Amended iPO registration

Summary

• The prospectus covers resale by Selling Stockholders of up to 5,223,879 shares of common stock issued in a PIPE priced at $3.35 per share under a Securities Purchase Agreement dated May 22, 2026.
• The PIPE generated aggregate gross proceeds of $17,499,994.65 before placement agent fees and offering expenses, closed on May 27, 2026, with Cantor Fitzgerald & Co. acting as exclusive placement agent, and the company will receive no proceeds from the resale.
• Rick Svetkoff resigned as CEO, President, Chairman and director on February 19, 2026, and Tim Franta, formerly Vice President of Development, was appointed Chief Executive Officer.
• The company reported a net loss of $16,543,616 for fiscal year 2025 and $15,727,338 for the six months ended June 30, 2026, has generated no revenue in those periods, and management concluded there is substantial doubt about its ability to continue as a going concern.
• Flagship Bank restricted all Starfighters International accounts holding over $1.1 million and Regions Bank closed the Texas subsidiary accounts holding approximately $0.2 million amid litigation filed April 9, 2026 by former CEO Svetkoff.
• Management identified material weaknesses in internal control over financial reporting as of June 30, 2026, including insufficient segregation of duties and lack of controls over banking authorities.

Why it mattersThe filing registers PIPE shares for resale and discloses no company proceeds, ongoing net losses, going concern doubt, restricted bank accounts, and litigation with the former CEO. These conditions define the near-term liquidity and governance position of an F-104 air-launch developer.