Underwriters’~~Total ~~option~~number toof ~~purchase additional~~ shares ofoutstanding ~~common stock to cover over-allotments shares.~~159,251,122

~~Common~~Use ~~stock~~of toProceeds beAll ~~outstanding~~of ~~after~~the securities offered by the Selling Securityholders pursuant to this ~~offering~~prospectus ~~shares~~will ~~(or~~be ~~shares~~sold ifby the ~~underwriters~~Selling ~~exercise~~Securityholders infor ~~full~~ their ~~option~~respective toaccounts. ~~purchase~~We ~~additional~~will ~~shares~~not receive any of ~~common~~the ~~stock)~~proceeds from these sales.

~~Use~~The ofSelling ~~proceeds~~Securityholders Wewill ~~estimate~~pay ~~that~~any weunderwriting ~~will~~discounts ~~receive~~and ~~net~~commissions ~~proceeds~~and ~~from~~expenses ~~this~~incurred ~~offering~~by ofthe ~~approximately~~Selling $Securityholders ~~million~~for ~~(or~~brokerage, ~~approximately~~accounting, $tax ~~million~~or iflegal ~~the~~services ~~underwriters~~or ~~exercise~~any inother ~~full~~expenses ~~their~~incurred ~~option~~by tothe ~~purchase~~Selling ~~additional~~Securityholders ~~shares~~in disposing of ~~common~~the ~~stock),~~securities. ~~based~~We onwill anbear ~~assumed~~the ~~initial~~costs, ~~public~~fees ~~offering~~and ~~price~~expenses ofincurred $in ~~per~~effecting ~~share,~~ the ~~midpoint~~registration of the ~~estimated~~securities ~~price~~covered ~~range~~by ~~set~~this ~~forth~~prospectus, onincluding ~~the~~all ~~cover~~registration ~~page~~and offiling ~~this prospectus~~fees, Nasdaq listing fees and ~~after~~fees ~~deducting~~and ~~estimated~~expenses ~~underwriting~~of ~~discounts~~our counsel and ~~commissions~~our ~~and~~independent ~~estimated~~registered ~~offering~~public ~~expenses~~accounting ~~payable~~firm. bySee us“Use of Proceeds.”

WeDividend ~~intend~~policy toWe ~~use~~currently ~~net~~do ~~proceeds~~not ~~received~~anticipate bypaying ~~us from this offering to repay our outstanding borrowings under the Credit Agreement (as defined herein), together with~~ any ~~applicable~~cash ~~prepayment premiums and accrued interest, and to pay any accrued and unpaid~~ dividends onafter ~~our~~this ~~outstanding~~offering ~~Series C~~ and ~~Series~~for ~~D Preferred Stock that accrue following~~ the ~~declaration~~foreseeable ~~of the Preferred Stock Dividend, with any remaining amounts being used for general corporate and working capital purposes~~future. AsAny offuture ~~March~~determination ~~31,~~relating ~~2025,~~to wedividend ~~had~~policy anwill ~~aggregate~~be ofmade ~~$136.1~~at ~~million outstanding under our Credit Agreement. The interest rate on both tranches of~~ the ~~Term~~discretion ~~Loan Facility (as defined herein) was 13.875% per annum as~~ of ~~March~~our ~~31,~~board ~~2025. The maturity date~~ of ~~the~~directors ~~Term Loan Facility is July 17, 2028. Each share of Series C~~ and ~~Series~~will Ddepend ~~Preferred~~on ~~Stock accrues dividends at~~ a ~~rate~~number of ~~12% per annum. As of March 31~~factors, ~~2025,~~including werestrictions ~~had~~in ~~aggregate~~our ~~accrued~~current and ~~unpaid~~future ~~dividends~~debt ofinstruments, ~~$47.6~~our ~~million~~future ~~and~~earnings, ~~$20.1~~capital ~~million~~requirements, ~~under~~financial ~~the~~condition, ~~Series~~future Cprospects, and ~~Series~~applicable DDelaware ~~Preferred Stock~~law, ~~respectively.~~which Inprovides ~~connection with this offering, we expect~~ that ~~our~~dividends ~~board~~are ofonly ~~directors will declare all such accrued and unpaid dividends~~ payable ~~(to~~out ~~the~~of ~~extent~~surplus ~~such~~or ~~dividends~~current ~~accrue~~net ~~following~~profits. ~~the~~See ~~declaration of the Preferred Stock~~ “Dividend), ~~contingent upon the closing of this offering, and repayment in full of the Term Loan Facility~~Policy.”

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

~~Dividend~~Controlled ~~policy~~company WeIn ~~currently~~connection dowith ~~not~~our ~~anticipate~~IPO, ~~paying~~pursuant ~~any~~to ~~cash~~the ~~dividends~~Director ~~after~~Nomination ~~this~~Agreement, ~~offering~~AE ~~and~~Industrial ~~for~~Partners, as representative of the ~~foreseeable~~Investor ~~future.~~Group, ~~Any~~and ~~future~~as ~~determination~~a ~~relating~~result toof ~~dividend~~the ~~policy~~receipt ~~will~~of becertain ~~made~~voting atproxies, controls a majority of the ~~discretion~~voting power of our ~~board~~outstanding Common Stock with respect to the election of our directors, and ~~will~~as ~~depend~~a onresult we are a ~~number~~controlled ofcompany ~~factors,~~within ~~including~~the ~~restrictions~~meaning inof ~~our~~corporate ~~current~~governance ~~and~~standards. ~~future~~See ~~debt~~“Risk ~~instruments,~~Factors” ~~our~~and ~~future~~“Management—Controlled Company Exemption.”

28The number of shares of Common Stock outstanding is based on 159,251,122 shares of Common Stock outstanding as of November 10, 2025, and excludes (i) 24,110,000 shares of Common 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.

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 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 company Following this offering, and pursuant to the Director Nomination Agreement, AE Industrial Partners, as representative of the Investor Group, will continue to control a majority of the voting power of our outstanding common stock with respect to the election of our directors, and as a result we will be a controlled company within the meaning of corporate governance standards. See “Risk Factors” and “Management—Controlled Company Exemption.”

Proposed symbol We have applied for the listing of our common stock on Nasdaq under the symbol “FLY.”

The number of shares of common stock that will be outstanding following this offering is based on shares of common stock outstanding as of , 2025, after giving effect to (i) the Preferred Stock Dividend which occurred on , 2025, (ii) the effectiveness of our amended and restated certificate of incorporation, (iii) the conversion of shares of our preferred stock outstanding as of , 2025, into an aggregate of shares of common stock, and (iv) the automatic net exercise of warrants to purchase shares of common stock outstanding as of , 2025, at an exercise price of $ per share, in each case upon close of this offering, and does not include (i) shares of common stock reserved for future issuance under our omnibus equity incentive plan to be adopted upon completion of this offering (the “Equity Incentive Plan”), or (ii) shares reserved for issuance upon exercise of warrants to purchase preferred stock outstanding as of , 2025. See “Executive Compensation—Equity Incentive Compensation.”

In addition, unless otherwise expressly stated or the context otherwise requires, the information in this prospectus assumes:

• a 1-for- reverse stock split of our common stock effected on July , 2025;

• no exercise of the underwriters’ option to purchase additional shares of our common stock;

• an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover of this prospectus; and

• the effectiveness of our amended and restated certificate of incorporation and bylaws in connection with the completion of this offering.

Summary Consolidated Financial Data

The following tables set forth our summary unaudited consolidated financial data. The summary consolidated statements of net loss data and cash flow data for the three months ended March 31, 2025 and 2024 and the summary consolidated balance sheet data as of March 31, 2025 has been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of net loss data and cash flow data for the years ended December 31, 2024 and 2023 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future.

You should read the following summary unaudited consolidated financial data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace, and are qualified in their entirety by, the unaudited condensed consolidated financial statements and related notes and the audited consolidated financial statements and related notes.

	For the Three MonthsEnded March 31,						For the Year EndedDecember 31,
($ in thousands, except share and per share amounts)	2025			2024			2024			2023
Consolidated Statements of Net Loss Data:
Revenue	$	55,855		$	8,317		$	60,792		$	55,235
Cost of sales		53,635			10,240			72,157			28,635
Gross profit (loss)		2,220			(1,923	)		(11,365	)		26,600
Operating expenses
Research and development		48,012			37,635			149,498			117,871
Selling, general, and administrative		12,752			9,580			46,848			40,605
Loss (gain) on disposal of fixed assets		—			3			1,742			(1	)
Total operating expenses		60,764			47,218			198,088			158,475
Loss from operations		(58,544	)		(49,141	)		(209,453	)		(131,875	)
Other (expense) income
Interest expense, net		(5,164	)		(3,753	)		(20,373	)		(3,963	)
Other income (expense), net		3,615			123			(1,307	)		381
Total other expense, net		(1,549	)		(3,630	)		(21,680	)		(3,582	)
Loss before provision for income taxes	$	(60,093	)	$	(52,771	)	$	(231,133	)	$	(135,457	)
Provision for income taxes		—			—			—			—
Net loss and comprehensive loss	$	(60,093	)	$	(52,771	)	$	(231,133	)	$	(135,457	)

	March 31, 2025
($ in thousands)	Actual			Pro Forma (1)	Pro FormaAs Adjusted (2)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	176,879		$	$
Working capital		58,564
Total assets		439,166
Total liabilities		390,816
Redeemable convertible preferred stock		887,074
Additional paid-in capital, net of issuance costs		—
Accumulated deficit		(838,729	)
Total stockholders’ deficit		(838,724	)

(1) The Pro Forma column reflects (i) the Preferred Stock Dividend which occurred on , 2025, (ii) the effectiveness of our amended and restated certificate of incorporation, (iii) the conversion of shares of our preferred stock outstanding as of , 2025, into an aggregate of shares of common stock, and (iv) the automatic net exercise of warrants to purchase shares of common stock outstanding as of , 2025, at an exercise price of $ per share, in each case upon close of this offering.

(2) The Pro Forma As Adjusted column reflects the sale of shares of common stock in this offering and the application of the net proceeds from this offering as set forth under “Use of Proceeds.” The pro forma as adjusted information set forth below does not include (i) shares of common stock reserved for future issuance under our Equity Incentive Plan, or (ii) shares reserved for issuance upon exercise of warrants to purchase preferred stock outstanding as of , 2025. See “Executive Compensation—Equity Incentive Compensation.”

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered, 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 payable by us. Each 1,000,000 increase or decrease in the number of shares offered would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming that the assumed initial public offering price per share for the offering remains at $ , which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	For the Three MonthsEnded March 31,						For the Year EndedDecember 31,
($ in thousands)	2025			2024			2024			2023
Consolidated Statements of Cash Flow Data:
Net cash used in operating activities	$	(56,537	)	$	(60,583	)	$	(157,650	)	$	(93,434	)
Net cash used in investing activities		(2,654	)		(4,503	)		(32,697	)		(69,994	)
Net cash provided by financing activities		113,907			21,877			232,759			240,731
Net change in cash, cash equivalents, and restricted cash	$	54,716		$	(43,209	)	$	42,412		$	77,303
	As of and for theThree Months EndedMarch 31,						As of and for theYear Ended December 31,
($ in thousands)	2025			2024			2024			2023
Other Operating and Financial Information:
Adjusted EBITDA(1)	$	(47,133	)	$	(47,136	)		(190,568	)		(123,942	)
Free Cash Flow(1)		(59,191	)		(65,086	)		(190,347	)		(170,682	)
Backlog(2)		1,116,487			559,366			1,098,793			560,339

(1) This prospectus includes non-GAAP (as defined below) financial measures that are supplemental measures of financial performance and not recognized or required under U.S. GAAP. We utilize these non-GAAP measures to provide investors and analysts with additional tools for evaluating our financial performance and assessing our prospects for the future. Specifically, we make use of the non-GAAP financial measures “Adjusted EBITDA,” which is defined as net loss adjusted for interest expense, net, provision for income taxes, depreciation and amortization, stock-based compensation expense, change in fair value of warrant liabilities, loss (gain) on disposal of fixed assets, transaction costs, and loss (gain) on foreign exchange, and “Free Cash Flow,” which is defined as net cash used in operating activities, less purchases of property and equipment. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on how this measure is useful to investors and utilized by management as well as the reconciliation of Adjusted EBITDA and Free Cash Flow to net loss and net cash used in operating activities, respectively, the closest U.S. GAAP measures.

(2) This prospectus includes key performance indicators such as “backlog,” which is 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 date of measurement). 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 termination rights exercisable by our customers with advance notice. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on how this measure is useful to investors and see “Risk Factors—Risks Related to Our Business” for a further discussion of certain risks related to our backlog.

RISK FACTORS

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

Risks Related to Our Business

If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, financial condition, and results of operations could be harmed.

We have experienced, and may continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management, sales and marketing, administrative, financial, R&D, and other resources. Additionally, our organizational structure is becoming more complex 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.

In order to achieve the future revenue growth we have projected, we must develop and market new products and services. We intend to expand our operations significantly. To properly manage our growth, we will need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Our future expansion will include:

•

scaling our revenue and achieving the operating efficiencies necessary to achieve and maintain profitability;

•

anticipating and responding to changing customer preferences;

•

anticipating and responding to macroeconomic changes generally, including changes in the markets for launch services and spacecraft solutions and services and related technology and components;

•

improving and expanding our operations and information systems;

•

successfully competing against established companies and new market entrants;

•

managing and improving our business processes in response to changing business needs;

•

effectively scaling our operations while maintaining high customer satisfaction;

• realizing the expected benefits of the SciTec acquisition, and integrating any future acquisitions, including personnel, systems, and business processes;

•

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

•

adapting to changing conditions in our industry;

•

complying with regulations applicable to our business;

•

hiring and training talented employees at all levels of our business;

•

developing new technologies;

•

controlling expenses and investments in anticipation of expanded operations;

•

upgrading the existing operational management and financial reporting systems and team to comply with requirements as a public company; and

•

implementing and enhancing administrative infrastructure, systems, and processes.

If 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 have a history of losses, we anticipate increasing operating expenses and capital expenditures in the future and we may not be able to achieve and, if ever achieved, maintain profitability.

We experienced net losses of $231.1 million and $135.5 million for the years ended December 31, 2024 and 2023, respectively, and net losses of $60257.1 3 million and $52147.8 0 million for the ~~three~~nine months ended ~~March 31~~September 30, 2025 and 2024, respectively. 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 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 in revenue growth or increased efficiency. In addition, as we grow as a public company, we will continue to incur additional significant administrative expenses that we did not incur as a private company. 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~~Common ~~stock~~Stock to decline.

We9 may 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.

~~product~~We ~~development~~have ~~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 exercising their right to delay for a fee pursuant to the ~~terms~~past ~~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~~in ~~be available at~~ the ~~time~~future ~~the~~experience ~~satellites~~delayed ~~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~~failures, ~~and~~failure ~~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 anorbital ~~inability~~vehicles ~~for the satellites or landers~~ to ~~perform~~reach their ~~intended~~planned ~~mission.~~orbital ~~Launch~~locations, ~~failures also result in~~ significant ~~delays~~increases in the ~~deployment~~costs ofrelated ~~satellites~~to orlaunches ~~landers because~~ of ~~the need to manufacture replacement parts and to obtain alternative~~ launch ~~opportunities~~vehicles, ~~and FAA approval to launch again. We also regularly review intended landing coordinates in order to determine the optimal landing site for our~~ landers, inor ~~consultation~~orbital ~~with NASA~~vehicles, ~~while also updating mission specifications such as the scope of missions~~ and ~~the~~insufficient ~~mission~~capacity ~~objectives.~~available ~~As such,~~ from ~~time~~third-party toproviders ~~time, we have made, and expect to continue to make, material modifications to our missions, each~~ of ~~which~~launch ~~may,~~services ~~alone~~with orwhom inwe ~~the aggregate, cause us to experience material delays~~partner. ~~Further,~~Any itsuch issue could beresult ~~more costly, and potentially prohibitively more costly, for us to launch and deploy our satellites or landers~~ in the ~~future~~loss ~~due to increases in the cost~~ of ~~launches,~~our launch ~~insurance rates~~vehicles, ~~and launch-related services. We have previously experienced~~landers, ~~and may experience in the future, delays~~ or ~~other~~orbital ~~complications~~vehicles ~~in the design, development, manufacture, launch, production, delivery,~~ or ~~servicing~~cause ~~ramp~~significant ~~of our product and service offerings. If~~ delays ~~like~~in ~~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~~deployment, ifwhich ~~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 aharm ~~material adverse effect on~~ our business, financial condition, and results of operations.

Delays in 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 exercising 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 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, 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. 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, each of which may, alone or in the aggregate, cause us to experience material delays. Further, it could be more costly, and potentially prohibitively more costly, for us to launch and deploy our satellites or landers in the future due 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 and service offerings. 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.

If we are unable to adapt to and satisfy customer demands with respect to our product and service offerings in a timely and cost-effective manner, or if we are unable to manufacture our launch vehicles, landers, or orbital vehicles at a quantity and quality that our customers demand, our ability to grow our business may suffer.

The success of our business depends in part on effectively managing and maintaining our commercial launch services, manufacturing a sufficient volume of launch vehicles, landers, and orbital vehicles, 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 these products or provide the corresponding cislunar services at a sufficient volume with a quality management system that ensures each unit performs as required. 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 resources, which may impact the cadence of our launch operations or could result in cancellations, launch facility transfers, additional costs, or rescheduling. Any operational or manufacturing delays or other unplanned changes to our ability to conduct our launches or manufacture our products could have a material adverse effect on our business, financial condition, and results of operations.

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resources, which may impact the cadence of our launch operations or could result in cancellations, launch facility transfers, additional costs, or rescheduling. Any operational or manufacturing delays or other unplanned changes to our ability to conduct our launches or manufacture our products could have a material adverse effect on our business, financial condition, and results of operations.

Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares, and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance.

Space weather, including coronal mass ejections and solar flares have the potential to impact the performance and controllability of launch vehicles and spacecraft on orbit, including completely disabling our launch vehicles or spacecraft on orbit. Although we have some ability to actively maneuver our spacecraft to avoid potential collisions with space debris or other spacecraft, this ability is limited by, among other factors, uncertainties, and inaccuracies in the projected orbit location of and predicted conjunctions with debris objects tracked and cataloged by the U.S. government. Additionally, some 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 vehicles or spacecraft should a collision occur. Any such damage to our launch vehicles and spacecraft could impact the success of our customers’ missions, our reputation, the reusability of certain of our products and have other negative effects that we do not currently anticipate, any of which could adversely impact our business, results of operation and financial condition.

We derive a substantial amount of our revenues and backlog from only a few of our customers. A loss of, or default by, one 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.

For the ~~three~~nine months ended ~~March~~September 3130, 2025, our top ~~five~~four customers together accounted for over 9993% of our revenue, and our top five backlog customers accounted for approximately 92% of our backlog as of ~~March~~September 3130, 2025. Our customers may change their ordering patterns or business strategy, be delayed in the fulfillment of their contractual obligations to us, reduce or cease their use of our services, 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.

Disruptions in U.S. government operations and funding could have a material adverse effect on our revenues, earnings, and cash flows, and otherwise adversely affect our financial condition.

Any disruptions in federal government operations could have a 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.

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Our business may be adversely affected by changes in budgetary priorities of the U.S. government.

Changes in federal government budgetary priorities could directly affect our financial performance and could 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~~Common ~~stock~~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.

Increased congestion from 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.

Recent years have 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 to effectively access 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~~Common ~~stock~~Stock and our business.

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. Our own growth relies on our ability to add new launch sites, which could be delayed by business or regulatory challenges.

The market for in-space infrastructure services, in particular, commercial launch services for small-sized payloads, has not been well established and is still emerging and shifting, with many players acting as customers, prime contractors, or acquirers, or targets of acquisitions. Our estimates for the total addressable launch market and satellite market are based on a number of internal and third-party estimates, including our backlog, the number of potential customers who have expressed interest in our launch services, assumed prices and production costs for our launch vehicles, assumed flight cadence, our assumptions regarding our ability to leverage our current manufacturing and operational processes, and general market conditions. While we believe our assumptions and the data underlying our estimates are reasonable at this date and time, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the potential customers, total addressable market for our services, as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect. Further, should any of our customers be acquired by one of our competitors, our future revenue and prospects may be impacted as those customers may decide not to continue to purchase our launch and other services. In addition, part of our strategy involves increasing our launch frequency and capability. We currently operate a launch site at the Vandenberg Space Force Base in California, and we have a collaborative agreement 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. In the future, we expect to enter into a variety of arrangements to secure additional launch sites within and outside the United States. We have in the past and may in the future experience delays in our efforts to secure additional launch sites around the globe. Regulatory challenges or our inability to timely secure the necessary permissions to establish these launch sites could delay our ability to achieve our target launch cadence and could adversely affect our business.

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If we are unable to manage the increasing technological complexity of our business, or achieve or manage our expected growth, our business could be adversely affected.

The 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 have a limited operating history in an evolving industry, which makes it difficult to forecast our revenue, plan our expenses and evaluate our business and future prospects.

We 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~~Common ~~stock~~Stock price to decline.

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.

As part of our growth strategy, we have in the past identified, and in the future will aim to continue identifying, potential customers and launch sites outside of the United States. For example, in June 2024, we signed a collaborative agreement with Swedish Space Corporation (“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. As we expand internationally, we are subject to additional risks related to doing international business, including:

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restructuring our operations to comply with local regulatory regimes;

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identifying, hiring, and training highly skilled personnel in foreign jurisdictions to the extent required;

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unexpected changes in law, including tariffs, trade barriers, and regulatory requirements, including through the International Traffic in Arms Regulations (“ITAR”), Export Administration Regulations (“EAR”), and Office of Foreign Assets Control (“OFAC”), especially in light of recent tariffs announced by the U.S. presidential administration or any retaliatory tariffs announced by other countries;

•13 ~~economic weakness, including inflation, or political instability in foreign economies and markets;~~

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economic weakness, including inflation, or political instability in foreign economies and markets;

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compliance with tax, employment, immigration, and labor laws for employees living or traveling abroad;

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foreign taxes;

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the need for U.S. government approval to operate our space systems outside the United States;

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foreign currency fluctuations, which could result in increased operating expenses and reduced revenue;

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government appropriation of assets or technology;

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the infringement, misappropriation, or other violation of our intellectual property by our partners or other third parties;

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workforce uncertainty in countries where labor unrest is more common than in the United States;

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reduced spend from our U.S. government customers; and

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disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the U.S. Foreign Corrupt Practices Act, OFAC regulations and U.S. anti-money laundering regulations, as well as exposure of our foreign operations to liability under these regulatory regimes.

In addition, any non-U.S. sales are subject to both U.S. 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 for international expansion.

Many of 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 liabilities, failure to receive security clearance certifications, and loss of current and future business.

A number of our contracts 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 ~~DoD~~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 and fines that 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, which 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” provisions under

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and fines that 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, which 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” provisions under federal law also allow private individuals, including present and former employees, 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.

We are subject to certain unique business risks as a result of supplying services to the U.S. government.

Companies engaged in supplying defense-related services to U.S. government agencies, whether through direct contracts with the U.S. government or 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:

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suspend us from receiving new contracts based on alleged violations of procurement laws or regulations;

•

terminate existing contracts;

•

revoke required security clearances;

•

reduce the value of existing contracts; and

•

audit our contract-related costs and fees, including allocated indirect costs.

U.S. government contracts can be terminated by the U.S. government at its convenience without notice. Termination for convenience provisions provide only for our recovery of costs incurred or committed, settlement expenses and profit on the work completed prior to termination.

U.S. government in-sourcing could result in loss of business opportunities and personnel. The U.S. government has continued to reduce the percentage of contracted services in favor of more federal employees through an initiative called “in-sourcing.” Over time, in-sourcing could have an adverse effect on our business, financial condition, and results of operations. Specifically, as a result of in-sourcing, government procurements for services could be fewer and smaller in the future. In addition, work we currently perform could be in-sourced by the federal government and, as a result, our revenues could be reduced. Moreover, our employees could also be hired by the government. This loss of our employees would necessitate the need to retain and train new employees. Accordingly, the effect of in-sourcing or the continuation of in-sourcing at a faster-than-expected rate could have a material adverse effect on our business, financial condition, and results of operations.

Moreover, U.S. government purchasing regulations contain a number of operational requirements that apply to entities engaged in government contracting. Failure to comply with such government contracting requirements could result in civil and criminal penalties that could have a material adverse effect on our business, financial condition, and results of operations.

If 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.

~~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.

~~revenues~~Our ~~expected~~business tois besubstantially ~~generated~~dependent ~~pursuant~~on ~~to existing~~ contracts. Ifentered ainto ~~customer~~with ~~were~~customers ~~to default or otherwise fail to perform or be delayed~~ in the ~~fulfillment~~ordinary course of ~~its~~business. ~~contractual~~As ~~obligations to us~~such, we ~~would~~are besubject ~~required~~ to ~~adjust~~counterparty ~~our budget, forecasts, and strategic plans, which may negatively affect our business, financial condition, cash flows, and/or liquidity~~risk. ~~Additionally,~~If ifa ~~the~~counterparty ~~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,~~contracts wewere ~~may be unable~~ to ~~generate~~default ~~revenue on our anticipated timeline~~ or ~~may~~otherwise befail ~~required~~ to ~~incur~~perform ~~increased~~or ~~costs from those originally estimated for a project, which could cause our budgets, forecasts, and plans to~~ be ~~inaccurate.~~delayed Itin isits ~~not~~performance ~~possible~~on toany ~~predict with accuracy the impact~~ of ~~any~~its ~~default,~~contractual ~~failure~~obligations to ~~perform or delay~~us, ~~which results in our inability to completely mitigate~~ such ~~risks. As such, the counterparty~~ default, failure to perform or delay incould ~~performance may~~ have a material adverse ~~impact~~effect on our business, financial condition, and results of operations.

Our business is 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 not be successful in developing new technology, and the technology we are successful in developing may not meet the needs of our customers or potential new customers.

The markets in which we operate are characterized by changing technology and evolving industry standards, and we may not be successful in identifying, developing, 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, 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, we may be unable to execute our 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.

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Our results of operations and growth prospects are materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, recession or fears of recession, availability 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. government and countermeasures that may be taken in response 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. Additionally, instability in the global credit markets, the impact of uncertainty regarding global trade and central bank monetary policy, the instability in the geopolitical environment in many parts of the world (including as a result of the ongoing Russia and Ukraine war, conflict in the Middle East, and China-Taiwan relations), the current economic challenges in China, including global economic ramifications of Chinese economic difficulties, and other disruptions may continue to put pressure on global economic conditions. If global economic and market conditions, or economic conditions in key markets, remain uncertain or deteriorate further, we may experience material impacts on our business, financial condition, and results of operations. For example, such conditions may cause current or potential customers to delay or decrease spending on our products and services 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 and services, and the inability of our suppliers to provide us with products or services with the expected volumes or prices, may adversely affect our earnings and cash flows. 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 ~~prices, credit, and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our~~

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prices, credit, and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance. Volatility in equity capital markets may adversely affect the market price of our ~~common~~Common ~~stock~~Stock, which may affect our ability to fund our business through the sale of equity securities and retain key employees through our equity compensation plans.

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.

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.

Moreover, if any of our suppliers become capacity constrained, financially unstable, or otherwise unable or unwilling to provide us with raw materials or components, then we may have to find new suppliers. In particular, the market for semiconductors is highly competitive and other customers, including AI companies, may have significantly greater financial resources than we do. It may take several months to locate alternative suppliers, if required, and if we are able to at all, or to redesign our products to accommodate components from different suppliers. Even if we identify alternate suppliers, we may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing, and other costs to establish such alternative sources, be required to redesign our products and to complete additional quality control procedures. In addition, credit constraints of key suppliers could result in accelerated payment of accounts payable by us, adversely impacting our cash flow. We have experienced increased costs for components, as well as increased shipping, warehousing, and inventory costs. We cannot predict the extent to which 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, if at all. Prolonged disruptions in the supply of any of our key raw materials or components could cause us to experience cancellations or delays of scheduled launches, customer cancellations, or reductions in our prices and margins, any of which could harm our business, financial condition, and results of operations. Additionally, shortages of components may result in increased inventory of unfinished products and significant quantities of other unused components remaining in inventory, which could expose us to increased risks of obsolescence and losses which may not be fully covered by insurance.

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products and significant quantities of other unused components remaining in inventory, which could expose us to increased risks of obsolescence and losses which may not be fully covered by insurance.

The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year could have an adverse impact on our business, financial condition, and results of operations.

The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government 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 and 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:

•

The U.S. government could reduce or delay its spending on, reprioritize its spending away from, or decline to provide funding for the government programs in which we participate;

•

U.S. government spending could be impacted by alternate arrangements to sequestration, which increases the uncertainty as to, and the difficulty in predicting, U.S. government spending priorities and levels; and

•

We may experience declines in revenue, profitability, and cash flows as a result of reduced or delayed orders or payments or other factors caused by economic difficulties of our customers and prospective customers, including U.S. federal, state, and local governments.

Furthermore, we believe continued budget pressures could have serious negative consequences for the security of the U.S., the defense industrial base and the customers, employees, suppliers, investors, and communities that rely on companies in the defense industrial base. Budget and program decisions made in this environment would have long-term implications for us and the entire defense industry.

A failure of our information technology systems, physical or electronic security protections, or an interruption in their operation due to internal or external factors including cyber-attacks or insider threats, could have a material adverse effect on our business, financial condition, or results of operations.

Our 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

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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 such 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, including reduced effectiveness and efficiency of operations, increased costs, or loss of important information or capabilities, any of which could have a material adverse effect on our business, financial condition, or results of operations. Any security breach, 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. Moreover, negative publicity arising from these types of disruptions could damage our reputation. Such disruptions may have adverse legal and regulatory consequences to us and our business, particularly 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 protection, privacy, and information security, see “Risk Factors— Risks Related to Litigation and 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 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.”

Our systems utilize third-party open-source software, and any failure to comply with the terms of one or more of these open-source software licenses could adversely affect our business, subject us to litigation, or create potential liability.

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.

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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.

We depend on our current CEO and other executive officers, senior management team, and highly trained employees, and any work stoppage, difficulty 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 of our business.

Because 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, our success depends in part on our ability to attract and motivate senior management and highly skilled key employees, including engineering, manufacturing 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, including fluctuations in 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.

We depend 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 personnel, 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. Further, significant amounts of time and resources are required 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 investment in recruiting and training them. If 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. In addition, because of the highly technical nature of our products, the loss of any significant number of our existing engineering personnel could have a material adverse effect on our business and operating results.

Furthermore, the relationships and reputation that our CEO and other members of our senior management team have established 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 member of our senior management could impair our ability to identify and secure new contracts, to maintain good customer relations, and to otherwise manage our business.

maintain strong customer relationships and to identify new business opportunities. The loss of any member of our senior management could impair our ability to identify and secure new contracts, to maintain good customer relations, and to otherwise manage our business.

Misconduct of employees, subcontractors, agents, suppliers, business partners, or joint ventures and others working on our behalf could cause us to lose existing contracts or customers and adversely affect our ability to obtain new contracts and customers and could have a material adverse impact on our reputation, business, financial condition, and results of operations.

Our employees, subcontractors, 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 of labor and other costs in government contracts, laws, and regulations relating to environmental, health or safety matters, bribery of foreign government officials, import-export control, lobbying or similar activities, and any other applicable laws 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~~20 ~~in our accounting estimates and assumptions could negatively affect our financial position and results of operations.~~

~~natural~~applicable ~~disasters~~laws or ~~environmental matters~~regulations. ~~Fixed-price~~Although ~~contracts~~we ~~inherently tend to~~ have ~~more~~implemented ~~financial~~policies, ~~risk~~procedures, ~~than cost-type contracts~~training, ~~including~~and asother acompliance ~~result~~controls ofto ~~inflationary~~prevent ~~pressures,~~and ~~labor rates~~detect ~~and~~these ~~shortages~~activities, ~~challenges~~these inprecautions ~~estimating~~may ~~contract~~not ~~revenues~~prevent ~~and~~all ~~costs~~misconduct, and ~~supplier~~as ~~challenges~~a result, ~~some of which~~ we ~~may~~could beface ~~particularly~~unknown ~~exposed~~risks toor ~~given~~losses. ~~the~~This ~~nature~~risk of ~~our~~improper ~~business.~~conduct ~~While~~may ~~management~~increase ~~uses~~as ~~its~~we ~~best~~continue ~~judgment~~ to ~~estimate~~expand ~~costs associated~~and do business with ~~fixed-price~~new ~~contracts,~~partners. ~~future~~In ~~events~~the ~~can~~ordinary ~~result~~course inof ~~significant~~our ~~adjustments.~~business, ~~These~~we ~~assumptions~~form and ~~estimates~~are ~~involve~~members ~~the~~of ~~exercise~~joint ofventures a(meaning ~~significant~~joint ~~amount~~efforts ofor ~~judgment~~business ~~and~~arrangements ~~discretion,~~of ~~which~~any ~~may~~type). ~~evolve~~Our ~~over~~failure ~~time~~to incomply ~~light~~with ofapplicable ~~operational experience,~~laws ~~regulatory~~or ~~direction,~~regulations ~~developments~~could indamage ~~accounting~~our ~~principles~~reputation and ~~other~~subject ~~factors.~~us ~~Actual~~to ~~results~~administrative, ~~could~~civil, ~~differ~~or ~~from~~criminal ~~these~~investigations ~~estimates~~and asenforcement aactions, ~~result~~fines, ofand ~~changes~~penalties, inrestitution ~~circumstances,~~or ~~assumptions,~~other ~~policies,~~damages orincluding ~~developments~~civil inFalse ~~the~~Claims ~~business,~~Act allegations (which ~~could materially~~can ~~affect~~include ~~our~~civil ~~consolidated~~penalties ~~financial~~and ~~statements.~~treble ~~In addition~~damages), weloss ~~sometimes~~of ~~receive~~security ~~advanced~~clearance, ~~payments~~loss ~~and~~of ~~billings~~current inand ~~excess~~future ofcustomer ~~the~~contracts, ~~amount~~loss of ~~revenue~~privileges weand ~~recognize~~other sanctions, ~~which~~including wesuspension ~~record~~or asdebarment ~~deferred~~from ~~revenue.~~contracting Aswith afederal, ~~result~~state, ~~our~~or ~~cash~~local ~~flows~~government ~~may~~agencies, ~~be subject~~any toof ~~fluctuation~~which ~~across~~would ~~periods~~materially inadversely aaffect ~~manner~~our ~~that~~reputation, ~~may~~business, befinancial ~~unrelated~~condition, toand ~~our~~results ~~underlying~~of ~~performance~~operations.

Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

We 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.

We often rely on 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.

We contract with a single vendor or a limited number of vendors to provide certain key products or services, such as composite prepegs, spin forming of engine chambers, and chamber electroplating. In addition, 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 necessary to 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 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 labor union 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.

We21 ~~face significant competition in the global space market.~~

~~experience~~necessary into provide the ~~aerospace~~services ~~industry~~contracted orfor, ~~greater~~our business, financial ~~resources than we possess~~condition, ~~will~~and ~~seek~~results toof ~~provide~~operations ~~products~~may orbe ~~services~~adversely ~~that~~affected. ~~compete~~While ~~directly~~alternative orsources ~~indirectly~~for ~~with~~these ~~ours~~products, inservices, ~~the~~and ~~future.~~technologies ~~Any such~~may ~~foreign~~exist ~~competitor~~or ~~could~~develop ~~benefit~~in ~~from~~the ~~subsidies from~~future, orincluding ~~other~~through ~~protective~~foreign ~~measures by~~vendors, ~~its~~we ~~home~~may ~~country.~~not Webe ~~believe~~able ~~our ability~~ to ~~compete~~develop ~~successfully~~these asalternative asources ~~provider~~quickly ~~of comprehensive space mission solutions does~~ and ~~will depend on number of factors~~cost-effectively, which ~~may~~could ~~change~~materially inimpair ~~the~~our ~~future~~ability ~~due~~ to ~~increased~~operate ~~competition,~~our ~~including~~business. ~~the~~Furthermore, ~~price of~~ our ~~products~~current ~~and~~or ~~services,~~future ~~customer~~vendors ~~satisfaction~~may ~~for~~request ~~the~~changes ~~experiences~~in ~~we offer~~pricing, ~~and~~payment ~~the~~terms, ~~frequency~~or ~~and~~other ~~availability~~contractual ofobligations, ~~our~~which ~~products~~could ~~and~~cause ~~services.~~us Ifto ~~we encounter~~make ~~difficulties~~substantial inadditional ~~scaling~~investments. ~~our production capabilities~~Additionally, ifcertain weof ~~fail~~our tosuppliers’ ~~develop~~employees ~~and~~are ~~successfully~~represented ~~commercialize~~by ~~our~~labor ~~launch systems~~unions, ~~landers,~~and ~~orbital~~any ~~vehicles,~~labor ~~and~~union ~~related~~actions ~~technologies,~~at ifour wesuppliers ~~fail~~may toalso ~~develop~~affect ~~such~~us. ~~technologies~~Work ~~before~~stoppages ~~our competitors,~~and orinstability ifin ~~such~~our ~~technologies~~relationships ~~fail~~with tolabor ~~perform~~unions ascould ~~expected,~~delay ~~are~~the ~~inferior~~production toand/or ~~those~~development of our ~~competitors~~products, orwhich ~~are~~could ~~perceived~~strain asrelationships ~~less~~with ~~safe~~customers ~~than~~and ~~those~~cause ofa ~~our~~loss ~~competitors,~~of ~~our~~revenues ~~business,~~which ~~financial~~would ~~condition,~~adversely ~~and~~affect ~~results~~our of operations ~~could be materially and adversely impacted~~.

We face significant competition in the global space market.

We operate in the highly competitive global space industry, which has been more competitive recently, given the increased focus of the U.S. presidential administration on human missions to space. 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 inability to operate Alpha at our anticipated launch rate could adversely impact our business, financial condition, and results of operations.

Our 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, 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 regulatory approvals or applications, customer delays or cancellations, or other events that force us to cancel or reschedule launches.

Any inability to finalize the development and delivery of Eclipse could adversely impact our business, financial condition, and results of operations.

We have an exclusive partnership with Northrop Grumman to develop Eclipse. The success of the development and delivery of Eclipse is dependent on our combined performance with Northrop Grumman. If Northrop Grumman prioritizes the development of other products, fails to devote sufficient resources to the development of Eclipse, or does not have agile processes in place for the design, development, integration, and testing of launch operations, we may be unable to introduce Eclipse to the market, which 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 need to invest in new information technology systems and infrastructure to scale our operations.

The markets in which we operate are characterized by changing technology and evolving industry standards, and accordingly we may need to adopt new information technology systems and infrastructure to scale our business and obtain the synergies from prior and future acquisitions. Our information technology and business systems and infrastructure could create product development or production work stoppages, unnecessarily increase our inventory, negatively impact product delivery times and quality, and increase our compliance costs. Failure to invest in newer information technology and business systems and infrastructure (including when certain software applications become obsolete or are no longer used in our business) may lead to operational inefficiencies and increased compliance costs and risks. In addition, an inability to maximize the utility and benefit of our current information technology and business tools could impact our ability to meet cost reduction and planned efficiency and operational improvement goals. Furthermore, operational inefficiencies may occur, and our business may be impacted if certain of our software applications are no longer usable, including due to the foreign acquisition of such applications. As we implement new systems or integrate existing systems, they may not perform as expected. An inability to maximize the utility and benefit of our current information technology and business tools could impact our ability to meet cost reduction and planned efficiency and operational improvement goals. Moreover, our competitors may develop technology systems and infrastructure that better meets the needs of our customers. If we do not continue to develop, manufacture, and market innovative technologies or infrastructure that meet customers’ requirements or expectations, 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, we may be unable to execute our 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.

innovative technologies or infrastructure that meet customers’ requirements or expectations, 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, we may be unable to execute our 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.

Tariffs 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.

We are subject to tariffs on certain imports into the United States. On April 2, 2025, the U.S. administration announced the imposition of tariffs on substantially all countries that trade with the United States. As the implementation of tariffs is ongoing, more tariffs may be added in the future and countermeasures may be adopted by other countries. In addition, any additional tariffs imposed by the U.S. presidential administration or retaliatory tariffs announced by other countries could result in a trade war, lead to market disruptions, including significant volatility in commodity prices, credit, and capital markets, as well as supply chain interruptions for equipment. 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.

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

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operations 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 operating results may fluctuate significantly, which makes forecasting our future operating results difficult and could cause our operating results to fall below expectations or any guidance we may provide.

Our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:

•

the number of launch missions or cislunar services (including on-orbit transfers, hosting, delivery, and servicing) we schedule for a period, the price at which we sell them and our ability to schedule additional launch missions for repeat customers;

•

the shift in receiving milestone payments for our launch or spacecraft solutions and services (including as a result of one of our customers exercising its delay right pursuant to its contractual arrangement with us);

•

the cost of raw materials or supplied components critical for the manufacture and operation of space products or launch systems;

•

the timing and cost of, and level of investment in, R&D relating to our technologies and our current or future facilities, including as a result of changes in government spending;

•

our financial condition;

•

developments involving our competitors;

•

changes in governmental regulations or in the status of our regulatory approvals or applications;

•

future accounting pronouncements or changes in our accounting policies; and

•

general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Further, projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are 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. We do not accept any responsibility for any projections or reports published by any such persons. Guidance 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 of 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.

We do not accept any responsibility for any projections or reports published by any such persons. Guidance 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 of 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.

Our customers’ inability to obtain financing for their purchases from us and/or their inability to obtain financing to maintain their business could have a material adverse effect on our business.

Some of our customers may require substantial financing to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit to finance purchases of our products, including the ability of our government 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.

ability of our government 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.

Our business involves significant risks 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 could lead to the loss of human life or a medical emergency.

Although there have been and will continue to be technological advances in spaceflight, 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, 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 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, 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, 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.

We routinely conduct hazardous operations in manufacturing, test, and launch 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.

We manufacture, test, 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 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.

We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our Cedar Park and Briggs, Texas facilities, which could have a material adverse effect on our business, financial condition, and results of operations.

Our operations are subject 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 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 operations are 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 of our manufacturing and other operations are concentrated, any significant interruption due to any of the above hazards and operational to the manufacturing or operation 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.

Our insurance, customer indemnifications, or other liability protections may be insufficient to protect us from product and other liability claims or losses.

We maintain insurance coverage with third-party insurers as part of our overall risk management strategy and because some of our contracts require us 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 and services, and for those risks we insure, the limits of coverage that are reasonably obtainable may not be sufficient to cover all actual losses or liabilities incurred. We are limited in the amount of insurance we can obtain to cover 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-party insurers 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 disrupted. 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.

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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-party insurers 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 disrupted. 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.

A significant portion of our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition, and results of operations.

Adverse publicity 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.

To continue to be successful, we must continue to preserve, grow, and capitalize on the value of our 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, 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. ~~Although~~On weSeptember 29, do2025, ~~not~~during ~~believe~~testing ~~that~~at ~~this~~Firefly’s ~~particular~~facility ~~publicity~~in ~~had~~Briggs, aTexas, ~~material~~the ~~adverse~~first ~~impact~~stage onof ~~our~~Firefly’s ~~business,~~Alpha Flight 7 rocket experienced an event that resulted in damage to the test stand. This event also received media attention. In the future, if our launch vehicles or space products, those of one of our competitors, or satellites of our customers were to be involved in a public incident, accident, or catastrophe, this could create an adverse public perception of launch or manufacturing activities and result in decreased customer demand for launch and space products, which could cause a material adverse effect on our business, financial condition, and results of operations. Even an 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 litigation. Further, if our launch vehicles or rockets were to be involved in a public incident, accident, or catastrophe, we could be exposed to significant reputational harm or potential legal liability. Any reputational harm to our business or industry could tarnish our brand or cause customers with existing contracts with us to cancel their contracts, and 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 to cover any such incident, accident, or catastrophe. In the event that our insurance is inapplicable or not adequate, we may be forced to bear substantial losses from such incident, adverse media, or accident.

Labor-related matters, including labor disputes, may adversely affect our operations.

None of our employees are currently represented by a union. If our employees decide to form or affiliate with a union, or if we expand into a jurisdiction with different labor laws that are more favorable to unions and works councils, we cannot predict the negative effects such future organizational activities will have on our business and operations. If we were to become subject to work stoppages, we could experience disruption in our operations, including delays in manufacturing and operations, and increases in our labor costs, which could harm our business, financial condition, and results of operations. In addition, we have in the past and could face in the future a variety of employee claims against us, including but not limited 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 against us or regulatory proceedings being brought against us by various government agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues and create risks and uncertainties.

Efforts 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 by the U.S. government to reform its procurement practices have focused on, among other areas, the separation of certain types of work to facilitate objectivity and avoid or mitigate organizational conflicts of interest and the strengthening of regulations governing organizational conflicts of interest. Organizational conflicts of interest may arise from circumstances in which a contractor has impaired objectivity during performance; unfair access to non-public information; or the ability to set the “ground rules” for another procurement for which the contractor competes. A focus on organizational conflicts of interest issues has resulted in legislation and a proposed regulation aimed at increasing organizational conflicts of interest requirements, including, among other things, separating sellers of products and providers of advisory services in major defense acquisition programs. The passage of a new federal law in December 2022 requires the Federal Acquisition Regulation (“FAR”) council to provide and update definitions of each of the above types of conflicts of interest and provide illustrative examples of various relationships that contractors could have that would give rise to potential conflicts of interest. The passage of this legislation comes as this topic continues to garner increased scrutiny of such alleged conflicts among federal contractors. The resulting rule-making process, 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 interest regulations and rules. Similarly, organizational conflicts 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 organizational conflicts of interest laws, regulations, and rules or interpretations thereof limit our ability to successfully compete for new contracts or task orders with the U.S. government, either because of organizational conflicts of interest issues arising from our business, or because companies with which we are affiliated, or with which we otherwise conduct business, create organizational conflicts of interest issues for us, our business, financial condition, and results of operations could be materially adversely affected.

interest and the strengthening of regulations governing organizational conflicts of interest. Organizational conflicts of interest may arise from circumstances in which a contractor has impaired objectivity during performance; unfair access to non-public information; or the ability to set the “ground rules” for another procurement for which the contractor competes. A focus on organizational conflicts of interest issues has resulted in legislation and a proposed regulation aimed at increasing organizational conflicts of interest requirements, including, among other things, separating sellers of products and providers of advisory services in major defense acquisition programs. The passage of a new federal law in December 2022 requires the Federal Acquisition Regulation (“FAR”) council to provide and update definitions of each of the above types of conflicts of interest and provide illustrative examples of various relationships that contractors could have that would give rise to potential conflicts of interest. The passage of this legislation comes as this topic continues to garner increased scrutiny of such alleged conflicts among federal contractors. The resulting rule-making process, 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 interest regulations and rules. Similarly, organizational conflicts 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 organizational conflicts of interest laws, regulations, and rules or interpretations thereof limit our ability to successfully compete for new contracts or task orders with the U.S. government, either because of organizational conflicts of interest issues arising from our business, or because companies with which we are affiliated, or with which we otherwise conduct business, create organizational conflicts of interest issues for us, our business, financial condition, and results of operations could be materially adversely affected.

Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.

We 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.

If our launch vehicles and spacecraft fail to operate as intended, we may experience warranty claims for product failures, schedule delays or other problems with existing or new products, which could have a material adverse effect on our business, financial condition, and results of operations.

Many 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 our products 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.

If we fail to adequately protect our proprietary intellectual property rights, including our unpatented proprietary intellectual property, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights. We have granted licenses in our intellectual property to certain customers, which creates an additional risk of unauthorized use or disclosure of our intellectual property.

The success of both our space products and launch services businesses depend, in part, on our ability to protect our proprietary intellectual property rights. To date, we have relied primarily on patents, trademarks, trade secrets, other intellectual property laws, licensing arrangements, non-disclosure or confidentiality agreements with our employees, 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, know-how, 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 that do not require public disclosure. However, 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 jurisdictions. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we 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, 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, we 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. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products. In certain instances, we have granted customers licenses to our intellectual property, and we have disclosed the necessary intellectual property, including our trade secrets, proprietary know-how and other confidential information, to these customers. Additionally, certain of our customer agreements contain provisions permitting the customer to become a party to, or beneficiary of, an escrow agreement under which we place certain intellectual property in escrow with a third party. Under these escrow agreements, such intellectual property may be released to the customer for certain purposes, including to manufacture (or coordinate the manufacture of) certain of our products upon the occurrence of specified events, such as our filing for bankruptcy or ceasing our business operations generally. Although our license grants contain certain restrictions and protections for our intellectual property, we cannot control the actions by third parties, their affiliates and manufacturing partners, and their respective employees.

IfFurther, wethese ~~fail~~agreements todo ~~protect~~not prevent our ~~intellectual~~competitors ~~property~~from ~~rights~~independently ~~adequately,~~developing wetechnologies ~~may~~that ~~lose~~are ansubstantially ~~important~~equivalent ~~advantage~~or insuperior ~~the~~to ~~markets~~our ~~in which we compete~~products. ~~Our efforts~~In tocertain ~~protect~~instances, ~~these~~we ~~rights~~have ~~may~~granted becustomers ~~insufficient~~licenses orto ~~ineffective, and any of~~ our intellectual property ~~rights may be challenged~~, ~~which~~and ~~could~~we ~~result~~have indisclosed ~~them~~the ~~being~~necessary ~~narrowed in scope or declared invalid or unenforceable. Any unauthorized use or disclosure of our~~ intellectual property, including by our ~~current~~trade orsecrets, ~~future~~proprietary ~~manufacturing~~know-how ~~partners~~ and ~~suppliers,~~other ~~would~~confidential ~~cause~~information, usto ~~material~~these ~~harm~~customers. ~~in a manner that monetary damages alone could not redress~~Additionally, ~~and~~certain ~~this~~of ~~unauthorized~~our ~~use~~customer ~~or disclosure could have a material adverse~~

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~~effect~~agreements oncontain ~~our~~provisions ~~business~~permitting ~~and~~the ~~operations.~~customer ~~Other~~to ~~parties~~become ~~may~~a ~~also~~party ~~independently~~to, ~~develop~~or ~~technologies,~~beneficiary ~~products~~of, ~~and~~an ~~services~~escrow ~~that~~agreement ~~are~~under ~~substantially~~which ~~similar~~we orplace ~~superior~~certain tointellectual ~~ours.~~property Wein ~~also~~escrow ~~may~~with bea ~~forced to bring claims against~~ third ~~parties,~~party. orUnder ~~defend~~these ~~claims~~escrow ~~that they may bring against us~~agreements, tosuch ~~determine the ownership of what we regard as our~~ intellectual property. ~~Costly~~may ~~and time-consuming litigation could~~ be ~~necessary~~released to ~~enforce and determine~~ the ~~scope~~ ofcustomer ~~our~~for ~~proprietary~~certain ~~rights~~purposes, ~~and~~including ~~failure~~ to ~~obtain~~manufacture (or ~~maintain~~coordinate ~~protection~~the ~~for~~manufacture ~~our~~of) ~~proprietary~~certain ~~information~~of ~~could adversely affect~~ our ~~competitive~~products ~~business~~upon ~~position. Further, adequate remedies may not be available in~~ the ~~event~~occurrence of anspecified ~~unauthorized use~~events, orsuch ~~disclosure~~as of our ~~trade~~filing ~~secrets and manufacturing expertise. Finally,~~ for ~~those~~bankruptcy ~~products~~or inceasing our ~~portfolio~~business ~~that~~operations ~~rely on patent protection, once a patent has expired, the product is~~ generally ~~open to competition~~. ~~Products~~Although ~~under~~our ~~patent protection~~license ~~usually~~grants ~~generate~~contain ~~significantly~~certain ~~higher~~restrictions ~~revenues~~and ~~than~~protections ~~those~~for ~~not protected by patents. If we fail to successfully enforce~~ our intellectual property ~~rights~~, ~~our~~we ~~competitive~~cannot ~~position~~control ~~could~~the ~~suffer,~~actions ~~which~~by ~~could~~third ~~harm our business~~parties, ~~financial condition,~~their ~~results~~affiliates ofand ~~operations~~manufacturing partners, and ~~cash~~their ~~flows~~respective employees.

If 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.

We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or will provide adequate protection for our property. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights.

Protecting and defending against intellectual property claims may have a material adverse effect on our business.

Our success depends in part upon successful prosecution, maintenance, enforcement, and protection of 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.

A30 ~~significant deferment of orders by customers could have a material adverse effect on our business, results of operations, prospects, and financial condition.~~

~~availability~~A ~~and~~significant ~~declining~~deferment ~~customer~~of ~~confidence.~~orders ~~Accordingly,~~by ~~future~~customers ~~demand~~could ~~for~~have ~~our~~a ~~products~~material ~~could~~adverse ~~differ~~effect ~~materially~~on ~~from~~ our ~~current expectations. Additionally~~business, ifresults ~~customers~~of ~~are not successful in generating sufficient revenue or are precluded from securing financing~~operations, ~~they may not be able to pay~~prospects, ~~or may delay payment of, accounts receivable that are owed to us. Any inability of current~~ and~~/or~~ ~~potential~~financial ~~customers to pay us for our products may adversely affect our earnings and cash flow~~condition.

Uncertainty about current and future global economic conditions may cause the U.S. government, customers, and businesses to modify, defer or cancel purchases in response to tighter credit, decreased cash availability and declining customer confidence. 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 in available external R&D funding could adversely affect us.

We depend on 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 by 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 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, consequently harming our business, financial condition, and results of operations.

Due to the competitive process to obtain contracts and the likelihood of bid protests, we may be unable to achieve or sustain revenue growth and profitability.

We 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 process, including multi-award contracts, which has resulted in greater competition and increased pricing pressure. The competitive bidding process involves substantial costs, including labor cost and managerial time to prepare bids and proposals for contracts that may not be awarded to us, may be split among competitors, or that may be awarded but for which we do not receive meaningful task orders, and several risks, including the risk of inaccurately estimating the resources and costs that will be required to fulfill any contract we win. Following contract award, we may encounter significant expense, delay, contract modifications, or even cancellation of the contract award as a result of our competitors protesting the award of contracts to us. Any resulting loss or delay of start-up and funding of work under protested contract awards may adversely affect our revenues and profitability. In addition, multiple-award contracts require that we make sustained post-award efforts to obtain task orders under the contract. As a result, we may not be able to obtain these task orders or recognize revenues under these multiple-award contracts. Our failure to compete effectively in this procurement environment would adversely affect our revenues and profitability.

The 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 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.

In31 addition, we could be forced to expend 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 bids. The government agencies with which we have contracts could even be directed to award a potential contract to one of the other bidders. Finally, the government agency, in its discretion, may elect to take corrective

In addition, we could be forced to expend 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 bids. The government agencies with which we have contracts could even be directed to award a potential contract to one of the other bidders. Finally, the government agency, in its discretion, may elect to take corrective action to resolve a pending bid protest which could result in the government agency reevaluating bidders, or asking bidders to re-compete for the contract, and the selection of a new bidder.

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.

Our operations are subject to and affected by various federal, state, local, and foreign environmental laws, and regulations, 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 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 Clean Air Act or the Clean Water Act, the facility or facilities involved in the violation could be placed by the Environmental Protection Agency on a list of facilities that generally cannot be used in performing on U.S. government contracts until the violation is corrected. Stricter or 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; rulings on allocation or insurance coverage; and/or the insolvency, 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, including 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, but one or more of them could harm our reputation and business and have a material adverse effect on our results of operations, prospects, and financial condition.

Failure to maintain a level of corporate social responsibility could damage our reputation and could materially adversely affect our business, financial condition, and results of operations.

In light of evolving expectations around corporate social responsibility, our reputation could be materially adversely impacted by a failure (or perceived failure) to maintain a level of corporate social responsibility. In today’s environment, an allegation or perception regarding quality, safety, or corporate social responsibility can negatively impact our reputation. This may include, without limitation: failure to maintain certain ethical, social and environmental practices for our operations and activities, or failure to require our suppliers or other third parties to do so; our environmental impact, including our impact on the environment, greenhouse gas emissions and climate-related risks, renewable energy, water stewardship and waste management; responsible sourcing in our supply chain; the practices of our employees, agents, customers, suppliers, or other third parties (including others in our industry) with respect to any of the foregoing, actual or perceived; the failure to be perceived as appropriately addressing matters of social responsibility; customer perception of statements made by us, our employees and executives, agents, customers, suppliers, or other third parties (including others in our industry); or our responses to any of the foregoing. A number of our customers 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 such provisions or requirements in their procurement terms and conditions. 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 continue to impose, mandatory substantive or disclosure requirements with respect to corporate social responsibility matters. These requirements may not always be uniform across jurisdictions and may conflict with legal requirements, particularly in certain 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 performance. Certain investors are also requiring companies to disclose

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~~financial performance. Certain investors are also requiring companies to disclose~~ corporate, social and environmental policies, practices, and metrics. If we are unable to comply with, or are unable to cause our suppliers to comply with such policies, or meet the requirements of our customers and investors, a customer may stop purchasing products from us or an investor may sell their shares, and may take legal action against us, which could materially adversely affect our reputation, business, financial condition, and results of operations. As a result, we may become subject to new or more stringent regulations, legislation or other governmental requirements, customer requirements or industry standards and/or an increased demand to meet voluntary criteria related to such matters. Increased regulations, customer requirements or industry standards, including around climate change concerns, could subject us to additional costs and restrictions and require us to make certain changes to our manufacturing practices and/or product designs, which could materially adversely affect our business, financial condition, and results of operations.

Our business with various governmental entities is concentrated in a small number of primary contracts. The loss or reduction in scope of our IDIQ contracts could impair our ability to attract new business.

We are party to several Indefinite Delivery, Indefinite Quantity (“IDIQ”) contracts. The IDIQ contracts allow the government to procure services from us over a fixed period of time without a predetermined quantity, issuing task or delivery orders as needed. We believe that our ability to provide services under these contracts will continue to be important to our business because of the multiple opportunities for new engagements each contract provides. If one or more of these contracts were cancelled, we could lose substantial revenues and our operating results could suffer, which could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, we cannot be assured that our government clients will continue to exercise the options remaining on our current contracts, nor can we be assured that our future clients will exercise options on any contracts we may receive in the future.

Some 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. government to use, royalty-free, or have others use, technical data developed under those contracts on behalf of the government. Some of the contracts allow the federal government to disclose technical data or computer software developed in the performance of the agreement or delivered to the government during the performance of the agreement without constraining the recipient on how that technical data or computer software is used. The ability of third parties to use technical data or computer software (for any purposes) 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. 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.

A preference for small, small disadvantaged, service-disabled veteran-owned, woman-owned 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”) set-aside program, the federal government may decide to restrict certain procurements only to bidders that qualify as small, small disadvantaged, service-disabled 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.

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If we fail to establish and maintain important relationships with government agencies and prime contractors, our ability to successfully maintain and develop new business could be materially adversely affected.

Our reputation and relationship with the U.S. government, and in particular with the agencies of the DoD and the U.S. intelligence 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. government or government agencies. We expect to continue to depend on relationships with other prime contractors for a portion of our revenue for the foreseeable future. Negative press reports regarding conflicts of interest, poor contract performance, employee misconduct, information security breaches or other aspects of our 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 could tarnish 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 contractors, and any failure to do so could materially adversely affect our ability to maintain our existing business and compete successfully for new business.

We have classified contracts with the U.S. government, which may limit investor insight into portions of our business.

We derive a portion of our revenues from programs with the U.S. government and its agencies that are subject to security restrictions (e.g., contracts involving classified information and classified programs), which preclude the dissemination of information and technology that is classified for national security purposes under applicable law and regulation. In general, access to classified information, technology, facilities, or programs requires appropriate personnel security clearances, is subject to additional contract oversight and potential liability, and also requires appropriate facility security clearances and other specialized infrastructure. In the event of a security incident involving classified information, technology, facilities, programs, or personnel holding clearances, we may be subject to legal, financial, operational, and reputational harm. We are limited in our ability to provide information about these classified programs, their risks or any disputes or claims relating to such programs. As a result, investors 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.

U.S. government contracts are generally not fully funded at inception, contain certain provisions that may be unfavorable to us and may be undefinitized at the time of the start of performance, which could prevent us from realizing our backlog and materially harm our business, financial condition, and results of operations.

U.S. government contracts typically involve long lead times for design and development and are subject to significant changes in contract scheduling. Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs 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, 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 to our reputation, 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

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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 terms and~~ conditions imposed by the U.S. government. Such unilaterally imposed contract terms could include less favorable pricing and/or terms and conditions more burdensome than those negotiated in other circumstances, which could negatively affect our expected profitability under such contract and could materially adversely affect our business, financial condition, and results of operations.

Failure 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 contracts with the U.S. government may require 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, or influence (“FOCI”). Failure to maintain an agreement with the DoD regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that we would not be able to enter into future contracts with the U.S. government requiring facility security clearances, and which may result in the loss of our ability to complete existing contracts with the U.S. government.

Our cash flow and profitability could be reduced if expenditures are incurred prior to the final receipt of a contract.

From time to time, in order to ensure that we satisfy our customers’ delivery requirements and schedules, we may elect to initiate procurement and production in advance of receiving a contract award, or final authorization from the government customer 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 we may take to procure 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 repurpose or resell some or all of the materials 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.

We may experience difficulties or disruptions in consummating future acquisitions and integrating the operations of acquired companies into our business, or entering into any partnerships or joint ventures, and in realizing the expected benefits of these transactions.

We may 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 business. We are currently evaluating acquisition opportunities, and although we are not party to any definitive agreements at this time and no acquisition is probable as of the date hereof, we are actively considering an opportunity in the software industry that is expected to be complementary to our business and may enter into a definitive agreement with respect to this or other opportunities after the completion of this offering, and the transactions contemplated by such agreements could be material to our business. Acquisitions involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations. As a public company, we ~~will~~are be subject to the reporting 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 result from such transactions could be costly and time consuming. In addition, we 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).

61The success of our acquisitions, once consummated, will depend in part on our ability to realize the anticipated business opportunities from combining their and our operations in an efficient and effective manner. These integration processes could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, write-offs or impairments, or inconsistencies in standards, controls, information technology systems, procedures, and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the acquisitions, and could harm our financial performance. We may also evaluate potential partnerships or joint ventures with third parties. We may not be successful in identifying

~~negotiate,~~partnership ~~sign,~~ and ~~execute~~joint ~~potentially~~venture ~~desirable~~candidates, ~~transactions~~ and any ~~disputes~~partnerships or ~~litigation~~joint ~~which~~ventures may ~~result~~not ~~from~~be ~~such~~successful, ~~transactions~~may ~~could~~reduce beour ~~costly~~cash ~~and~~reserves, ~~time~~may ~~consuming.~~negatively Inaffect ~~addition,~~our weearnings ~~may~~and ~~make acquisitions~~financial ~~that~~performance ~~are~~and, ~~dilutive~~ to ~~our~~the ~~existing~~extent ~~stockholders~~financed ~~for~~with athe ~~variety~~proceeds of ~~reasons~~debt, ~~including~~may ~~because~~increase weour indebtedness. Pursuing acquisitions, partnerships and joint ventures may ~~use~~divert ~~equity~~management’s ~~for~~time ~~all~~and resources from our core business and disrupt our operations or amay ~~portion~~result ofin ~~the~~conflicts ~~consideration~~with weour ~~pay~~business. ~~for~~We ~~these~~cannot ~~acquisitions~~ensure ~~(including~~that any acquisition, ~~opportunities~~partnership, or joint venture we ~~are~~make ~~currently considering)~~or enter into will not have a material adverse effect on our business, financial condition, and results of operations.

The success of our acquisitions, once consummated, will depend in part on our ability to realize the anticipated business opportunities from combining their and our operations in an efficient and effective manner. These integration processes could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, write-offs or impairments, or inconsistencies in standards, controls, information technology systems, procedures, and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the acquisitions, and could harm our financial performance. We may ~~also evaluate potential partnerships or joint ventures with third parties. We may~~ not berealize successful in identifying partnership and joint venture candidates, and any partnerships or joint ventures may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the ~~extent financed~~potential ~~with~~benefits ~~the proceeds of debt, may increase our indebtedness. Pursuing acquisitions, partnerships~~ and ~~joint~~synergies ~~ventures~~sought ~~may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts~~ with our ~~business.~~recent ~~We cannot ensure that any~~ acquisition, ~~partnership, or joint venture we make or enter into will not have a material adverse effect on our business, financial condition, and results~~ of ~~operations~~ SciTec.

On October 31, 2025, the Company completed its acquisition of SciTec. The success of the acquisition, including anticipated benefits and synergies, depends in part on our ability to successfully integrate SciTec’s business. We believe that there are significant benefits and synergies that may be realized, including allowing for the advancement of Firefly’s 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, including:

•

potential incompatibility or difficulties integrating and harmonizing technologies, including financial reporting systems;

•

costs of integrating exceeding original estimates;

•

the loss of key employees; and

•

failure to combine SciTec’s core capabilities into Firefly’s products efficiently and effectively.

Further, our integration efforts could disrupt both companies’ existing operations and also divert management attention and resources. If we experience difficulties with the integration process, the anticipated benefits of the acquisition, including anticipated sales and growth opportunities, may not be realized fully, or at all, and may take longer to realize than expected. Failure to achieve the anticipated benefits of the acquisition could adversely affect our results of operations, financial condition and cash flows, decrease or delay the accretive effect of the acquisition and negatively impact the price of our Common Stock.

When we enter into fixed-price contracts with some of our customers, we take the risk of cost overruns.

We also have entered into multi-year, fixed-price contracts with some of our customers, pursuant to which we have agreed to perform the work for a fixed price and, accordingly, realize all of the profit or loss resulting from variations in the costs of performing the contract. To the extent we incur unanticipated cost overruns on a fixed-price contract, our profitability would be adversely affected. This risk is greater in a high inflationary environment. Sometimes, we accept a fixed-price contract for a product that we have not yet produced or that otherwise involves development work, and this increases the risk of cost overruns or delays in the completion of the design and manufacturing of the product, given that development work is inherently more uncertain as to future events than non-development contracts. Further, certain of our contracts do not permit us to recover increases in raw material prices, taxes, or labor costs, which could further decrease our profitability with respect to such contracts.

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

Our operations and those of our customers and suppliers have been and may again be subject to natural disasters, climate change-related events, pandemics, or other business disruptions, which could seriously harm our results of operations and increase our costs and expenses. Our manufacturing facilities are located in regions that may be impacted by severe weather events, such as increased storm frequency or severity and fires in hotter and drier climates. These could result in potential damage to our physical assets as well as disruptions in manufacturing activities. Our manufacturing facilities are located in areas that may be at risk due to rising sea levels. Moreover, our manufacturing facilities are located in areas that could experience decreased access to water due to climate issues. We are also vulnerable to damage from other types of disasters, including power loss, fire, explosions, floods, communications failures, terrorist attacks, and similar events. Disruptions could also occur due to health-related outbreaks and crises, cyberattacks, computer or equipment malfunction (accidental or intentional), operator error, or process failures. Should insurance or other risk transfer mechanisms, such as our existing disaster recovery and business continuity plans, be insufficient to recover all costs, we could experience a material adverse effect on our business, results of operations, prospects, and financial condition.

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communications failures, terrorist attacks, and similar events. Disruptions could also occur due to health-related outbreaks and crises, cyberattacks, computer or equipment malfunction (accidental or intentional), operator error, or process failures. Should insurance or other risk transfer mechanisms, such as our existing disaster recovery and business continuity plans, be insufficient to recover all costs, we could experience a material adverse effect on our business, results of operations, prospects, and financial condition.

Our leases may be terminated, or we may be unable to renew our leases on acceptable terms and if we wish to relocate, we may incur additional costs if we terminate a lease.

We have made significant capital expenditures to improve our leased facilities 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 a facility, which could subject us to construction and other costs and risks, 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 viable as that of the lease we are unable to renew, due to contracts that may require us to have facilities in certain locations. Having to close a facility, even briefly to relocate, would reduce the sales that 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 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 remainder of 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.

We currently have, and will continue to have, significant lease obligations, and our failure to meet those obligations could adversely affect our financial condition and business.

We currently have, and will continue to have, significant lease obligations for properties, vehicles and equipment. We depend on cash flow from operations to pay our lease expenses.

If our business does not generate sufficient cash flow from operating activities to fund these expenses, we may not be able to meet our lease obligations, which could have a material adverse effect on our financial condition and business. Furthermore, the significant cash flow required to satisfy our financial obligations under the leases could limit our ability to incur indebtedness and make capital expenditures or other investments in our business.

Certain 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.

As part of our growth strategy, we may need to acquire, build, or utilize additional facilities. Construction of incremental factories and launch pads or other facilities in which we conduct our operations may require significant capital expenditures to develop, and in the future, we may be required to make similar expenditures to expand, improve or construct adequate facilities for our operations. If we cannot access the capital we need, we may not be able to execute on our growth strategy, take advantage of future opportunities or respond to competitive pressures. If the costs of funding new launch sites or other locations or renovations or enhancements at existing launch sites or other locations exceed budgeted amounts or the time for building or renovation is longer than anticipated, our business, financial condition, and results of operations could be materially adversely affected.

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Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.

The 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 cyclical nature of 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 future and we may not be able to maintain adequate gross margins or profits in these markets. Our growth is dependent on the growth in the sales of services provided 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. 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 launch services and spacecraft solutions and services industries are each characterized by development of technologies to meet changing customer demand for complex and reliable products and services. Our products and services embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others. Failure or delays to meet the requisite 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 against end customer requirements could lead to a material adverse effect on our financial results.

We 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.

We may require additional capital to support business growth and this capital might not be available or may be available only by diluting existing stockholders.

We intend to continue making investments to support our business growth and may require additional funds to support this growth and respond to business challenges, including the need to develop our services, expand our inventory, enhance our operating infrastructure, expand the markets in which we operate and potentially acquire complementary businesses and technologies. Accordingly, we expect to need to engage in equity or debt financings to secure additional funds in the future. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our ~~common~~Common ~~stock~~Stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all, including for reasons outside our control such as negative economic conditions. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue 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.

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We ~~have~~previously identified a material weakness in our internal control over financial reporting. If we are unable to maintain effective internal controls, the accuracy and timeliness of our financial reporting may be materially adversely affected, ~~if left unremediated,~~ which could cause the market price of our ~~common~~Common ~~stock~~Stock to decline, lessen investor confidence and harm our business.

We ~~have~~previously identified a material weakness in our internal control over financial reporting related to our controls around the accounting for certain complex transactions that were not effectively designed or maintained. ~~We have concluded that our internal control over financial reporting was ineffective as of March 31, 2025, because a material weakness existed in our internal control over financial reporting.~~ The PCAOB defines a material weakness as “a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.” ~~The~~During ~~Company~~2025 ~~has~~we ~~performed~~implemented ~~additional~~a ~~accounting~~series ~~analysis~~of ~~and~~remediation ~~other~~measures ~~procedures,~~designed ~~including consulting with subject matter experts,~~ to ~~ensure~~address the ~~proper~~identified accounting and financial disclosures for these financial instruments. The Company has recently hired a Chief Accounting Officer and will continue to utilize subject matter experts to enhance its internal controls processes to remediate this material weakness. ~~Until~~ ~~our~~These ~~remediation~~measures ~~plan~~included ~~is implemented, tested, and deemed effective, we cannot assure that our actions will adequately remediate~~ the ~~material~~following: ~~weakness or that additional material weaknesses in our internal controls will not be identified in the future.~~

As• aappointing ~~public~~an ~~company,~~experienced ~~the~~Chief ~~Company~~Accounting ~~will~~Officer ~~be 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~~March ~~future~~2025 ~~annual reports on Form 10-K to be filed~~ with ~~the~~significant ~~SEC~~experience ~~beginning~~in ~~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~~and tocomplex ~~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.~~ transactions;

If• weengaging ~~are~~consultants ~~unable~~with toexperience ~~conclude on an ongoing basis that we have effective internal control over financial reporting~~ in ~~accordance~~the ~~with~~review ~~Section 404,~~of ~~our~~unique ~~independent~~and ~~registered~~complex ~~public~~ accounting ~~firm may not issue an unqualified opinion. If we are unable to conclude that we have effective internal control over financial reporting~~topics, ~~investors~~who ~~could~~consulted ~~lose~~with ~~confidence~~management ~~in our reported financial information, which could have a material adverse effect~~ on ~~the~~complex ~~trading~~transactions ~~price~~and ~~of our common stock. Failure to remedy any material weakness in our internal control over financial~~ reporting,; ~~or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.~~ and

•

implementing standardized financial control and reporting processes.

After completing testing of the design and operating effectiveness of the new controls, we have concluded that the identified material weakness has been fully remediated as of September 30, 2025.

We 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.

If we are unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404, our independent registered public accounting firm may not issue an unqualified opinion. If we are unable to conclude that we have effective internal control over financial reporting, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our Common Stock. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Risks Related to Litigation and Regulation

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

The environment in which we operate is highly regulated due to the sensitive nature of our complex and technologically advanced systems, including launch vehicles, landers, orbital vehicles, and related components, and the fact that we contract with national security and defense customers, in addition to those regulations broadly applicable to publicly traded corporations. There are numerous regulatory risks that could adversely affect operations, including but not limited to:

Changes 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 committed to expanding into the global market and enhancing our growth potential. There may be a material adverse effect on our financial condition and results of operations if we are required to alter our business to comply with changes in both domestic and foreign regulations, tariffs, or taxes and other trade barriers that

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committed to expanding into the global market and enhancing our growth potential. There may be a material adverse effect on our financial condition and results of operations if we are required to alter our business to comply with changes in both domestic and foreign regulations, tariffs, 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 countries in which we conduct business. Any failure to comply with such regulatory requirements could also subject us to various penalties or sanctions.

Import 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. Government Approval Requirements. For certain aspects of our business operations, we are required to obtain U.S. government licenses and approvals and to enter into agreements with various 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 to obtain the necessary U.S. government licenses, approvals, and agreements may prohibit entry into or interrupt the completion of contracts which could lead to a customer’s termination of a contract for default or monetary penalties, which could materially adversely affect our financial condition and results of operations. Given the great 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 has the power to disrupt or block certain foreign investments in U.S. businesses if he or she determines that such a 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 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~~Common ~~stock~~Stock.

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Other Government Regulations. Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. government and the governments of other countries. Commercial space launch activities require licenses from the Department of Transportation and, for launches from Esrange Space Center, the SSC. Our license to conduct launches at Esrange Space Center requires certification of our flight termination system software by NASA. Radio communications for launch activities and spacecraft operations require licenses from the Federal Communications Commission (the “FCC”) and/or the Swedish National Space Agency and frequency coordination with the International Telecommunication Union. The operation of private remote sensing space systems requires a license from the Department of Commerce. Any failure to comply with these and other regulatory requirements could subject us to various penalties or sanctions and could have a significant adverse effect on our reputation, financial condition, and results of operations.

Competitive 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 Laws. As part of the regulatory and legal environments in which we operate, we are subject to domestic and international anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) that prohibit improper payments directly or indirectly to government officials, authorities or persons defined in those anti-corruption laws in order to obtain or retain business or other improper advantages in the conduct of business. Our policies mandate compliance with anti-corruption laws. Failure by our employees, agents, subcontractors, suppliers and/or existing or future partners to comply with anti-corruption laws and our policies could impact us in various ways that include, but are not limited to, criminal, civil and administrative fines and/or legal sanctions and the inability to bid for or enter into contracts with certain entities, all of which could have a significant adverse effect on our reputation, operations, and financial results. Our exposure for violating these laws will increase as our international presence expands and as we increase sales and operations in foreign jurisdictions.

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 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.

In connection 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.

We are also subject to the DoD Cybersecurity Maturity Model Certification (“CMMC”) requirements, which requires companies that do business with the DoD to, depending on the level of security required, meet, or exceed certain specified cybersecurity standards to be eligible for new contract awards. The DoD expects that nearly all new contracts will be required to comply with the CMMC by 2026. We are currently CMMC Lv2 compliant; however, to the extent we are unable to achieve or maintain certification at the level required for a particular contract award, we will be unable to bid on such contract awards or follow-on awards for existing work with the DoD, which could materially adversely impact our revenue, profitability, and cash flows. Additionally, our subcontractors, and certain of our vendors, may also need to comply with CMMC requirements. We may be

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exceed certain specified cybersecurity standards to be eligible for new contract awards. The DoD expects that nearly all new contracts will be required to comply with the CMMC by 2026. We are currently CMMC Lv2 compliant; however, to the extent we are unable to achieve or maintain certification at the level required for a particular contract award, we will be unable to bid on such contract awards or follow-on awards for existing work with the DoD, which could materially adversely impact our revenue, profitability, and cash flows. Additionally, our subcontractors, and certain of our vendors, may also need to comply with CMMC requirements. We may be negatively impacted if our subcontractors or vendors are not compliant with CMMC requirements. The obligations imposed on us under the CMMC may be different from, or in addition to those, otherwise required by the Data Protection Laws to which we are subject. The costs to comply with the new CMMC requirements are significant and may increase, which could materially adversely affect our business, financial condition, or results of operations. Failure to comply with CMMC requirements may also make us subject to bid protest challenges or False Claims Act allegations claiming damages to the government based on such non-compliance.

We 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.

We may become involved in litigation that may materially adversely affect us.

From time to time, we have been and may in the future become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, supplier, customer, or other third -party relationships, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources from the operation of our business, and cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify, as plaintiffs may seek recovery of very large or indeterminate amounts in these types of lawsuits, and the magnitude of the potential loss 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 that doing so is in the best 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.

Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy, and impact our stock price.

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~~Common ~~stock~~Stock is publicly traded, volatility in the stock price of our ~~common~~Common ~~stock~~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, including potential proxy contests, could 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 providers and make it more difficult to attract and retain qualified personnel. Also, 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.

Our business is subject to a wide variety of extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with 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 ultimate cost of compliance with, current or future regulatory or administrative changes. While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws and regulations, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers. Moreover, 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. Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our 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. For example, conducting commercial space launches in the United States require licenses and permits from certain agencies of the Department of Transportation, including the FAA, and review by other agencies of the U.S. government, including the DoD, Department of State, NASA, and the FCC. 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 of our industry is still evolving, and new or different laws or regulations could affect our operations, increase direct compliance costs for us or cause any third-party suppliers or contractors to raise the prices they charge us because of increased compliance costs. Moreover, 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 be multi-layered and may be in conflict with one another, and our compliance could require alteration of our manufacturing processes or operational parameters which may adversely impact our business. We may not be in complete compliance with all such requirements at all times and, even when we believe we are in complete compliance, a regulatory agency may determine that we are not. In addition, the actions of third parties may cause us to fail to comply with certain requirements. We aim to produce our launch and spacecraft 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 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 authorities. Our failure to obtain the licenses necessary to support our anticipated launch cadence, or any delays or hurdles that present in our interactions with the 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 operations.

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may determine that we are not. In addition, the actions of third parties may cause us to fail to comply with certain requirements. We aim to produce our launch and spacecraft 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 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 authorities. Our failure to obtain the licenses necessary to support our anticipated launch cadence, or any delays or hurdles that present in our interactions with the 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 operations.

Contracting in the defense industry is 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 all government contractors, we are subject to risks associated with this contracting. These risks include the potential for substantial civil and criminal fines and penalties. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices, or otherwise failing to follow cost accounting standards, receiving, or paying kickbacks or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation, which could significantly reduce our sales and earnings. It could also result in our suspension or debarment from future government contracts, which could materially adversely affect our business, financial condition, and results of operations. In addition, we could be subject to criminal or civil penalties or administrative sanctions, including contract termination, breach of contract actions including related damages, fines, forfeiture of fees, suspension of payment, and civil False Claims Act allegations (which can include civil penalties and treble damages), any of which could materially adversely affect our reputation, business, financial condition, and results of operations.

We are subject to procurement rules and regulations, which increase our performance and compliance costs under our U.S. government contracts. Our failure to comply with various complex procurement rules and regulations could result in our being liable for penalties, including termination of our U.S. government contracts, disqualification from bidding on future U.S. government contracts, civil False Claims Act allegations, and suspension or debarment from U.S. government contracting.

We must comply with laws and regulations relating to the formation, administration, and performance of U.S. government contracts, which affect how we do business with our customers. These laws and regulations may require, among other things, certification and disclosure of all cost and pricing data in connection with contract negotiation, 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. Such laws and regulations may impose added costs on our business and our failure to comply with them, or the 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 civil penalties and treble damages), suspension or debarment from contracting with federal agencies and could have a material adverse effect on our reputation and ability to receive other U.S. government contract awards in the future. Government contract laws and regulations can 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 for default based on our performance 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 to receive payments for our allowable costs incurred and the proportionate share of fees or 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. 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 obligations as a subcontractor. Similarly, the U.S. government could indirectly terminate a program or contract by not funding it. The decision to terminate programs or contracts for convenience or default could materially adversely affect our business, financial condition, and results of operations.

and materially adversely affecting our ability to compete for future contracts and orders. In addition, the U.S. 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 obligations as a subcontractor. Similarly, the U.S. government could indirectly terminate a program or contract by not funding it. The decision to terminate programs or contracts for convenience or default could materially adversely affect our business, financial condition, and results of operations.

Laws 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 us, our suppliers, and 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.

New sustainability 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.

We may 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.

We are currently assessing the 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.

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

Tax laws are complex and subject to subjective evaluations and interpretative decisions, and we may be 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, including our effective tax rate 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 positions we have taken or intend to take, on tax laws applicable to our ordinary activity and extraordinary 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 of tax 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. We cannot, therefore, rule out that claims by the tax authorities may give rise to burdensome and long tax litigation and to the payment of significant amounts for taxes, penalties, and interest for late payment. 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.

As of December 31, 2024, we had $511.6 million of U.S. federal and $188.6 million of U.S. 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 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 and Section 383 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 its pre-change NOL carryforwards and to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Future issuances or sales 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 or that may occur in the future could result in the imposition of an annual limit on the amount of pre-ownership change NOL carryforwards and other tax attributes we can use to reduce our taxable income, potentially increasing and accelerating our liability for income taxes, and also potentially causing 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 with transactions contemplated by this offering. Any limitation on using NOL carryforwards could, depending on the extent of such limitation and the NOL carryforwards previously used, result in us retaining less cash after payment of U.S. federal and state income taxes during any year in which we have taxable income, rather than losses, than we would otherwise retain if such NOL carryforwards were available as an offset against such income for U.S. federal and state income tax purposes. As a result, such limitations on our NOL carryforwards could adversely impact our operating results.

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 and Section 383 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 its pre-change NOL carryforwards and to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Future issuances or sales 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 or that may occur in the future could result in the imposition of an annual limit on the amount of pre-ownership change NOL carryforwards and other tax attributes we can use to reduce our taxable income, potentially increasing and accelerating our liability for income taxes and also potentially causing 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 with future transactions. Any limitation on using NOL carryforwards could, depending on the extent of such limitation and the NOL carryforwards previously used, result in us retaining less cash after payment of U.S. federal and state income taxes during any year in which we have taxable income, rather than losses, than we would otherwise retain if such NOL carryforwards were available as an offset against such income for U.S. federal and state income tax purposes. As a result, such limitations on our NOL carryforwards could adversely impact our operating results.

Risks Related to Our Indebtedness

Our substantial indebtedness could materially adversely affect our financial condition.

We have, a substantial amount of indebtedness and ~~after~~may ~~this~~incur ~~offering~~additional weindebtedness ~~expect~~in ~~that~~the future. On November 7, 2025, we ~~will~~amended ~~continue~~our New Credit Agreement to ~~have~~increased commitments under the Revolving Facility by $135.0 million. On November 10, 2025, in connection with our financing of the SciTec acquisition, we borrowed $260.0 in aggregate principal amount under our New Credit Agreement. We have historically relied on a ~~significant~~substantial amount of ~~indebtedness~~debt to finance our operations and investments and may continue to be reliant on such financing in the future. AsFor a discussion of ~~March~~the ~~31,~~risks ~~2025,~~associated with our ~~total~~ indebtedness, ~~excluding~~see ~~capitalized~~“Risk ~~debt~~Factors—Risks ~~issuance~~Related ~~costs,~~to ~~was~~Our ~~$173.6~~Indebtedness—Our ~~million,~~substantial ~~including~~indebtedness could materially adversely affect our financial condition.”

72Our substantial indebtedness under the New Credit Agreement could have important consequences to the holders of our Common Stock, including the following:

$136.1 million under our Term Loan Facility and $37.5 million under finance leases and other obligations. We intend to use net proceeds received by us from this offering to repay all of our borrowings under the Credit Agreement and to pay accrued and unpaid dividends on our outstanding Series C and Series D Preferred Stock, with any remaining proceeds being used for general corporate and working capital purposes. We may also incur additional indebtedness in connection with this offering. After giving effect to this offering, on an as adjusted basis, as of , 2025, our total indebtedness would have been approximately $ million.

Our substantial indebtedness under the Credit Agreement, and any future indebtedness we may incur, could have important consequences to the holders of our common stock, including the following:

•

making it more difficult for us to satisfy our obligations with respect to our and our subsidiaries’ other debt;

•

limiting our and our subsidiaries’ ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements;

•

requiring us to dedicate a substantial portion of our cash flows to debt service payments, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

•

increasing our vulnerability to general adverse economic and industry conditions;

•

exposing us to the risk of increased interest rates, to the extent any of our borrowings are at variable rates of interest;

•

limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

•

placing us at a disadvantage compared to other, less leveraged competitors; and

•

increasing our cost of borrowing.

In addition, the New Credit Agreement contains, and agreements governing our future borrowing may contain, financial 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’ ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all our debt. See “Description of Certain Indebtedness.”

We 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.

The Term Loan Facility will mature in July 2028. The Term Loan Facility will be repaid with proceeds from this offering, with approximately $ million of the net proceeds of this offering to repay outstanding borrowings under the Credit Agreement, any applicable prepayment premiums, and accrued interest. See “Use of Proceeds.” We may need to refinance all or a portion of our indebtedness on or before the maturity thereof. Depending on market conditions, we may not be able to obtain such financing on commercially reasonable terms or at all. Failure to refinance our indebtedness could have a material adverse effect on us.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled principal and interest payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory, and other factors, some of which are beyond our control. We cannot be sure that our business will generate sufficient cash flows from operating activities, or that future borrowings will be available, to permit us to pay the principal and interest on our indebtedness.

73If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such 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. 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.”

~~Table~~Additionally, if we cannot make scheduled payments on our debt, we will be in default, and the outstanding principal amount of ~~Contents~~indebtedness thereunder may be accelerated, commitments to loan money may be terminated and/or assets securing such borrowings may be foreclosed against, as applicable in the relevant debt instrument, and we could be forced into bankruptcy or liquidation. Any of these events could result in you losing all or a portion of your investment in the Common Stock.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such 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. The 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, if we cannot make scheduled payments on our debt, we will be in default, and the outstanding principal amount of indebtedness thereunder may be accelerated, commitments to loan money may be terminated and/or assets securing such borrowings may be foreclosed against, as applicable in the relevant debt instrument, and we could be forced into bankruptcy or liquidation. Any of these events could result in you losing all or a portion of your investment in the common stock.

Agreements governing our current and future indebtedness will contain covenants that restrict our current and future operations, including our ability to respond to changes or to take certain actions.

The 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 interest. See “Description of Certain Indebtedness.” These covenants may include restrictions on our and our subsidiaries abilities to:

•

incur additional indebtedness and guarantee indebtedness;

•

pay dividends or make other distributions or repurchase or redeem our capital stock;

•

prepay, redeem, or repurchase junior debt;

•

issue certain preferred stock or similar equity securities;

•

make loans and investments;

•

sell assets or property, except in certain circumstances;

•

sell or license intellectual property, except in certain circumstances;

•

incur liens;

•

dispose of our assets;

•

enter into transactions with affiliates;

•

modify 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

• ensure that IPCo (as defined below) remains bankruptcy remote; and

•

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:

•

limited in how we conduct our business;

•

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

•

unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our strategy. If we incur indebtedness provided or guaranteed by 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.

Risks Related to This Offering and Ownership of Our Common Stock

The market price of our ~~common~~Common ~~stock~~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 ~~initial~~price ~~public~~you ~~offering~~pay ~~price~~for them, and you may lose all or part of your investment.

~~There has been no prior public market for our common stock prior to our initial public offering.~~ The ~~initial public offering price for our common stock will be determined through negotiations among the underwriters and us, and may vary from the~~ market price of our ~~common~~ ~~stock~~Common ~~following~~Stock ~~this offering. If you purchase shares of common stock in this offering, you~~ may ~~not be able to resell those shares at or above the initial public offering price. 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:

•

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~~Common ~~stock~~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.

An49 ~~active trading market for our common stock may never develop or be sustained.~~

We have applied for the listing of our common stock on Nasdaq under the symbol “FLY.” However, we cannot be certain that an active trading market for our common stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. Furthermore, we cannot be certain that we will continue to satisfy the continued listing standards of Nasdaq. If we fail to satisfy the continued listing standards, we could be de-listed, which would have a material adverse effect on the liquidity and price of our common stock. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our common stock when desired or the prices that you may obtain for your shares of our common stock.

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. Upon the completion of this offering, we will have outstanding a total of shares of common stock (assuming the underwriters exercise their option to purchase additional shares in full). Of these shares, only the shares of common stock sold in this offering will be 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 this offering, 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 with the underwriters, 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 the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of .

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, 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 will have demand and “piggy-back” registration rights with respect to our common stock that they will retain following this offering. 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~~Future ~~ability~~sales ~~to achieve a return on your investment will depend on appreciation in the price~~ of our ~~common~~ ~~stock~~Common ~~because~~Stock weand ~~currently~~other doactions ~~not~~by ~~intend~~existing tostockholders ~~pay~~could ~~dividends~~cause on our ~~common~~ stock, ~~and~~price ~~our indebtedness could limit our ability~~ to ~~pay dividends on our common stock~~decline.

~~After~~If ~~completion~~our ofexisting ~~this offering~~stockholders, weincluding ~~currently~~employees, dowho ~~not~~have ~~anticipate~~or ~~paying~~obtain ~~any~~equity, ~~cash~~sell, ~~dividends~~or ~~for~~indicate ~~the~~an ~~foreseeable~~intention ~~future.~~to ~~In addition~~sell, ~~the~~substantial ~~terms~~ amounts of our ~~indebtedness~~Common ~~limit~~Stock ~~our~~in ~~ability~~the topublic ~~pay~~market ~~dividends~~after orthe ~~make~~lock-up ~~other~~and ~~distributions~~legal restrictions on, orresale todiscussed ~~repurchase~~in orthis ~~redeem~~prospectus lapse, ~~shares~~the trading price of our ~~capital~~Common ~~stock.~~Stock ~~See~~could ~~“Description~~decline. ofWe ~~Certain~~have ~~Indebtedness.”~~outstanding ~~Consequently,~~a ~~your~~total ~~only~~of ~~opportunity~~159,251,122 toshares ~~achieve~~of ~~a return~~Common onStock ~~your~~as ~~investment~~of inNovember 10, ~~our~~2025. ~~company~~Of ~~will~~these beshares, ifonly the ~~market~~22,190,400 ~~price~~shares of ~~our~~Common ~~common~~Stock ~~stock~~sold ~~appreciates~~in ~~and~~our ~~you~~initial ~~sell~~public ~~your~~offering ~~shares~~are atfreely atradable ~~profit.~~without ~~There~~restrictions isor nofurther ~~guarantee~~registration ~~that~~under the ~~price~~Securities Act of ~~our~~1933, ~~common~~as ~~stock~~amended, ~~that~~or ~~will prevail in~~ the ~~market~~Securities ~~after~~Act, ~~this~~except ~~offering will~~for ~~ever~~any ~~exceed~~shares ~~the~~held ~~price~~by ~~that~~persons ~~you~~who ~~pay.~~are ~~See~~not ~~“Dividend~~our ~~Policy.~~“affiliates” Weas ~~cannot~~defined bein ~~sure~~Rule ~~that~~144 weunder ~~will~~the ~~pay~~Securities ~~dividends~~Act inand ~~the~~who ~~future~~have orcomplied ~~continue~~with tothe ~~pay~~holding ~~dividends~~period ifrequirements weof doRule ~~commence~~144 ~~paying~~under ~~dividends~~the Securities Act.

IfIn ~~securities~~connection orwith ~~industry~~our ~~analysts~~IPO, ~~either~~we doand ~~not~~our ~~publish~~officers, ~~research~~directors, ~~about~~and usholders orof ~~publish~~substantially ~~inaccurate~~all orof ~~unfavorable~~our ~~research~~Common ~~about~~Stock ~~us,~~and ~~our~~securities ~~business,~~convertible into or exercisable for our ~~market~~ Common Stock, ifincluding ~~they~~AE ~~adversely~~Industrial ~~change~~Partners, ~~their~~have ~~recommendations~~agreed, ~~regarding~~subject ~~our~~to ~~common~~certain ~~stock~~exceptions, ornot ifto ~~our~~dispose ~~operating~~of ~~results~~or dohedge ~~not~~any ~~meet~~of their ~~expectations~~Common Stock or ~~any~~securities ~~financial~~convertible ~~guidance~~into weor ~~may~~exchangeable ~~provide~~for shares of Common Stock during the period from August 6, 2025 continuing through the ~~trading~~date ~~price~~180 ordays ~~trading~~after ~~volume~~August 6, 2025, except with the prior written consent of ~~our~~at ~~common~~least ~~stock~~two ~~could decline~~of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters.

~~The~~When ~~trading~~the ~~market~~lock-up ~~for~~period ~~our~~in ~~common~~these ~~stock~~agreements ~~will~~expires, bewe, ~~influenced~~our inofficers ~~part~~and bydirectors, ~~the~~AE ~~research~~Industrial Partners, and ~~reports~~such ~~that~~other ~~securities~~stockholders ~~or industry~~will ~~analysts~~be ~~may~~able ~~publish~~to ~~about~~sell ~~us,~~shares ~~our~~in ~~business,~~the ~~our~~public market~~, or our competitors~~. IfIn ~~one~~addition, ortwo ~~more~~ of the ~~analysts~~representatives ~~initiate~~(which ~~research~~must ~~with~~include anGoldman ~~unfavorable~~Sachs & ~~rating~~Co. orLLC) ~~downgrade~~on ~~our~~behalf ~~common~~of ~~stock,~~the ~~provide~~underwriters amay, ~~more~~in ~~favorable~~their ~~recommendation~~sole ~~regarding our competitors~~discretion, release all or ~~publish~~some ~~inaccurate~~portion orof ~~unfavorable~~the ~~research~~shares ~~about~~subject ~~our~~to ~~business,~~the ~~our~~lock-up ~~common~~agreements ~~stock~~prior ~~price~~to ~~would~~the ~~likely~~expiration ~~decline.~~of Ifthe ~~one~~lock-up orperiod. ~~more~~See ~~analysts~~“Shares ~~who~~Eligible ~~may~~for ~~cover~~Future usSale.” ~~were~~Sales toof ~~cease~~a ~~coverage~~substantial number of ussuch shares, or ~~fail~~the toperception ~~regularly~~that ~~publish~~such ~~reports~~sales onmay usoccur, weupon ~~could lose~~the ~~visibility~~expiration inor early release of the ~~financial~~securities ~~markets,~~subject ~~which~~to inthe ~~turn~~lock-up agreements could cause the ~~trading~~ price of our Common Stock to decline or ~~trading~~make ~~volume~~it ofmore ~~our~~difficult ~~common~~for ~~stock~~you to ~~decline~~sell your Common Stock at a time and price that you deem appropriate.

In addition, ifcertain weof doour ~~not~~stockholders ~~meet~~have ~~any~~demand ~~financial~~and ~~guidance~~“piggy-back” ~~that~~registration werights ~~may~~with ~~provide~~respect to ~~the public or if we do not meet expectations of securities analysts or investors, the trading price of~~ our ~~common~~Common ~~stock~~Stock ~~could~~that ~~decline~~they ~~significantly~~hold. ~~Our~~See ~~operating~~“Shares ~~results~~Eligible ~~may~~for ~~fluctuate~~Future ~~significantly~~Sale” ~~from~~for ~~period to period as~~ a ~~result~~discussion of ~~changes~~the inshares ~~a variety~~ of ~~factors~~our ~~affecting~~Common usStock orthat ~~our~~may ~~industry,~~be ~~many~~sold ~~of which~~into ~~are~~the ~~difficult~~public tomarket ~~predict.~~in Asthe ~~a result~~future, weincluding ~~may experience challenges~~ in ~~forecasting~~connection ~~our~~with ~~operating~~registration ~~results~~rights ~~for~~we ~~future~~have ~~periods~~granted.

~~Future~~Your ~~issuances of~~ability ~~our~~to ~~common~~achieve ~~stock~~a ~~could~~return ~~result~~on your investment will depend on appreciation in ~~significant~~the ~~dilution~~price toof our ~~stockholders,~~Common ~~dilute~~Stock ~~the~~because ~~voting~~we ~~power~~currently ofdo not intend to pay dividends on our ~~common~~Common ~~stock~~Stock, and ~~depress~~our ~~the~~indebtedness ~~market~~could ~~price~~limit ofour ability to pay dividends on our ~~common~~Common ~~stock~~Stock.

~~Future~~We ~~issuances~~currently ofdo ~~our~~not ~~common~~anticipate ~~stock~~paying ~~could~~any ~~result~~cash individends ~~dilution~~for tothe ~~existing~~foreseeable ~~holders~~future. In addition, the terms of our ~~common~~indebtedness ~~stock.~~limit ~~Such~~our ~~issuances,~~ability orto ~~the~~pay ~~perception~~dividends ~~that such~~or ~~issuances~~make ~~may~~other ~~occur~~distributions on, ~~could~~or ~~depress~~to ~~the~~repurchase ~~market~~or ~~price~~redeem, shares of our ~~common~~capital stock. WeSee ~~may~~“Description ~~issue~~of ~~additional~~Certain ~~equity~~Indebtedness.” ~~securities~~Consequently, ~~from~~your ~~time~~only opportunity to ~~time,~~achieve ~~including~~a ~~equity~~return ~~securities~~on ~~that~~your ~~could~~investment ~~have~~in ~~rights~~our ~~senior~~company towill ~~those~~be if the market price of our ~~common~~Common ~~stock.~~Stock Asappreciates aand ~~result, purchasers~~you ofsell your shares ofat ~~common~~a ~~stock~~profit. inThere ~~this~~is ~~offering~~no ~~bear~~guarantee that the ~~risk~~price ~~that~~of ~~future~~our ~~issuances~~Common ofStock ~~equity~~that ~~securities~~will ~~may~~prevail ~~reduce~~in the ~~value~~market ofafter ~~their~~this ~~shares~~offering ~~and~~will ~~dilute~~ever ~~their~~exceed ~~ownership~~the ~~interests.~~price ~~Also,~~that toyou ~~the~~pay. ~~extent~~See ~~outstanding~~“Dividend ~~stock-based~~Policy.” ~~awards~~We ~~are~~cannot ~~issued or~~be ~~become~~sure ~~vested,~~that ~~there~~we will bepay ~~further~~dividends ~~dilution~~in the future or continue to ~~the~~pay ~~holders~~dividends ofif ~~our~~we ~~common~~do ~~stock~~commence paying dividends.

We50 ~~will incur increased costs and devote substantial management time as a result of operating as a public company.~~

As a public company, we will incur significant legal, accounting, investor relations, and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be 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 , including the establishment and maintenance of effective disclosure and financial controls and changes in corporate

~~governance~~If ~~practices.~~securities Weor ~~expect~~industry ~~that~~analysts ~~the~~either ~~requirements~~do ofnot ~~operating~~publish asresearch aabout ~~public~~us ~~company~~or ~~will~~publish ~~increase~~inaccurate ~~our~~or ~~legal~~unfavorable ~~and~~research ~~financial~~about ~~compliance and investor relations costs and will make some activities more time consuming and costly. In addition~~us, ~~we expect that~~ our ~~management and other personnel will need to divert attention from operational and other~~ business, ~~matters~~or toour ~~devote substantial time to these public company requirements. In particular~~market, we ~~expect~~if tothey ~~incur~~adversely ~~significant~~change ~~expenses~~their ~~and~~recommendations ~~devote~~regarding ~~substantial~~our ~~management~~Common ~~effort~~Stock, ~~toward~~or ~~ensuring~~if ~~compliance~~our ~~with~~operating ~~the~~results ~~requirements~~do ofnot ~~Section 404~~meet oftheir ~~the~~expectations ~~Sarbanes-Oxley~~or ~~Act,~~any ~~which~~financial ~~will~~guidance ~~increase when~~ we ~~are~~may ~~no longer an emerging growth company~~provide, ~~as defined by~~ the ~~JOBS~~trading ~~Act.~~price ~~We will also need to establish an investor relations function. We cannot predict~~ or ~~estimate~~trading ~~the~~volume ~~amount~~ of ~~additional~~our ~~costs~~Common weStock ~~may~~could ~~incur as a result of becoming a public company or the timing of those costs~~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.

In51 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 will be 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 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 this offering; (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.

IfIn ~~you~~addition, ~~purchase~~we ~~shares~~expect ofthat ~~our~~being ~~common~~a ~~stock~~public incompany ~~this~~subject ~~offering~~to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, ~~you~~and ~~will~~we ~~experience~~may ~~substantial~~be required to accept reduced policy limits and ~~immediate~~ ~~dilution~~coverage inor ~~net~~incur ~~tangible~~substantially ~~book~~higher ~~value~~costs ~~per~~to ~~share~~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.

~~The~~We ~~assumed~~are ~~initial~~an ~~public~~“emerging ~~offering~~growth ~~price~~company” ~~of $ per~~and ~~share,~~are ~~the~~able ~~midpoint~~to ofavail ~~the~~ourselves ~~estimated offering price range set forth on the cover page~~ of ~~this~~reduced ~~prospectus,~~disclosure isrequirements ~~substantially~~applicable ~~higher~~to ~~than~~emerging ~~the~~growth ~~net tangible book value per share of our outstanding common stock immediately after this offering. If you purchase shares of common stock in this offering~~companies, ~~you~~which ~~will~~could ~~experience~~make substantial and immediate dilution in the as adjusted net tangible book value per share of $ based on the assumed initial public offering price of $ per share. That is because the price that you pay will be substantially greater than the as adjusted net tangible book value per share of common stock that you acquire. This dilution is due in large part to the fact that our ~~earlier~~Common ~~investors~~Stock ~~paid substantially~~ less ~~than~~attractive ~~the initial public offering price when they purchased their shares of our capital stock. You will experience additional dilution~~ to ~~the extent that new securities are issued under our equity incentive plans or we issue additional shares of common stock in the future~~investors. ~~See “Dilution.”~~

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.

~~Immediately~~As ~~following this offering and the application~~ of ~~net~~November 10, ~~proceeds therefrom~~2025, AE Industrial Partners ~~will~~ beneficially ~~own~~ owned approximately 37% of our ~~common~~Common ~~stock (or % if the underwriters exercise in full their option to purchase additional shares of common stock)~~Stock, with each share of ~~common~~Common ~~stock~~Stock entitling the holder to one vote on all matters submitted to a vote of our stockholders. Moreover, we ~~will~~have ~~agree~~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 ~~will~~ initially ~~have~~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~~Common ~~stock~~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~~Common ~~stock~~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~~Common ~~stock~~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~~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~~Common ~~stock~~Stock as part of a sale of our Company and ultimately might affect the market price of our ~~common~~Common ~~stock~~Stock.

AE52 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 to be effective at or prior to the consummation of this offering will provide 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 will have 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~~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 ~~and~~provides ~~bylaws~~that none of AE Industrial Partners, ~~each~~any of ~~which~~its ~~will~~affiliates, beor any director who is not employed by us (including any non-employee director who serves as one of our officers in ~~effect~~both ~~upon~~his or her director and officer capacities) or its affiliates has any duty to refrain from engaging, directly or indirectly, in the ~~completion~~ same business activities or similar business activities or lines of ~~this~~business ~~offering~~in which we operate. AE Industrial Partners also may pursue acquisition opportunities that may be complementary to our business, ~~could~~and, ~~make~~as a ~~merger~~result, ~~tender~~those ~~offer~~acquisition opportunities may not be available to us. In addition, orAE ~~proxy~~Industrial ~~contest~~Partners ~~difficult~~may have an interest in pursuing acquisitions, ~~thereby~~divestitures, ~~depressing~~and ~~the~~other ~~trading~~transactions ~~price~~that, ofin ~~our~~their ~~common~~judgment, ~~stock~~could enhance their investment, even though such transactions might involve risks to you or may not prove beneficial.

~~Our~~Provisions in our certificate of incorporation and bylaws, ~~each~~could ofmake ~~which~~a ~~will~~merger, betender inoffer, ~~effect~~or ~~upon~~proxy ~~the~~contest ~~completion of this offering~~difficult, ~~contain~~thereby ~~provisions~~depressing ~~that could depress~~ the trading price of our ~~common~~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~~Stock. ~~In particular, our certificate of incorporation and bylaws:~~

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~~Common ~~stock~~Stock (other than certain specified bylaws which, following the Trigger Date, will require the affirmative vote of two-thirds of our outstanding ~~common~~Common ~~stock~~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~~53 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~~Section 203 ~~certificate~~ of ~~incorporation~~the ~~will~~Delaware ~~designate~~General ~~the~~Corporation ~~Court~~Law of(the ~~Chancery~~“DGCL”) ofprohibits ~~the~~a ~~State~~publicly ofheld Delaware ascorporation ~~the exclusive~~from ~~forum~~engaging ~~for~~in ~~certain~~a ~~litigation~~business ~~that~~combination ~~may~~with bean ~~initiated~~interested bystockholder, ~~our~~generally ~~stockholders~~a ~~and~~person, ~~the~~individually ~~federal~~or ~~district~~together ~~courts~~with ofany ~~the~~other ~~United~~interested ~~States~~stockholder, aswho owns or within the ~~exclusive~~last ~~forum~~three ~~for~~years ~~litigation~~has ~~arising~~owned ~~under~~15% ~~the~~of ~~Securities~~our ~~Act~~voting stock, ~~which~~unless ~~could~~the ~~limit~~business ~~our~~combination ~~stockholders’ ability~~is toapproved ~~obtain~~in a ~~favorable~~prescribed ~~judicial~~manner. ~~forum~~We ~~for~~have ~~disputes~~elected ~~with~~to usopt orout ~~our~~of ~~directors~~Section 203 of the DGCL. However, ~~officers~~our certificate of incorporation will contain a provision that is of similar effect, ~~employees~~except that it will exempt from its scope AE Industrial Partners, any of its affiliates and certain of their respective direct or ~~agents~~indirect transferees as described under “Description of Capital Stock—Anti-Takeover Provisions.”

~~Pursuant~~Any ~~to our~~provision ~~certificate~~ of ~~incorporation~~our tocertificate ~~be effective in connection with the closing~~ of ~~this offering~~incorporation, ~~unless~~our webylaws ~~consent~~or inDelaware ~~writing~~law tothat ~~the~~has ~~selection of an alternative forum,~~ the ~~Court~~effect of ~~Chancery~~delaying ~~of the State of Delaware will be the sole and exclusive forum for any claims in state court for (1) any derivative action~~ or ~~proceeding~~deterring ~~brought on our behalf, (2) any action asserting~~ a ~~claim~~change ofin ~~breach~~control ofcould alimit ~~fiduciary~~the ~~duty~~opportunity ~~owed~~for ~~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~~receive ~~provision of the DGCL, our certificate of incorporation or our bylaws, or (4) any other action asserting~~ a ~~claim~~premium ~~against us that is governed by the internal affairs doctrine; provided that~~ for ~~the~~their ~~avoidance~~shares of ~~doubt,~~Common ~~the~~Stock ~~forum~~and ~~selection~~could ~~provision~~also ~~that~~affect ~~identifies~~ the ~~Court~~price ofthat ~~Chancery~~some ofinvestors ~~the~~are ~~State~~willing ofto ~~Delaware~~pay ~~as the exclusive forum~~ for ~~certain~~our ~~litigation,~~Common ~~including~~Stock. ~~any~~See “~~derivative action”,~~Description ~~will~~of ~~not~~Capital ~~apply~~Stock—Anti-Takeover ~~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~~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 ~~will~~ further ~~provide~~ 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~~54 ~~certificate of incorporation will contain 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,

orprovisions ~~partners~~were ~~will have any duty~~ to ~~refrain~~be ~~from engaging~~challenged, ~~directly,~~we ormay ~~indirectly,~~incur inadditional ~~the~~costs ~~same~~associated ~~business~~with ~~activities,~~resolving ~~similar~~such ~~business~~challenge. ~~activities,~~While ~~or lines of business in which~~ we ~~operate.~~currently ~~In addition,~~have ~~our certificate of incorporation provides that, to the fullest extent permitted by law,~~ no ~~officer~~basis ~~or director of ours who is also an officer, director, employee, agent, stockholder, member, partner, or affiliate of either of AE Industrial Partners will be liable~~ to usexpect ~~or our stockholders for breach of~~ any ~~fiduciary duty by reason of the fact that any~~ such ~~individual~~challenge ~~directs~~would abe ~~corporate opportunity to AE Industrial Partners~~successful, ~~instead~~if ~~of to us, or does not communicate information regarding~~ a ~~corporate~~court ~~opportunity~~were to usfind ~~that~~our ~~the~~forum ~~officer,~~selection ~~director,~~provisions ~~employee,~~to ~~agent,~~be ~~stockholder,~~inapplicable ~~member, partner~~ or ~~affiliate~~unenforceable ~~has~~with ~~directed~~respect to AEone ~~Industrial~~or ~~Partners.~~more ~~For example, a director~~ of ~~our~~these ~~company~~specified ~~who~~types ~~also serves as an officer, director, employee, agent, stockholder, member, partner, or affiliate~~ of AEactions ~~Industrial Partners,~~ or ~~any of their respective portfolio companies~~proceedings, ~~funds,~~we ~~or other affiliates~~ may ~~pursue~~incur ~~certain~~additional ~~acquisitions~~costs orassociated ~~other~~with ~~opportunities~~having ~~that may be complementary~~ to ~~our business~~litigate ~~and,~~in asother ~~a result~~jurisdictions, ~~such~~which ~~acquisition or other opportunities may not be available to us. These potential conflicts of interest~~ could have aan ~~material~~ adverse effect on our business, financial condition, results of operations, orcash ~~prospects~~flows, ~~if attractive~~and ~~corporate~~prospects ~~opportunities~~and ~~are~~result ~~allocated~~in bya AEdiversion ~~Industrial Partners to itself or its respective portfolio companies, funds, or other affiliates instead~~ of tothe ~~us.~~time Aand ~~description~~resources of our ~~obligations~~employees, ~~related~~management, toand ~~corporate~~board ~~opportunities under our certificate~~ of ~~incorporation are more fully described in “Description of Capital Stock—Corporate Opportunity~~directors.”

WeOur ~~are~~certificate ~~a “controlled company” within the meaning~~ of ~~the~~incorporation ~~rules~~contains ~~and, as~~ a ~~result,~~provision ~~qualify~~renouncing ~~for~~our interest and ~~intend~~expectancy toin ~~rely on exemptions from~~ certain corporate ~~governance requirements~~opportunities.

~~Following~~Under ~~this~~our ~~offering~~certificate ~~and~~of ~~pursuant~~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 ~~Director~~same ~~Nomination~~business ~~Agreement~~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 ~~will~~are ~~continue~~be liable to ~~control~~us aor ~~majority~~our stockholders for breach of any fiduciary duty by reason of the ~~voting~~ ~~power~~fact that any such individual directs a corporate opportunity to AE Industrial Partners, instead of ~~our~~to ~~outstanding~~us, ~~voting~~or ~~stock~~does ~~with~~not ~~respect~~communicate information regarding a corporate opportunity to us that the ~~election~~officer, director, employee, agent, stockholder, member, partner or affiliate has directed to AE Industrial Partners. For example, a director of our ~~directors~~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, wesuch ~~will~~acquisition or other opportunities may not be aavailable ~~controlled~~to ~~company~~us. ~~within~~These ~~the~~potential ~~meaning~~conflicts of ~~Nasdaq~~interest ~~corporate~~could ~~governance~~have ~~standards.~~a ~~Under~~material ~~Nasdaq~~adverse ~~rules~~effect on our business, afinancial ~~company~~condition, results of ~~which~~operations, ~~more~~or ~~than 50%~~prospects ofif ~~the~~attractive ~~voting~~corporate ~~power~~opportunities isare ~~held~~allocated by ~~another~~AE ~~person~~Industrial orPartners ~~group~~to ofitself ~~persons~~or ~~acting~~its ~~together~~respective isportfolio acompanies, ~~controlled~~funds, ~~company~~or ~~and~~other ~~may~~affiliates ~~elect~~instead ~~not~~of to ~~comply~~us. ~~with~~A ~~certain~~description of our obligations related to corporate ~~governance~~opportunities ~~requirements,~~under ~~including~~our ~~the~~certificate ~~requirements~~of ~~that:~~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 ~~the~~ 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 ~~will~~are not be subject to these compensation committee independence requirements. See “Management—Controlled Company Exemption.”

8256

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 ~~under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business”~~ are forward-looking statements. ~~Forward-looking statements include, but are not limited to, statements about:~~

• our market opportunity and the potential growth of that market;

• our strategy, outcomes, and growth prospects;

• trends in our industry and markets; and

• the competitive environment in which we operate.

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;

•

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;

• disruptions in U.S. government operations and funding and budgetary priorities of the U.S. government;

•

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 ~~inability~~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.

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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.

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USE OF PROCEEDS

WeAll ~~estimate that we will receive net proceeds from this offering~~ of ~~approximately~~the ~~$ million~~securities ~~(or~~offered ~~approximately $ million~~by if the ~~underwriters~~Selling ~~exercise~~Securityholders ~~their~~pursuant ~~option~~ to ~~purchase~~this ~~additional~~prospectus ~~shares~~will ofbe ~~common~~sold ~~stock~~by ~~from~~the usSelling inSecurityholders ~~full)~~for ~~based~~their ~~upon~~respective anaccounts. ~~assumed~~We ~~initial~~will ~~public~~not ~~offering~~receive ~~price~~any of ~~$ per share,~~ the ~~midpoint of~~proceeds ~~the~~from ~~estimated~~these ~~price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us~~sales.

WeThe ~~intend~~Selling toSecurityholders ~~use~~will ~~net~~pay ~~proceeds received by us from this offering to repay all of our borrowings under the Credit Agreement,~~ any ~~applicable prepayment~~underwriting ~~premiums,~~discounts ~~accrued interest,~~ and tocommissions ~~pay any accrued~~ and ~~unpaid~~expenses ~~dividends~~incurred onby ~~our outstanding Series C and Series D Preferred Stock that accrue following~~ the ~~declaration~~Selling ofSecurityholders ~~the Preferred Stock Dividend, with any remaining proceeds being used~~ for ~~general corporate and working capital purposes. As of March 31~~brokerage, ~~2025~~accounting, wetax ~~had~~or anlegal ~~aggregate~~services ofor ~~$136.1~~any ~~million~~other ~~outstanding~~expenses ~~under~~incurred ~~our~~by ~~Credit~~the ~~Agreement.~~Selling ~~The~~Securityholders ~~interest~~in ~~rate~~disposing ~~on both tranches~~ of the ~~Term Loan Facility was 13~~securities.~~875%~~ ~~per~~We ~~annum~~will asbear ~~of March 31, 2025. The maturity date of~~ the ~~Term Loan Facility is July 17~~costs, ~~2028.~~fees ~~Each share of Series C~~ and ~~Series~~expenses Dincurred ~~Preferred~~in ~~Stock~~effecting ~~accrues~~the ~~dividends~~registration ~~at a rate~~ of ~~12% per annum. As of March 31, 2025, we had aggregate accrued and unpaid dividends of $47.6 million and $20.1 million under~~ the ~~Series C~~securities ~~and~~covered ~~Series~~by ~~D Preferred Stock, respectively. In connection with~~ this ~~offering~~prospectus, weincluding ~~expect that our board of directors will declare~~ all ~~such~~registration ~~accrued~~ and ~~unpaid~~filing ~~dividends payable (to the extent such dividends accrue following the declaration of the Preferred Stock Dividend)~~fees, ~~contingent~~Nasdaq ~~upon~~listing ~~the~~fees ~~closing~~and offees ~~this offering,~~ and ~~repayment~~expenses ~~in full~~ of our ~~borrowings~~counsel ~~under the Credit Agreement. Following the declaration~~ and ~~payment~~our ofindependent ~~any applicable~~registered ~~dividends,~~public ~~all~~accounting ~~outstanding series of Preferred Stock will convert into shares of common stock upon completion of this offering, in accordance with their respective terms~~firm. A portion of the outstanding Series C and Series D Preferred Stock is held by affiliates of AE Industrial Partners. See “Certain Relationship and Related Party Transactions” and “Prospectus Summary—Recent Developments—Declaration of Dividend on Preferred Stock.”

~~Each~~61 $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered, 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 payable by us.

Each 1,000,000 increase or decrease in the number of shares offered would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming that the assumed initial public offering price per share for the offering remains at $ , which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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.”

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~~CAPITALIZATION~~MARKET INFORMATION

~~The~~On ~~following~~August 7, ~~table~~2025, ~~describes~~the ~~our~~Common ~~cash~~Stock ~~and~~began ~~cash~~trading ~~equivalents~~on ~~and~~the ~~capitalization~~Nasdaq asunder the symbol “FLY”. On November 12, 2025, the closing sale price of ~~March~~our Common Stock was $18.31 per share. As of November 10, 2025, asthere ~~follows:~~were approximately 950 registered holders of our Common Stock.

•63 ~~on an actual basis;~~

• on a pro forma basis, after giving effect to (i) the Preferred Stock Dividend which occurred on , 2025, (ii) the effectiveness of our amended and restated certificate of incorporation, (iii) the conversion of shares of our preferred stock outstanding as of , 2025, into an aggregate of shares of common stock, and (iv) the automatic net exercise of warrants to purchase shares of common stock outstanding as of , 2025, at an exercise price of $ per share, in each case upon close of this offering; and

• on a pro forma as adjusted basis after giving effect to the sale of shares of common stock in this offering and the application of the net proceeds from this offering as set forth under “Use of Proceeds,” and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information set forth below does not include (i) shares of common stock reserved for future issuance under our Equity Incentive Plan, or (ii) shares reserved for issuance upon exercise of warrants to purchase preferred stock outstanding as of , 2025. See “Executive Compensation—Equity Incentive Compensation.”

The pro forma and pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with our consolidated financial statements and the related notes, “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	As of March 31, 2025
	Actual		Pro Forma	Pro FormaAs Adjusted (1)
	(in thousands, except share and per share amounts)
Cash and cash equivalents	$	176,879	$	$
Debt:
Finance lease liabilities (including current portion)	$	3,848	$	$
Notes payable, including current portion, net of debt issuance costs(2)		129,955			—
Notes payable held by a related party, including current portion, net of debt issuance costs(3)		17,746			—
Total debt		151,549
Temporary equity:
Redeemable convertible preferred stock, $0.0001 par value; 212,863 shares authorized, 157,665 shares issued and outstanding, actual; no shares issued or outstanding, pro forma and pro forma as adjusted		887,074			—

	As of March 31, 2025
	Actual			Pro Forma	Pro FormaAs Adjusted (1)
	(in thousands, except share and per share amounts)
Stockholders’ deficit:
Common stock, $0.0001 par value per share; 549,250 shares authorized, 44,733 shares issued and outstanding, actual; shares authorized pro forma and pro forma as adjusted, and shares issued and outstanding, pro forma and pro forma as adjusted		5
Additional paid-in-capital, net of issuance costs		—
Accumulated deficit		(838,729	)
Total stockholders’ deficit and temporary equity		48,350
Total capitalization	$	199,899		$	$

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

~~(1)~~CONDITION AAND ~~$1.00~~RESULTS ~~increase~~OF orOPERATIONS decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $ million, assuming the number of shares offered, 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 payable by us.

Similarly, 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 each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $ million, based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2) Amount includes $115.0 million outstanding under the Term Loan Facility, net of $18.4 million in related unamortized debt issuance costs.

(3) Amount includes $21.1 million outstanding under the Term Loan Facility, net of $3.4 million in related unamortized debt issuance costs.

In addition, unless otherwise expressly stated or the context otherwise requires, the information in this prospectus assumes:

• a 1-for- reverse stock split of our common stock effected on July , 2025;

• no exercise of the underwriters’ option to purchase additional shares of our common stock;

• an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover of this prospectus; and

• the effectiveness of our amended and restated certificate of incorporation and bylaws in connection with the completion of this offering.

DILUTION

If you invest in our common stock, your ownership interest in us will be diluted to the extent of the difference between the initial public offering price in this offering per share of our common stock and the pro forma as adjusted 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 as adjusted net tangible book value per share of our common stock immediately after completion of this offering.

As of , 2025, we had a historical net tangible book value of $ million, or $ per share of common stock. Net tangible book value per share is equal to our total tangible assets, less total liabilities, divided by the number of outstanding shares of our common stock. Our pro forma net tangible book value as of , 2025 was $ million, or $ per share, based on the total number of shares of our common stock outstanding as of , 2025, after giving effect to (i) the Preferred Stock Dividend which occurred on , 2025, (ii) the effectiveness of our amended and restated certificate of incorporation, (iii) the conversion of shares of our preferred stock outstanding as of , 2025, into an aggregate of shares of common stock, and (iv) the automatic net exercise of warrants to purchase shares of common stock outstanding as of , 2025, at an exercise price of $ per share, in each case upon close of this offering.

After giving further effect to the sale of shares of common stock in this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, at an assumed initial public offering price of $ per share, which is the midpoint of the estimated public offering price range set forth on the cover of this prospectus, and after giving effect to the sale of shares of common stock in this offering, and the application of the net proceeds of this offering to repay (i) $ million of outstanding borrowings under our Term Loan Facility, (ii) to pay any accrued and unpaid dividends on our outstanding Series C and Series D Preferred Stock that accrue following the declaration of the Preferred Stock Dividend, and (iii) the remainder for general corporate purposes, as set forth under “Use of Proceeds,” at an assumed initial public offering price of $ per share, which is the midpoint of the estimated public offering price range set forth on the cover of this prospectus, our pro forma as adjusted net tangible book value as of , 2025 would have been $ million, or $ per share of common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $ per share to investors participating in this offering at the assumed initial public offering price. The following table illustrates this per share dilution:

Assumed initial public offering price per share of common stock		$
Historical net tangible book value (deficit) per share as of , 2025	$
Increase per share attributable to the pro forma adjustments described above
Pro forma net tangible book value per share as of , 2025
Increase (decrease) in pro forma net tangible book value (deficit) per share attributable to this offering	$
Pro forma as adjusted net tangible book value (deficit) per share after giving effect to this offering		$
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value (deficit) per share after this offering by $ million and dilution per share to new investors purchasing common stock in this offering by $ , 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. An increase (decrease) of shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value after this offering by $ million and $ per share and decrease (increase) the dilution per share to new investors purchasing common stock in this offering by $ , assuming no change in the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses by us.

If the underwriters exercise in full their option to purchase additional shares of common stock in this offering, our pro forma as adjusted net tangible book value (deficit) per share after this offering would be $ and the dilution in pro forma as adjusted net tangible book value (deficit) per share to new investors purchasing common stock in this offering would be $ , assuming no change in the initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on a pro forma as adjusted basis as of , 2025, the differences between the number of shares of common stock purchased from us, the total consideration paid (in thousands) and the average price per share paid by existing stockholders (including shares of our preferred stock assuming the conversion of such shares into common stock upon close of this offering) and to be paid by the new investors purchasing shares of common stock in this offering, at an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering.

Shared Purchased Total Consideration Average Price PerShare Number Percent Amount Percent Existing investors % $ % $ New investors in this offering % % Total % $ % $

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors in this offering by $ million and, in the case of an increase, would increase the percentage of total consideration paid by new investors by percentage points and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors by percentage points, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and before deducting the underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering. An increase (decrease) of shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $ million and, in the case of an increase, would increase the percentage of total consideration paid by new investors by percentage points and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors by percentage points, assuming no change in the assumed initial public offering price per share and before deducting the underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering.

The table above assumes no exercise of the underwriters’ option to purchase additional shares in this offering. If the underwriters’ option to purchase additional shares is fully exercised, the number of shares of our

common stock held by existing stockholders would be reduced to % of the total number of shares of our common stock outstanding after this offering, and the number of shares of common stock held by new investors purchasing common stock in this offering would be increased to % of the total number of shares of our common stock outstanding after this offering.

The discussion and tables above exclude shares of our common stock reserved for future issuance under our Equity Incentive Plan, as well as any future increases, including annual automatic increases, in the number of shares of common stock reserved for issuance thereunder.

We 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.”

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~~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 ~~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 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, VAIsland and ~~Kiruna,~~the Esrange Space Center in Sweden to support more missions, customers, and additional launch cadence opportunities. The Sweden launch pad is ~~designed~~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 ~~seven~~eight ~~Miranda~~Firefly-developed engines,: ~~each of~~seven ~~which~~first-stage ~~produces~~Miranda ~~230,000~~engines ~~pounds~~and one second-~~force~~stage ofVira ~~thrust~~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

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~~which~~stage ~~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 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.

~~Our~~SciTec: ~~track~~On ~~record~~October 31, of2025, ~~success~~we ~~and~~closed ~~our~~the ~~reputation~~acquisition asof SciTec, Inc., a ~~trusted~~leader ~~provider~~in ~~for~~advanced ~~our~~national ~~customers~~security ~~results~~technologies, into: a(i) bolster ~~highly~~Firefly’s ~~attractive,~~hardware ~~diversified~~with ~~business model~~AI-enabled ~~defined~~defense bysoftware ~~significant~~proven ~~backlog~~in operations for missile warning and ~~cash~~defense; ~~flow~~intelligence, ~~visibility.~~surveillance ~~Strong~~and ~~customer~~reconnaissance; ~~demand~~space ~~backs~~domain ~~our~~awareness; ~~financial~~remote ~~profile~~sensing ~~with~~and ~~approximately~~analysis; ~~$1.1 billion~~and inautonomous ~~backlog~~command asand ofcontrol; ~~March~~(ii) ~~31,~~advance ~~2025~~Firefly’s ~~and~~defense ~~multi-launch~~capabilities ~~agreements~~for ~~across~~critical ~~our~~national ~~product~~security ~~lines. Underpinning~~programs, ~~our~~including ~~financial~~Golden ~~profile~~Dome, iswith ~~the~~a ~~combination~~full suite of ~~efficient~~hardware ~~contract~~and ~~structure~~software ~~and~~for ~~milestone~~space-based ~~billing.~~interceptor ~~Before~~missions, ~~launch~~hypersonic test missions, weand ~~typically~~space ~~have~~domain ~~collected~~awareness ~~approximately~~missions; ~~90%~~and of(iii) add ~~the~~more ~~total~~than ~~contract~~475 ~~value,~~employees ~~which~~with ismulti-phenomenology ~~highly~~systems ~~advantageous~~proficiency, asand ~~production ramps.~~software Wedeveloper ~~are~~expertise. ~~also~~The ~~differentiated~~financial inresults ~~our~~of ~~ability~~SciTec towill ~~successfully~~be ~~execute~~included onin ~~fixed~~our ~~firm~~consolidated ~~price~~financial ~~contracts.~~results Wefollowing ~~are~~the ~~ahead~~closing date of the ~~curve~~acquisition, asand ~~the~~no ~~industry~~historical ~~shifts~~periods inended ~~favor~~prior ofto ~~fixed~~such ~~firm~~date ~~price~~have ~~contracts~~been ~~and~~or are ~~well-positioned~~expected to ~~capitalize~~be onadjusted ~~this~~to ~~change~~give effect to the SciTec acquisition.

AsCustomers: ~~the~~Our ~~space~~track ~~market~~record ~~continues~~of tosuccess ~~grow~~ and ~~evolve,~~our wereputation ~~are~~as ~~well-positioned~~a totrusted ~~serve~~provider for our customers’ ~~most~~results ~~complex~~in ~~missions~~a highly attractive, diversified business model defined by significant backlog and cash flow visibility. Strong customer demand backs our financial profile with ~~rapid response~~approximately ~~times~~$1.3 billion in backlog as of September 30, 2025 and ~~purpose~~multi-~~built~~launch ~~solutions~~agreements across our product lines. ~~Our~~Underpinning ~~collaborations~~our ~~with~~financial ~~leading~~profile ~~national~~is ~~security~~the ~~agencies~~combination of efficient contract structure and ~~aerospace~~milestone-based ~~companies~~billing. Before launch, ~~such~~we astypically ~~Lockheed~~have ~~Martin~~collected ~~Corporation,~~approximately ~~Northrop~~90% ~~Grumman,~~of ~~L3Harris,~~the ~~Space~~total ~~Force,~~contract ~~SDA~~value, ~~NRO,~~which ~~and~~is ~~NASA~~highly ~~demonstrate~~advantageous as production ramps. We are also differentiated in our ability to successfully execute on fixed firm price contracts. We are ahead of the ~~value and~~curve ~~criticality~~as the industry shifts in favor of ~~our~~fixed ~~new~~firm ~~space~~price ~~defense~~contracts and ~~technology~~are ~~leadership~~well-positioned into capitalize on this ~~market~~change.

WeAs ~~strategically~~the ~~deployed~~space ~~capital~~market continues to ~~build~~grow ~~state-of-the-art~~and ~~infrastructure~~evolve, towe ~~design,~~are ~~produce,~~well ~~test,~~positioned ~~and~~to ~~manufacture~~serve our ~~products~~customers’ tomost ~~the~~complex ~~highest~~missions ~~standard~~with atrapid aresponse ~~regular~~times ~~cadence~~and purpose-built solutions. Our ~~three~~collaborations ~~primary~~with ~~facilities~~leading –national ~~corporate~~security ~~headquarters~~agencies and aerospace companies, ~~Hive~~such ~~spacecraft~~as ~~facility~~Lockheed Martin Corporation, Northrop Grumman, L3Harris, the U.S. Space Force (“Space Force”), Space Development Agency (“SDA”), National Reconnaissance Office (“NRO”), and ~~Rocket~~NASA ~~Ranch~~demonstrate ~~manufacturing~~the value and ~~testing~~criticality ~~site–are~~of ~~only~~our 25new ~~miles~~space ~~apart,~~defense and technology leadership in this market.

9465

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.

~~Additionally,~~With wethe ~~have~~acquisition ~~deep,~~of ~~long-term relationships with our key suppliers. By maintaining a vertically integrated manufacturing process~~SciTec, we are ~~less~~adding ~~reliant~~data oncenters, ~~the~~modeling ~~timelines of outside suppliers~~ and ~~reduce~~simulation ~~risk within our supply chain. Our suppliers~~labs, ~~who~~mission ~~are~~operations ~~also well diversified~~centers, doand ~~not~~classified ~~include~~infrastructure ~~individual~~with ~~suppliers~~six ~~accounting~~locations ~~for~~strategically ~~more~~positioned ~~than~~near ~~20%~~key ofspace ~~our total vendor costs for the year ended December 31, 2024~~ and ~~the~~defense ~~three months ended March 31, 2025~~customers.

~~Our~~Additionally, ~~full~~we ~~suite~~have ~~of manufacturing capabilities is supplemented by four launch sites~~deep, ~~which~~long-term ~~will~~relationships ~~continue~~with ~~to enhance flexibility and responsiveness for~~ our ~~missions~~key suppliers. WeBy ~~can~~maintaining ~~arrange~~a ~~ongoing~~vertically ~~launch~~integrated ~~rockets~~manufacturing ~~from~~process, ~~the~~we ~~Vandenberg Space Force Base launch site in California. Additional launch sites~~ are ~~under construction~~less atreliant ~~Virginia’s Mid-Atlantic Regional Spaceport~~ on ~~Wallops Island and~~ the ~~Esrange~~timelines ~~Space~~of ~~Center~~outside insuppliers ~~Sweden,~~ and ~~future~~reduce ~~launch~~risk ~~pad~~within ~~capacity will be unlocked from expansion at Cape Canaveral SFS in Florida. Our significant scale and unique blueprint are strategically planned to support~~ our ~~increasing~~supply ~~launch cadence as we grow~~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 ~~sheet~~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.

	As of March 31,				As of December 31,
($ in thousands)	As of September 30,2025		As of December 31,2024
	2025		2024		2024		2023
Backlog	$	1,278,266	$	1,098,793
($ in thousands)
Backlog	$	1,116,487	$	559,366	$	1,098,793	$	560,339

~~The~~66 increase in backlog in 2024 was primarily due to entering into three multi-launch agreements for Alpha and an additional contract for Blue Ghost. The increase in backlog from December 31, 2024 to March 31, 2025 was primarily due to two new contracts for Alpha and two new contracts for engineering services.

The ~~following~~increase ~~amounts~~in ~~relate~~backlog from December 31, 2024 to ~~executed~~September 30, ~~multi-launch~~2025 ~~agreements~~was ~~where~~primarily ~~the~~due ~~missions~~to ~~have~~Blue ~~not yet~~Ghost ~~been~~Mission ~~scheduled~~4, astwo ofnew ~~the~~contracts ~~backlog~~for ~~date.~~Alpha ~~These~~and ~~amounts~~two ~~are~~new ~~included~~contracts asfor ~~part~~engineering services related to the development of ~~total~~launch ~~backlog~~facilities on Wallops Island, Virginia and Esrange Space Center in Sweden.

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

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 ~~hypersonics~~hypersonic technologies poses a direct threat to the U.S., fueling this market momentum. ~~Total state-sponsored defense spending is projected to grow from $66 billion in 2023 to $180 billion in 2035 according to the World Economic Forum and McKinsey.~~ 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.

96We 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.

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, or entering into future agreements with additional customers could adversely impact our results and growth plans. We have approximately $1.1 billion in backlog, as of March 31, 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, ~~MEO~~Medium Earth Orbit, and ~~GEO~~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 – ~~Substantially~~Our ~~all of 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~~68 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

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. ~~As we grow~~ and ~~execute~~as ~~additional cost-optimization initiatives, we expect~~ our ~~cost~~products ofmature ~~sales~~to astechnological afeasibility ~~percentage~~and ofreach ~~revenue~~full-rate ~~to decrease over time~~production.

Research and Development – includes employee and contractor compensation, supplies and materials for new service development, depreciation and amortization, and regulatory compliance costs. ~~R&D~~Research isand development costs are expensed as incurred. We expect to continue investing in ~~R&D~~research and development and, accordingly, expect our ~~R&D~~research and development expenses to ~~increase and~~ 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 awe ~~result~~begin ofoperations ~~operating~~ 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.

9869

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

~~Interest~~Change ~~Expense,~~in ~~net –~~Fair ~~consists~~Value ~~primarily~~ of ~~interest~~Warrant ~~expense~~Liability ~~incurred~~– onrepresents ~~borrowings~~the ~~under~~period-over-period ~~our~~remeasurement ~~Credit~~gain ~~Facility~~or ~~and~~loss ~~interest~~recognized ~~income~~related ~~earned~~to onour ~~cash~~liability-classified ~~and cash equivalents~~warrants.

~~Other~~Loss ~~(Expense)~~on ~~Income,~~Extinguishment ~~net~~of Debt – ~~reflects~~represents ~~miscellaneous~~the ~~income~~excess ~~and~~of ~~expense~~the ~~unrelated~~reacquisition toprice ~~our~~over ~~core~~the ~~business~~carrying ~~activities~~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 ~~Three~~Nine Months Ended September 2025 to the ~~Three~~Nine Months Ended September 2024

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

	For the three monthsended March 31,
	For the Nine Months EndedSeptember 30,
($ in thousands)	2025			2024			$ Change			% Change
Revenue	$	55102,~~855~~182		$	851,~~317~~758		$	4750,~~538~~424			~~572~~97%
Cost of sales		5387,~~635~~477			1042,~~240~~959			4344,~~395~~518			~~424~~104%
Gross profit (loss)		2,220			(1,923	)		4,143			215%
Gross profit		14,705			8,799			5,906			67%
Operating expenses
Research and development		48142,~~012~~549			37107,~~635~~037			1035,~~377~~512			2833%
Selling, general, and administrative		1247,~~752~~243			932,~~580~~173			315,~~172~~070			3347%
Loss on disposal of fixed assets		—			31,824			*(1,824	)		*
Total operating expenses		60189,~~764~~792			47141,~~218~~034			1348,~~546~~758			2935%
Loss from operations		(58175,~~544~~087	)		(49132,~~141~~235	)		(942,~~403~~852	)		(1932%	)
Other (expense) income
Other expense, net
Interest expense, net		(5,164	)		(3,753	)		(1,411	)		(38%	)
Change in fair value of warrant liability		(47,257	)		(372	)		(46,885	)		*
Other income, net		3,615			123			3,492			2,839%
Loss on extinguishment of debt		(30,400	)		—			(30,400	)		*
Total other (expense) income, net		(1,549	)		(3,630	)		2,081			57%
Interest expense, net		(9,067	)		(14,149	)		5,082			36%
Loss before provision for income taxes		(60,093	)		(52,771	)		(7,322	)		(14%	)
Other income (expense), net		4,528			(258	)		4,786			*
Provision for income taxes		—			—			—
Total other expense, net		(82,196	)		(14,779	)		(67,417	)		(456%	)
Net loss and comprehensive loss	$	(60,093	)	$	(52,771	)	$	(7,322	)		(14%	)
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

9970

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 three monthsended March 31,

For the Nine MonthsEnded September 30,

($ in thousands)

2025

2024

$ Change

% Change

Launch revenue

520,~~170~~943

117,~~302~~523

3,~~868~~420

~~297~~20%

Spacecraft Solutions revenue

5081,~~685~~239

734,~~015~~235

4347,~~670~~004

~~623~~137%

Total revenue

55102,~~855~~182

851,~~317~~758

4750,~~538~~424

~~572~~97%

Total revenue increased by $4750.64 million, or ~~572~~97%, to $55102.92 million during the ~~three~~nine months ended ~~March~~ September 3130, 2025 from $851.38 million during the ~~three~~nine months ended ~~March~~September 3130, 2024, primarily driven by the factors discussed below.

Launch Revenue

Launch revenue increased by $3.94 million, or ~~297~~20%, to $520.29 million during the ~~three~~nine months ended ~~March~~September 3130, 2025 from $117.35 million during the ~~three~~nine months ended ~~March~~September 3130, 2024., ~~The increase is~~ primarily driven by ~~$3.8 million~~engineering ~~in revenue~~services ~~recognized~~fees ~~from~~related to the ~~Eclipse~~development ~~supply~~of ~~agreement~~launch ~~with~~facilities, awhich ~~strategic~~commenced ~~partner~~during ~~and $0~~2025.~~1 million~~ ~~of revenue for engineering services.~~

Spacecraft Solutions Revenue

Spacecraft Solutions revenue increased by $4347.70 million, or ~~623~~137%, to $5081.72 million during the ~~three~~ nine months ended ~~March~~September 3130, 2025 from $734.02 million during the ~~three~~nine months ended ~~March~~September 3130, 2024. The increase iswas primarily driven by the successful Blue Ghost Mission 1, including a $4610.50 million ~~increase~~contract inaddendum ~~Blue~~for ~~Ghost~~the ~~revenue~~provision ~~through~~of additional science and operational data. Increases from the continued ~~success~~growth ofin ~~meeting~~our ~~customer milestones~~Spacecraft Solutions programs across product offerings were offset by a $29.86 million decrease ~~due~~related to the ~~successful~~one-time ~~completion~~Transporter-10 ofand aKAIST ~~mission~~missions ~~only~~in ~~taking~~the ~~place~~first inand second quarters of 2024, respectively.

Cost of Sales

Cost of sales increased by $4344.45 million, or ~~424~~104%, to $5387.65 million during the ~~three~~nine months ended ~~March~~September 3130, 2025 from $1043.20 million during the ~~three~~nine months ended ~~March~~September 3130, 2024, aligning with the increase in revenue. ~~The~~from ~~primary~~the ~~driver~~completion ~~was~~of ~~increased~~our ~~spending~~successful Blue Ghost Mission 1 during the first quarter of 2025, Eclipse program development, and engineering services fees related to the ~~ramp~~development up of launch facilities, offset by nonrecurring costs ~~associated~~incurred ~~with~~related to the ~~launch~~one-time Transporter-10 and ~~execution~~KAIST ofmissions ~~Blue~~in ~~Ghost~~the ~~Mission 1~~first and second quarters of 2024, respectively.

Research and Development

~~R&D~~Research and development costs increased by $1035.45 million, or 2833%, to $48142.05 million during the ~~three~~nine months ended ~~March~~September 3130, 2025 from $37107.60 million during the ~~three~~nine months ended ~~March~~September 3130, 2024,. This was primarily driven by ~~increases~~a of $328.57 million increase in ~~additional~~Alpha ~~R&D materials~~ and ~~launch~~Eclipse ~~site~~development ~~expenses~~costs, ~~related~~with to the ~~ramp~~remainder uprelated ~~of the Alpha program, $3.0 million in payroll and contractor expenses due~~ to ~~the~~nonrecurring ~~expansion~~Blue ofGhost ~~production activity, $1.3 million in depreciation expense from assets being placed in service,~~ and ~~$2.6 million~~Elytra indevelopment ~~insurance expenses~~ and other ~~incremental~~internal ~~costs related to~~ R&D ~~activities~~ investments.

~~Selling~~On September 29, ~~General~~2025, ~~and~~during ~~Administrative~~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,~~71 general, and administrative expenses increased by $3.2 million, or 33%, to $12.8 million during the three months ended March 31, 2025 from $9.6 million during the three months ended March 31, 2024, primarily driven by increases of $3.5 million in finance and legal expenses primarily related to the IPO, and $1.0 million in

100

~~payroll-related~~Selling, ~~expenses~~General, ~~due~~and toAdministrative the expansion of operations. There was also an increase of $0.5 million in information technology infrastructure costs. This was offset by a decrease of $1.9 million in lease expense due to the settlement of a lease connected to the Company’s business combination in June 2023.

~~Interest Expense~~Selling, ~~net~~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~~Expense, ~~net~~Net increased by $1.4 million, or 38%, to $5.2 million during the three months ended March 31, 2025 from $3.8 million during the three months ended March 31, 2024, comprised of an increase of $2.9 million in interest expense, partially offset by a decrease in the amortization of debt issuance costs of $1.5 million driven by the Company’s Tranche 2 refinancing which resulted in the immediate expensing of debt issuance costs during the three months ended March 31, 2024.

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,
	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

~~101~~72

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,
	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~~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.

$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.

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.

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

~~from~~73 $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

102

~~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~~ 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.

$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, ~~transaction~~loss on extinguishment of debt, certain one-time costs related to the IPO, transaction related expenses, and certain other ~~expenses~~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.

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

	For the three monthsended March 31,						For the year endedDecember 31,
	For the Nine MonthsEnded September 30,						For the Year EndedDecember 31,
($ in thousands)	2025			2024			2024			2023
Net loss	$	(60257,~~093~~283	)	$	(52147,~~771~~014	)	$	(231,133	)	$	(135,457	)
Adjusted for:
Interest expense, net		5,164			3,753			20,373			3,963
Interest (income) expense, net		9,067			14,149			20,373			3,963
Depreciation and amortization		314,~~996~~363			16,~~496~~519			12,545			4,707
Share-based compensation expense		431			409			1,841			1,612
Stock-based compensation expense		5,191			1,296			1,841			1,612
Change in fair value of warrant liabilities		916			—			3,079			147
Loss (gain) on disposal of fixed assets		—			3			1,742			(1	)
One-time costs related to the IPO(1)		2,453			—			—			—
Other(2)		—			(26	)		985			1,087
Adjusted EBITDA	$	(47,133	)	$	(47,136	)	$	(190,568	)	$	(123,942	)

~~(1)~~74 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 charged against the gross proceeds of the transaction but are not expected to recur in the future.


	For the Nine Months Ended September 30,						For the Year Ended December 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) ~~provided by~~ operating activities, the most directly comparable financial measure presented in accordance with U.S. GAAP, to ~~free~~Free ~~cash~~Cash ~~flow~~Flow:

	For the three monthsended March 31,						For the year endedDecember 31,
	For the Nine MonthsEnded June 30,						For the Year EndedDecember 31,
	2025			2024			2024			2023
($ in thousands)	2025			2024			2024			2023
($ in thousands)
Net cash used in operating activities	$	(137,665	)		(117,393	)	$	(157,650	)	$	(93,434	)
Net cash used in operating activities	$	(56,537	)		(60,583	)	$	(157,650	)	$	(93,434	)
Purchases of property and equipment		(20,757	)		(30,041	)		(32,697	)		(77,248	)
Purchases of property and equipment		(2,654	)		(4,503	)		(32,697	)		(77,248	)
Free Cash Flow	$	(158,422	)	$	(147,434	)	$	(190,347	)	$	(170,682	)
Free Cash Flow	$	(59,191	)		(65,086	)	$	(190,347	)	$	(170,682	)

~~There can be no assurance that we will not modify the presentation of the previously presented non-GAAP financial measures in the future, and any such modification may be material.~~ 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.

104

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.

As75 of March 31, 2025, our working capital position is in a surplus, in which our current assets exceed 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 March 31, 2025, our current deferred revenue totalled $82.7 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 deficit of net working capital.

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 ~~March~~September 3130, 2025, our cash and cash equivalents amounted to $~~176~~995.92 million, and our financial debt amounted to $~~147~~30.72 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 $~~838~~979.72 million as of ~~March~~September 3130, 2025. We believe that our cash will be adequate to meet our liquidity requirements for at least the 12next 12 months ~~following the date of this prospectus~~. 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. Accordingly, we plan to try to raise additional capital, whether in the public or private markets, and are currently examining different alternatives. If the financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in service development or scale back our operations, which could have a material adverse impact on our business and financial prospects, seek protection under insolvency laws, or cease our operations altogether.

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

OnPrior ~~July 17, 2023, we entered into a credit agreement (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 an aggregate principal amount of $106.3 million. The Original Credit Agreement consisted of a term loan commitment of $82.5 million (“Term A Loans”) and a term loan commitment of $23.8 million (“Term B Loans” and, together with the Term A Loans, the “Term Loan Facility”). On December 6, 2023, we amended and restated the Original Credit Agreement (the “First A&R Credit Agreement”) with the primary purpose of increasing the total commitments under the Term Loan Facility in the aggregate principal amount of $15.9 million. Term A Loans commitments increased by $8.5 million and Term B Loan commitments increased by $7.4 million. On May 20, 2024, we amended and

~~105~~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.

~~restated~~As ~~the~~of ~~First~~June 30, ~~A&R~~2025, ~~Credit~~there ~~Agreement~~were ~~(the~~approximately ~~“Second~~$136.1 million ~~A&R~~in ~~Credit~~principal ~~Agreement”)~~borrowings tooutstanding ~~increase~~on the ~~total commitments under the~~ Term Loan Facility, inconsisting ~~the aggregate principal amount~~ of ~~$13.9 million.~~ ~~Term A Loan commitments increased by~~ $12103.5 million ~~and~~outstanding on Term B Loan ~~commitments~~A ~~increased~~and by $132.46 million. Onoutstanding August 13, 2024, we entered into the first amendment to and waiver under the Second A&R Credit Agreement to waiver certain specified events of default and effecting certain amendments thereto (such agreement, as further amended, modified, supplemented, extended, refinanced, or replaced from time to time, the “Credit Agreement”). Borrowings under the Term Loan Facility currently bear interest at a fixed rate on the unpaid principal amount thereof of 13.875%. Borrowings under the additional commitments bear interest at the same fixed rate of interest. The additional commitments will mature on July 17, 2028. The Credit Agreement is secured by first priority liens on substantially all assets, subject to customary exceptions, of the Company and the Credit Agreement Guarantors. All obligations under the Credit Agreement are guaranteed by the Company and certain subsidiaries of the Company comprised of all domestic subsidiaries of the Company except certain excluded subsidiaries and are secured by substantially all the Company’s assets. The Term Loan ~~Facility~~ ~~also mature on July 17, 2028~~B.

AsOn ~~of March~~August 318, 2025, ~~there~~we ~~are~~used ~~approximately~~a ~~$136.1 million~~portion inof ~~principal borrowings~~the ~~outstanding~~net onproceeds from the ~~Term~~IPO ~~Loan~~to ~~Facility,~~repay ~~consisting~~all of ~~$103.5 million~~the ~~outstanding~~borrowings onunder ~~Term~~the ~~Loan~~Original ACredit ~~and~~Agreement, together with the specified prepayment premium of $3211.64 million, ~~outstanding~~and onaccrued ~~Term B Loans~~interest.

~~The~~See ~~Credit~~Note ~~Agreement~~9 ~~includes~~to ~~covenants that limit~~ our ~~ability~~unaudited ~~to,~~condensed ~~among~~consolidated ~~other~~financial ~~things,~~statements ~~incur~~included ~~additional~~elsewhere ~~indebtedness, grant liens, enter into certain transactions with affiliates, and enter into certain investments or other arrangements with affiliates and/or subsidiaries. We defaulted~~ in ~~May~~this ~~2024~~Quarterly ~~due~~Report toon ~~not~~Form ~~having~~10-Q a deposit account control agreement in place with one of our financial institutions, which resulted in increased interest expense which was not significant to our operations. In the fourth quarter of 2024, we missed a payment for ~~our~~more ~~insurance reserve with a bank escrow account, however, all events of default have been remediated and we were in compliance with all covenants as of March 31, 2025~~information.

WeNew ~~intend to use net proceeds received by us from this offering to repay all of our borrowings under the~~ Credit Agreement and to pay any accrued and unpaid dividends on our outstanding Series C and Series D Preferred Stock that accrue following the declaration of the Preferred Stock Dividend, with any remaining proceeds being used for general corporate and working capital purposes. See “Use of Proceeds”.

~~We currently~~On ~~anticipate~~August 8, ~~entering~~2025, ~~into~~we ~~the~~entered ~~Revolving~~into ~~Credit~~a ~~Facility~~new ~~substantially~~revolving ~~concurrently~~credit ~~with~~agreement (the ~~closing~~“New ofCredit ~~this~~Agreement”) ~~offering.~~providing ~~The~~for ~~maturity,~~a ~~interest~~senior ~~rates,~~secured ~~and~~revolving ~~other~~credit ~~terms~~facility of (the “Revolving Credit Facility”) ~~are~~ in the ~~process of being negotiated with prospective lenders; however, we expect that the initial~~ aggregate principal amount of ~~the revolving commitments available under the Revolving Credit Facility will be approximately~~ $125.0 million., ~~The~~including ~~Revolving Credit Facility will be~~ a ~~senior secured~~sublimit ~~revolving~~for ~~credit facility that will be guaranteed by certain of our subsidiaries and secured by substantially all of our assets and~~ the ~~assets~~issuance of ~~certain~~letters of ~~our~~credit ~~subsidiaries,~~ in ~~each~~an ~~case,~~amount ~~subject~~up to ~~customary exceptions~~$15.0 million ~~The Revolving Credit Facility is anticipated to contain representations~~ and ~~warranties,~~a ~~affirmative,~~sublimit ~~negative~~for ~~and~~swingline ~~financial~~loans ~~covenants,~~in ~~and~~an ~~events~~amount ofup ~~default~~to ~~customary for secured financings of this type~~$7.5 million.

~~Borrowings~~The Revolving Credit Facility matures on August 8, 2028. The loans under the Revolving Credit Facility ~~may~~bear ~~vary~~interest ~~significantly~~at ~~from~~a ~~time~~variable torate ~~time~~per ~~depending~~annum onequal to, at our ~~cash~~option, ~~needs~~either at(a) term ~~any~~SOFR ~~given~~plus ~~time~~a 3.00% ~~We cannot~~spread ~~assure~~or ~~you~~(b) an ~~that~~alternative webase ~~will~~rate ~~obtain~~(as ~~binding~~set ~~commitments~~forth ~~for~~in the ~~Revolving~~New Credit ~~Facility~~Agreement) onplus ~~favorable~~a ~~terms~~2.00% orspread. atA ~~all.~~commitment ~~See~~fee ~~“Prospectus~~of ~~Summary—Recent~~0.375% ~~Developments—New~~per ~~Revolving~~annum ~~Credit~~is ~~Facility”~~applied ~~and~~on ~~“Description~~the ofunused ~~Certain Indebtedness”~~commitments ~~for~~under ~~additional~~the ~~information~~Revolving Credit Facility.

~~Convertible~~The ~~Preferred~~Revolving ~~Stock~~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.

WeThe ~~have~~Revolving ~~historically~~Credit ~~sourced~~Facility acontains ~~significant~~customary ~~portion~~affirmative ofand negative covenants, including limitations on our ~~liquidity~~ability ~~through~~and ~~preferred~~certain ~~stock~~of ~~issuances.~~our Wesubsidiaries’ ~~have~~abilities, ~~had~~to ~~multiple~~(i) incur ~~issuances~~additional ~~that~~debt; ~~have raised~~(ii) create $liens; ~~808.5~~(iii) ~~million~~make certain investments, ~~net~~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 ~~issuance~~our ~~costs,~~subsidiaries ~~since~~conduct; ~~inception~~(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 ~~October 2024~~addition, ~~we approved~~ the ~~filing~~Revolving ofCredit ~~our~~Facility ~~Tenth~~requires ~~Amended~~us ~~and Restated Certificate of Incorporation~~ to, ~~among~~comply ~~other~~with ~~things,~~the ~~create~~following afinancial ~~new~~covenants ~~series~~(subject ofto ~~preferred~~certain ~~stock~~equity ~~and~~cure ~~increase~~rights): ~~the number of authorized shares of~~

~~106~~• 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.

~~preferred~~The ~~stock~~Revolving toCredit ~~approximately~~Facility ~~166.1 million~~also ~~shares~~contains ofcustomary ~~$0.0001~~events ~~par~~of ~~value~~default, ~~convertible preferred stock. In March 2025~~including, weamong ~~approved~~others: ~~the~~(i) failure ~~filing~~to ofpay ~~our Eleventh Amended and Restated Certificate of Incorporation to~~principal, ~~among other things~~interest, ~~create~~fees aor ~~new~~other ~~series~~amounts ofunder ~~preferred stock and further increase~~ the ~~number~~Revolving ofCredit ~~authorized~~Facility ~~shares~~when ofdue ~~preferred~~taking ~~stock~~into toaccount aany ~~total~~applicable ofgrace ~~approximately~~period; ~~212.9~~(ii) ~~million~~any ~~shares~~representation ofor ~~$0.0001~~warranty ~~par~~proving ~~value~~to ~~convertible~~have ~~preferred stock.~~been ~~All~~incorrect ~~series~~in ~~of preferred stock are convertible, at the option of the holder, at~~ any ~~time~~material atrespect awhen ~~conversion~~made; ~~price~~(iii) failure ~~equal~~ to ~~the~~perform ~~original~~or ~~issue~~observe ~~price~~covenants ofor ~~such~~other ~~series~~terms of ~~preferred~~the ~~stock~~Revolving (Credit Facility subject to certain ~~adjustments).~~grace ~~Upon~~periods; ~~completion~~(iv) a ofcross ~~our~~default ~~public offering~~ with ~~gross~~respect ~~proceeds~~to ofother atmaterial ~~least~~indebtedness; ~~$500.0~~(v) ~~million~~bankruptcy and aninsolvency ~~offering~~events; ~~price~~(vi) a ~~per~~“change ~~share~~of ~~greater~~control” ~~than~~and ~~approximately~~(vii) the ~~$10.4,~~invalidity ~~all~~or ~~series~~impairment of ~~preferred~~any ~~stock~~loan ~~will~~document beor ~~automatically~~any ~~converted~~security ~~into our common stock~~interest.

WeOn ~~also~~November 7, ~~issued~~2025, ~~warrants~~the ~~exercisable~~Company ~~for~~amended ~~shares~~the ofcredit ~~Series~~agreement, Jwhich ~~Preferred~~provides ~~Stock~~the onCompany ~~July 17,~~with ~~2023,~~the ~~December~~Revolving Credit Facility. 27The amendment, ~~2023~~among ~~and~~other ~~May 20~~things, ~~2024.~~ ~~Series~~increased Jthe ~~Preferred~~commitments ~~Stock~~under ~~Warrants~~the ~~are~~Revolving ~~exercisable~~Credit ~~into~~Facility ~~preferred~~by ~~stock,~~$135.0 million ~~which~~for isan ~~convertible~~aggregate ~~into~~principal ~~common~~amount ~~stock~~of ~~upon~~$260.0 million. aThe ~~public~~Revolving ~~offering~~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 three monthsended March 31,
	For the Nine Months Ended June 30,
	2025			2024
($ in thousands)	2025			2024
($ in thousands)
Net cash used in operating activities	$	(137,665	)	$	(117,393	)
Net cash used in operating activities	$	(56,537	)	$	(60,583	)
Net cash used in investing activities	$	(20,757	)	$	(30,041	)
Net cash used in investing activities	$	(2,654	)	$	(4,503	)
Net cash provided by financing activities	$	1,016,855		$	91,712
Net cash provided by financing activities	$	113,907		$	21,877

~~Net~~78 ~~Cash Used in Operating Activities~~

Net cash used in operating activities decreased by $4.1 million, or 7%, to $56.5 million during the three months ended March 31, 2025 compared to $60.6 million during three months ended March 31, 2024, primarily due to a year over year increase in net loss of $7.3 million, offset by a net increase in cash related to changes in operating assets and liabilities of $7.8 million and a net increase in non-cash expenses of $3.6 million.

Changes in operating assets and liabilities including accounts receivable, advanced payments, other assets, accounts payable, accrued expenses, other liabilities, and deferred revenue between the three months ended March 31, 2025 and the three months ended March 31, 2024 were ($10.9 million), $52.8 million, ($2.3 million), $2.9 million, $12.5 million, ($27.2 million), and ($18.7 million), respectively. The increase in the source of cash of $7.8 million was primarily attributable to the 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 increase in non-cash expenses between the three months ended March 31, 2025 and the three months ended March 31, 2024 was primarily driven by an increase in depreciation and amortization of $2.5 million due to additional construction projects being placed into service, an increase in non-cash expense related to the change in fair value of warrant liability of $0.9 million, and an increase in non-cash interest expenses of $0.4 million.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $1.8 million, or 41%, to $2.7 million during the three months ended March 31, 2025 compared to $4.5 million during the three months ended March 31, 2024, reflecting a decrease in cash purchases of property and equipment of $1.8 million.

Cash Provided by Financing Activities

Net cash provided by financing activities increased by $92.0 million, or 421%, to $113.9 million in 2025 compared to $21.9 million in 2024.

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During the three months ended March 31, 2025, net cash provided by financing activities primarily consisted of $115.3 million of proceeds from the issuance of convertible preferred stock. Additionally, $0.5 million was raised from the issuance of notes payable. We also received $0.4 million from the repayment of employee notes and $0.4 million from the exercise of stock options. These increases were offset by payments on notes payable of $2.2 million and principal payments on finance leases of $0.5 million.

During the three months ended March 31, 2024, net cash provided by financing activities primarily consisted of $22.1 million of proceeds from the issuance of convertible preferred stock. We also received $0.1 million from the repayment of employee notes and $0.1 million from the exercise of stock options. These increases were offset payments on notes payable of $0.2 million and principal payments on finance leases of $0.2 million.

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

	For the year endedDecember 31,
	2024			2023
($ in thousands)
Net cash used in operating activities	$	(157,650	)	$	(93,434	)
Net cash used in investing activities	$	(32,697	)	$	(69,994	)
Net cash provided by financing activities	$	232,759		$	240,731

Net Cash Used in Operating Activities

Net cash used in operating activities increased by $6420.3 million, or 6917%, to $~~157~~137.7 million ~~used~~for inthe ~~2024~~nine months ended September 30, 2025 compared to $93117.4 million infor ~~2023~~the nine months ended September 30, 2024, primarily due to a year over year increase in net loss of $95110.73 million, ~~and~~partially offset by a net increase in cash related to changes in operating assets and liabilities of $125.2 million, ~~offset~~and by a ~~year~~net ~~over year~~ increase in non-cash expenses of $1984.28 million.

~~Changes~~The innet ~~operating~~increase ~~assets~~in ~~and~~cash ~~liabilities~~related ~~including~~to ~~accounts receivable,~~changes ~~advanced~~in ~~payments,~~operating ~~accrued expenses, other liabilities, right-of-use~~ assets, ~~lease~~and liabilities, ~~and deferred revenue between 2024 and 2023 were~~ of ~~$2.7 million,~~ $5.~~0 million, ($6.0 million), $35.7 million, $4.~~2 million, ~~($3.3 million), and ($22.4 million), respectively. The increase in the source of cash of $12.2 million~~ was primarily attributable to ~~the~~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 ~~between~~for ~~2024~~the ~~and~~nine ~~2023~~months ~~was~~ended ~~primarily~~September 30, ~~due~~2025 compared to anthe ~~increase~~nine ~~in depreciation~~months ~~and~~ended ~~amortization~~September 30, of2024 was primarily driven by a $7.80 million increase in depreciation and amortization expense due to additional construction projects being placed into service, ana ~~increase in loss on disposal of fixed assets of~~ $146.78 million ~~from a disposal in 2024 that did not occur in 2023, and an~~ increase in non-cash expense related to the change in fair value of warrant liability, ofthe $230.94 million ~~between~~loss ~~2024~~on extinguishment of debt upon the repayment of the Term Loans, and ~~2023~~a $1.2 million decrease in non-cash interest expense.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $379.3 million, or 5331%, to $3220.78 million induring ~~2024~~the nine months ended September 30, 2025 compared to $7030.0 million ~~in 2023~~during the nine months ended September 30, 2024, reflecting a decrease in cash purchases of property and equipment of $449.~~6 million in 2024 compared to 2023. Additionally, in 2023, there was a positive cash inflow of $7.~~3 million ~~from the acquisition of cash in a business combination, which was financed through the issuance of convertible preferred stock~~.

Net Cash Provided by Financing Activities

Net cash provided by financing activities ~~decreased~~increased by $7925.91 million, or 31,009%, to $~~232~~1.80 ~~million~~billion infor ~~2024~~the nine months ended September 30, 2025 compared to $~~240~~91.7 million in ~~2023~~for the nine months ended September 30, 2024.

~~108~~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.

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

During 2024, net cash provided by financing activities primarily consisted of $189.0 million of proceeds from the issuance of convertible preferred stock. Additionally, $49.0 million was raised from the issuance of notes payable. We also received $0.3 million from the repayment of employee notes and $0.6 million from the exercise of stock options. These increases were offset by payments of debt issuance costs of $2.3 million, payments on notes payable of $3.7 million and principal payments on finance leases of $0.1 million.

During 2023, net cash provided by financing activities primarily consisted of $149.8 million of proceeds from the issuance of convertible preferred stock. Additionally, $101.7 million was raised from the issuance of notes payable and $21.1 million was raised from the issuance of notes payable to related parties. We also received $0.3 million from the repayment of employee notes and $0.6 million from the exercise of stock options. These increases were offset by payments of debt issuance costs of $24.7 million and payments of debt issuance costs on related party notes payable of $5.4 million. In addition, payments on notes payable of $1.0 million, payments on mortgage principal of $0.2 million, and principal payments on finance leases of $1.5 million further offset cash provided by financing activities.

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 ~~obligation~~obligations as of ~~March~~September 3130, 2025 is are $1914.43 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 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~~79 ~~Recognition~~

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~~estimates~~the ~~related~~estimate toor ~~items~~assumption ~~such~~is ascomplex ~~subcontractor~~in ~~performance,~~nature ~~material~~or ~~costs~~requires ~~and~~a ~~availability,~~high ~~labor~~degree ~~costs~~of ~~and~~judgment ~~productivity,~~ and the ~~costs~~use of ~~overhead.~~different Ifjudgments, estimates, ofand ~~total~~assumptions ~~costs~~could tohave ~~be incurred on~~ a ~~contract~~material ~~exceed~~impact ~~total~~on ~~estimates~~our ofunaudited ~~revenue~~consolidated tofinancial bestatements. ~~earned,~~We aperiodically ~~provision~~review ~~for~~our ~~the~~estimates ~~entire~~and ~~loss~~make onadjustments ~~the~~when ~~contract~~facts isand ~~recognized~~circumstances indictate. To the ~~period~~extent ~~the~~that ~~loss~~there isare ~~incurred,~~material ~~based~~differences onbetween ~~the~~these ~~excess~~estimates ofand ~~management’s~~actual ~~estimates~~results, ofour ~~total~~financial ~~costs~~condition toor beresults ~~incurred~~of ~~over revenue~~operations towill be ~~earned~~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 ~~common~~ ~~and preferred stock~~ warrants are liability classified on the unaudited condensed consolidated balance ~~sheet~~sheets and, therefore, are recorded to fair value at each reporting period. ~~The~~Prior to the Company’s IPO, the Level 3 significant unobservable inputs used in the fair value measurement of the Company’s ~~common and preferred~~ stock warrant ~~liabilities~~liability ~~are~~were volatility, term, discount for lack of marketability and probability weighting based on different scenarios including change of control, initial public offering, and default. ~~The~~ 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 ~~primarily~~ based on the ~~implied~~trading ~~volatility~~price of its common stock which varies based on future market and industry ~~condition~~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 ~~such~~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.

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

~~Newly~~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 ~~of 1933~~, ~~as amended,~~ 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.

110

company, may adopt the new or revised standard at the time private companies are required to adopt the new or revised standard. We are expected to remain an emerging growth company at least through the end of the fiscal year ended December 31, 2025 and are expected 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

WeAlthough ~~are~~we ~~exposed~~no ~~to market~~longer ~~risk~~have ~~for~~any ~~changes~~fixed-rate ~~in interest rates applicable to our cash and cash equivalents and~~ debt. Weoutstanding ~~have cash and cash equivalents totaling $176.9 million and $123.4 million~~ as of ~~March~~September 3130, 2025 ~~and December 31~~, ~~2024, respectively.~~we ~~Our~~are ~~cash~~exposed ~~and~~to ~~cash equivalents were invested in~~ interest ~~bearing demand deposit accounts and high-quality money market funds. We have outstanding fixed-~~rate ~~debt~~risk ~~totaling~~primarily ~~$136.1 million~~though asour ofRevolving ~~March 31~~Credit Facility, ~~2025.~~which Awe ~~hypothetical~~may ~~100-basis~~draw ~~point~~upon ~~increase~~ in ~~interest rates would decrease~~ the ~~fair~~future ~~value~~and ofbears ~~our fixed-rate debt by approximately $1.4 million, while a hypothetical 100-basis-point decrease in~~ interest ~~rates~~at ~~would increase~~ the ~~fair~~compounded ~~value~~SOFR ofplus ~~our~~a ~~fixed-rate~~3% ~~debt by approximately $1~~spread.~~4 million.~~ ~~The~~As ~~impact~~ of ~~market~~September 30, ~~risk~~2025, ~~rate~~there ~~fluctuations~~were onno ~~our~~borrowings ~~debt~~under ~~does~~the ~~not~~Revolving ~~affect~~Credit ~~our results of operations or financial conditions~~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 ~~receivables~~receivable. The maximum exposure to credit risk at the reporting date is primarily from accounts ~~receivables~~receivable, which amounted to $145.91 million and $1.0 million, ~~respectively~~ as of ~~March~~September 3130, 2025 and December 31, 2024, respectively.

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BUSINESS

Overview

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.

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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.

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.

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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.

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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.

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~~ 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.

On84 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

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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~~With ~~full~~the ~~suite~~acquisition of ~~manufacturing~~ ~~capabilities is supplemented by four launch sites~~SciTec, ~~which~~we ~~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~~adding ~~construction~~data atcenters, ~~Virginia’s~~modeling ~~Mid-Atlantic Regional Spaceport on Wallops Island on Wallops Island~~ and ~~the~~simulation ~~Esrange~~labs, ~~Space~~mission ~~Center~~operations ~~in Sweden~~centers, and ~~future~~classified ~~launch~~infrastructure ~~pad~~with ~~capacity~~six ~~will~~locations bestrategically ~~unlocked~~positioned ~~from~~near ~~expansion~~key atspace ~~Cape Canaveral SFS in Florida. Our significant scale~~ and ~~unique~~defense ~~blueprint are strategically planned to support our increasing launch cadence as we grow~~customers.

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

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Firefly’s Key Highlights

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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.

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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.

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The Blue Ghost mission landed on the Moon on March 2, 2025, marking the first fully successful lunar landing by a commercial company.

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•89 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.

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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.

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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

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~~90 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.

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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.

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Our Industry and Addressable Markets

~~There~~92 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,

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Competitive Strengths

Pioneering a Flywheel of Space and Defense Technology Mission Solutions

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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

Purpose-Built Infrastructure Creates High Barriers to Entry

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.

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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

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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.

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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.

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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.

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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.

•95 National Reconnaissance Office: We have been selected to serve as a launch provider to the NRO, with our Alpha rocket as part of their 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 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 VADR contract for a dedicated Alpha launch. This Alpha launch will deliver the agency’s INCUS mission from NASA’s Wallops Flight Facility.

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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.

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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.

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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.

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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.

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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.

Differentiated National Security and Defense Technology Capabilities

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.

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 $1.13 billion in backlog as of ~~March 31~~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.

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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

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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.

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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.

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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.

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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.

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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 $1.13 billion as of ~~March 31~~September 30, 2025 ~~and in the fact that we have over 30 planned launches under contract as of March 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.

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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.

Deploying Our In-Space Heritage for Advanced Operations and Services

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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;

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•

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 ~~three~~nine months ended ~~March 31~~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.

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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.

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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 ~~June 22~~September 30, 2025, we had approximately ~~780~~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 ~~the~~November 12, ~~date of this prospectus~~2025:

Name	Age	Title
Jason Kim	48	Chief Executive Officer and Director
Darren Ma	4546	Chief Financial Officer
Dan Fermon	5657	Chief Operating Officer
Shea Ferring	5253	Chief Technology Officer
David Wheeler	5758	General Counsel
Kirk Konert	38	Chairman
Marc Weiser	52	Director
Christopher Emerson	5253	Director
Thomas Zurbuchen	5657	Director
Pamela Braden	67	Director ~~Nominee~~
Kevin McAllister	62	Director ~~Nominee~~
Jon Lusczakoski	35	Director ~~Nominee~~
Ryan Boland	42	Director ~~Nominee~~

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, ~~Secretary,~~ 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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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).

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 ~~will~~has ~~serve~~served as a ~~director~~member ~~upon~~of our board since completion of ~~this~~our ~~offering~~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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~~BigBear~~Kevin McAllister has served as a member of our board since completion of our IPO.ai ~~(NYSE:~~Since ~~BBAI)~~June 2020, Mr. McAllister has been a Senior Operating Partner and ~~REDLattice,~~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 onas the Chairman of the board of directors of Belcan. Prior to joining AE Industrial ~~Partners~~in June 2020, MsMr. McAllister ~~Braden~~served ~~was~~as ~~the~~President and Chief Executive Officer ~~and Founder~~ of ~~the~~Boeing ~~digital~~Commercial ~~engineering~~Airplanes ~~services firm Gryphon Technologies~~ from ~~January~~December ~~1998~~2016 to ~~December~~October ~~2021~~2019. Prior to that, MsMr. McAllister ~~Braden~~worked at GE Aerospace (NYSE: GE) from 1989 to 2016, where he most recently served as anPresident ~~executive~~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 ~~various~~GE ~~government~~Aviation ~~sector-focused~~across ~~startups~~Global Customer and Product Support, Overhaul & Component Repair Operations, Lean Six Sigma, and Engineering. MsMr. McAllister ~~Braden~~ earned a BABS in ~~Political~~Metallurgical ~~Science~~and Materials Engineering from the University of ~~Akron~~Pittsburgh. We believe MsMr. McAllister ~~Braden~~ is qualified to serve as a director given ~~her~~his leadership experience in the ~~defense~~aerospace industry ~~and as an executive for complex technology companies~~.

~~Kevin~~Jon ~~McAllister~~Lusczakoski ~~will~~has ~~serve~~served as a ~~director~~member ~~upon~~of our board since completion of ~~this~~our ~~offering~~IPO. Since ~~June~~August ~~2020~~2024, Mr. ~~McAllister~~Lusczakoski has been a ~~Senior Operating~~Principal ~~Partner and Co-Head of the Portfolio Strategy and Optimization Group~~ at AE Industrial Partners. ~~Mr.~~and ~~McAllister currently serves on the board of directors of Embraer S.A. (NYSE: ERJ). Mr. McAllister~~ previously ~~served~~was asa ~~the~~Vice ~~Chairman~~President offrom ~~the board~~August of2021 ~~directors~~to ofAugust ~~Belcan.~~2024, ~~Prior~~a toSenior ~~joining~~Associate AEfrom ~~Industrial~~October ~~in June~~ 2020, ~~Mr.~~to ~~McAllister~~August ~~served~~2021 ~~as President~~ and ~~Chief~~an ~~Executive~~Associate ~~Officer of Boeing Commercial Airplanes~~ from ~~December~~August ~~2016~~2018 to October ~~2019~~2020. ~~Prior to that,~~ Mr. Lusczakoski ~~McAllister~~currently ~~worked~~serves aton ~~GE Aerospace~~the ~~(NYSE:~~board ~~GE)~~of ~~from~~directors ~~1989~~of toCalca ~~2016,~~Solutions ~~where he most recently served as President~~ and ~~Chief~~the ~~Executive~~National ~~Officer~~Security ofSpace GEAssociation. ~~Aviation~~Prior ~~Services from 2014~~ to ~~2016~~joining ~~and~~AE ~~was~~Industrial ~~previously~~Partners ~~Vice~~in ~~President~~August ~~and~~2018, ~~General~~Mr. Lusczakoski ~~Manager~~was ofa ~~Global~~Lead ~~Sales~~Engineer ~~and~~in ~~Marketing~~the ~~from~~Program ~~2008~~Development ~~to 2014.~~group ~~He also held multiple leadership roles~~ at GEWilliams ~~Aviation~~International ~~across~~from ~~Global~~June ~~Customer~~2012 ~~and~~to ~~Product~~July ~~Support, Overhaul & Component Repair Operations, Lean Six Sigma, and Engineering~~2018. Mr. Lusczakoski ~~McAllister~~ earned a BS in ~~Metallurgical~~Mechanical Engineering from Michigan State University and ~~Materials Engineering~~an MBA from the University of ~~Pittsburgh~~Michigan. We believe Mr. Lusczakoski ~~McAllister~~ is qualified to serve as a director given his ~~leadership~~technical ~~experience in the aerospace industry~~background.

~~Jon~~Ryan ~~Lusczakoski~~Boland ~~will~~has ~~serve~~served as a ~~director~~member ~~upon~~of our board since completion of ~~this~~our ~~offering~~IPO. Since ~~August~~January 2024, Mr. ~~Lusczakoski~~Boland has ~~been~~served aas ~~Principal at~~Chief AEExecutive ~~Industrial~~Officer ~~Partners~~of ~~and~~ElementUSA ~~previously~~Minerals ~~was~~and ahas ~~Vice~~served ~~President~~on ~~from~~their ~~August~~board ~~2021~~of todirectors ~~August~~since ~~2024,~~April a2022. ~~Senior~~Mr. Boland ~~Associate~~has ~~from~~served ~~October~~on ~~2020~~the toboard ~~August~~of ~~2021~~directors ~~and~~of anLulu ~~Associate~~Snacks, ~~from~~Inc. ~~August~~since ~~2018~~January ~~to October 2020~~2025. Mr. Boland ~~Lusczakoski~~has ~~currently~~served ~~serves~~as on the ~~board~~Chief ~~of directors~~Executive Officer of ~~Calca~~a ~~Solutions~~private ~~and~~family ~~the~~office ~~National~~since ~~Security~~December ~~Space Association~~2016. Prior to ~~joining~~that, AEMr. Boland ~~Industrial~~worked ~~Partners~~at inJ.P ~~August~~Morgan ~~2018,~~from ~~Mr.~~July ~~Lusczakoski~~2005 ~~was~~to aDecember ~~Lead~~2016 ~~Engineer~~ in various executive roles across the ~~Program~~Investment ~~Development~~Bank ~~group~~and atPrivate ~~Williams~~Bank ~~International~~departments, ~~from~~most ~~June~~recently ~~2012~~as toExecutive ~~July 2018~~Director of Global Investments, Private Bank. Mr. ~~Lusczakoski~~Boland earned a BS in ~~Mechanical~~Accounting ~~Engineering~~ from ~~Michigan~~Villanova ~~State~~ University ~~and an MBA from the University of Michigan~~. We believe Mr. Boland ~~Lusczakoski~~ is qualified to serve as a director given his ~~technical~~financial ~~background~~expertise and management credentials.

Ryan Boland will serve as a director upon completion of this offering. Since January 2024, Mr. Boland has served as Chief Executive Officer of ElementUSA Minerals and has served on their board of directors since April 2022. Mr. Boland has served on the board of directors of Lulu Snacks, Inc. since January 2025. Mr. Boland has served as the Chief Executive Officer of a private family office since December 2016. Prior to that, Mr. Boland worked at J.P Morgan from July 2005 to December 2016 in various executive roles across the Investment Bank and Private Bank departments, most recently as Executive Director of Global Investments, Private Bank. Mr. Boland earned a BS in Accounting from Villanova University. We believe Mr. Boland is qualified to serve as a director given his financial expertise and management credentials.

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Board Composition and Risk Management Practices

Board Composition

~~After~~The ~~the completion of this offering, the~~ authorized number of directors comprising our board of directors ~~shall~~is ~~initially~~currently be nine and, thereafter, ~~shall~~may be fixed from time to time by resolution of our board of directors, subject to the terms of our certificate of incorporation and bylaws ~~that will be in effect upon the completion of this offering~~. Our certificate of incorporation ~~will~~provides ~~provide~~ for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors ~~will~~is to be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors ~~will~~is be divided among the three classes as follows:

• Our class I directors ~~will~~are beJason Kim, Marc Weiser, and Kevin McAllister and will serve until the first annual meeting of stockholders following ~~the~~our ~~completion of this offering~~IPO.

• Our class II directors ~~will~~are beChristopher Emerson, Jon Lusczakoski, and Pamela Braden and will serve until the second annual meeting of stockholders following ~~the~~our ~~completion of this offering~~IPO.

• Our class III directors ~~will~~are beKirk Konert, Ryan Boland, and Thomas Zurbuchen and will serve until the third annual meeting of stockholders following ~~the~~our ~~completion of this offering~~IPO.

This classification of our board of directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us.

~~Kirk~~106 ~~Konert will serve as chairperson of our board of directors.~~

Kirk Konert serves as chairperson of our board of directors.

There are no family relationships between or among any of our directors or executive officers.

Controlled Company Exemption

~~Upon the~~We ~~completion~~are ~~of this offering, we will be~~ deemed to be a “controlled company” under the Nasdaq rules, and ~~we will~~ qualify for the “controlled company” exemption to the board of directors and committee composition requirements under Nasdaq rules. Pursuant to this exception, we ~~will~~are be exempt from the requirements that (1) our board of directors be comprised of a majority of independent directors, (2) we have a nominating and corporate governance committee composed entirely of independent directors, and (3) our compensation committee be comprised solely of independent directors. The “controlled company” exemption does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of the Sarbanes-Oxley Act and Nasdaq rules, which require that our audit committee be composed of at least three directors, one of whom must be independent upon the listing of our ~~common~~Common ~~stock~~Stock on Nasdaq, a majority of whom must be independent within 90 days of the date of this prospectus and each of whom must be independent within one year from the date of this prospectus. We intend to utilize these exemptions as long as we remain a controlled company. As a result, we ~~will~~do not have a majority of independent directors and our nominating and corporate governance committee and compensation committee ~~will~~does 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.

If at any time we cease to be a “controlled company” under Nasdaq rules, our board of directors will take all action necessary to comply with such rules within the applicable transition periods, including appointing a majority of independent directors to our board of directors and establishing certain committees composed entirely of independent directors.

Board’s Role in Risk Management

Management is responsible for the day-to-day management of the risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. Our board of directors regularly reviews information regarding our credit, liquidity, and operations, as well as the risks associated therewith. Our compensation and governance committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our audit committee oversees management of financial risks and cybersecurity risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors keeps itself regularly informed regarding such risks through committee reports and otherwise.

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management. Our board of directors regularly reviews information regarding our credit, liquidity, and operations, as well as the risks associated therewith. Effective upon the consummation of this offering, our compensation and governance committee will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Effective upon consummation of this offering, our audit committee will oversee management of financial risks and cybersecurity risks. While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keep itself regularly informed regarding such risks through committee reports and otherwise.

Director Independence

Pursuant to the corporate governance standards of Nasdaq, a director employed by us cannot be deemed an “independent director,” and each other director will qualify as “independent” only if our board of directors affirmatively determines that he has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. The fact that a director may own our capital stock is not, by itself, considered a material relationship. Based on information provided by each director concerning his or her background, employment, and affiliations, ~~we anticipate that, prior to~~ our ~~completion of this offering, our~~ board of directors ~~will~~has ~~determine~~determined that each of Pamela Braden, Ryan Boland, Marc Weiser, and Thomas Zurbuchen are independent in accordance with Nasdaq rules.

Board Committees

~~Upon~~Our ~~the completion of this offering, our~~ board of directors ~~will~~has ~~have~~ three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. From time to time, our board of directors may establish other committees to facilitate the management of our business.

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Audit Committee

~~Upon~~The ~~the completion of this offering, the~~ audit committee ~~will~~consists ~~consist~~ of three directors: Ryan Boland (chair of the committee), Kirk Konert, and Pamela Braden. WeOur ~~anticipate that, prior to our completion of this offering, our~~ board of directors ~~will~~has ~~determine~~determined that Ryan Boland and Pamela Braden satisfy the independence requirements for audit committee members under the listing standards of Nasdaq and Rule 10A-3 of the Exchange Act. We are relying on the phase-in exemptions provided under Rule 10A-3 of the Exchange Act and the Nasdaq listing rules for newly-public companies with respect to the composition of our audit committee, which will transition to consist solely of independent directors in accordance with the phase-in provisions of the Nasdaq listing rules. Ryan Boland has been determined to be an audit committee “financial expert” as defined under SEC rules. All members of the audit committee are able to read and understand fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate.

The purpose of the audit committee is to assist our board of directors in overseeing (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditors’ qualifications and independence, and (4) the performance of the independent auditors and our internal audit function. The audit committee also prepares the audit committee report as required by the SEC for inclusion in our annual proxy statement.

Our board of directors has adopted a written charter for the audit committee which ~~will take effect upon the completion of this offering, and which~~ satisfies the applicable rules of the SEC and the listing standards of Nasdaq. This charter ~~will~~is be posted on our ~~website~~ ~~upon the completion of this offering~~website.

Compensation Committee

~~Upon~~The ~~the completion of this offering, the~~ compensation committee ~~will~~consists ~~consist~~ of three directors: Kirk Konert (chair of the committee), Marc Weiser, and Jonathan Lusczakoski. We ~~intend to~~ avail ourselves of the “controlled company” exemption under Nasdaq rules which exempts us from the requirement that we have a compensation committee composed entirely of independent directors.

131

The purpose of the compensation committee is to assist our board of directors in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers and directors, (2) monitoring our incentive and equity-based compensation plans, and (3) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

Our board of directors has adopted a written charter for the compensation committee which ~~will take effect upon the completion of this offering, and which~~ satisfies the applicable rules of the SEC and the listing standards of Nasdaq. This charter ~~will~~is be posted on our website ~~upon the completion of this offering~~.

Nominating and Corporate Governance Committee

~~Upon~~The ~~completion of this offering, the~~ nominating and corporate governance committee ~~will~~consists ~~consist~~ of three directors: Kevin McAllister (chair of the committee), Thomas Zurbuchen, and Christopher Emerson. We ~~intend to~~ avail ourselves of the “controlled company” exemption under the Nasdaq rules which exempts us from the requirement that we have a nominating and corporate governance committee composed entirely of independent directors.

The purpose of the nominating and corporate governance committee is to assist our board of directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new board of directors members, consistent with criteria approved by our board of directors, subject to our certificate of incorporation and bylaws, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that our board of directors select, the director nominees for the next annual meeting of stockholders, (3) identifying board of directors members qualified to fill vacancies on our board of directors or any board of directors committee and recommending that our board of directors appoint the identified member or members to our board of directors or the applicable committee, subject to our certificate of incorporation and bylaws, (4) reviewing and recommending to our board of directors corporate governance principles applicable to us, (5) overseeing the evaluation of our board of directors and management, (6) overseeing our strategy on corporate social responsibility and sustainability, and (7) handling such other matters that are specifically delegated to the committee by our board of directors from time to time.

~~Our~~108 board of directors has adopted a written charter for the nominating and corporate governance committee which will take effect upon the completion of this offering and which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. This charter will be posted on our website upon the completion of this offering.

Our board of directors has adopted a written charter for the nominating and corporate governance committee which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. This charter is posted on our website.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. None of the members of the compensation committee is, nor has ever been, an officer or employee of our company.

Code of Ethics

~~Prior~~We tohave ~~the~~adopted ~~consummation of this offering, we will adopt~~ a Code of Ethics ~~for Senior Officers~~ applicable to our Chief Executive Officer and senior financial officers., Inin addition, ~~prior~~ to ~~the~~all ~~consummation~~ of ~~this~~our ~~offering we will adopt a Code of Conduct and Ethics for all~~ officers, directors, and employees. Our Code of Ethics ~~for~~is ~~Senior Officers and Code of Conduct and Ethics will be~~ posted on our website at www.fireflyspace.com on the Corporate Governance page of the Investor Relations section of the website. The information contained on our website is not part of this prospectus. We intend to disclose future amendments to certain provisions of our Code of Ethics ~~for Senior Officers~~, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions on our website.

~~132~~109

EXECUTIVE COMPENSATION

We are currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations extend only to our “named executive officers,” who are the individuals who served as our principal executive officer and our next two other most highly compensated officers, in each case, for our fiscal year ended December 31, 2024,. Accordingly, our “Named Executive Officers” are:

•

William Weber, Former Chief Executive Officer;

•

Peter Schumacher, Interim Chief Executive Officer;

•

Jason Kim, Chief Executive Officer;

•

Darren Ma, Senior Vice President and Chief Financial Officer; and

•

Dan Fermon, Senior Vice President and Chief Operating Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

The following table summarizes the compensation awarded to, earned by, or paid to our Named Executive Officers for the fiscal year ended December 31, 2024.

Name and Principal Position	~~FiscalYear~~Fiscal Year		Salary($)		~~Salary($)~~		Bonus($)		~~Bonus($)~~		OptionAwards($)(1)		~~OptionAwards ($)(1)~~		Non-EquityIncentive PlanCompensation($)(2)		~~Non-EquityIncentive PlanCompensation($)(2)~~		All OtherCompensation($)(3)		~~All OtherCompensation($)(3)~~		Total($)		~~Total($)~~
William Weber	2024	~~2024~~		256,154		~~256,154~~		—		—		52,367		~~52,367~~		562,500		~~562,500~~		780,818	(4)	~~780,818~~	~~(4)~~	1,651,839		~~1,651,839~~
Former Chief Executive Officer
Peter Schumacher	2024	~~2024~~		—		—		—		—		—		—		—		—		—		—		—		—
Interim Chief Executive Officer
Jason Kim	2024	~~2024~~		115,385		~~115,385~~		250,000	(5)	~~250,000~~	~~(5)~~	1,778,398	(6)	~~1,778,398~~	~~(6)~~	—		—		100,291	(7)	~~100,291~~	~~(7)~~	2,244,074		~~2,244,074~~
Chief Executive Officer
Darren Ma	2024	~~2024~~		383,846	(8)	~~383,846~~	~~(8)~~	—		—		16,292		~~16,292~~		175,000		~~175,000~~		6,085		~~6,085~~		581,223		~~581,223~~
Chief Financial Officer
Dan Fermon	2024	~~2024~~		350,000		~~350,000~~		—		—		16,292		~~16,292~~		175,000		~~175,000~~		1,152		~~1,152~~		542,444		~~542,444~~
Senior Vice President and Chief Operating Officer

(1)

The amounts reported in the Option Awards column represent the grant date fair value of the stock options (“Options”) granted to the Named Executive Officers during the fiscal year ended December 31, 2024 as computed in accordance with ASC Topic 718, Compensation–Stock Compensation. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 14 to the consolidated financial statements included in this prospectus. See “—Equity Incentive Compensation” below for additional details on these awards.

(2) The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect bonuses paid to the Named Executive Officers under the Annual Bonus Plan (as defined below) with respect to the fiscal year ended December 31, 2024. See “— Annual Bonus Plan” below for additional details.

~~133~~110

(3)

Amounts in this column include a matching 401(k) contribution of 100% of elective deferrals up to a maximum per participant per calendar year equal to 4% of the participant’s eligible compensation ($13,800 for Mr. Weber, $5,385 for Mr. Ma, and $538 for Mr. Fermon) and Company paid life insurance premiums ($460 for Mr. Weber, $219 for Mr. Kim, $701 for Mr. Ma, and $613 for Mr. Fermon).

(4)

Amounts reflected in “All Other Compensation” for Mr. Weber also consist of certain payments provided to Mr. Weber in connection with his separation from employment, which was effective as of July 17, 2024, including: a severance payment of $450,000, a payment of $25,681 representing twelve months of COBRA premiums payable by Mr. Weber, and a payment of $305,137 representing a pro-rated annual bonus for the fiscal year ended December 31, 2024.

(5) Represents the guaranteed portion of Mr. Kim’s annual incentive bonus for the fiscal year ended December 31, 2024 per the terms of his employment agreement, which will be paid in cash in April 2025 at the same time as the Company’s other 2024 bonuses are paid. Mr. Kim will receive an additional $250,000 of his annual incentive bonus for the fiscal year ended December 31, 2024 in the form an Option grant to be made in April 2025 at the same time the Company makes its other Option grants.

(6)	The value shown for Mr. Kim’s Options assumes the highest level of performance achievement possible.

(7)	Amounts reflected in “All Other Compensation” for Mr. Kim also consist of $100,000 for reimbursement of costs and expenses incurred by Mr. Kim in connection with his relocation to the vicinity of our Cedar Park, Texas location.

(8)	Mr. Ma received a raise to his base salary on November 25, 2024 such that his new annual base salary rate is $400,000.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

With the exception of Mr. Schumacher, each of our Named Executive Officers is (or was) a party to an employment agreement with the Company. The employment agreements generally provide for each executive’s base salary, target bonus opportunity, an initial grant of non-qualified stock options, reimbursement of reasonable business expenses and eligibility to participate in our benefit plans. The material terms of the employment agreements are summarized below. These summaries are qualified by reference to the actual text of the agreements, which are filed as exhibits to the registration statement of which this prospectus forms a part. In addition to the key terms summarized below, each employment agreement provides for certain severance benefits upon a resignation by the applicable Named Executive Officer for “Good Reason” or upon a termination by the Company without “Cause.” See “—Potential Payments Upon Termination or Change in Control” below for more details regarding the severance benefits provided to our Named Executive Officers under the employment agreements. See “—Equity Incentive Compensation” below for more details regarding the equity incentives provided to our Named Executive Officers.

With the exception of Mr. Schumacher, each of our Named Executive Officers entered into an Employee Proprietary Information Agreement (the “Proprietary Information Agreement”) with the Company in connection with their employment, which contain customary confidentiality, non-competition, non-solicitation, non-interference, assignment of inventions and conflict of interest covenants. The employment agreements provide that the period of each restrictive covenant that applies to our Named Executive Officers shall be the longer of the period set forth in the Proprietary Information Agreement or the severance period provided in the Named Executive Officer’s employment agreement.

Kim Agreement

On August 25, 2024, the Company entered into an employment agreement with Jason Kim (the “Kim Agreement”) to serve as the Chief Executive Officer of the Company, effective as of October 1, 2024. The Kim Agreement provides for an annual base salary of $500,000, eligibility for Mr. Kim to earn an annual incentive bonus based on a target bonus opportunity equal to 100% of his base salary (as described below in the “Annual Bonus Plan” section), an initial grant of stock options and eligibility to receive annual grants of stock options (as described below in the “Equity Incentive Compensation” section), reimbursement for up to $100,000 for costs and expenses incurred by Mr. Kim in connection with his relocation to the vicinity of our Cedar Park, Texas location, reimbursement of up to $2,500 for Mr. Kim’s legal fees incurred in connection with the negotiation of his employment agreement with us, and participation in standard benefit plans. The Kim Agreement also provided that Mr. Kim’s annual bonus for the fiscal year ended December 31, 2024 would be fully guaranteed, with 50% payable in cash and the remaining 50% payable in equity to be granted in March or April of 2025.

~~134~~111

Bonus Plan” section), an initial grant of stock options and eligibility to receive annual grants of stock options (as described below in the “Equity Incentive Compensation” section), reimbursement for up to $100,000 for costs and expenses incurred by Mr. Kim in connection with his relocation to the vicinity of our Cedar Park, Texas location, reimbursement of up to $2,500 for Mr. Kim’s legal fees incurred in connection with the negotiation of his employment agreement with us, and participation in standard benefit plans. The Kim Agreement also provided that Mr. Kim’s annual bonus for the fiscal year ended December 31, 2024 would be fully guaranteed, with 50% payable in cash and the remaining 50% payable in equity to be granted in March or April of 2025.

Ma Agreement

On May 17, 2024, the Company entered into an employment agreement with Darren Ma (the “Ma Agreement”) to serve as the SVP & Chief Financial Officer of the Company, effective as of May 17, 2024. The Ma Agreement provides for an annual base salary of $350,000, eligibility for Mr. Ma to earn an annual incentive bonus based on a target bonus opportunity equal to 50% of his base salary (as described below in the “Annual Bonus Plan” section), eligibility to receive annual grants of stock options (as described below in the “Equity Incentive Compensation” section), eligibility for reimbursement of up to $2,500 for Mr. Ma’s legal fees incurred in connection with the negotiation of his employment agreement with us, and participation in standard benefit plans. On March 13, 2025, the Company entered into an updated employment agreement with Mr. Ma that provides for the same foregoing terms but an updated annual base salary of $420,000 and target bonus opportunity of 60% of base salary.

Fermon Agreement

On May 17, 2024, the Company entered into an employment agreement with Dan Fermon (the “Fermon Agreement”) to serve as the SVP & Chief Operating Officer of the Company, effective as of May 17, 2024. The Fermon Agreement provides for an annual base salary of $350,000, eligibility for Mr. Fermon to earn an annual incentive bonus based on a target bonus opportunity equal to 50% of his base salary (as described below in the “Annual Bonus Plan” section), eligibility to receive annual grants of stock options (as described below in the “Equity Incentive Compensation” section), eligibility for reimbursement of up to $2,500 for Mr. Fermon’s legal fees incurred in connection with the negotiation of his employment agreement with us, and participation in standard benefit plans. On March 13, 2025, the Company entered into an updated employment agreement with Mr. Fermon that provides for the same foregoing terms but an updated annual base salary of $400,000.

Peter Schumacher

Mr. Schumacher served as the Company’s Interim Chief Executive Officer from July 17, 2024 to September 30, 2024. Mr. Schumacher did not receive compensation from the Company in any capacity for the fiscal year ended December 31, 2024.

Weber Employment Agreement

On August 13, 2022, the Company entered into an employment agreement with William Weber (the “Weber Agreement”) to serve as the Chief Executive Officer of the Company, effective as of September 1, 2022. The Weber Agreement provided for an annual base salary of $450,000, eligibility for Mr. Weber to earn an annual incentive bonus based on a target bonus opportunity equal to 125% of his base salary (as described below in the “Annual Bonus Plan” section), a grant of stock options (as described below in the “Equity Incentive Compensation” section), reimbursement for up to $200,000 for costs and expenses incurred by Mr. Weber in connection with his relocation to the vicinity of our Cedar Park, Texas location, reimbursement of Mr. Weber’s legal fees incurred in connection with the negotiation of his employment agreement with us, and participation in standard benefit plans.

On July 17, 2024, Mr. Weber’s employment with the Company terminated and Mr. Weber entered into a Separation Agreement and Release of Claims (“Separation Agreement”) with the Company. Pursuant to the Separation Agreement, in exchange for executing and not revoking a general release of claims in favor of the Company and Mr. Weber’s compliance with the terms and obligations of the Separation Agreement (including continued compliance with his Proprietary Information Agreement (as described above)), Mr. Weber received the following severance payments and benefits: (i) a gross amount of $450,000 representing 12 months of Mr. Weber’s base salary; (ii) a gross amount of $25,681 representing 12 months of the employee portion of Mr. Weber’s COBRA premiums; (iii) a cash payment of $305,137 representing a pro-rated cash bonus for the fiscal year ended December 31, 2024; and (iv) certain unvested Options remained eligible to vest pursuant to the terms of the applicable stock option agreements and Amended and Restated Firefly Aerospace, Inc. 2017 Stock Plan (“2017 Stock Plan”) until July 16, 2025, as described below in the “Equity Incentive Compensation” section. The Separation Agreement provides that Mr. Weber’s vested Options shall remain outstanding and eligible to be exercised through July 16, 2027. On July 16, 2025, Mr. Weber’s remaining unvested Options expired pursuant to the terms of the Separation Agreement.

~~135~~112

Separation Agreement, in exchange for executing and not revoking a general release of claims in favor of the Company and Mr. Weber’s compliance with the terms and obligations of the Separation Agreement (including continued compliance with his Proprietary Information Agreement (as described above)), Mr. Weber received the following severance payments and benefits: (i) a gross amount of $450,000 representing 12 months of Mr. Weber’s base salary; (ii) a gross amount of $25,681 representing 12 months of the employee portion of Mr. Weber’s COBRA premiums; (iii) a cash payment of $305,137 representing a pro-rated cash bonus for the fiscal year ended December 31, 2024; and (iv) certain unvested Options remained eligible to vest pursuant to the terms of the applicable stock option agreements and Amended and Restated Firefly Aerospace, Inc. 2017 Stock Plan (“2017 Stock Plan”) as described below in the “Equity Incentive Compensation” section. The Separation Agreement provides that Mr. Weber’s vested Options shall remain outstanding and eligible to be exercised through July 16, 2027 (unless earlier cancelled in connection with a Change in Control (as defined in the 2017 Stock Plan)), and Mr. Weber shall be eligible to exercise such stock options via Net-Exercise (as defined below in the section entitled “Equity Incentive Compensation”).

Base Salary

The base salaries of our Named Executive Officers are set forth in their respective employment agreements. Mr. Kim’s base salary is subject to review by our board of directors for increase, but not decrease, no less frequently than annually. For fiscal year ended December 31, 2024, Mr. Kim’s base salary was $500,000 and Mr. Fermon’s base salary was $350,000. Mr. Ma received an increase to his base salary to an annual rate of $400,000 effective as of November 25, 2024.

Annual Bonus Plan

With respect to the fiscal year ended December 31, 2024, our Named Executive Officers (other than Messrs. Weber and Schumacher) were eligible to receive an annual cash bonus short-term incentive that pays out based upon the Company meeting predetermined corporate performance objectives and the Named Executive Officer achieving individual performance goals, in each case, pursuant to our Firefly Aerospace, Inc. Performance-Based, Incentive Compensation Plan (“Annual Bonus Plan”). For the fiscal year ended December 31, 2024, the target short-term incentive amount, expressed as a percentage of the Named Executive Officer’s base salary, for each of Messrs. Kim, Ma, and Fermon were 100%, 50%, and 50%, respectively. Achievement of short-term incentive for the fiscal year ended December 31, 2024 was based on the attainment of certain performance goals as determined by our board of directors and the compensation committee. The performance goals for the fiscal year ended December 31, 2024 set forth in the Annual Bonus Plan related to, among other metrics, a balance sheet cash target, aggregate value of customer contract bookings and execution of certain specified operational goals.

Equity Incentive Compensation

Under the 2017 Stock Plan, our board of directors or a committee thereof (the “Administrator”) ~~may~~had been able to grant awards to our employees, consultants, and directors in the form of non-qualified stock options, incentive stock options, restricted stock awards and restricted stock units. The Administrator ~~has~~had broad discretion to determine individuals who were eligible for awards, the individuals to whom awards ~~will~~were be granted, and to determine the specific terms and conditions of each award. A stock option granted as an incentive stock option ~~will~~was, to the extent it ~~fails~~failed to qualify as an incentive stock option, be treated as a non-qualified stock option. The Administrator ~~will~~, with regard to each stock option, ~~determine~~determined the number of shares subject to the option, the manner and time of the option’s exercise and vesting, and the exercise price of the option. The exercise price ~~will~~was not be less than 100%, or, with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, not less than 110%, of the Fair Market Value (as defined in the 2017 Stock Plan), of the ~~common~~Common ~~stock~~Stock on the date the stock option iswas granted. The exercise price ~~may~~was be paid by our Named Executive Officers (i) in cash, check or cash equivalent, (ii) if permitted by the Company, by the delivery of shares of ~~common~~Common ~~stock~~Stock then owned by the participant, by the withholding of shares of ~~common~~Common ~~stock~~Stock for which a stock option iswas exercisable (“Net-Exercise”), or (iii) by a combination of these methods. In the discretion of the Administrator, payment for the exercise price of our Named Executive Officers may also have been made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to us the amount of sale or loan proceeds to pay the exercise price. No stock option was exercisable later than 10, or, with respect to any participant who owned more than 10% of the voting power of all classes of our outstanding stock, later than five, years after the date it was granted. Our board of directors has determined not to make any further awards under the 2017 Stock Plan.

~~136~~Each of Messrs. Kim, Ma, and Fermon received grants of stock options in 2024 pursuant to the 2017 Stock Plan and applicable stock option agreements.

113

(“Net-Exercise”), or (iii) by a combination of these methods. In the discretion of the Administrator, payment for the exercise price of our Named Executive Officers may also be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to us the amount of sale or loan proceeds to pay the exercise price. No stock option is exercisable later than 10, or, with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, later than five, years after the date it is granted. Our board of directors has determined not to make any further awards under the 2017 Stock Plan following the completion of this offering.

Each of Messrs. Kim, Ma, and Fermon received grants of stock options in 2024 pursuant to the 2017 Stock Plan and applicable stock option agreements. Each of the Named Executive Officers that are party to an employment agreement are entitled to “Net-Exercise” their stock options, as provide in the employment agreement.

Outstanding Equity Awards at Fiscal Year End

The following table presents information regarding outstanding equity awards held by each of the Named Executive Officers as of December 31, 2024.

Name

Grant Date

Number ~~ofSecuritiesUnderlyingUnexercisedOptionsExercisable~~of SecuritiesUnderlyingUnexercised OptionsExercisable (#)

Number ~~ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable~~of SecuritiesUnderlyingUnexercised OptionsUnexercisable (#)

OptionExercisePrice ($)

~~OptionExpirationDate~~Option ExpirationDate

William Weber

08/31/2022

~~402~~123,~~246~~601

51,~~575~~713,~~399~~188

0.2788

09/01/2032

(1)

06/20/2024

—

~~241~~74,~~071~~075

0.2581

06/19/2034

(2)

Peter Schumacher

—

Jason Kim

10/24/2024

—

72,~~291~~240,~~374~~466

0.2891

10/23/2034

(3)

Darren Ma

10/28/2020

~~173~~53,~~333~~261

268,~~667~~194

0.1342

08/25/2030

(4)

01/08/2021

~~121~~37,~~670~~386

—

0.1549

01/07/2031

(5)

07/21/2021

~~174~~53,~~405~~591

247,~~916~~656

01.3101

07/20/2031

(6)

07/21/2021

~~239~~73,~~166~~490

~~110~~34,~~834~~057

01.3101

07/20/2031

(7)

02/17/2022

~~150~~46,~~000~~091

—

01.3101

02/16/2032

(8)

06/17/2022

8425,~~561~~984

6921,~~188~~260

0.2788

06/16/2032

(9)

06/17/2022

~~250~~76,~~000~~819

0.2788

06/16/2032

(10)

06/20/2024

—

7523,~~000~~046

0.2581

06/19/2034

(11)

Dan Fermon

10/24/2022

~~200~~61,~~000~~455

~~300~~92,~~000~~183

0.2788

10/23/2032

(12)

06/20/2024

—

7523,~~000~~046

0.2581

06/19/2034

(11)

(1) ~~179~~55,~~328~~103 of the Options vested on September 1, 2023 and ~~179~~55,~~328~~104 Options vested on September 1, 2024. An additional 4313,~~590~~394 Options accelerated and vested as of August 20, 2024 per the terms of the Separation Agreement. The remaining unvested Options ~~are~~remained outstanding and eligible to vest until July 16, 2025 in accordance with the following schedule: 15% of the Options vest on each of the first five anniversaries of September 1, 2022; 15% of the Options vest upon a Weber Liquidity Event (as defined below) in which the Company meets or exceeds a $1.1 billion valuation; an additional 30% of the Options vest upon a Weber Liquidity Event in which the Company meets or exceeds a $3.0 billion valuation; and an additional 40% of the Options vest upon a Weber Liquidity Event in which the Company meets or exceeds a $5.0 billion valuation. “Weber Liquidity Event” has the same meaning as Liquidity Event provided below in the Section entitled “Potential Payments Upon Termination or Change in Control”; provided, however, that a Weber Liquidity Event also includes a secondary sale or similar transaction in which funds affiliated with AE Industrial Partner, LP divests 50% or more of its director or indirect interests in the Company as of the Grant Date. On July 16, 2025, Mr. Weber’s remaining unvested Options expired pursuant to the terms of the Separation Agreement.

(2) 8024,~~348~~689 of the Options ~~vest~~vested on May 27, 2025, and the remainder ~~vest~~expired ~~ratably~~ on aJuly ~~quarterly~~16, ~~basis~~2025 ~~for~~pursuant ~~two~~to ~~years~~the ~~thereafter~~terms of the Separation Agreement.

137

(3)

Options vest as follows, subject to Mr. Kim’s continued employment through each such date: 15% of the Options vest on each of the first five anniversaries of October 1, 2024; 15% of the Options vest upon a Liquidity Event in which the Company meets or exceeds a $1.5 billion valuation; an additional 30% of the Options vests upon a Liquidity Event in which the Company meets or exceeds a $3.0 billion valuation; and an additional 40% of the Options vests upon a Liquidity Event in which the Company meets or exceeds a $5.0 billion valuation. Upon a Liquidity Event that occurs while Mr. Kim is employment by the Company, each stock option grant held by Mr. Kim that vest solely on the passage of time will accelerate and vest as of such Liquidity Event; provided, that, any Restricted Shares (as defined below) that Mr. Kim holds as a result of early exercising any Option, shall be subject to clawback as further above in the section titled “Equity Incentive Compensation”. “Liquidity Event” means (i) Change of Control (as defined in the 2017 Stock Plan), or (ii) an initial public offering (including via a merger with a special purpose acquisition company or similar).

(4)	Options vest ratably on a monthly basis over 60 months from October 24, 2020. The Options will accelerate and vest upon a Liquidity Event where the Named Executive Officer is still employed.

(5)	Options vested ratably on a monthly basis and were fully vested on November 23, 2023.

(6)	Options vest ratably on a quarterly basis over four years from May 1, 2021. The Options will accelerate and vest upon a Liquidity Event where the Named Executive Officer is still employed.

114

(7)	Options vest ratably on a monthly basis over 60 months from July 21, 2021. The Options will accelerate and vest upon a Liquidity Event where the Named Executive Officer is still employed.

(8)	Options vested ratably on a quarterly basis and were fully vested on December 31, 2022.

(9)	Options vest ratably on a monthly basis over 60 months from March 25, 2022. The Options will accelerate and vest upon a Liquidity Event where the Named Executive Officer is still employed.

(10)	Options vest ratably on a quarterly basis over 60 months from June 17, 2022. The Options will accelerate and vest upon a Liquidity Event where the Named Executive Officer is still employed.

(11)	One-third of the Options vest on May 27, 2025, and the remainder vest ratably on a quarterly basis for two years thereafter. The Options will accelerate and vest upon a Liquidity Event where the Named Executive Officer is still employed.

(12)	One-fifth of the Options vested on October 24, 2023, and the remainder vest ratably on a quarterly basis for four years thereafter. The Options will accelerate and vest upon a Liquidity Event where the Named Executive Officer is still employed.

Additional Narrative Disclosure

Retirement Plans

We currently provide broad-based health and welfare benefits that are available to our full-time employees, including our Named Executive Officers, including health, life, vision, and dental insurance. In addition, we currently make available a retirement plan intended to provide benefits under Section 401(k) of the Code, pursuant to which employees (including our Named Executive Officers) may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We match 100% of elective deferrals up to a maximum per participant per calendar year equal to 4% of the participant’s eligible compensation. Matching contributions to our 401(k) plan are 100% vested. All contributions under our 401(k) plan are subject to certain annual dollar limitations in accordance with applicable laws, which are periodically adjusted for changes in the cost of living. Other than the 401(k) plan, we do not provide any qualified or non-qualified retirement or deferred compensation benefits to our employees, including our Named Executive Officers.

Potential Payments Upon Termination or Change in Control

Each of our current Named Executive Officers is entitled to certain severance payments and benefits pursuant to their respective employment agreements in the event the Company terminates the Named Executive Officer without Cause or the Named Executive Officer resigns with Good Reason, consisting of the following severance: (i) nine months (for Messrs. Ma and Fermon) or 12 months (for Mr. Kim) of the Named Executive Officer’s then-current base salary, (ii) an amount equal to the cost of nine months (for Messrs. Ma and Fermon) or 12 months (for Mr. Kim) of the employee portion of associated COBRA premiums, (iii) a pro-rated Annual Bonus for the year of termination if such termination occurred in the second half of the fiscal year, based on actual performance through the date of termination, and (iv) any then-outstanding stock options subject to time-based vesting will remain outstanding and have the opportunity to vest for nine months (for Messrs. Ma and Fermon) or 12 months (for Mr. Kim) following such termination of employment. To the extent unpaid as of the date of termination of employment, the Named Executive Officer will also be entitled to the prior year Annual Bonus. Such severance shall be paid in a lump sum within 10 days following the applicable Named Executive Officer’s termination of employment.

~~138~~Each of the Named Executive Officers’ employment agreements also provide that, upon a Liquidity Event where the Named Executive Officer is employed, any Options subject solely to time-based vesting shall become fully vested and exercisable, provided, that, any shares issued in respect of such accelerated Options shall be “Restricted Shares.” If the Named Executive Officer does not elect a method of exercise in connection with such Liquidity Event, he will be deemed to have selected the Net-Exercise method. The clawback on the Restricted Shares generally lapses with respect to 50% of the Restricted Shares on the six-month anniversary of the Liquidity Event, 25% of the Restricted Shares on the nine-month anniversary of the Liquidity Event, and 25% of the Restricted Shares in equal monthly amounts (8.34% per month) at the end of each tenth-, eleventh- and twelfth-month anniversaries of the Liquidity Event. Any Restricted Shares still subject to clawback in the event the Named

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~~Officer without Cause or the Named~~ Executive Officer ~~resigns~~terminates ~~with~~his ~~Good~~employment ~~Reason,~~other ~~consisting~~than ~~of the following severance: (i) nine months (~~for ~~Messrs.~~Good MaReason ~~and~~any ~~Fermon)~~time orduring ~~12 months (for Mr. Kim) of~~ the ~~Named Executive Officer’s then~~12-~~current~~month ~~base~~period ~~salary,~~following ~~(ii) an amount equal to~~ the ~~cost~~Liquidity ofEvent ~~nine~~shall ~~months~~be ~~(for Messrs~~forfeited. MaFor ~~and~~purposes ~~Fermon) or 12 months (for Mr. Kim)~~ of the ~~employee~~employment ~~portion~~agreements, of“Liquidity ~~associated~~Event” ~~COBRA~~means ~~premiums,~~ (~~iii~~i) aChange ~~pro-rated Annual Bonus for the year~~ of ~~termination~~Control if(as ~~such~~defined ~~termination occurred~~ in the ~~second~~2017 ~~half~~Stock ~~of the fiscal year~~Plan), ~~based~~or ~~on actual performance through the date of termination, and~~ (ivii) ~~any~~an ~~then-outstanding~~initial ~~stock~~public ~~options~~offering ~~subject~~(including tovia ~~time-based~~a ~~vesting~~merger ~~will~~with ~~remain~~a ~~outstanding~~special ~~and~~purpose ~~have~~acquisition ~~the~~company ~~opportunity~~or ~~to vest for nine months (for Messrs~~similar). MaIn ~~and~~connection ~~Fermon)~~with orour 12IPO, ~~months~~the ~~(for~~Company ~~Mr. Kim)~~amend ~~following~~the ~~such~~employment ~~termination~~agreements ofto ~~employment. To~~remove the ~~extent~~automatic ~~unpaid~~Net-Exercise assuch ofthat the ~~date~~stock ofoptions ~~termination~~held ofby ~~employment,~~our ~~the~~ Named Executive ~~Officer~~Officers ~~will~~remain ~~also~~outstanding beand ~~entitled~~exercisable toat ~~the~~any ~~prior~~time ~~year~~in ~~Annual~~accordance ~~Bonus.~~with ~~Such~~their ~~severance~~terms ~~shall~~until bethe ~~paid~~expiration indate aof ~~lump~~the ~~sum~~stock ~~within~~options, 10subject ~~days~~to ~~following~~ the ~~applicable~~lock-up ~~Named Executive Officer’s termination of employment~~agreements.

Each of the Named Executive Officers’ employment agreements also provide that, upon a Liquidity Event where the Named Executive Officer is employed, any Options subject solely to time-based vesting shall become fully vested and exercisable, provided, that, any shares issued in respect of such accelerated Options shall be “Restricted Shares”. If the Named Executive Officer does not elect a method of exercise in connection with such Liquidity Event, he will be deemed to have selected the Net-Exercise method. The clawback on the Restricted Shares generally lapses with respect to 50% of the Restricted Shares on the six-month anniversary of the Liquidity Event, 25% of the Restricted Shares on the nine-month anniversary of the Liquidity Event, and 25% of the Restricted Shares in equal monthly amounts (8.34% per month) at the end of each tenth-, eleventh,- and twelfth-month anniversaries of the Liquidity Event. Any Restricted Shares still subject to clawback in the event the Named Executive Officer terminates his employment other than for Good Reason any time during the 12-month period following the Liquidity Event shall be forfeited. For purposes of the employment agreements, “Liquidity Event” means (i) Change of Control (as defined in the 2017 Stock Plan), or (ii) an initial public offering (including via a merger with a special purpose acquisition company or similar).

“Cause” generally means a Named Executive Officer’s (i) conduct amounting to fraud against the Company or any subsidiary or affiliate of the Company; (ii) intentional misconduct, repeated refusal to follow the reasonable and lawful directions of the Company or material breach of the employment agreement or any document referenced therein, provided the Company notifies the Named Executive Officer of the acts deemed to constitute such intentional misconduct, repeated refusal or material breach in writing and he fails to correct such acts (or begin such action as may be necessary to correct such acts and thereafter fails to diligently pursue the completion thereof) within ten business days after written notice has been given; (iii) violation of a material Company policy that causes or has demonstrated a substantial likelihood to cause material financial or reputational harm to the Company; or (iv) conviction or plea of guilty or nolo contendere to a felony (other than one arising from the operation of a motor vehicle or resulting from actions taken (or not taken) by the Named Executive Officer in reasonable, good faith in his capacity as an employee or officer of the Company).

“Good Reason” generally means (i) a material diminution in the roles, duties, responsibilities, or the individuals to whom the Named Executive Officer reports; (ii) a material reduction of base salary or the target amount of Annual Bonus; (iii) a requirement to relocate the Named Executive Officer’s primary place of business more than 25 miles away from the primary place of business as of the effective date of the applicable employment agreement; or (iv) a material breach by the Company of any provision of the employment agreement or any document referenced therein. A Named Executive Officer must notify the Company in writing of his intent to terminate his employment for Good Reason, specifying the event and describing the circumstances constituting Good Reason, within 30 days after he first becomes aware of the event that he believes constitutes Good Reason. The Company will have a period of 30 days after receipt of such notice to cure the Good Reason. If the Good Reason is cured within that period, the Named Executive Officer will not be entitled to the severance and accelerated option vesting described above. If the Company waives its right to cure or does not cure within the 30-day period, the Named Executive Officer may terminate his employment for Good Reason within 30 days following the later of (i) the date on which the Company waived its right to cure or (ii) the end of the cure period and collect the severance and receive the accelerated option vesting described above.

~~139~~If the Good Reason is cured within that period, the Named Executive Officer will not be entitled to the severance and accelerated option vesting described above. If the Company waives its right to cure or does not cure within the 30-day period, the Named Executive Officer may terminate his employment for Good Reason within 30 days following the later of (i) the date on which the Company waived its right to cure or (ii) the end of the cure period and collect the severance and receive the accelerated option vesting described above.

~~Table~~Actions ofTaken ~~Contents~~in Connection With Our IPO

Actions Taken in Connection With This Offering

2025 Omnibus Incentive Plan

In connection with ~~this~~our ~~offering~~IPO, ~~we anticipate that~~ our Board ~~will~~has ~~adopt~~adopted, and our stockholders ~~will approve~~approved, the Firefly Aerospace Inc. 2025 Omnibus Incentive Plan (the “2025 Stock Plan”), pursuant to which employees, consultants and directors of our company and our affiliates performing services for us, including our executive officers, will be eligible to receive awards. IfThe ~~adopted, the~~ 2025 Stock Plan ~~will~~provides ~~provide~~ for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other stock-based awards, other cash-based awards, substitute awards, and performance awards intended to align the interests of participants with those of our stockholders. The following description of the 2025 Stock Plan isdoes ~~based on the form that will be adopted, but since the 2025 Stock Plan has~~ not ~~yet~~purport ~~been adopted, the provisions remain subject~~ to ~~change.~~be Ascomplete aand ~~result, the following description~~ is qualified in its entirety by reference to the form of the 2025 Stock Plan, a copy of which ~~in substantially final form~~ has been filed as an exhibit to the registration statement of which this prospectus is a part.

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Securities to Be Offered

The aggregate number of shares of ~~common~~Common ~~stock~~Stock that may be issued or used for reference purposes or with respect to which awards may be granted under the 2025 Stock Plan ~~shall~~may not exceed a number of shares of our ~~common~~Common ~~stock~~Stock equal to % of24,110,000 ~~the~~Shares ~~fully diluted shares of our common stock outstanding at the closing of this offering~~ (subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the 2025 Stock Plan) (the “Initial Share Reserve”). The number of shares of ~~common~~Common ~~stock~~Stock available for issuance under the 2025 Stock Plan will be subject to an annual increase on the first day of each calendar year beginning January 1, 2026, and ending and including January 1, 2035, equal to the lesser of (i) 3% of the aggregate number of shares of ~~common~~Common ~~stock~~Stock outstanding on the final day of the immediately preceding calendar year and (ii) any such smaller number of shares as is determined by the Board. The aggregate number of shares that may be issued or used under the 2025 Stock Plan pursuant to incentive stock options (“ISOs”) shall not exceed an amount equal to the Initial Share Reserve. Shares of ~~common~~Common ~~stock~~Stock subject to an award that expires or is canceled, forfeited or otherwise terminated without delivery of shares, shares tendered in payment of an option, shares covered by a stock-settled stock appreciation right (“SAR”) or other award that were not issued upon settlement, and shares delivered or withheld to satisfy any tax withholding obligations will again be available for delivery pursuant to other awards under the 2025 Stock Plan. The number of shares of ~~common~~Common ~~stock~~Stock available for issuance under the 2025 Stock Plan will not be reduced by shares issued pursuant to awards issued or assumed in connection with a merger or acquisition as contemplated by applicable stock exchange rules.

Administration

The 2025 Stock Plan ~~will be~~is administered by ~~a committee of~~ the ~~Board~~Compensation ~~that~~Committee ~~has~~of ~~been authorized to administer~~ the ~~2025 Stock Plan, except if no such committee is authorized by the~~ Board, ~~the Board will administer the 2025 Stock Plan~~ (~~as applicable,~~ the “Committee”). The Committee ~~will~~has ~~have~~ broad discretion to administer the 2025 Stock Plan, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted, and the terms and conditions of awards. The Committee may also accelerate the vesting or exercise of any award and make all other determinations and take all other actions necessary or advisable for the administration of the 2025 Stock Plan. ToThe ~~the~~Board ~~extent~~has ~~the~~concurrent ~~Committee~~authority isto ~~not~~administer the ~~Board,~~ ~~the~~2025 ~~Board~~Stock ~~will~~Plan ~~still~~and ~~retain the authority to~~ take all actions ~~permitted~~that by the Committee is otherwise authorized to take under the 2025 Stock Plan.

Eligibility

Employees, consultants and non-employee directors of our Company and its affiliates ~~will~~are be eligible to receive awards under the 2025 Stock Plan. As stated above, the basis for participation in the 2025 Stock Plan is the Committee’s decision to select, in its sole discretion, participants from among those eligible.

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Non-Employee Director Compensation Limits

In each calendar year, a non-employee director may not receive awards under the 2025 Stock Plan for such individual’s service on the Board that, taken together with any cash fees paid to such non-employee director during such calendar year for such individual’s service on the Board, have a value in excess of $750,000 (based on the grant date fair value of such awards) or, solely in the case of a lead director or non-executive chair of the Board, $1,000,000 (based on the grant date fair value of such awards); provided that (a) the Committee may make exceptions to this limit, except that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation and (b) for any calendar year in which a non-employee director first commences service on the Board, such limit shall be increased to $1,500,000.

Types of Awards

Options. The 2025 Stock Plan provides for the grant of both ISOs intended to qualify under Section 422 of the Code and nonstatutory stock options. We may grant options to eligible persons, except that ISOs may only be granted to persons who are our employees or employees of one of our parents or subsidiaries, in accordance with Section 422 of the Code. The exercise price of an option cannot be less than 100% of the fair market value of a share of ~~common~~Common ~~stock~~Stock on the date on which the option is granted and the option must not be exercisable for longer than ten years following the date of grant. However, in the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our equity securities, the exercise price of the option must be at least 110% of the fair market value of a share of ~~common~~Common ~~stock~~Stock on the date of grant and the option must not be exercisable more than five years from the date of grant.

~~Options~~117 granted under the 2025 Stock Plan generally must be exercised by the optionee before the earlier of the expiration of such option or at such time or times as shall be determined by the Committee at the time of grant. Each option award agreement will set forth the extent to which the optionee will have the right to exercise the option following the termination of the optionee’s service with us, and the right to exercise the option of any executors or administrators of the optionee’s estate or any person who has acquired such options directly from the optionee by bequest or inheritance.

Payment of the exercise price may be made in a manner approved by the Committee, which may include (a) immediately available funds in U.S. dollars, (b) delivery of common stock having a value equal to the exercise price, (c) a broker-assisted, cashless exercise, or (d) any other means approved by the Committee.

SARs. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of common stock on the date of exercise over the grant price of the SAR. The grant price of a SAR cannot be less than 100% of the fair market value of a share of common stock on the date on which the SAR is granted. The term of a SAR may not exceed ten years. The Committee has the discretion to determine other terms and conditions of a SAR award.

Restricted Stock Awards. A restricted stock award is a grant of shares of common stock subject to the restrictions on transferability and risk of forfeiture imposed by the Committee. Unless otherwise determined by the Committee and specified in the applicable award agreement, the holder of a restricted stock award has rights as a stockholder, including the right to vote the shares of common stock subject to the restricted stock award or to receive dividends on the shares of common stock subject to the restricted stock award during the restriction period. In the discretion of the Committee, dividends distributed prior to vesting may be subject to the same restrictions and risk of forfeiture as the restricted shares with respect to which the distribution was made.

Restricted Stock Units. A restricted stock unit (“RSU”) is a right to receive cash, shares of common stock, or a combination of cash and shares of common stock at the end of a specified period equal to the fair market value of one share of common stock on the date of vesting. RSUs may be subject to the restrictions, including a risk of forfeiture, imposed by the Committee. The Committee may determine that a grant of RSUs will provide a

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~~participant~~Options agranted ~~right~~under tothe ~~receive~~2025 ~~dividend~~Stock ~~equivalents,~~Plan ~~which~~generally ~~entitles~~must be exercised by the ~~participant~~optionee tobefore ~~receive~~the earlier of the ~~equivalent~~expiration ~~value~~of ~~(in~~such ~~cash~~option or ~~shares~~at ofsuch ~~common~~time ~~stock)~~or oftimes ~~dividends~~as ~~paid~~shall onbe determined by the ~~underlying~~Committee ~~shares of~~at ~~common~~the ~~stock~~time of grant. ~~Dividend~~Each ~~equivalent~~option ~~rights~~award ~~may~~agreement bewill ~~paid~~set ~~currently~~forth orthe ~~credited~~extent to anwhich ~~account,~~the ~~settled~~optionee inwill ~~cash~~have orthe ~~shares~~right to exercise the option following the termination of the optionee’s service with us, and ~~may~~the beright ~~subject~~ to exercise the ~~same~~option ~~restrictions~~of asany executors or administrators of the ~~RSUs~~optionee’s ~~with~~estate ~~respect~~or toany ~~which~~person who has acquired such options directly from the ~~dividend~~optionee ~~equivalent~~by ~~rights~~bequest ~~are~~or ~~granted~~inheritance.

~~Performance~~Payment ~~Awards.~~of ~~A performance award is an award that vests and/or becomes exercisable or distributable subject to~~ the ~~achievement~~exercise ofprice ~~certain performance~~may ~~goals~~be ~~during~~made in a ~~specified~~manner ~~performance~~approved ~~period, as established~~ by the Committee., ~~Performance~~which ~~awards~~ may beinclude ~~granted~~(a) immediately ~~alone~~available orfunds in ~~addition~~U.S. todollars, ~~other~~(b) delivery ~~awards~~of ~~under~~Common ~~the 2025~~ Stock ~~Plan~~having ~~and~~a ~~may~~value beequal ~~paid~~to inthe ~~cash~~exercise price, ~~shares~~(c) a ofbroker-assisted, ~~common~~cashless ~~stock~~exercise, ~~other property,~~ or (d) any ~~combination~~other ~~thereof,~~means asapproved ~~determined~~by in the ~~sole discretion of the~~ Committee.

~~Other~~SARs. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of Common Stock~~-Based~~ ~~Awards~~on the date of exercise over the grant price of the SAR. ~~Other~~The ~~stock-based~~grant ~~awards are~~price ~~awards~~of ~~denominated~~a orSAR ~~payable~~cannot ~~in,~~be ~~valued~~less inthan ~~whole~~100% orof inthe ~~part~~fair bymarket ~~reference~~value ~~to,~~of ora ~~otherwise~~share ~~based~~of Common Stock on orthe ~~related~~date ~~to,~~on which the ~~value~~SAR is granted. The term of ~~shares~~a SAR may not exceed ten years. The Committee has the discretion to determine other terms and conditions of ~~common~~a ~~stock~~SAR award.

Restricted Stock Awards. A restricted stock award is a grant of shares of Common Stock subject to the restrictions on transferability and risk of forfeiture imposed by the Committee. Unless otherwise determined by the Committee and specified in the applicable award agreement, the holder of a restricted stock award has rights as a stockholder, including the right to vote the shares of Common Stock subject to the restricted stock award or to receive dividends on the shares of Common Stock subject to the restricted stock award during the restriction period. In the discretion of the Committee, dividends distributed prior to vesting may be subject to the same restrictions and risk of forfeiture as the restricted shares with respect to which the distribution was made.

Restricted Stock Units. A restricted stock unit (“RSU”) is a right to receive cash, shares of Common Stock, or a combination of cash and shares of Common Stock at the end of a specified period equal to the fair market value of one share of Common Stock on the date of vesting. RSUs may be subject to the restrictions, including a risk of forfeiture, imposed by the Committee. The Committee may determine that a grant of RSUs will provide a participant a right to receive dividend equivalents, which entitles the participant to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on the underlying shares of Common Stock. Dividend equivalent rights may be paid currently or credited to an account, settled in cash or shares, and may be subject to the same restrictions as the RSUs with respect to which the dividend equivalent rights are granted.

Performance Awards. A performance award is an award that vests and/or becomes exercisable or distributable subject to the achievement of certain performance goals during a specified performance period, as established by the Committee. Performance awards may be granted alone or in addition to other awards under the 2025 Stock Plan and may be paid in cash, shares of Common Stock, other property, or any combination thereof, as determined in the sole discretion of the Committee.

Other Stock-Based Awards. Other stock-based awards are awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of shares of Common Stock.

Cash Awards. Cash awards may be granted on a free-standing basis or as an element of, a supplement to, or in lieu of any other award.

Substitute Awards. Awards may be granted under the 2025 Stock Plan in substitution for similar awards held for individuals who become participants as a result of a merger, consolidation, or acquisition of another entity by or with the Company or one of its affiliates.

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Certain Transactions

If any change is made to our capitalization, such as a stock split, stock combination, stock dividend, exchange of stock, or other recapitalization, merger, or otherwise, which results in an increase or decrease in the number of outstanding shares of ~~common~~Common ~~stock~~Stock, appropriate adjustments will be made by the Committee in the shares subject to an award under the 2025 Stock Plan. The Committee ~~will~~ also ~~have~~has the discretion to make certain adjustments to awards in the event of a change in control of the Company, such as the assumption or substitution of outstanding awards, the purchase of any outstanding awards in cash based on the applicable change in control price, the ability for participants to exercise any outstanding stock options, SARs, or other stock-based awards upon the change in control (and, if not exercised, such awards will be terminated) and the acceleration of vesting or exercisability of any outstanding awards.

Clawback

All awards granted under the 2025 Stock Plan are subject to reduction, cancellation, or recoupment under any written clawback policy that we are required to adopt pursuant to listing standards or as is otherwise required under applicable law, including the final rule issued by the SEC implementing the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to recoupment of incentive-based compensation.

Plan Amendment and Termination

The Committee may amend or terminate any award, award agreement, or the 2025 Stock Plan at any time, provided that the rights of a participant granted an award prior to such amendment or termination may not be impaired without such participant’s consent. In addition, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or exchange listing standards. The Committee will not have the authority, without the approval of stockholders, to amend any outstanding option or SAR to reduce its exercise price per share. The 2025 Stock Plan will remain in effect for a period of ten years (unless earlier terminated by the Board or Committee, as applicable).

2025 Employee Stock Purchase Plan

In order to incentivize employees of the Company, its designated affiliates and subsidiaries (the “Designated Subsidiaries”), ~~we anticipate that~~ our Board ~~will adopt~~adopted, and our shareholders ~~will approve~~approved, the 2025 Employee Stock Purchase Plan (the “ESPP”), the material terms of which are summarized below. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and will be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. The following description of the ESPP does not purport to be complete and is qualified in its entirety by reference to the form of the ESPP, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

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Stock Purchase Plan (the “ESPP”), the material terms of which are summarized below, prior to the completion of this offering. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and will be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. Although not yet adopted, we expect that our ESPP will have the features described below.

Shares Available for Awards; Administration

A total of 3,215,000 shares of our ~~common~~Common ~~stock~~Stock ~~will~~was initially be reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP will be increased annually on January 1 of each fiscal year beginning in 2026 by an amount equal to the lesser of (i) 1.0% of the shares outstanding on the last day of the immediately preceding fiscal year or (ii) a lesser amount determined by our Board; provided, however, that no more than 3,215,000 shares may be issued per year in total under the ESPP. Our Committee or other individuals to which authority has been delegated under the ESPP will administer and will have authority to interpret the terms of the ESPP and determine eligibility of participants.

Eligibility

WeAll ~~expect that all~~ of our employees and employees of any Designated Subsidiary ~~will~~are be eligible to participate in the ESPP, with certain exclusions as determined by the ESPP administrator. However, an employee may not be granted rights to purchase stock under our ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power of all classes of our stock.

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Grant of Rights

Under the ESPP, participants will be offered the option to purchase shares of our ~~common~~Common ~~stock~~Stock at a discount during one or more offering periods, which may be successive or overlapping and will be selected by the Board or Committee in its sole discretion with respect to which options will be granted to participants. The Board or Committee will designate the terms and conditions of each offering in writing, including the offering period, and may change the duration and timing of offering periods in its discretion. However, in no event may an offering period be longer than 27 months in length.

Option Price

The option purchase price will be designated by the ESPP administrator, but will not be less than 85% of the fair market value of a share of our ~~common~~Common ~~stock~~Stock on the applicable enrollment date or the applicable exercise date, whichever is lower.

Limitations on Purchase

As required by the Code, no eligible employee may purchase stock under the ESPP at a rate which, when aggregated with his or her other rights to purchase our ~~common~~Common ~~stock~~Stock, exceeds $25,000 in fair market value per year. Unless the administrator of the ESPP determines otherwise, employees are also limited in making elections under the ESPP to contributing no more than 15% of their “Compensation” (as defined in the ESPP) to the ESPP.

ESPP Amendment and Termination

The Board may, in its sole discretion, amend, suspend, or terminate the ESPP at any time. However, shareholder approval will be required for any amendment that (i) increases the maximum number of shares subject to the ESPP, (ii) changes the designation or class of eligible employees or (iii) would cause the ESPP to no longer be an “employee stock purchase plan” within the meaning of Section 423 of the Code. In the event that the administrator of the ESPP determines that the ongoing operation of the ESPP may result in unfavorable financial accounting consequences, the administrator may modify or amend the plan to reduce or eliminate those consequences. Upon termination of the ESPP, the balance in each participant’s plan account will be refunded as soon as practicable.

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no longer be an “employee stock purchase plan” within the meaning of Section 423 of the Code. In the event that the administrator of the ESPP determines that the ongoing operation of the ESPP may result in unfavorable financial accounting consequences, the administrator may modify or amend the plan to reduce or eliminate those consequences. Upon termination of the ESPP, the balance in each participant’s plan account will be refunded as soon as practicable.

Director Compensation Table

The following table presents the total compensation to our non-employee directors for the fiscal year ended December 31, 2024.

Name	Fees earned or paidin cash ($)		Option Awards($)(68)(79)		Total($)
Kirk Konert		—		—		—
Peter Schumacher(1)		—		—		—
Pamela Braden(2)		50,000		—		50,000
Peter Cannito(3)		50,000		—		50,000
Chris Emerson		50,000		—		50,000
Jed McCaleb		—		—		—
Jed McCaleb(4)		—		—		—
Thomas Markusic		—		—		—
Thomas Markusic(5)		—		—		—
William Weber(4)		—		—		—
William Weber(6)		—		—		—
Jason Kim(5)
Jason Kim(7)
Marc Weiser

(1)	Mr. Schumacher resigned from our board of directors on October 31, 2024.

(2) Ms. Braden resigned from our board of directors on October 31, 2024 and was reappointed in connection with our IPO.

(3)	Mr. Cannito resigned from our board of directors on October 31, 2024.

(4) Mr. ~~Weber~~McCaleb ~~received no additional compensation for his service as a director, and~~ resigned from our board of directors ~~effective as of July 13, 2024~~ in connection with ~~the~~our ~~termination of his employment as of Chief Executive Officer~~IPO. ~~Compensation for Mr. Weber is described above, including in the Summary Compensation Table.~~

~~(5)~~120 ~~Mr. Kim received no additional compensation for his service as a director. Compensation for Mr. Kim is described above, including in the Summary Compensation Table.~~

Name	Option Awards Outstandingas of December 31, 2024
Pamela Braden		50,000
Peter Cannito		50,000
Chris Emerson		50,000
Thomas Markusic		16,300,311

(5)	Mr. Markusic resigned from our board of directors in connection with our IPO.

(76) ~~Pamela~~Mr. ~~Braden~~Weber ~~exercised~~received ~~her~~no 50additional compensation for his service as a director and resigned from our board of directors effective as of July 13,~~000~~ ~~stock~~2024 ~~options~~in onconnection ~~May~~with 6the termination of his employment as of Chief Executive Officer. Compensation for Mr. Weber is described above, ~~2025~~including in the Summary Compensation Table.

(7)	Mr. Kim received no additional compensation for his service as a director. Compensation for Mr. Kim is described above, including in the Summary Compensation Table.

(8)	As of December 31, 2024, the aggregate number of stock options outstanding for each of the directors listed below were as follows:


Name	Option Awards Outstanding as of December 31, 2024
Pamela Braden		15,364
Peter Cannito		15,364
Chris Emerson		15,364
Thomas Markusic		5,008,699

(9)	Pamela Braden exercised her 15,364 stock options on May 6, 2025.

Narrative Disclosure to Director Compensation Table

The fees for non-employee directors Pamela Braden, Peter Cannito, and Chris Emerson in 2024 consisted of an annual cash retainer equal to $50,000. Certain of our directors also received grants of stock options, which vest in full on the first anniversary of the vesting commencement date.

Non-Employee Director Compensation Program

~~Following~~Each ~~the completion~~ of ~~this offering, we anticipate that each of~~ our non-employee directors ~~will receive~~receives an annual director fee, fees for attending meetings of the board of directors as well as committee meetings and equity awards in connection with their services. In addition, each director is reimbursed for out-of-pocket expenses in connection with his or her services.

~~144~~121

meetings and equity awards in connection with their services. In addition, each director will be reimbursed for out-of-pocket expenses in connection with his or her services. As of the time of this offering, we are evaluating the specific terms of our director compensation program.

145

PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of our ~~common~~Common ~~stock~~Stock ~~(i)~~ as of , ~~2025 and (ii)~~November ~~immediately following this offering~~10, as2025 ~~adjusted to reflect the sale of shares of common stock~~ by ~~us, in each case, by~~ the following individuals or groups:

•

each of our directors;

•

each of our Named Executive Officers;

•

all of our directors and executive officers as a group; and

• each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our ~~common~~Common ~~stock~~Stock.

The percentage ownership information shown in the table prior to this offering is based upon 159,251,122 shares of ~~common stock~~Common Stock outstanding as of November 10, 2025. The ~~percentage~~number ~~ownership~~of ~~information shown in the table after this offering is based upon~~ shares of ~~common~~Common ~~stock~~Stock ~~outstanding~~that asare ~~of ,~~outstanding ~~2025~~excludes ~~after giving effect to~~ (i) ~~the~~ ~~Preferred Stock Dividend which occured on~~ 24, ~~2025~~110,000 ~~(ii) the effectiveness of our amended and restated certificate of incorporation, (iii) the sale of~~ shares of ~~common~~Common ~~stock~~Stock byreserved usfor infuture ~~this~~issuance ~~offering~~under ~~upon~~our ~~the closing~~Equity ofIncentive ~~this offering~~Plan, ~~and~~ (ivii) ~~the~~ ~~conversion of shares of our preferred stock outstanding as of~~ 15, ~~2025~~560,131 ~~into an aggregate of~~ shares of ~~common~~Common ~~stock~~Stock ~~and (ii) the~~issuable ~~automatic~~upon ~~net~~ exercise of ~~warrants to purchase shares of common stock~~ outstanding asoptions ~~of ,~~with ~~2025,~~a atweighted anaverage exercise price of $ ~~per share~~1.3102, inor ~~each~~(iii) ~~case upon close of this offering~~646,464 ~~and does not include (i)~~ shares of ~~common~~Common ~~stock~~Stock reserved for ~~future~~ issuance ~~under our Equity Incentive Plan, or (ii) shares reserved for issuance~~ upon exercise of warrants to purchase preferred stock ~~outstanding~~at asan ~~of , 2025, and assuming no~~ exercise price of ~~the~~$21.1725 ~~underwriters’~~per ~~option~~share tooutstanding ~~purchase~~as ~~additional shares~~ of ~~our~~November 10, ~~common stock~~2025.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days. Under these rules, more than one person may be deemed beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. In addition, the rules include shares of ~~common~~Common ~~stock~~Stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exerc

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