FIREFLY AEROSPACE INC SEC Filings

Firefly Aerospace (FLY) completed its acquisition of SciTec Innovations on October 31, 2025. The aggregate purchase price was approximately $855.6 million, consisting of $300 million in cash and 11,111,116 shares of common stock valued at approximately $555.6 million based on an agreed price per share of $50.00.

The common stock issued at closing relied on the Section 4(a)(2) exemption from registration for transactions by an issuer not involving a public offering. The company also issued a press release on November 5, 2025 announcing the completion of the acquisition.

Firefly Aerospace Inc. entered into an Agreement and Plan of Reorganization to acquire SciTec, Inc. through newly formed merger subsidiaries, with the deal documents dated October 5, 2025. The transaction structure contemplates Firefly using two direct wholly‑owned subsidiaries—Big Bend RV Merger Sub, Inc. and Big Bend FW Merger Sub, LLC—to complete the reorganization and acquisition of SciTec (which may convert to SciTec, LLC following the restructuring). Sellers include SciTec, the SciTec employee stock ownership plan (ESOP), SciTec Holdco, Inc., and named individual sellers, with a designated sellers’ representative. A related press release dated October 5, 2025 and an Inline XBRL cover page are referenced, and the filing is signed by Chief Executive Officer Jason Kim on October 6, 2025.

Firefly Aerospace discloses financing, capital-structure and operational risk details in its Form 10-Q. The company had $136.1 million of term loans outstanding as of June 30, 2025, consisting of $103.5 million of Term A and $32.6 million of Term B that mature on July 17, 2028. Borrowings under the facility bore a fixed rate of 13.875%, with Term B set to increase to 19.135% in July 2026. The Credit Agreement includes minimum liquidity and free cash flow covenants: a $50.0 million minimum liquidity test and a minimum free cash flow floor of negative $325.0 million, both tested quarterly starting December 31, 2025, subject to change if a Leverage Covenant Triggering Event occurs.

The company reported capital transactions including a Series D initial closing that raised $175.5 million (10.4 million shares at $16.9213 each) and a subsequent Series D closing of $1.3 million. The RPM Call Option termination derecognized a $0.2 million Majority Sponsor Top-Up and a $4.2 million RPM Call Option and recognized those amounts in other income, net for the six months ended June 30, 2025. The company also disclosed a material weakness in internal control over financial reporting and noted risks including inability to operate Alpha at anticipated launch rates, manufacturing scale challenges, supply scarcity, and potential inability to generate sufficient cash to service indebtedness.

Firefly Aerospace Inc. filed a Form S-8 to register securities for employee benefit plans. The filing incorporates by reference the company’s S-1 (File No. 333-288646), its Form 8-A (File No. 001-42789), and subsequent reports. Exhibits listed include the Amended and Restated Certificate of Incorporation, Bylaws, the 2017 Stock Plan, the 2025 Omnibus Incentive Plan, the 2025 Employee Stock Purchase Plan, legal opinion and auditor consents, and a filing fee table. Signatures show authorization dated September 3, 2025.

Firefly Aerospace Inc. reported that the Federal Aviation Administration has cleared the company to resume launches of its Alpha rocket following the Flight 6 mishap on April 29, 2025. An investigation with the FAA and an Independent Review Board of government, customer, and industry representatives found that the flight safety system operated as intended and both stages landed safely in the Pacific Ocean, with no risk to public safety.

The inquiry identified excessive heat from plume-induced flow separation, linked to a higher angle of attack, as the most probable cause of a first-stage rupture that ultimately prevented Alpha Flight 6 from reaching its target orbit, stopping three seconds short of orbital velocity. Firefly states that corrective actions, including increasing thermal protection on Stage 1 and reducing angle of attack during key phases, have already been implemented, and the company is now working to determine the next available launch window for Alpha Flight 7.

Firefly Aerospace insider transaction amended to correct previously reported amount. Director Jonathan Donald Lusczakoski executed a purchase of 2,222 shares of common stock at $45 per share on 08/06/2025 and, following that transaction, beneficially owns 2,222 shares directly. The filing amends an earlier report that had erroneously stated a purchase of 266 shares; this amendment updates the record to the correct 2,222-share purchase. The transaction is reported under code P, indicating a purchase of shares.