FJET 10-Q/A
Starfighters Space, Inc. (FJET)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For the quarterly period ended
OR
For the transition period from __________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of organization) | (I.R.S. employer identification no.) |
| (Address of principal executive offices) | (Zip code) |
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(Registrant's telephone number, including area code)
505 Odyssey Way, Suite 203
Kennedy Space Center, Florida, USA 32952
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
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EXPLANATORY NOTE
We are filing this Amendment No. 1 to amend our Company’s previously issued unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025. We are amending our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025, to expand the disclosure included in certain notes thereto, as follows, in response to comments provided to us by Staff at the Corporation Finance Division of the SEC:
3. Summary of Significant Accounting Policies
w) Segment Reporting
We have expanded this note in compliance with FASB ASC 280 as amended by FASB ASU 2023-07, to:
- Identify our Company’s Chief Executive Officer as the Chief Operating Decision Maker (CODM);
- Disclose the significant segment expense categories that are regularly provided to the CODM;
- Identify the measure(s) of segment profit or loss used by our CODM to assess performance and allocate resources, and explain how the reported measure(s) are used by the CODM in evaluating the segment;
- Provide the amount and a qualitative description of other segment items included in our segment reporting; and
- Include reconciliations of total reportable segment measure(s) of profit or loss to consolidated income before taxes.
4. Property, Plant, and Equipment
We have expanded this note to include the following additional disclosure:
“The Company owns six F-104 aircrafts that were acquired through a common control transaction in 2022, which had zero carrying value at the time of acquisition from the transferring entity, and was carried at $nil upon recognition under ASC 805-50-30-5. The Company owns a seventh F-104 aircraft that was acquired in 2022 at no consideration. Accordingly, the Company reports zero carrying value on the F-104 aircrafts. The Company has full ownership and control over the aircrafts through SFII. The ownership rights and control over the aircrafts are not impacted by the recent resignation of the former Chief Executive Officer of the Company (Note 11).”
11. Commitments and Contingencies
Aerovision Aircraft Acquisition Agreement
We have expanded this note to include an assessment of recoverability of long-term deposits of $5,150,000 paid to Aerovision LLC for the acquisition of aircraft, and basis for determination that impairment is not required as of March 31, 2026.
12. Correction of Immaterial Errors
We had previously provided disclosure in note 12 regarding the correction of prior interim errors identified for the three months ended March 31, 2025. The previous disclosure consisted of a narrative description of these errors and discussed their directional impact on net loss and loss per share. This note has now been expanded to disclose the effect of the corrections on each financial statement line item for the prior interim period presented, as required by FASB ASC 250-10-50-7. We have provided tabular disclosure for the affected prior interim period, each line item impacted (including the resulting effect on net loss and net loss per share), showing the amount as previously reported, the amount of the correction, and the amount as corrected.
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The cumulative effect of the corrections on the Company's accumulated deficit as of March 31, 2025, was $215,479.
The Company assessed the materiality of each error, individually and in the aggregate, considering both quantitative and qualitative factors. Consistent with SEC Staff Accounting Bulletin No. 99, the Company did not rely on any single quantitative threshold but assessed materiality in light of the total mix of information available to a reasonable investor and, as required by FASB ASC 250-10-45-27, by reference to the estimated income for the three month period and the effect on the trend of earnings.
Based on such quantitative and qualitative analysis, the Company concluded that the errors, individually and in the aggregate, were not material to the previously issued interim financial statements for the three months ended March 31, 2025.
14. Amendments to Previously Issued Financial Statements
We have included this note 14 to provide a summary of the amendments to the previously issued unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.
As required by Rule 12b-15 under the Exchange Act, a new certification by the Company’s principal executive officer and principal financial officer are filed herewith as Exhibits 31.1 and 31.2 to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act and the new certification filed herewith as Exhibit 32.1 to this Amendment No. 1 pursuant to Rule 13a-14(b) or 15d-14(b) of the Exchange Act.
Except as described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Filing. Furthermore, this Amendment No. 1 does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Filing. As such, information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Filing was filed.
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Starfighters Space, Inc.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
5
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
We make statements in this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the federal securities laws. The words "believe," "estimate," "expect," "anticipate," "intend," "plan," "seek," "may," and similar expressions or statements regarding future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Quarterly Report or in the information incorporated by reference into this Quarterly Report.
The forward-looking statements included in this Quarterly Report on Form 10-Q are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, taking into account the information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes, and our actual results and performance could differ materially from those set forth in any forward-looking statements. The cautionary statements set forth in this Quarterly Report on Form 10-Q identify important factors which you should consider in evaluating our forward-looking statements. These factors include, without limitation:
- The Company operates in an evolving industry, making it difficult for the Company to forecast revenue, plan expenses, and evaluate its business and future prospects;
- The Company has a history of losses and may not be able to achieve profitability;
- The Company's ability to raise capital and the availability of future financing;
- The Company's business involves significant risks and uncertainties that may not be covered by insurance;
- The Company's business with governmental entities is subject to the policies, regulations, mandates, and funding levels of such entities and may be negatively impacted by any change thereto;
- The Company may not be successful in developing new technology, and technology the Company does develop may not meet the needs of its customers;
- The Company operates in competitive industries in various jurisdictions across the world;
- The Company is highly dependent upon the services of Tim Franta, the Company's newly-appointed Chief Executive Officer, and if the Company is unable to retain Mr. Franta, the Company's ability to compete could be harmed;
- Historically, the Company has been highly dependent on the services of Rick Svetkoff, the Company's former President and Chief Executive Officer, and it remains unclear whether his resignation on February 19, 2026, will adversely affect the Company's ability to compete in the long term;
- The Company depends on several specialized suppliers for the majority of specialized supply needs. Disruptions in the supply of key raw materials or component and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact the Company; and
- The other factors discussed under the heading "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on April 15, 2026 (the "2025 Annual Report"), and in this Quarterly Report and other filings we make with the SEC.
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You are cautioned not to place undue reliance on any forward-looking statements included in this Quarterly Report. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q, and the risk that actual results will differ materially from the expectations expressed in this Quarterly Report will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this Quarterly Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report will be achieved.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STARFIGHTERS SPACE, INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited - Stated in United States dollars)
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STARFIGHTERS SPACE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2026 (unaudited) |
December 31, 2025 |
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| Assets | ||||||
| Current assets | ||||||
| Cash | $ | $ | ||||
| Restricted cash | ||||||
| Short-term investments | ||||||
| Short-term investments - restricted | ||||||
| Due from related party | ||||||
| Due from shareholder | ||||||
| Prepaid expenses | ||||||
| Total current assets | ||||||
| Right of use assets - operating lease, net | ||||||
| Property, plant, and equipment, net of accumulated depreciation of $ |
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| Long-term deposits | ||||||
| Total assets | $ | $ | ||||
| Liabilities and Stockholders' Equity | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | $ | $ | ||||
| Deferred income | ||||||
| Lease liability | ||||||
| Grant payable | ||||||
| Related party notes payable | ||||||
| Total current liabilities | ||||||
| Lease liability - non-current | ||||||
| Total liabilities | $ | $ | ||||
| Commitments and contingencies - see Note 11 | ||||||
| Stockholders' Equity | ||||||
| Common stock, $ |
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| Additional paid-in-capital | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||
| Total stockholders' equity | ||||||
| Total liabilities and stockholders' equity | $ | $ |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
9
STARFIGHTERS SPACE, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
| Three months ended March 31, | ||||||
| 2026 | 2025 (as revised) |
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| Operating expenses | ||||||
| Advertising and promotion | $ | $ | ||||
| Bank and interest charges | ||||||
| Business development | ||||||
| Consulting fees | ||||||
| Contract labor and fuel | ||||||
| Depreciation | ||||||
| Directors' fees | ||||||
| Franchise tax | ||||||
| Insurance | ||||||
| Licenses | ||||||
| Listing fees | ||||||
| Management fees | ( |
) | ||||
| Office and administrative | ||||||
| Professional fees | ||||||
| Rent expense | ||||||
| Repairs and maintenance | ||||||
| Research and development | ||||||
| Travel and entertainment | ||||||
| Vehicle | ||||||
| Total operating expenses | ( |
) | ( |
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| Other income (expense) | ||||||
| Amortization of debt discount | ( |
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| Change in fair value of derivative liability | ( |
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| Grant income | ||||||
| Other income | ||||||
| Interest expense | ( |
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| Interest income | ||||||
| Loss on disposal of property, plant, and equipment | ( |
) | ||||
| Loss from misappropriation of assets | ( |
) | ||||
| Exchange loss | ( |
) | ( |
) | ||
| Total other income (expense) | ( |
) | ( |
) | ||
| Net loss | $ | ( |
) | $ | ( |
) |
| Weighted average number of shares - Basic and diluted | ||||||
| Net loss per share - Basic and diluted | $ | ( |
) | $ | ( |
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The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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STARFIGHTERS SPACE, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
| Common Stock | ||||||||||||||||||
| Number of Shares |
Amount | Common Stock Subscribed |
Additional Paid-In- Capital |
Accumulated Deficit |
Total Stockholders' Equity (Deficit) |
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| Balance, January 1, 2025 | ( |
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| Issuance of former stock subscriptions | ( |
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| Reg A financing subscriptions received | ||||||||||||||||||
| Reg A financing share issuance costs | - | ( |
) | ( |
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| Net loss | - | ( |
) | ( |
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| Balance, March 31, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
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| Balance January 1, 2026 | $ | $ | $ | $ | ( |
) | $ | |||||||||||
| Cashless exercise of warrants | ( |
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| RSUs vesting | ( |
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| Stock-based compensation | - | |||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( |
) | $ | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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STARFIGHTERS SPACE, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
| Three months ended March 31, | ||||||
| 2026 | 2025 (as revised) |
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| Cash flows from operating activities | ||||||
| Net loss | $ | ( |
) | $ | ( |
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| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation | ||||||
| Amortization of ROU asset | ||||||
| Unrealized gain on investments | ( |
) | ( |
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| Realized gain on investments | ( |
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| Amortization of debt discount | ||||||
| Change in fair value of derivative liability | ||||||
| Stock-based compensation | ||||||
| Loss on disposal of property, plant, and equipment | ||||||
| Changes in operating assets and liabilities: | ||||||
| Accrued interest | ||||||
| Accounts payable and accrued liabilities | ( |
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| Due from shareholder | ( |
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| Deferred income | ( |
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| Grant payable | ( |
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| Prepaid expenses | ( |
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| Lease liability | ( |
) | ( |
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| Net cash used in operating activities | ( |
) | ( |
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| Cash flows from investing activities | ||||||
| Additions to long-term deposits | ( |
) | ||||
| Purchase of short-term investments | ( |
) | ( |
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| Redemption of short-term investments | ||||||
| Net cash provided by (used in) investing activities | ( |
) | ||||
| Cash flows from financing activities | ||||||
| Proceeds from private placements | ||||||
| Cash paid for financing costs | ( |
) | ||||
| Net cash provided by financing activities | ||||||
| Decrease in cash and restricted cash | ( |
) | ( |
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| Cash and restricted cash, beginning of period | ||||||
| Cash and restricted cash, end of period | $ | $ | ||||
| Cash | $ | $ | ||||
| Restricted cash | ||||||
| Total cash and restricted cash, end of period | $ | $ | ||||
| Supplemental cash flow information | ||||||
| Income taxes paid | $ | $ | ||||
| Interest paid | $ | $ | ||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||
| Shares issued for common stock subscribed | $ | $ | ||||
| Deferred financing costs recognized as share issuance costs | $ | $ | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
Starfighters Space Inc. ("SFS" or the "Company") was incorporated on September 6, 2022, under the laws of the State of Delaware. On December 18, 2025, the Company successfully closed its initial public offering and the Company's common shares are now traded on the NYSE American LLC (the "NYSE American") under the trading symbol "FJET". The Company's registered office is held at 850 New Burton Road, Suite 201, Dover, DE 19904.
The Company's principal operating facility is located in Cape Canaveral, Florida. The Company operates from the NASA Kennedy Space Center in Florida, with an additional base of operations at Midland International Air & Space Port in Texas, and has a fleet of seven F-104 Fighter jets that are capable of flying MACH 2+. The Company is currently in the process of gaining a launch waiver and license for its first space launch to launch rockets carrying payloads for data testing from their jets into suborbital space. Upon successful suborbital space flight, the Company intends to develop infrastructure for orbital space launch. The Company has not yet commenced its principal operations as of March 31, 2026.
Risks and Uncertainties
Disruption of global financial markets and a recession or market correction, including the ongoing military conflicts between Russia and Ukraine and the related sanctions imposed against Russia as well as the escalating geopolitical tensions in the Middle East, the significant tariffs imposed by the United States on imports from other countries and other global macroeconomic factors such as inflation and rising interest rates, could reduce the Company's ability to access capital, which could in the future negatively affect the Company's liquidity and could materially affect the Company's business and the value of its common stock.
2. BASIS OF PRESENTATION
a) Basis of presentation
The accompanying unaudited condensed consolidated interim financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's audited financial statements and notes thereto as of and for the years ended December 31, 2025 and 2024 which report is dated April 15, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
As of March 31, 2026, the Company's subsidiaries were:
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Name of subsidiary |
Place of incorporation |
Incorporated |
Ownership |
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Starfighters International, Inc. (Florida) |
Florida, the United States |
December 3, 2018 |
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Starfighters, Inc. |
Florida, the United States |
November 16, 1995 |
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Starfighters International, Inc. (Texas) |
Texas, the United States |
March 29, 2024 |
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
2. BASIS OF PRESENTATION (CONTINUED)
b) Going concern
These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the three months ended March 31, 2026, the Company recorded a net loss of $
These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of the unaudited condensed consolidated interim financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan. These unaudited condensed consolidated interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.
As of March 31, 2026, the Company had cash in the amount of $
c) Functional and presentation currencies
These unaudited condensed consolidated interim financial statements of the Company are presented in United States dollars. The functional currency of the Company and its subsidiaries is the United States dollar.
d) Emerging growth company
The Company is an "Emerging Growth Company", as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
e) Use of estimates and judgments
The preparation of these unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires the Company's management to make judgments, estimates and assumptions about future events that impact the amounts reported in the unaudited condensed consolidated interim financial statements. Actual results may differ from these estimates.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies applied in the preparation of these unaudited condensed consolidated interim financial statements are consistent with the accounting policies disclosed in Note 3 of the Company's audited consolidated financial statements for the years ended December 31, 2025 and 2024.
a) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held with banks, and when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months. There are no cash equivalents as of March 31, 2026 or December 31, 2025. At times, the Company's cash balance exceeds the federally insured limits. The total uninsured cash and cash equivalents balance as of March 31, 2026 was $
b) Restricted cash
Restricted cash include: (i) deposits held with banks that are held as collateral for the corporate credit cards of the Company, with balances of $50,717 and $50,592 as of March 31, 2026 and December 31, 2025, respectively; and (ii) balances of $685,297 held with banks that are frozen or otherwise restricted due to ongoing disputes with the former CEO of the Company, as further discussed in Note 11.
c) Short-term investments
The Company's short-term investments are treasury notes and certificates of deposit with original maturities greater than 3 months and less than one year.
The treasury notes held by the Company as of March 31, 2026 have a balance of $
The certificates of deposit held by the Company as of March 31, 2026 have a balance of $
The short-term investments are level 1 investments in the fair value hierarchy. These securities are presented on the condensed consolidated interim balance sheets at fair value. Earnings from these securities are included in interest income on the unaudited condensed consolidated interim statements of operations. For the three months ended March 31, 2026, the Company recorded a gain on short-term investments of $
d) Due from Shareholder
The Company recognizes due from shareholder in relation to amounts that were transferred or withdrawn by the former CEO, who is also a significant shareholder, without approval from the Company's board of directors or audit committee. The amounts are recognized to the extent that the Company believes they are recoverable, as an offset against related party notes payable owed to the former CEO, his immediate family members, or entities controlled by them. Any excess amounts are recognized as a loss to misappropriation of assets in the unaudited condensed consolidated interim statements of operations.
As at March 31, 2026, the Company recognized $
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
e) Receivables and Allowance for Credit Losses
Receivables are carried at original invoice amount, less any estimate made for credit losses. The allowance for credit losses is the Company's best estimate of the amount of expected credit losses in the Company's existing receivables over the contractual term. We evaluate our exposure to credit loss on both a collective and individual basis. We evaluate such receivables on an individual customer basis and take into account any relevant available information, which begins with historical credit loss experience and consideration of current and expected conditions and market trends (such as general economic conditions, other microeconomic and macroeconomic considerations, etc.) and reasonable and supportable forecasts that could impact the collectability of such receivables over the contractual term individually or in the aggregate. Changes in circumstances relating to these factors may result in the need to increase or decrease our allowance for credit losses in the future. The allowance for credit losses was $
f) Financial instruments measurements and fair value of financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial instruments are accounted for in accordance with ASC 320, ASC 825 and ASC 815, as applicable. The Company's short-term investments are classified as trading securities and are measured at fair value, with unrealized gains and losses recognized in earnings.
Financial instruments, including cash, restricted cash, due from related party, accounts payable and accrued liabilities, and related party notes payable, are carried at their carrying values, which approximate fair value due to the short-term nature of these instruments.
Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Company has transferred all risks and rewards of ownership.
Financial liabilities are derecognized when the obligations specified in the contract are discharged, cancelled, or expire.
ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following, based on the nature of the valuation inputs:
- Level 1: quoted prices (unadjusted) for identical assets or liabilities in active markets;
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and,
- Level 3: one or more significant inputs used in a valuation technique are unobservable in determining fair values of the asset or liability.
Determination of fair value and the resulting hierarchy requires the use of observable market data where available. The classification of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. The Company determined that the derivative liability relating to the embedded conversion feature in the convertible notes is a Level 3 liability. See Note 6 for the significant inputs used and for a roll-forward of the Level 3 liability.
g) Derivative Liabilities
The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in the unaudited condensed consolidated interim statements of operations. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the condensed consolidated balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the condensed consolidated balance sheet date.
The Company uses the Monte Carlo simulation model to value derivative liabilities. This model uses Level 3 inputs in the fair value hierarchy established by ASC 820, Fair Value Measurement. The significant inputs and assumptions to the Monte Carlo simulation model are disclosed in Note 6.
h) Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred. Advertising expense for the three months ended March 31, 2026, was $
i) Loss per share
Basic earnings (loss) per share ("EPS") is calculated by dividing profit or loss attributable to ordinary equity holders (numerator) by the weighted average number of ordinary shares outstanding (denominator) during the period. The denominator is calculated by adjusting the shares issued at the beginning of the period by the number of shares bought back during the period, multiplied by a time-weighting factor.
Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive options and other dilutive potential units. The effects of anti-dilutive options and potential units are ignored in calculating diluted EPS. All options and potential units are considered anti-dilutive when the Company is in a loss position.
The Company has the following anti-dilutive securities as of March 31, 2026 and 2025:
| March 31, 2026 | March 31, 2025 | |||||
| Warrants | ||||||
| Options | ||||||
| Restricted Share Units | ||||||
As of March 31, 2025, due to the terms of the conversion option for the Note Payable (Note 5) and Convertible Debentures (Note 6), the Company could not predict the anti-dilutive shares for these instruments, and as such, they were excluded from the above table.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
j) Other income
The Company earns ancillary income from contracts with customers for pilot training and equipment testing. The income is recognized at a point in time which is upon the completion of the services, which the Company has determined is the completion of a flight. There is no variable consideration for these ancillary services.
From time to time, the Company receives consideration in advance of the services being rendered; this is presented as deferred income on the unaudited condensed consolidated interim balance sheet. The Company also extends credit for payments to be received for services provided; this is presented as receivables on the condensed consolidated interim balance sheet.
The following table summarizes the deferred income activity for the three months ended March 31, 2026 and year ended December 31, 2025:
| Balance as of January 1, 2025 | $ | ||
| Recognition of income recorded as deferred income as of December 31, 2025 | ( |
) | |
| Deferral of income billed during the year | |||
| Balance as of December 31, 2025 | $ | ||
| Recognition of income recorded as deferred income as of March 31, 2026 | ( |
) | |
| Deferral of income billed during the year | |||
| Balance as of March 31, 2026 | $ |
k) Grant income
The Company receives certain cost reimbursements from an economic development corporation in Texas (Note 11). The income is recognized at a point in time when the Company completes its obligations for entitling to such reimbursements, and included in grant income on the unaudited condensed consolidated interim statements of operations.
Amounts received by the Company that the Company is not yet entitled to, and subject to refunds, are recognized as a payable, until the Company's completion of its obligations to earn the reimbursements.
l) Research and Development
Research and development costs are expensed as incurred, in accordance with ASC 730, Research and Development. During the three months ended March 31, 2026, all of these costs are with a single vendor who performed contracted research and testing and consumed materials in research and development activities. The Company may also incur personnel-related costs, including salaries, benefits, and stock-based compensation, where applicable. Nonrefundable advance payments for research and development activities are capitalized and expensed as the related services are performed. Research and development expense for the three months ended March 31, 2026 and 2025, were $
m) Segment Reporting
ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas, and major customers.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is the Chief Executive Officer.
The Company has determined that it has a single operating and reportable segment comprising all of the Company’s operations, which is principally the operations of F-104 Fighter jets and development of infrastructure for orbital space launch. All of the Company’s operations are attributable to the United States.
The CODM receives and reviews financial information at the consolidated entity level. The Company uses one measure of performance and does not segregate the Company’s business for internal reporting. The key measure of segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s net loss before taxes, as presented in the Company’s consolidated statement of operations. Operating results and assets are reviewed by the CODM primarily for purposes of assessing financial needs of operations, making resource allocation decisions and for evaluating financial performance.
Segment assets are the same as consolidated total assets of $
The table below details the Company’s revenues, significant expenses, and other segment items and reconciles those amounts to the Company’s consolidated net loss before taxes as computed under U.S. GAAP in the Consolidated Statements of Operations:
|
Three months ended March 31, |
||||||
| 2026 | 2025 | |||||
| Revenue | $ | $ | ||||
| Less: | ||||||
| Consulting fees | ||||||
| Professional fees | ||||||
| Business development | ||||||
| Advertising and promotion | ||||||
| Contract labor and fuel | ||||||
| Research and development | ||||||
| Management fees | ( |
) | ||||
| Interest expense | ||||||
| Change in fair value of derivative liability | ||||||
| Amortization of debt discount | ||||||
| Loss to misappropriation of assets | ||||||
| Other segment items* | ||||||
| Net loss before taxes | $ | ( |
) | $ | ( |
) |
(*) Other segment items consists of travel and entertainment, rent expense, office and administrative expenses, insurance, directors' fees, franchise tax, vehicle expenses, listing fees, repairs and maintenance, depreciation, bank charges, licenses, other income, grant income, interest income, loss on disposal of PPE, and exchange loss, none of which is individually significant.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
4. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consist of the following:
| March 31, 2026 | December 31, 2025 | |||||
| Vehicle | $ | $ | ||||
| Aircraft improvements | ||||||
| Engines | ||||||
| Display aircraft | ||||||
| Accumulated depreciation | ( |
) | ( |
) | ||
| Net book value | $ | $ |
The Company owns six F-104 aircrafts that were acquired through a common control transaction in 2022, which had zero carrying value at the time of acquisition from the transferring entity, and was carried at $
Depreciation expense for the three months ended March 31, 2026 and 2025, was $
During the three months ended March 31, 2026, the Company disposed of a vehicle and recognized a loss on the disposal of $
5. NOTE PAYABLE
On February 16, 2012, the Company secured a loan with Space Florida in the amount of $
On September 16, 2022, the Company and Space Florida amended the agreement to extend the maturity date to November 1, 2033 and to increase the interest rate to
On November 1, 2024, the Company and Space Florida entered into an amendment to the loan to confirm that the rate of interest is
On December 18, 2025, the Company issued
Interest expense was $
6. CONVERTIBLE DEBENTURES
The convertible debentures bear interest at
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
6. CONVERTIBLE DEBENTURES (CONTINUED)
During the year ended December 31, 2023, the Company closed the secured convertible debenture financing as follows:
- Tranche 1, on February 24, 2023 for gross proceeds of $
- Tranche 2, on July 14, 2023 for gross proceeds of $
- Tranche 3, on September 15, 2023 for gross proceeds of $
- Tranche 4, on December 28, 2023 for gross proceeds of $
The convertible debentures were determined to be hybrid financial instruments comprised of a debt host liability and an embedded derivative liability, as under the conversion feature the number of shares that will or may be issued to settle the notes may vary. Upon issuance, the fair value of the debt host liability was determined to be $
The fair value of the initial derivative and the transaction costs incurred were recorded as debt discount and are amortized over the life of the convertible notes using the effective interest method.
During the year ended December 31, 2024, the Company closed the secured convertible debenture financing as follows:
- Tranche 5, on May 14, 2024 and August 15, 2024 for gross proceeds of $
The convertible debentures were determined to be hybrid financial instruments comprised of a debt host liability and an embedded derivative liability, as under the conversion feature, the number of shares that will or may be issued to settle the debentures may vary. Upon issuance, the fair value of the debt host liability was determined to be $
On December 19, 2024, holders of the convertible debentures approved an amendment to the debenture indenture, originally dated as of February 24, 2023, such that the maturity of the convertible debentures was extended from February 24, 2025 to December 31, 2025, and the convertible debentures bear interest of
On December 18, 2025, the debt was automatically converted into
Debt discount amortization during the three months ended March 31, 2025 was $
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
6. CONVERTIBLE DEBENTURES (CONTINUED)
A summary of convertible debt as of and for the year ended December 31, 2025 is as follows:
| Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | Tranche 5 | Total | |||||||||||||
| As of January 1, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||
| Amortization of debt discount | ||||||||||||||||||
| Interest | ||||||||||||||||||
| Conversion | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||
| As of December 31, 2025 | $ | $ | $ | $ | $ | $ |
A roll-forward of the derivative liability, which is categorized at Level 3 on the fair value hierarchy, for the year ended December 31, 2025 is as follows:
| Derivative liabilities | |||
| As of January 1, 2025 | $ | ||
| Change in fair value | |||
| Conversion | ( |
) | |
| As of December 31, 2025 | $ |
The key inputs used in the Monte Carlo model for the embedded conversion feature at initial measurement were as follows:
| Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | Tranche 5 | |||||||||||
| Risk-free interest rate | |||||||||||||||
| Expected term (years) | |||||||||||||||
| Expected volatility | |||||||||||||||
| Probability of an IPO | |||||||||||||||
| Stock price | $ | $ | $ | $ | $ |
The Company's use of a Monte Carlo simulation model required the use of the subjective assumptions:
| • |
The stock price was determined from a 409A valuation which determined that the market approach using the last price raised was the appropriate basis for the fair value of the common stock; |
|
|
• |
The volatility was derived from comparable public companies; |
|
|
• |
For the early redemption option the Company estimated this at 0% for all valuation dates. The Company estimated this default at 0% for all valuation dates; |
|
|
• |
The probability of a successful IPO occurring was based on management's best estimate; and |
|
|
• |
The conversion price is not subject to reset provisions for subsequent financing events. |
7. LEASES
On June 1, 2022, the Company entered into a one-year lease for hangar space. The lease agreement provided for four renewal terms of one year each. Management has determined that the renewals are likely to be utilized and the renewal terms are included in the calculation of the lease liability and right of use asset. In 2022, the Company recognized a right of use operating lease asset in the amount of $
On July 1, 2025, upon renewal of the hangar lease, the Company entered into an amendment to the lease agreement, providing for rental of additional hangar space for a proportionate increase of monthly rental costs. In 2025, the Company recognized the additional space as a separate right of use operating lease asset, in the amount of $
On October 1, 2025, the Company entered into an amendment of the lease for hangar space, which reduced hangar space under lease for a proportionate decrease in monthly rental costs, as well as extending the lease until May 2031. The rental cost will increase by
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
7. LEASES (CONTINUED)
Lease liabilities are measured at the commencement date based on the present value of future lease payments. As the Company's lease did not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a discount rate of
The discount rate is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of comparable value to the right-of-use asset in a similar economic environment. The discount rate therefore reflects what the Company "would have to pay", which requires estimation when no observable rates are available or where the applicable rates need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the discount using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates. The Company determined its discount rate based on the rate used by comparable public companies.
The following table presents net lease cost and other supplemental lease information:
| March 31, 2026 | March 31, 2025 | |||||
| Lease cost: | ||||||
| Operating lease cost | $ | $ | ||||
| Variable lease cost | ||||||
| Short term lease cost | ||||||
| Net lease cost | ||||||
| Cash paid for operating lease liabilities | $ | ( |
) | $ | ( |
) |
As of March 31, 2026 and December 31, 2025, the Company's lease liability is as follows:
| Lease liability | March 31, 2026 | December 31, 2025 | ||||
| Current portion of operating lease liability | $ | $ | ||||
| Long-term portion of operating lease liability | ||||||
| $ | $ | |||||
Future minimum lease payments to be paid by the Company as a lessee as of March 31, 2026 are as follows:
| Operating lease commitments and lease liability | |||
| 2026 (remaining) | $ | ||
| 2027 | |||
| 2028 | |||
| 2029 | |||
| 2030 | |||
| 2031 | |||
| Total future minimum lease payments | |||
| Discount | ( |
) | |
| Total | $ | ||
The lease has a remaining term of
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
8. STOCKHOLDERS' EQUITY
a) Common stock
Common stock activity during the three months ended March 31, 2026
On January 5, 2026, the Company issued an aggregate of
On January 9, 2026, the Company issued
On March 12, 2026, the Company issued
On March 28, 2026, the Company was obligated to issue
Common stock activity during the year ended December 31, 2025
On January 6, 2025, the Company closed a round of its Reg A Offering in relation to funds already received as of December 31, 2024 and issued
On February 27, 2025 and March 13, 2025, the Company closed two rounds of its Reg A Offering for gross proceeds of $
On April 11, 2025, the Company closed a round of its Reg A Offering and issued
On May 14, 2025, the Company closed a round of its Reg A Offering for gross proceeds of $
On July 23, 2025, the Company closed a round of its Reg A Offering and issued
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
8. STOCKHOLDERS' EQUITY (CONTINUED)
On December 17, 2025, the Company closed the final round of its Reg A Offering as its initial public offering and issued
On December 18, 2025, the Company issued
On December 18, 2025, the Company also issued
On December 26, 2025, the Company issued
On December 31, 2025, the Company issued
b) Warrants
A summary of Common Stock warrant activity during the three months ended March 31, 2026 is as follows:
|
Number of warrants |
Weighted average exercise price |
Weighted average remaining life in years |
Aggregate intrinsic value |
|||||||||
| Outstanding, January 1, 2026 | $ | $ | ||||||||||
| Exercised | ( |
) | ||||||||||
| Outstanding, March 31, 2026 | $ | |||||||||||
| Vested, March 31, 2026 | $ |
As previously noted, in connection with the 2025 Offerings, the Company was required to issue
|
|
December 31, 2025 |
|
Expected volatility |
|
|
Expected term (years) |
|
|
Risk-free interest rate |
|
|
Dividend yield |
The stock price in the model was based on a 409A valuation which determined that the market approach using the last price raised was the appropriate basis for the fair value of the common stock, the volatility was based on the historical volatility of comparable public companies, and the expected term is the life of the warrant.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
8. STOCKHOLDERS' EQUITY (CONTINUED)
c) Options
A summary of Common Stock option activity during the three months ended March 31, 2026 is as follows:
|
Number of options |
Weighted average exercise price |
Weighted average remaining life in years |
Aggregate intrinsic value |
|||||||||
| Outstanding, January 1, 2026 | $ | $ | ||||||||||
| Forfeited | ( |
) | ||||||||||
| Outstanding, March 31, 2026 | $ | |||||||||||
| Vested, March 31, 2026 | $ | - | $ |
On August 12, 2025, the Company granted
On September 29, 2025, the Company granted
No options were granted during the three months ended March 31, 2026.
During the three months ended March 31, 2026, the Company recognized negative stock compensation of ($
The Company valued the stock options using the Black-Scholes model. Based on the below inputs, the Company determined that the options had a fair value of $
| December 31, 2025 | |
|
Expected volatility |
|
|
Expected term (years) |
|
|
Risk-free interest rate |
|
|
Dividend yield |
|
The stock price in the model was based on a 409A valuation which determined that the market approach using the last price raised was the appropriate basis for the fair value of the common stock, the volatility was based on the historical volatility of comparable public companies, and the expected term applied the simplified method under ASC 718, and is the midpoint between vesting date and expiration date of the options.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
8. STOCKHOLDERS' EQUITY (CONTINUED)
d) Restricted share units ("RSUs")
A summary of RSU activity during the three months ended March 31, 2026 is as follows:
|
Number of RSUs |
|||
| Outstanding, January 1, 2026 | |||
| Vested | ( |
) | |
| Outstanding, March 31, 2026 |
On August 12, 2025, the Company granted
Among the RSUs granted to each recipient,
During the year ended December 31, 2025,
During the three months ended March 31, 2026, an additional
No RSUs were granted during the three months ended March 31, 2026 and 2025.
The Company recognized $
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
9. RELATED PARTY TRANSACTIONS
Due From Related Party
As of March 31, 2026, $
As of March 31, 2026, $
Management Fees
During the three months ended March 31, 2026 and 2025, management fees of $
Consulting Fees
During the three months ended March 31, 2026 and 2025, the Company incurred an expense of $
During the three months ended March 31, 2026 and 2025, the Company incurred an expense of $
Contract Labor
During the three months ended March 31, 2026 and 2025, the Company incurred expenses of $
Director Fees
During the three months ended March 31, 2026 and 2025, directors fees of $
Professional Fees
During the three months ended March 31, 2026 and 2025, the Company incurred professional fee expenses of $
During the three months ended March 31, 2026 and 2025, the Company incurred professional fee expenses of $
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
9. RELATED PARTY TRANSACTIONS (CONTINUED)
Stock-based Compensation
During the three months ended March 31, 2025, the Company recognized no stock-based compensation, as there were no Options nor RSUs issued.
During the year ended December 31, 2025, the Company granted the following Options and RSUs to related parties:
During the three months ended March 31, 2026, the Company incurred stock-based compensation arising from RSUs amounting to $
During the three months ended March 31, 2026, the Company incurred stock-based compensation arising from options amounting to negative $
Notes Payable
On August 14, 2010, Company entered into a loan agreement with the former CEO, who is also a significant shareholder, in the amount of $
On August 14, 2010, the Company entered into a loan agreement with an entity owned by the spouse of the former CEO, who is also a significant shareholder, in the amount of $
On August 1, 2022, the Company entered into a loan agreement with the former CEO, who is also a significant shareholder, in the amount of $
10. INCOME TAXES
The Company did not record any income tax provision or benefit for the three months ended March 31, 2026 and 2025. The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of its deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying unaudited condensed consolidated interim financial statements.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
11. COMMITMENTS AND CONTINGENCIES
Midland Economic Development Agreement
On October 7, 2024, the Company entered into an economic development agreement (the "Economic Development Agreement") with Midland Development Corporation ("MDC"), whereby MDC has agreed to provide certain incentives to the Company for (i) expansion of its business operations to the Midland International Air & Space Port ("KMAF"), (ii) creation and retention of primary jobs within the corporate limits of the City of Midland, and (iii) relocation of certain capital assets and equipment at the Midland International Air & Space Port. In connection with the Economic Development Agreement, the Company has a commitment to enter into certain temporary, short-term, and long-term hangar leases at KMAF, and the MDC would provide reimbursements of lease payments until a long-term hangar lease is being entered into. For the three months ended March 31, 2026 and 2025, the Company incurred short-term rent expenses of $
During the three months ended March 31, 2026, the Company received from MDC advances of $
For the three months ended March 31, 2026 and 2025, the Company is entitled to grant income related to reimbursement of these costs of $
Pending Litigation with Rick Svetkoff, former CEO and Director
On April 9, 2026, Rick Svetkoff, former CEO and Director, filed a complaint against the Company, and its board members in the 18th Judicial Circuit in Brevard County, Florida. The complaint alleges that the defendants breached fiduciary duty, deceptive business practices, and improper control and alteration of corporate records and is seeking $
On February 19, 2026, Rick Svetkoff, the former CEO and Director, and Brenda Svetkoff, former Secretary and spouse of the former CEO, voluntarily resigned from the Company. On February 3, 2026 and February 17, 2026, Rick Svetkoff withdrew and transferred funds amounting to $
Aerovision Aircraft Acquisition Agreement
On October 31, 2024, the Company entered into an aircraft acquisition agreement ("Aircraft Agreement") with Aerovision LLC ("Aerovision"), pursuant to which the Company agreed to purchase from Aerovision various used aircrafts and associated spare equipment (the "Aircraft Transactions") in phases. The subject aircraft for acquisition pursuant to the Aircraft Agreement are: (i) twelve F-4 Phantom II aircraft, (ii) one MD-83 with U.S. Federal Aviation Administration ("FAA") Registration N572AA, and (iii) one DC-9 with FAA Registration N932NA. The twelve F-4 Phantom II aircraft have recently been decommissioned by the Republic of Korea Air Force, and will have to be registered with the FAA after they are imported into the United States from South Korea.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Aircraft Agreement requires an initial deposit advance in the amount of $
On January 28, 2025, the Company and Aerovision verbally agreed to amend the Aircraft Agreement regarding the Aircraft Transactions, pursuant to which: (i) the Company may elect not to proceed with Phase 3 and/or Phase 4; (ii) the initial deposit advance of $
If all four phases of the Aircraft Agreement are completed, the total cost of the agreement will be $
As of March 31, 2026, Aerovision has not provided any information as to the availability of any of the F-4 Phantom II aircraft contemplated to be purchased by the Company, and all recent attempts by the Company to contact Aerovision have been unsuccessful. The Company is currently reviewing what remedies might be available under the Aircraft Agreement.
In considering the recoverability of the deposits to Aerovision, the Company considered the lack of communication from Aerovision as an impairment indicator, as analogized from ASC 360-10-35, and applied the recognition and measurement framework in ASC 450-20-25 to evaluate whether a loss was probable and estimable as of March 31, 2026, in relation to the probability of recoverability.
The Company considered the following factors:
- it is unclear whether the lack of communication will be temporary or a persistent pattern;
- there was previous apparent progress in sourcing appropriate aircraft for purchase demonstrated to the Company;
- the Company is in early stages in regard to consideration of available remedies and yet to initiate legal proceedings as of March 31, 2026;
- the Company has a valid legal claim to the amounts given Aerovision has yet to deliver consideration as agreed upon in the Aircraft Agreement in relation to the deposits made by the Company; and,
- no other information came to the attention of the Company indicating Aerovision was unable to perform.
The Company concluded that it was reasonably possible, but not probable, that the deposit may be impaired, based on information available as of the date of issuance of these financial statements, as such, an impairment was not recognized as of March 31, 2026. The Company will revisit this assessment each subsequent reporting period as new facts and information become available.
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Pending Litigation with Mountain CI Holdings Ltd.
On April 17, 2026, Mountain CI Holdings Ltd. filed a complaint against the Starfighters, Inc., a subsidiary of the Company, in the 18th Judicial Circuit in Brevard County, Florida. The plaintiff is seeking $
Flagship Bank Account Restrictions
Due to ongoing dispute and a legal complaint filed by Rick Svetkoff, former CEO and Director, on April 9, 2026, Flagship Bank has placed restrictions on all accounts held by Starfighters International, Inc., a Florida subsidiary of the Company. As such, the Company reports cash of $
Regions Bank Account Restrictions
Due to ongoing dispute with Rick Svetkoff, former CEO and Director, over the control of bank accounts, Regions Bank has formally notified the Company on May 15, 2026, that it has placed restrictions on all accounts held by Starfighters International, Inc., a Texas subsidiary of the Company. As such, the Company reports cash of $
12. CORRECTION OF IMMATERIAL ERRORS
As disclosed in our Form 1-SA filed on September 29, 2025, Form 10-K filed on April 15, 2026, and Form 10-K/A filed on July 21, 2026, certain revisions, noted below, were necessary to the previously filed financial statements for the three months ended March 31, 2025.
The Company determined $
The Company also determined research and development expenses of $
A tabular presentation of each affected prior interim period, for each line item impacted, showing the amount as previously reported, the amount of correction, and the amount as corrected, is as follows:
Unaudited condensed consolidated interim statement of operations for the three months ended March 31, 2025
| Line item | As previously reported | Adjustment | As corrected | ||||||
| Research and development expenses | |||||||||
| Total operating expenses | |||||||||
| Grant income | |||||||||
| Net loss | |||||||||
| Loss per share |
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
12. CORRECTION OF IMMATERIAL ERRORS (CONTINUED)
Unaudited condensed consolidated balance sheet as of March 31, 2025
| Line item | As previously reported | Adjustment | As corrected | ||||||
| Grant receivable | |||||||||
| Total current assets | |||||||||
| Total assets | |||||||||
| Accounts payable and accrued liabilities | |||||||||
| Total current liabilities | |||||||||
| Total liabilities | |||||||||
| Accumulated deficit | ( |
) | ( |
) | ( |
) | |||
| Total stockholders' equity (deficit) | ( |
) | ( |
) | ( |
) |
Unaudited condensed consolidated statement of cash flows as of March 31, 2025
| Line item | As previously reported | Adjustment | As corrected | ||||||
| Net loss for the year | ( |
) | ( |
) | ( |
) | |||
| Changes in non-cash working capital: Accounts payable and accrued liabilities | ( |
) | ( |
) | |||||
| Grant receivable | ( |
) | ( |
) | |||||
| Net cash used in operating activities | ( |
) | ( |
) |
Unaudited condensed consolidated interim statements of changes in stockholders' equity (deficit) as of March 31, 2025
| Line item | As previously reported | Adjustment | As corrected | ||||||
| Accumulated deficit | ( |
) | ( |
) | ( |
) | |||
| Total stockholders' equity (deficit) | ( |
) | ( |
) | ( |
) |
For the three months ended March 31, 2025, the corrected net loss is $
The Company evaluated the corrections and has determined their impacts were immaterial, individually and in aggregate, to the previously issued unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025.
13. SUBSEQUENT EVENTS
On April 2, 2026, the Company issued
On April 9, 2026, former CEO and Director, Rick Svetkoff filed a complaint against the Company, and its board members in the 18th Judicial Circuit in Brevard County, Florida. The complaint alleges that the defendants breached fiduciary duty, deceptive business practices, and improper control and alteration of corporate records and is seeking $
Effective May 11, 2026, the Board of Directors of the Company appointed Jose Arias as the Company’s Vice President, Space Operations. In connection with the appointment, the Company is to pay a one-time sign-on bonus of $
STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
14. AMENDMENTS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company has amended the previously issued unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025 to expand disclosures in response to comments provided to the Company by Staff at the Corporation Finance Division of the SEC.
Amendments include:
- Note 3 – Summary of Significant Accounting Policies, addition of paragraph (m) for disclosures regarding segment reporting;
- Note 4 – Property, Plant, and Equipment, addition of disclosure regarding the ownership and accounting recognition of the Company’s F-104 aircrafts acquired in 2022;
- Note 11 – Commitments and contingencies, addition of assessment of recoverability of long-term deposit with Aerovision, under the heading “Aerovision Aircraft Acquisition Agreement”; and
- Note 12 – Correction of Immaterial Errors, addition of tabular presentation to disclose effect of correction on each financial statement line item for prior interim period presented, showing the amounts as previously reported, the amount of correction, and the amount as corrected.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following management's discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated interim financial statements and the related notes contained therein which have been prepared in accordance with US GAAP. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections titled "Risk Factors" and "Statements Regarding Forward-Looking Information" appearing elsewhere in this discussion and analysis. All figures are in US dollars unless otherwise noted. Unless the context otherwise requires, for the purposes of this section, "Starfighters", "we", "us", "our", or the "Company" refer to Starfighters Space, Inc. and its subsidiaries.
Company Overview
The Company was founded and incorporated under the laws of the State of Delaware on September 6, 2022. On December 17, 2025, the Company successfully closed its initial public offering and on December 18, 2025, our common shares were listed for trading on the NYSE American under the trading symbol "FJET". Our goal is to make space accessible to entrepreneurs, researchers, industry participants, and the government at a high cadence and the right cost.
Our principal operating facility, head office and mailing address is located at 505 Odyssey Way, Suite 101, Kennedy Space Center, Florida, 32953 and our phone number is 321-261-0900. Our registered and records office is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. Our website address is https://starfightersspace.com/.
We operate the world's only commercial fleet of flight-ready F-104 supersonic aircraft. Recent increases in government expenditures and commercial investment are driving growth in the space economy. This increase has created a demand for services such as the National Aeronautics and Space Administration ("NASA") owned F-104s used to provide. To our knowledge, there is currently no other commercially available aircraft to the public with the capabilities of the Lockheed F-104 in terms of speed and climbing performance. We plan to fulfill these needs through a fleet of seven (7) F-104 aircraft. Based at NASA's Kennedy Space Center, the aircraft provide the following four groups of services:
- Launch Services and Access to Space;
- Research and Development (R&D) and Test and Evaluation (T&E) Test Bed;
- Defense, Civil, Academic and Commercial Services; and
- Pilot and Astronaut Training.
Recent Developments
Successful completion of wind tunnel testing for STARLAUNCH 1
On January 21, 2026, we announced the successful completion of wind tunnel testing of STARLAUNCH 1, a key technical milestone in our air-launched rocket development efforts.
The completed test campaign evaluated separation of the STARLAUNCH 1 vehicle from the Starfighters' aircraft platform across both subsonic and supersonic conditions. Using a combination of computational fluid dynamics (CFD) analysis and experimental wind tunnel testing, we assessed separation behavior at Mach 0.85 and Mach 1.3. Across all test conditions, clean separation was demonstrated with no adverse aerodynamic interactions observed.
The wind tunnel campaign consisted of ten successful runs, conducted at both subsonic and supersonic speeds. Experimental results showed strong agreement between CFD predictions and measured forces and moments, confirming the accuracy of Starfighters' aerodynamic models and separation simulations.
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Testing was conducted at the FAMU/FSU Joint College of Engineering Polysonic Wind Tunnel. The correlation between simulation and experimental data represents an important risk-reduction step as the program transitions from analytical validation toward physical test articles.
Based on the completed testing, we have initiated the next procedural step in the program by moving forward with the procurement of instrumented drop test articles. These articles are intended to support further evaluation of separation dynamics under flight conditions and will incorporate onboard sensors and telemetry systems.
STARLAUNCH 1 is being developed as a sub-orbital vehicle designed to support short-duration microgravity missions and serves as a pathfinder for future air-launched concepts. In parallel, the validated separation work also supports our broader aerospace testing services, including programs where clean separation is required for advanced and hypersonic vehicle testing.
Current Status of Aerovision Aircraft Acquisition Agreement
Our wholly owned subsidiary, Starfighters International, Inc. ("SFII"), is party to an aircraft acquisition agreement dated October 31, 2024, and amended on January 28, 2025 (as amended, the "Aircraft Agreement"), with Aerovision LLC, a Florida limited liability company ("Aerovision"), pursuant to which SFII agreed to purchase from Aerovision various used aircraft and associated spare equipment in phases. The subject aircraft for acquisition pursuant to the Aircraft Agreement originally included twelve F-4 Phantom II aircraft that had been decommissioned by the Republic of Korea Air Force.
The Aircraft Agreement required an initial deposit advance in the amount of $5,000,000, payable in two instalments of $2,500,000 each, with the first payment to be made on or before January 31, 2025 and the second payment to be made within 10 days of Aerovision executing a binding agreement to acquire a minimum of eight F-4 Phantom II aircraft from one or more alternative suppliers when it became uncertain whether the F-4 Phantom II aircraft originally identified for acquisition by SFII were, in fact, available.
SFII paid the two instalments of the initial deposit advance to Aerovision, totaling $5,000,000, on January 24, 2025, and March 3, 2025. However, Aerovision has not provided any information as to the availability of any of the F-4 Phantom II aircraft contemplated to be purchased by SFII, and all recent attempts by our Company to contact Aerovision have been unsuccessful. We, acting through SFII, are reviewing what remedies might be available under the Aircraft Agreement.
Resignations of Rick Svetkoff and Brenda Svetkoff
On February 19, 2026, our Board of Directors received by email a resignation letter pursuant to which Rick Svetkoff resigned as the Chief Executive Officer, President, Chairman and director of the Company. In his resignation letter, Mr. Svetkoff indicated that his disagreement with the Board and the Company related to the operations, policies and practices of the Company acting through the Board led to his decision to resign from all officer positions and as a director of the Company. Although Mr. Svetkoff's resignation has not materially affected our day-to-day operations, it remains unclear at this time whether his departure will adversely affect our ability to compete in the long term.
Also, on February 19, 2026, the Board received by email a resignation letter from Brenda Svetkoff, the spouse of Mr. Svetkoff, pursuant to which Mrs. Svetkoff resigned as the Secretary of the Company. In her resignation letter, Mrs. Svetkoff indicates that her disagreement with the Board and the Company related to the operations, policies and practices of the Company acting through the Board led to her decision to resign from acting as the Secretary of the Company.
Copies of the resignation letters received from Mr. and Mrs. Svetkoff were included as Exhibits 17.1 and 17.2, respectively, to the Company's current report on Form 8-K, as filed with the SEC on February 25, 2026.
The Company respectfully disagrees with the substance of and the assertions and characterizations that are contained in the resignation letters of Mr. Svetkoff and Mrs. Svetkoff.
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Appointment of Tim Franta as Chief Executive Officer
On February 22, 2026, following the resignation of Mr. Svetkoff as the Chief Executive Officer, President and Chairman, the Board of Directors at a meeting appointed Tim Franta, then a current director and the VP Development, as the Chief Executive Officer of the Company. In addition to assuming his new duties as Chief Executive Officer, Mr. Franta continues to serve the Company as a director and VP Development.
Pending Litigation with Rick Svetkoff
On April 9, 2026, Richard "Rick" Svetkoff filed a complaint in the 18th Judicial Circuit in and for Brevard County, Florida (Case No. 26TC-245660994), against the Company, Timothy Franta (the Company's current CEO and a board member), board members Sean Bromley, Brian Goldmeier and Geoffrey "Hak" Hickman, and Flagship Bank as trustee for funds held in the name of the Company's wholly-owned subsidiary, SFII. Mr. Svetkoff previously served as the Company's CEO, President and Executive Chairman, and as a Director, until his voluntary resignation from these positions on February 19, 2026. Following his resignation, the Company removed Mr. Svetkoff as an officer and director of SFII, a corporation formed under the laws of the State of Florida, and Starfighters International, Inc., a corporation formed under the laws of Texas, on March 9, 2026, and caused Articles of Amendment to be filed for SFII with the Florida Secretary of State office on March 27, 2026. In addition, the Company removed Mr. Svetkoff as an officer and director of Starfighters, Inc. ("SI"), a corporation formed under the laws of the State of Florida, on April 2, 2026, and caused Articles of Amendment to be filed for SI with the Florida Secretary of State office on April 3, 2026.
Mr. Svetkoff's complaint asserts three counts: (i) a claim for breach of fiduciary duty against the director defendants alleging, among other things, self-dealing, mismanagement of assets, and failure to act in good faith that seeks damages alleged to exceed $26,000,000, as well as equitable relief, including removal of certain directors; (ii) a claim under the Florida Deceptive and Unfair Trade Practices Act, alleging that the Company and Mr. Franta improperly used certain corporate entities and related assets to divert business and to trade on plaintiff’s goodwill, and injunctive relief, damages, to be determined at trial, attorneys' fees and transfer of the domain name starfighters.net; and (iii) a claim for injunctive relief relating to alleged changes to corporate records and control over certain assets, including funds held at Flagship Bank.
The Company denies all of the allegations of the complaint and intends to vigorously defend itself. The Company also conducted an internal review regarding certain transactions and activities involving Mr. Svetkoff both prior to and following his resignation. The Company contends that Mr. Svetkoff opened an offshore bank account in the Company's name at Hamilton Reserve Bank of St. Kitts and Nevis and transferred approximately $1.0 million of SFII's funds into that account without authorization, though the funds were subsequently returned and such account was closed. The Company also identified several issues related to banking transactions in SFII’s accounts at Flagship Bank in February 2026, including, but not limited to, unauthorized withdrawals and transfers of funds in the aggregate amount in excess of $1.9 million to Mr. Svetkoff and RLB Aviation, Inc., a corporation owned by Mr. Svetkoff's wife, Brenda Svetkoff, as well as for rental payments for a residential private property, without approval of the Company's Board of Directors or audit committee. In May 2026, the Company discovered a further bank account opened in 2024 which the Company contends was without approval of the Company’s Board of Directors or audit committee by Mr. and Mrs. Svetkoff, which processed Company funds, and had $5,788 withdrawn and not returned to the Company’s treasury, upon account closure in March 2025. Such amounts total to $1,921,159, which the Company intends to pursue a recovery of.
The Company is preparing to file a response to the complaint and is evaluating potential counterclaims and other claims against Mr. Svetkoff and related parties, which may include claims for conversion, misappropriation of corporate assets, and breach of fiduciary duty. The Company reserves all rights and defenses in connection with this matter, cannot predict the outcome of this matter, and an adverse result could have a material adverse effect on the Company business, financial condition, cash flows, or results of operations.
In relation to this pending litigation and ongoing dispute over controls of bank accounts, Flagship Bank has placed restrictions on all accounts held by SFII with the bank, which held cash and short-term investments totaling over $1.1 million.
In addition, due to ongoing dispute over control of bank accounts, Regions Bank has also placed restrictions on all accounts held by our Texas subsidiary with the bank, which held cash and short-term investments totaling approximately $0.2 million.
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Results of Operations - Three Months Ended March 31, 2026, Comparison Against the Three Months Ended March 31, 2025
| For the three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Operating expenses | ||||||
| Advertising and promotion | $ | 508,462 | $ | 81,173 | ||
| Bank and interest charges | 2,456 | 4,027 | ||||
| Business development | 144,015 | 180,000 | ||||
| Consulting fees | 1,124,862 | 390,350 | ||||
| Contract labor and fuel | 331,116 | 185,775 | ||||
| Depreciation | 88,588 | 5,080 | ||||
| Directors' fees | 44,000 | 42,000 | ||||
| Franchise tax | 10,069 | - | ||||
| Insurance | 205,754 | 21,157 | ||||
| Licenses | - | 450 | ||||
| Listing fees | 233,149 | 3,049 | ||||
| Management fees | (347,410 | ) | 75,000 | |||
| Office and administrative | 47,320 | 78,125 | ||||
| Professional fees | 1,331,822 | 192,414 | ||||
| Rent expense | 130,753 | 102,751 | ||||
| Repairs and maintenance | 2,379 | 5,994 | ||||
| Research and development | 83,263 | 255,479 | ||||
| Travel and entertainment | 113,140 | 255,454 | ||||
| Vehicle | 114 | 1,275 | ||||
| Total operating expenses | (4,053,852 | ) | (1,879,553 | ) | ||
| Other income (expense) | ||||||
| Amortization of debt discount | - | (117,067 | ) | |||
| Change in fair value of derivative liability | - | (704,662 | ) | |||
| Other income | 15,000 | 87,900 | ||||
| Grant income | 24,000 | 40,000 | ||||
| Interest expense | - | (118,410 | ) | |||
| Interest income | 150,788 | 42,775 | ||||
| Loss on disposal of property, plant, and equipment | (4,603 | ) | - | |||
| Loss from misappropriation of assets | (395,033 | ) | - | |||
| Exchange loss | (5,431 | ) | (4,090 | ) | ||
| Total other income (expense) | (215,279 | ) | (773,554 | ) | ||
| Net loss | $ | (4,269,131 | ) | $ | (2,653,107 | ) |
During the three months ended March 31, 2026, we incurred a net loss of $4,269,131 compared to net loss of $2,653,107 for the three months ended March 31, 2025. An analysis of the increase in net loss of $1,616,024 including the major components of our results for the periods, is below.
Advertising and promotion
During the three months ended March 31, 2026, we incurred advertising and promotion expenses of $508,462 compared to $81,173 for the three months ended March 31, 2025, an increase of $427,289 year over year. During the three months ended March 31, 2026, the Company embarked on a public relations campaign to raise awareness about its brand and business following the Company's listing on the NYSE American, whereas the Company incurred lower ongoing public relations expenses during the three months ended March 31, 2025. Furthermore, in 2026, advertising and promotion expenses also include $10,287 in stock-based compensation related to RSUs issued in 2025 to a marketing consultant. There was no stock-based compensation in the comparative period.
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Business development
During the three months ended March 31, 2026, we incurred business development expenses of $144,015 compared to $180,000 for the three months ended March 31, 2025. The current period expenditure is solely stock-based compensation related to RSUs issued in 2025 to a business development advisor of the Company, which will vest by June 2026. In the comparative period, such expenses were paid in cash and were incurred for corporate advisory and investor outreach activities associated with the Company's then-ongoing financing and listing efforts through its Regulation A financing.
Consulting fees
During the three months ended March 31, 2026, we incurred consulting fees of $1,124,862 compared to $390,350 for the three months ended March 31, 2025, an increase of $734,512 year-over-year. In the current quarter, consulting fees include $984,060 in stock-based compensation related to options and RSUs issued during the previous year. There was no stock-based compensation in the comparative period. Cash-based consulting fees were $140,802, which was a decrease of $249,548 compared to the prior year. In the comparative period, the Company incurred certain corporate advisory and consulting expenses in relation to its go-public efforts, which were not repeated in Q1 2026, following the successful completion of the Company's IPO in December 2025.
Contract labor and fuel
During the three months ended March 31, 2026, we incurred contract labor and fuel expenses of $331,116 compared to $185,775 for the three months ended March 31, 2025, an increase of $145,341 year-over-year. In the current quarter, contract labor and fuel include $143,744 in stock-based compensation related to options issued in 2025 to members of the operations team based at Kennedy Space Center. There was no stock-based compensation in the comparative period. The cash-based expenses for contract labor and fuel remained consistent year-over-year with similar level of flight activities undertaken in the current year.
Directors' fees
During the three months ended March 31, 2026, we incurred directors' fees of $44,000 compared to $42,000 for the three months ended March 31, 2025, which is relatively consistent year-over-year.
Insurance
During the three months ended March 31, 2026, we incurred insurance expense of $205,754 compared to $21,157 for the three months ended March 31, 2025, an increase of $184,597. Insurance expenses of the Company included coverages for its operations of F-104 aircrafts, as well as directors' and officers' ("D&O") coverages. The increase is mainly due to increased D&O coverages connected to the Company's listing on the NYSE American.
Management fees
Management fees for the three months ended March 31, 2026 were ($347,410) compared to expense of $75,000 for the three months ended March 31, 2025, a decrease of $422,410 year-over-year. In the current quarter, the Company paid cash management fees of $50,000 to the Company’s former CEO for overseeing the day to day operations, netted off by a reversal of previously-recognized stock-based compensation of $397,410 related to options previously issued but forfeited by the Company’s former CEO upon his resignation in February 2026. There was no stock-based compensation in the comparative period.
Office and administrative
During the three months ended March 31, 2026, we incurred office and administrative expenses of $47,320 compared to $78,125 for the three months ended March 31, 2025, a decrease of $30,805 year-over-year. The decrease in administrative expenses is correlated to the reduced level of administrative work required, following the Company's successful completion of its IPO.
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Listing fees
During the three months ended March 31, 2026, we incurred listing fees of $233,149 compared to $3,049 for the three months ended March 31, 2025, an increase of $230,100 year-over-year. Listing fees reflect public company costs of the Company, including transfer agent expenses, periodic fees for maintaining listings on the NYSE American, expenditures for public filings, among others. The year-over-year increase reflects increased ongoing obligations of the Company following the completion of its IPO in December 2025 to become a public company.
Professional fees
During the three months ended March 31, 2026, we incurred professional fees of $1,331,822 compared to $192,414 for the three months ended March 31, 2025, an increase of $1,139,408 year-over-year. In the current quarter, professional fees included $912,078 in stock-based compensation related to options and RSUs issued in 2025 for services from a number of individuals, including the Company's CFO, and cash fees of $419,744. There was no stock-based compensation in the comparative period. The year-over-year increase relates to additional legal, audit, and accounting fees incurred to fulfill the Company's increased reporting obligations as a result of becoming a public company in December 2025, as well as increased legal expenditures related to disputes the Company is party to, including those involving the Company's former CEO, the Aircraft Agreement, and access to certain bank accounts of the Company's subsidiaries in relation to the resignation of the Company's former CEO.
Rent expense
During the three months ended March 31, 2026, we incurred rent expense of $130,753 compared to $102,751 for the three months ended March 31, 2025, an increase of $28,002 year-over-year. The Company entered into a new short-term lease for a new temporary hangar lease in Texas commencing June 2025, resulting in an increase in rent expense incurred.
Repairs and maintenance
During the three months ended March 31, 2026, we incurred repair and maintenance expenses of $2,379 compared to $5,994 for the three months ended March 31, 2025, a decrease of $3,615, which remained relatively consistent year over year.
Research and development
During the three months ended March 31, 2026, we incurred research and development expenses of $83,263 compared to $255,479 for the three months ended March 31, 2025 a decrease of $172,216 year-over-year. The decrease reflected the completion of the initial phase of testing for the Company's StarLaunch platform, as announced in January 2026 and disclosed earlier in this management's discussion and analysis.
Travel and entertainment
During the three months ended March 31, 2026, we incurred travel and entertainment expenditures of $113,140 compared to $255,454 for the three months ended March 31, 2025, a decrease of $142,314 year-over-year. During the comparative period, the Company was actively travelling and entertaining prospective investors, resulting in higher expenditures than in the current year.
Amortization of debt discount
During the three months ended March 31, 2025, the Company recognized amortization of the discount on its convertible debt of $117,067, whereas there were no equivalent expenses in the current period. The discount related to a bifurcated conversion option transaction costs incurred for a previously outstanding convertible debt financing. The convertible debt was fully converted and settled in December 2025, concurrently with the Company's IPO.
Change in fair value of derivative liability
During the three months ended March 31, 2025, the Company recorded a change in the fair value of its derivative liability of $704,662, whereas there were no equivalent expenses in the current period. The derivative liability resulted from a conversion option on the Company's previously existing convertible debt which was bifurcated as the number of shares to be issued upon conversion may vary. The change in fair value reflects updates to key valuation inputs into the Monte Carlo valuation, including the Company's share price, expected volatility and time to maturity. The convertible debt was fully converted and settled in December 2025, concurrently with the Company's IPO.
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Other income
During the three months ended March 31, 2026, we earned other income of $15,000 compared to $87,900 for the three months ended March 31, 2025, a decrease of $72,900 year-over-year. Other income consists of ancillary income earned for providing pilot training and equipment testing services, and varies with the availability of airspace, equipment and personnel.
Grant income
During the three months ended March 31, 2026, we earned grant income of $24,000 compared to $40,000 for the three months ended March 31, 2025, a decrease of $16,000 period-over-period. Grant income consists of expense reimbursement received or is receivable by the Company in connection with rent expenses and costs of relocation of assets and operations to Midland, Texas, in accordance with the Economic Development Agreement with the MDC.
Interest expense
During the three months ended March 31, 2026, we incurred no interest expense compared to $118,410 for the three months ended March 31, 2025. Interest expense consisted of interest on convertible debentures of the Company which were carried at 5% per annum and raised to 8% per annum in February 2025, and note payable to Space Florida which was carried at 3% per annum. These loans were converted into common stock upon the Company's listing on the NYSE American in December 2025, and are no longer outstanding.
Interest income
During the three months ended March 31, 2026, we earned interest income of $150,788 compared to $42,775 for the three months ended March 31, 2025, an increase of $108,013 year-over-year.
Loss on disposal of property, plant, and equipment
During the three months ended March 31, 2026, we recognized a loss on disposal of property, plant, and equipment, in relation to a vehicle that was paid for by SFII in 2022 that was not returned to the Company's possession upon the resignation of the former CEO of the Company.
Loss from misappropriation of assets
During the three months ended March 31, 2026, we recognized a loss from misappropriation of assets of $395,033 in relation to withdrawal and transfer of funds of the Company by the former CEO of the Company without approval of the Board of Directors or the Audit Committee of the Company, totaling $1,921,159. The portion to which we recognized a loss for represented excess amounts over related party notes payable which we owed to the former CEO and his related entities, for which we determined there is no sufficient evidence for its collectability.
Liquidity and Capital Resources
We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of March 31, 2026, we had a positive working capital of $14,711,208 (current assets of $18,205,092, less current liabilities of $3,493,884) and as of December 31, 2025, we had a positive working capital of $17,091,337 (current assets of $20,143,416, less current liabilities of $3,052,079).
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Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.
Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. We do not anticipate that cash on hand will be adequate to satisfy our obligations in the ordinary course of business over the next 12 months.
Furthermore, as disclosed earlier, within our current assets, cash and short-term investments of $1,188,044 were restricted by Flagship Bank due to ongoing litigation involving Rick Svetkoff, our former CEO and Director; a further $210,532 of cash and short-term investments were restricted by Regions Bank due to ongoing disputes over ownership and control of bank accounts with Rick Svetkoff; and $1,526,126 recognized as due from shareholder was part of $1,921,159 that was identified to have been unauthorized withdrawals and transfers by Rick Svetkoff from our Flagship Bank and Regions Bank accounts without approval by our board of directors or audit committee prior to his resignation, which we intend to pursue a recovery of, but do not currently have access thereto. The balance of $395,033 was recorded as loss to misappropriation of assets.
Based on this assessment, we have material uncertainties about our business that may cast substantial doubt about our ability to continue as a going concern. Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations. See further discussion related to our ability to continue as a going concern within Note 2 to our unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025 under "- Basis of Presentation - Going Concern."
As of March 31, 2026, and December 31, 2025, we had $2,138,039 and $4,631,720 in cash (including restricted cash), respectively. We are actively managing current cash flows until such time that we are profitable.
The chart below highlights our cash flows for the periods indicated:
| For the three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Net cash provided by (used in): | ||||||
| Operating activities | (3,963,542 | ) | (1,669,732 | ) | ||
| Investing activities | 1,469,861 | (5,295,422 | ) | |||
| Financing activities | - | 3,869,831 | ||||
| Decrease in cash and restricted cash | (2,493,681 | ) | (3,095,323 | ) | ||
Cash Used in Operating Activities
Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business. Net cash used in operating activities for the three months ended March 31, 2026, was $3,963,542 compared to $1,669,732 for the three months ended March 31, 2025. The loss for the three months ended March 31, 2026, of $4,269,131 was amplified by $1,476,646 in working capital items and offset by $1,782,235 in non-cash items consisting mainly of stock-based compensation. This compares to a loss of $2,653,107 for the comparative period, that was offset by $146,800 in changes in working capital items and $836,575 in non-cash items consisting mainly of amortization of the convertible debt discount and change in fair value of derivative liability.
Cash Provided by (Used in) Investing Activities
Net cash provided by (used in) investing activities for the three months ended March 31, 2026 was an inflow of $1,469,861 and relates to the redemption of short-term investments of $10,056,100, netted off by purchase of short-term investments of $8,586,239. Net cash used in investing activities during the comparative period was $5,295,422 and relates to deposits made toward the purchase of property, plant and equipment of $5,000,000 and the purchase of short-term investments of $295,422.
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Cash Provided by Financing Activities
We have funded our business to date from the issuance of our common stock, warrants and convertible debentures through Reg A financing, private placements, and from loans from related parties.
The Company did not undertake any financing activities during the three months ended March 31, 2026.
During the three months ended March 31, 2025, the Company received gross proceeds from Reg A financing of $4,101,909 and paid for share issuance costs of $232,078, resulting in a net cash inflow of $3,869,831.
Capital Management
Capital is comprised of our stockholders' equity and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for our shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. We manage capital structure to maximize financial flexibility by making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We do not presently utilize any quantitative measures to monitor our capital, but rather we rely on our management's expertise to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.
There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated interim financial statements are prepared in accordance with generally accepted accounting principles in the U.S. The preparation of our unaudited condensed consolidated interim financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our unaudited condensed consolidated interim financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
Our summary of significant accounting policies is described in more detail in the notes to our unaudited condensed consolidated interim financial statements. Please refer to Note 3.
Off-Balance Sheet Arrangements
We have not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.
Subsequent Events
On April 2, 2026, the Company issued 114,250 Common Stocks upon vesting and settlement of 114,250 RSUs (Note 8), which had an acceleration of vesting upon the achievement of a benchmark of the share price of the Company's Common Stocks being traded on the NYSE American for a period of 10 consecutive trading days after March 18, 2026.
On April 9, 2026, former CEO and Director, Rick Svetkoff filed a complaint against the Company, and its board members in the 18th Judicial Circuit in Brevard County, Florida. The complaint alleges that the defendants breached fiduciary duty, deceptive business practices, and improper control and alteration of corporate records and is seeking $26 million in damages. The Company denies all of the allegations of the complaint and intends to vigorously defend itself.
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Effective May 11, 2026, the Board of Directors of the Company appointed Jose Arias as the Company’s Vice President, Space Operations. In connection with the appointment, the Company is to pay a one-time sign-on bonus of $20,000. Subject to board approval, the Company will also grant 150,000 stock options under the Company’s equity incentive plan. The exercise price of the stock options will be equal to fair market value of the Company’s common stock on the grant date, and have a vesting schedule of 25% after 12 months, with the remaining 75% vesting monthly in equal installments over the subsequent 24 months.
Implications of Being an Emerging Growth Company
The Company, as an issuer with less than $1.235 billion in total annual gross revenues during its last fiscal year, it will qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, the Company:
- will not be required to obtain an auditor attestation on its internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
- will not be required to provide a detailed narrative disclosure discussing its compensation principles, objectives and elements and analyzing how those elements fit with its principles and objectives (commonly referred to as "compensation discussion and analysis");
- will not be required to obtain a non-binding advisory vote from its shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);
- will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
- may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"); and
- will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.
The Company intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. The Company's election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.
Under the JOBS Act, the Company may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after the Company's initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time should it no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that the Company would cease to be an "emerging growth company" if the Company has more than $1.235 billion in annual revenues, has more than $700 million in market value of its common stock held by non-affiliates, or issues more than $1 billion in principal amount of non-convertible debt over a three-year period.
Certain of these reduced reporting requirements and exemptions are also available to the Company due to the fact that it may also qualify, once subject to the reporting obligations under section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, as a "smaller reporting company" under the SEC's rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.
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Item 3. Quantitative And Qualitative Disclosures About Market Risk
As a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required by this item.
Item 4. Controls And Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal period ended March 31, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that during the period covered by this report, our disclosure controls and procedures were not effective as our management has identified material weaknesses.
Material Weaknesses
A material weakness is 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 our annual financial statements will not be prevented or detected in a timely manner.
During the year ended December 31, 2024, a material weakness was identified in our financial reporting controls over complex debt accounting.
During the year ended December 31, 2025, seven material weaknesses were identified:
- Lack of controls over banking authorities, including the opening of and custody over bank accounts, and the review and approval over cash disbursements;
- Management’s override of controls due to lack of segregation of duties and insufficiently robust checks and balances;
- Incorrect recognition of stock-based compensation;
- The Company did not obtain board approval for all related party transactions;
- Classification of fixed asset additions;
- Complex debt accounting, inclusive of derivatives; and,
- Completeness of payables and expenses.
During the three months ended March 31, 2026, a material weakness was identified in our financial reporting controls over the accounting for the unauthorized distributions made by Rick Svetkoff.
Remediation Efforts to Address the Identified Material Weaknesses
We plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate debt and stock-based compensation accounting requirements that apply to our financial statements, and to improve robustness of controls and approvals processes of transactions and disbursements. Our plans at this time include:
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- Adopting banking resolutions that limit banking relationships and defining approval authorities to ensure oversight and accountability over the Company’s funds;
- Adopting approval thresholds and enforcing dual-approval requirements for material payments, including those of the Company’s subsidiaries;
- Adopting board-approved bank account inventory and account-opening authority policy;
- Adopting bank access grant and revocation protocols;
- Providing enhanced access to accounting literature and research materials;
- Increasing communication among our personnel and third-party professionals;
- Enhancing our processes in our treasury functions to improve transparency and control;
- Implementing an enhanced matrix of approval authorities and review requirements on banking transactions;
- Implementing enhanced tracking of payables expenditures, including centralized processing of invoices; and,
- Enhancing vendor communications.
The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control over Financial Reporting
Except for the material weakness identified and the remediation procedures being implemented by the Company as described above, there was no change in our internal control over financial reporting during the fiscal quarter ended March 31, 2026 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we may from time to time become subject to legal proceedings and claims arising in connection with ongoing business activities. The results of litigation and claims cannot be predicted with certainty, and unfavorable resolutions are possible and could materially affect our results of operations, financial condition or cash flows. In addition, regardless of the outcome, litigation could have an adverse impact on us as a result of legal fees, the diversion of management's time and attention and other factors. At this time, the Company is unable to estimate the possible loss or range of loss, if any, associated with the matters described below.
On April 9, 2026, Richard "Rick" Svetkoff filed a complaint in the 18th Judicial Circuit in and for Brevard County, Florida (Case No. 26TC-245660994), against the Company, Timothy Franta (the Company's current CEO and a board member), board members Sean Bromley, Brian Goldmeier and Geoffrey "Hak" Hickman, and Flagship Bank as trustee for funds held in the name of the Company's wholly-owned subsidiary, Starfighters International, Inc. ("SFII"). Mr. Svetkoff previously served as the Company's CEO, President and Executive Chairman, and as a Director, until his voluntary resignation from these positions on February 19, 2026. Following his resignation, the Company removed Mr. Svetkoff as an officer and director of SFII, a corporation formed under the laws of the State of Florida, and Starfighters International, Inc., a corporation formed under the laws of Texas, on March 9, 2026, and caused Articles of Amendment to be filed for SFII with the Florida Secretary of State office on March 27, 2026. In addition, the Company removed Mr. Svetkoff as an officer and director of Starfighters, Inc. ("SI"), a corporation formed under the laws of the State of Florida, on April 2, 2026, and caused Articles of Amendment to be filed for SI with the Florida Secretary of State office on April 3, 2026.
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Mr. Svetkoff's complaint asserts three counts: (i) a claim for breach of fiduciary duty against the director defendants alleging, among other things, self-dealing, mismanagement of assets, and failure to act in good faith that seeks damages alleged to exceed $26,000,000, as well as equitable relief, including removal of certain directors; (ii) a claim under the Florida Deceptive and Unfair Trade Practices Act, alleging that the Company and Mr. Franta improperly used certain corporate entities and related assets to divert business and to trade on plaintiff's goodwill, and injunctive relief, damages, to be determined at trial, attorneys' fees and transfer of the domain name starfighters.net; and (iii) a claim for injunctive relief relating to alleged changes to corporate records and control over certain assets, including funds held at Flagship Bank.
The Company denies all of the allegations of the complaint and intends to vigorously defend itself. The Company also conducted an internal review regarding certain transactions and activities involving Mr. Svetkoff both prior to and following his resignation. The Company contends that Mr. Svetkoff opened an offshore bank account in the Company’s name at Hamilton Reserve Bank of St. Kitts and Nevis and transferred approximately $1.0 million of SFII’s funds into that account without authorization, though the funds were subsequently returned and such account was closed. The Company also identified several issues related to banking transactions in SFII’s accounts at Flagship Bank in February 2026, including, but not limited to, unauthorized withdrawals and transfers of funds in the aggregate amount of $1,895,869 to Mr. Svetkoff and RLB Aviation, Inc., a corporation owned by Mr. Svetkoff’s wife, Brenda Svetkoff, without approval of the Company’s Board of Directors or audit committee. In February 2026, Mr. and Mrs. Svetkoff made $19,502 in rental payments for a residential private property from the Company’s funds without authorization. In May 2026, the Company discovered a further bank account opened in 2024 which the Company contends was without approval of the Company’s Board of Directors or audit committee by Mr. and Mrs. Svetkoff, which processed Company funds, and had $5,788 withdrawn and not returned to the Company’s treasury, upon account closure in March 2025. Such amounts total to $1,921,159, which the Company intends to pursue a recovery of.
The Company is preparing to file a response to the complaint and is evaluating potential counterclaims and other claims against Mr. Svetkoff and related parties, which may include claims for conversion, misappropriation of corporate assets, and breach of fiduciary duty. The Company reserves all rights and defenses in connection with this matter, cannot predict the outcome of this matter, and an adverse result could have a material adverse effect on the Company business, financial condition, cash flows, or results of operations.
On April 17, 2026, Mountain CI Holdings Ltd. filed a complaint against the Starfighters, Inc., a subsidiary of the Company, in the 18th Judicial Circuit in Brevard County, Florida. The plaintiff is seeking $610,000 for monies allegedly lent to Starfighters, Inc. in 2014 – 2021 which remained unpaid. The Company denies all of the allegations of the complaint and intends to vigorously defend itself. The outcome of the complaint cannot be determined at this time.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. You should carefully consider the risks discussed in the section entitled "Risk Factors" in Part I, Item 1A in our 2025 Annual Report, which could materially affect our business, financial condition, or future results. The risks described in our 2025 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we do not currently deem material, may also materially affect our business, results of operations, cash flows and financial position. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) On January 5, 2026, we issued an aggregate of 29,341 shares of Common Stock (the "Warrant Shares") pursuant to the cashless exercise of 30,000 warrants outstanding, at an exercise price of $0.33 per share. The cashless exercise resulted in us effectively withholding and cancelling 659 Warrant Shares, with an aggregate value of $10,119.27, based on the five trading day volume weighted average price of $15.3555 per Warrant Share, to cover the aggregate exercise price of the warrants. We relied upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act with respect to the issuance of the Warrant Shares.
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On January 8, 2026, we issued 24,285 Common Stocks pursuant to the cashless exercise of 25,000 warrants outstanding, at an exercise price of $0.33 per share. The cashless exercise resulted in us effectively withholding and cancelling 715 Warrant Shares, with an aggregate value of $10,346.12, based on the five trading day volume weighted average price of $14.4701 per Warrant Share, to cover the aggregate exercise price of the warrants. We relied upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act with respect to the issuance of the Warrant Shares.
(b) Not applicable.
(c) There were no repurchases of our Common Stock or purchases by affiliated parties in the fiscal quarter ended March 31, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During our fiscal quarter ended March 31, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K.
Item 6. Exhibits
The following exhibits are included with this Quarterly Report:
Notes:
(†) Indicates a management contract or compensatory plan
(*) Filed herewith
(**) Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STARFIGHTERS SPACE, INC. | |
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Date: July 21, 2026 | By: | /s/ Tim Franta |
| Name: | Tim Franta |
| Title: | Chief Executive Officer |
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| (Principal Executive Officer) and |
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Date: July 21, 2026 | By: | /s/ David Whitney |
| Name: | David Whitney |
| Title: | Chief Financial Officer |
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| (Principal Financial Officer and |
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