FLY 8-K
Firefly Aerospace Inc. (FLY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 31, 2025, Firefly Aerospace Inc., a Delaware corporation (the “Company”) completed its acquisition of SciTec Innovations, LLC, a Delaware limited liability company and the successor entity of SciTec, Inc. (“SciTec”), via the transactions (collectively, the “Transactions”) contemplated by that certain Agreement and Plan of Reorganization, dated as of October 5, 2025 (as amended, the “Reorganization Agreement”).
At the closing of the Transactions (the “Closing”), the Company paid to the Sellers (as defined in the Reorganization Agreement) an aggregate purchase price of approximately $855.6 million, consisting of (i) $300 million in cash and (ii) 11,111,116 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), valued at approximately $555.6 million (based on an agreed price per share of $50.00). The issuance of the Common Stock at the Closing was made in reliance on an exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Section 4(a)(2) thereof, relating to sales by an issuer not involving a public offering.
The foregoing description of the Reorganization Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Reorganization Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 6, 2025 and is incorporated by reference into this Item 2.01.
| Item 7.01 | Regulation FD Disclosure. |
On November 5, 2025, the Company issued a press release announcing the completion of the SciTec acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of Firefly Aerospace Inc., dated November 5, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| FIREFLY AEROSPACE INC. | ||||||
| Date: November 5, 2025 | By: | /s/ Jason Kim | ||||
| Jason Kim | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
Firefly Aerospace Closes Acquisition of SciTec National Security Technology Company
Acquisition accelerates Firefly’s strategic growth plan, adding mission-proven defense software, big data processing, and state-of-the-art classified facilities
CEDAR PARK, Texas, November 5, 2025 – Firefly Aerospace (Nasdaq: FLY), a market leading space and defense technology company, today announced the successful completion of its acquisition of SciTec, Inc., a leader in advanced national security technologies. The purchase price consisted of a combination of cash and Firefly common stock paid to SciTec owners for the acquisition, which was first announced on October 5.
“Today marks the next era of Firefly with full-service hardware and software for our space and defense customers,” said Jason Kim, CEO of Firefly Aerospace. “SciTec brings more than four decades of experience supporting high-stakes national security missions with industry-leading software applications and big data processing capabilities that are highly complementary of Firefly’s launch, lunar, and in-space vehicles. Together, Firefly and SciTec bring the talent and tech to support the most critical national security programs and deliver the future of edge processing for dynamic space operations.”
The acquisition’s key strategic benefits include the following.
| • | Critical Defense Software: Bolsters Firefly’s hardware with AI-enabled defense software proven in operations for missile warning and defense; intelligence, surveillance and reconnaissance; space domain awareness; remote sensing and analysis; and autonomous command and control. |
| • | Big Data Processing: Adds cloud-based, on-premise, and edge processing of high-volume data at rate from satellites across all orbits to enable rapid decision making for warfighters, support critical national security applications, and unlock new service categories for commercial and Moon to Mars missions. |
| • | National Security Programs: Advances Firefly’s defense capabilities for critical national security programs, including Golden Dome, with a full suite of hardware and software for space-based interceptor missions, hypersonic test missions, space domain awareness missions, and more. |
| • | Data and Software Experts: Adds more than 475 employees with multi-phenomenology systems proficiency, software developer expertise, and technical expertise to deliver on a range of high-stakes classified missions. |
| • | State-of-the Art Facilities: Adds data centers, modeling and simulation labs, mission operations centers, and classified infrastructure with six locations strategically positioned near key space and defense customers. |
| • | Robust Contracts: Brings robust contracts with growing revenue in support of the intelligence community, defense and national security agencies, and commercial customers. |
“We’re proud to officially join the Firefly team and look forward to combining our software and hardware capabilities to bolster our existing services and create new industry-leading categories for space and defense customers,” said Jim Lisowski, CEO SciTec. “Both companies have become known for executing incredibly difficult missions from delivering a modernized missile warning system to successfully landing on the Moon. Together we’ll be unstoppable.”
SciTec will operate as a Firefly subsidiary under its current business model led by Jim Lisowski, current CEO of SciTec, who reports to Firefly’s CEO Jason Kim.
About Firefly Aerospace
Firefly Aerospace is a space and defense technology company that enables government and commercial customers to launch, land, and operate in space – anywhere, anytime. As the partner of choice for responsive space missions, Firefly is the only commercial company to launch a satellite to orbit with approximately 24-hour notice. Firefly is also the only company to achieve a fully successful landing on the Moon. Established in 2017, Firefly’s engineering, manufacturing, and test facilities are co-located in central Texas to enable rapid innovation. The company’s small- to medium-lift launch vehicles, lunar landers, and orbital vehicles are built with common flight-proven technologies to enable speed, reliability, and cost efficiencies for each mission from low Earth orbit to the Moon and beyond. For more information, visit www.fireflyspace.com.
Forward-Looking Statements
This press release contains “forward-looking statements” including, but not limited to, statements regarding the acquisition of SciTec, the expected benefits of the acquisition and other statements regarding Firefly’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “expects,” “plans,” “anticipates,” “could,” “would,” “intends,” “believes,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. These statements are based on management’s current expectations, assumptions, and beliefs concerning future developments, which are inherently subject to uncertainties, risks, and changes in circumstances that are difficult to predict. These uncertainties and risks include, but are not limited to: potential litigation relating to, or other unexpected costs resulting from, the acquisition; the diversion of management’s time on transaction-related issues; our ability to effectively realize the expected benefits of the SciTec acquisition; failure to manage our growth effectively and our ability to achieve and maintain profitability; the market for commercial launch services for small- and medium-sized payloads not achieving the growth potential we expect; the failure of our information technology systems, physical or electronic security protections; and the other risks and uncertainties set forth in our filings with the Securities and Exchange Commission. We cannot assure you that the events reflected in the forward-looking statements will occur, and actual events could differ materially from those described in the forward-looking statements. Any forward-looking statement speaks only as of the date as of which such statement is made, and except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
Media Contact
###