Firefly Aerospace Inc. investors filed an amended Schedule 13G showing a coordinated ownership group controlling a majority of the company’s common stock. AeroEquity GP-linked funds report beneficial ownership of 58,805,752 shares, or 36.90% of the common stock, including warrant shares.
Thomas Markusic reports 12,487,089 shares, or 7.60%, through a mix of common stock and options. Mitsui & Co., Ltd. reports 5,033,121 shares, or 3.16%, and Marc Allen Weiser is attributed 4,045,252 shares, or 2.54%. Together, these reporting persons may be deemed a group holding about 80,371,214 shares, approximately 53% of Firefly’s outstanding common stock based on 159,251,122 shares.
The filing also notes limited voting proxies granted to the AE Holders in connection with Firefly’s acquisition of SciTec, LLC, intended to maintain the group’s aggregate ownership percentage after that transaction.
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Insights
Filing shows a coordinated investor group with majority ownership and defined voting arrangements.
The filing details several major holders in Firefly Aerospace, led by entities affiliated with AeroEquity GP, LLC, which report beneficial ownership of 58,805,752 common shares, or 36.90%. Additional stakes from Thomas Markusic, Mitsui & Co., Ltd., and Marc Allen Weiser are listed with precise voting and dispositive powers.
A director nomination agreement dated August 6, 2025 means these parties may be deemed a group under Section 13(g), with about 80,371,214 shares, roughly 53% of outstanding common stock. This indicates effective majority control, even though the parties expressly disclaim any admission of group status or ownership beyond what is reported.
In connection with the November 10, 2025 SciTec, LLC acquisition, certain new shareholders granted limited voting proxies to the AE Holders for director elections. The AE Holders undertook to use these proxies only to maintain the reporting persons’ aggregate percentage ownership, so future company filings may further describe any changes to these arrangements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Firefly Aerospace Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
31816X106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
31816X106
1
Names of Reporting Persons
AeroEquity GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,805,752.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,805,752.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,805,752.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
36.90 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Represents 58,705,432 shares of Common Stock and 100,320 shares of Common Stock issuable upon exercise of Warrants.
Calculated based on 159,251,122 Common Shares outstanding as of November 10, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed on November 12, 2025, (the "Form 10-Q") with the SEC, as increased by 100,320 shares of Common Stock issuable upon exercise of Warrants.
SCHEDULE 13G
CUSIP No.
31816X106
1
Names of Reporting Persons
Thomas Markusic
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,487,089.00
7
Sole Dispositive Power
12,487,089.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,487,089.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.60 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
Represents 7,478,389 shares of Common Stock and 5,008,700 shares of Common Stock issuable upon exercise of Options.
Calculated based on 159,251,122 Common Shares outstanding as of November 10, 2025, as reported on the Issuer's Form 10-Q filed with the SEC, as increased by 5,008,700 shares of Common Stock issuable upon exercise of Warrants.
SCHEDULE 13G
CUSIP No.
31816X106
1
Names of Reporting Persons
Mitsui & Co., LTD.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JAPAN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,033,121.00
7
Sole Dispositive Power
5,033,121.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,121.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.16 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Calculated based on 159,251,122 Common Shares outstanding as of November 10, 2025, as reported on the Issuer's Form 10-Q filed with the SEC.
SCHEDULE 13G
CUSIP No.
31816X106
1
Names of Reporting Persons
Marc Allen Weiser
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,045,252.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,045,252.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,045,252.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.54 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
Calculated based on 159,251,122 Common Shares outstanding as of November 10, 2025, as reported on the Issuer's Form 10-Q filed with the SEC.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Firefly Aerospace Inc.
(b)
Address of issuer's principal executive offices:
1320 ARROW POINT DR, SUITE 109, CEDAR PARK, TX, 78613
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Glow NS Holdings, LLC.;
(ii) Glow B Holdings, LLC;
(iii) Glow C Holdings, LLC;
(iv) Glow D Holdings, LLC;
(v) AE Co-Investment Partners Fund III-F, L.P.; and
(vi) AE Industrial Partners Structured Solutions I, LP (together with each of the foregoing, the "AE Holders.")
(vii) AeroEquity GP, LLC (the "AE GP," and together with the AE Holders, the "AE Reporting Persons.")
(viii) Thomas Markusic
(ix) Mitsui & Co., LTD.
(x) Marc Allen Weiser
(b)
Address or principal business office or, if none, residence:
The AE Reporting Persons: 6700 Broken Sound Pkwy NW, Boca Raton, FL 33487
Thomas Markusic: 1320 ARROW POINT DRIVE, #109, CEDAR PARK, TX, 78613
Mitsui & Co., LTD.: 2-1, OTEMACHI 1-CHOME, CHIYODA-KU, TOKYO, Japan, 100-8631
Marc Allen Weiser: 320 N. Main St, Suite 400, Ann Arbor, MI 48104
(c)
Citizenship:
See response to Item 4 on each cover page.
(d)
Title of class of securities:
Common Stock, par value $0.0001
(e)
CUSIP No.:
31816X106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.
(b)
Percent of class:
See responses to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
AeroEquity GP, LLC is the ultimate General Partner or Managing Member of each of the AE Holders and may therefore be deemed to have voting and dispositive power over 58,705,432 shares of Common Stock and 100,320 shares of Common Stock issuable in exercise of 100,320 Warrants, representing 58,805,752 aggregate shares of Common Stock directly held by the AE Holders.
Thomas Markusic directly holds and therefore has voting and dispositive power over 7,478,389 shares of Common Stock and 5,008,700 shares of Common Stock issuable in exercise of 5,008,700 Options, representing an aggregate of 12,487,089 shares of Common Stock.
Mitsui & Co., LTD. directly holds and therefore has voting and dispositive power over 5,033,121 shares of Common Stock.
Marc Allen Weiser is the Managing Member of BGW Ventures IV, LP and RPM Ventures IV, L.P., which hold 2,840,043 and 1,205,209 shares of Common Stock respectively, and therefore Mr. Weiser may be deemed to have voting and dispositive power over the 4,045,252 aggregate shares of Common Stock directly held by such entities.
As a result of the Director Nomination Agreement, dated as of August 6, 2025, by and among the Issuer and each of the reporting persons (filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on such date), the AE Reporting Persons, Thomas Markusic, Mitsui & Co., LTD., and Marc Allen Weiser, may be deemed to consititute a group for purposes of Section 13(g), which group would beneficially own an aggregate of 80,371,214 shares of Common Stock which represents approximately 53% of the outstanding shares of Common Stock. Notwithstanding the foregoing, nothing in this statement shall be deemed an admission of membership in any such group or of ownership of the reported securities for purposes of Section 13(d) or Section 13(g) of the Exchange Act.
On November 10, 2025, in connection with the Issuer's acquisition of SciTec, LLC (the "SciTec Acquisition"), the recipients of certain newly-issued shares of Common Stock granted limited voting proxies to the AE Holders with respect to director election matters (the "Voting Proxies"). The AE Holders have undertaken to exercise the Voting Proxies solely to the extent required to maintain the reporting persons' aggregate percentage of beneficial ownership in the Common Stock as of immediately prior to the completion of the SciTec Acquisition. As a result, the group referred to in the preceding paragraph continues to beneficially own shares of Common Stock representing approximately 53% of the outstanding shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
AeroEquity GP, LLC
Signature:
/s/ Kirk Konert
Name/Title:
Kirk Konert / Authorized Signatory
Date:
02/02/2026
Thomas Markusic
Signature:
/s/ Thomas Markusic
Name/Title:
Thomas E Markusic
Date:
02/02/2026
Mitsui & Co., LTD.
Signature:
/s/ Yuichi Nagata
Name/Title:
Yuichi Nagata / General Manager, Aerospace Business Div.
Date:
02/02/2026
Marc Allen Weiser
Signature:
/s/ Marc Allen Weiser
Name/Title:
Marc Allen Weiser / Director
Date:
02/02/2026
Comments accompanying signature:
Exhibit A Joint Filing Agreement, dated as of November 14, 2025 incorporated into this Schedule 13G by reference to Exhibit A of the initial 13G filed on November 14, 2025.
What percentage of Firefly Aerospace (FLY) is owned by the reporting group?
The reporting persons together may be deemed to beneficially own about 80,371,214 shares of Firefly Aerospace common stock, representing approximately 53% of outstanding shares. This majority is calculated using 159,251,122 shares outstanding as of November 10, 2025.
How much of Firefly Aerospace does AeroEquity GP, LLC report owning?
AeroEquity GP, LLC-related holders report beneficial ownership of 58,805,752 shares of Firefly Aerospace common stock, equal to 36.90% of the class. This includes 58,705,432 shares of common stock plus 100,320 shares issuable upon exercise of warrants.
What is Thomas Markusic’s reported stake in Firefly Aerospace (FLY)?
Thomas Markusic reports beneficial ownership of 12,487,089 shares of Firefly Aerospace common stock, or about 7.60% of the class. This consists of 7,478,389 common shares and 5,008,700 shares issuable upon exercise of stock options, using the same outstanding share base.
What are Mitsui & Co., Ltd. and Marc Allen Weiser’s holdings in Firefly Aerospace?
Mitsui & Co., Ltd. reports 5,033,121 Firefly Aerospace common shares, or 3.16% of the class. Marc Allen Weiser is attributed 4,045,252 shares, or 2.54%, held through BGW Ventures IV, LP and Ventures IV, L.P., where he is managing member.
How is the 36.90% and 53% ownership in Firefly Aerospace calculated?
Percentages are based on 159,251,122 Firefly Aerospace common shares outstanding as of November 10, 2025, from the company’s Form 10-Q. Individual stakes, such as 36.90% and the group’s approximate 53%, add in shares issuable from warrants or options as described.
What is the significance of the SciTec acquisition in this Firefly Aerospace filing?
On November 10, 2025, in connection with acquiring SciTec, LLC, certain new Firefly shareholders granted limited director-election voting proxies to the AE Holders. The AE Holders committed to use these proxies only to maintain the reporting persons’ aggregate ownership percentage after the SciTec transaction.
