Starfighters Space, Inc.: Form 10-Q - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

Commission File Number: 001-43009

STARFIGHTERS SPACE, INC.

(Exact name of registrant as specified in its charter)

Delaware		92-1012803
(State or other jurisdiction of organization)		(I.R.S. employer identification no.)

505 Odyssey Way, Suite 203 Kennedy Space Center, Florida, USA		32952
(Address of principal executive offices)		(Zip code)

(321) 261-0900

(Registrant's telephone number, including area code)

Reusable Launch Vehicle Hangar
Hangar Road
Cape Canaveral, Florida, 32920, USA
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		FJET		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 43,945,472 shares of common stock outstanding as of January 22, 2026.

Starfighters Space, Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	41

Item 4.	Controls and Procedures	42

PART II - OTHER INFORMATION		43

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

SIGNATURES		45

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

We make statements in this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the federal securities laws. The words "believe," "estimate," "expect," "anticipate," "intend," "plan," "seek," "may," and similar expressions or statements regarding future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Quarterly Report or in the information incorporated by reference into this Quarterly Report.

The forward-looking statements included in this Quarterly Report on Form 10-Q are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, taking into account the information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes, and our actual results and performance could differ materially from those set forth in any forward-looking statements. The cautionary statements set forth in this Quarterly Report on Form 10-Q identify important factors which you should consider in evaluating our forward-looking statements. These factors include, without limitation:

The Company has a limited operating history in an evolving industry, making it difficult for the Company to forecast revenue, plan expenses, and evaluate its business and future prospects;
The Company has a history of losses and may not be able to achieve profitability;
The Company's ability to raise capital and the availability of future financing;
The Company's business involves significant risks and uncertainties that may not be covered by insurance;
The Company's business with governmental entities is subject to the policies, regulations, mandates, and funding levels of such entities and may be negatively impacted by any change thereto;
The Company may not be successful in developing new technology, and technology the Company does develop may not meet the needs of its customers;
The Company operates in competitive industries in various jurisdictions across the world;
The Company is highly dependent upon the services of Mr. Svetkoff, the Company's Chief Executive Officer, and if the Company is unable to retain Mr. Svetkoff, the Company's ability to compete could be harmed; and
We depend on several specialized suppliers for the majority of specialized supply needs. Disruptions in the supply of key raw materials or component and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact the Company.

You are cautioned not to place undue reliance on any forward-looking statements included in this Quarterly Report. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q, and the risk that actual results will differ materially from the expectations expressed in this Quarterly Report will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this Quarterly Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report will be achieved.

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

STARFIGHTERS SPACE, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited - Stated in United States dollars)

	Page
Condensed Consolidated Interim Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3
Unaudited Condensed Consolidated Interim Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	4
Unaudited Condensed Consolidated Interim Statements of Changes in Stockholders' Deficit for the Three and Nine Months Ended September 30, 2025 and 2024	5
Unaudited Condensed Consolidated Interim Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	6
Notes to Unaudited Condensed Consolidated Interim Financial Statements	7

STARFIGHTERS SPACE, INC.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

		September 30, 2025 (unaudited)			December 31, 2024 (audited)
Assets

Current assets
Cash	$	2,645,121		$	7,050,610
Restricted cash		50,465			50,089
Short-term investments		1,061,729			1,006,517
Due from related parties		141,220			4,074
Prepaid expenses		294,287			134,572
Deposits		150,763			-
Deferred financing charges		107,034			105,703
Other receivable		1,064			1,064
Total current assets		4,451,683			8,352,629

Right of use assets - operating lease, net		193,697			242,332
Property, plant, and equipment, net		67,381			82,622
Long-term deposits		7,523,003			1,623,003
Total assets	$	12,235,764		$	10,300,586

Liabilities and Stockholders' Deficit

Current liabilities
Accounts payable and accrued liabilities	$	1,098,683		$	731,756
Deferred income		99,000			344,800
Derivative liability		5,065,190			4,535,469
Lease liability		115,315			91,767
Interest payable		13,463			13,938
Grant payable		179,967			-
Convertible debentures, net		8,004,349			7,244,961
Notes payable		1,436,001			1,436,001
Related party notes payable		1,630,200			1,630,200
Total current liabilities		17,642,168			16,028,892

Lease liability - non-current		88,891			162,150
Total liabilities	$	17,731,059		$	16,191,042

Commitments and contingencies - see Note 11

Stockholders' Deficit
Common stock, $0.00001 par value, 200,000,000 shares authorized; 21,716,897 issued and outstanding as of September 30, 2025 (19,176,910 as of December 31, 2024)		217			192
Common stock subscribed		-			1,870,643
Additional paid-in-capital		17,652,622			9,125,524
Accumulated deficit		(23,148,134	)		(16,886,815	)
Total stockholders' deficit		(5,495,295	)		(5,890,456	)
Total liabilities and stockholders' deficit	$	12,235,764		$	10,300,586

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

STARFIGHTERS SPACE, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

Three months ended September 30,

Nine months ended September 30,

2025

2024

2025

2024

SEC Form 10-Q filed by Starfighters Space Inc.