false
2026-02-17
0001947016
--12-31
Starfighters Space, Inc.
0001947016
2026-02-17
2026-02-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 17, 2026
STARFIGHTERS SPACE, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
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001-43009
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92-1012803
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| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
505 Odyssey Way, Suite 203
Kennedy Space Center, Florida, United States
32952
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (321) 261-0900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 |
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Trading Symbols |
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Name of each exchange on which registered |
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Common Stock
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FJET
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NYSE American LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☐
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 17, 2026, the Board of Directors of Starfighters Space, Inc. (the "Company") at a meeting approved an amendment to the Amended and Restated Bylaws (the "Bylaws") of the Company in order to increase the threshold for one or more stockholders to call a special meeting of the stockholders to stockholders holding shares in the aggregate entitled to cast not less than 40% of the votes at that meeting instead of 20% of the votes at that meeting.
Therefore, the Board of Directors amended the Bylaws by deleting the first sentence of Section 1.3 and replacing it with the following:
"1.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 40% of the votes at that meeting."
A copy of the Amended and Restated Bylaws of the Company is attached as Exhibit 3.1 hereto.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
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Description |
| |
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| 3.1 |
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Amended and Restated Bylaws |
| |
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| 104 |
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Cover Page Interactive Data File (the cover page XBRL tags are 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.
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STARFIGHTERS SPACE, INC. |
| |
|
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| DATE: February 24, 2026 |
By: |
David Whitney |
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David Whitney
Chief Financial Officer
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__________
