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 June 30, 2026

☐ 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 101 Kennedy Space Center, Florida, USA		32953
(Address of principal executive offices)		(Zip code)

(321) 261-0900

(Registrant's telephone number, including area code)

Not applicable
(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: 54,996,019 shares of common stock outstanding as of August 14, 2026.

Starfighters Space, Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		6

Item 1.	Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	33

Item 4.	Controls and Procedures	33

PART II - OTHER INFORMATION		35

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	37

Item 4.	Mine Safety Disclosures	37

Item 5.	Other Information	37

Item 6.	Exhibits	37

SIGNATURES		38

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 operates 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 Tim Franta, the Company's newly-appointed Chief Executive Officer, and if the Company is unable to retain Mr. Franta, the Company's ability to compete could be harmed;
Historically, the Company has been highly dependent on the services of Rick Svetkoff, the Company's former President and Chief Executive Officer, and it remains unclear whether his resignation on February 19, 2026, will adversely affect the Company's ability to compete in the long term;
The Company depends 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; and
The other factors discussed under the heading "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on April 15, 2026 (the "2025 Annual Report"), and in this Quarterly Report and other filings we make with the SEC.

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 SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited - Stated in United States dollars)


Unaudited Condensed Consolidated Interim Balance Sheets as of June 30, 2026 and December 31, 2025	7
Unaudited Condensed Consolidated Interim Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025	8
Unaudited Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and 2025	9
Unaudited Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	10
Notes to Unaudited Condensed Consolidated Interim Financial Statements	11

STARFIGHTERS SPACE, INC.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(UNAUDITED)

		June 30, 2026			December 31, 2025
Assets

Current assets
Cash	$	1,452,854		$	4,581,128
Restricted cash		-			50,592
Short-term investments		21,730,346			15,274,175
Due from related party		-			6,833
Prepaid expenses and other current assets		4,911,578			230,688
Total current assets		28,094,778			20,143,416

Restricted cash		946,718			-
Investments - restricted		508,229			-
Right of use assets - operating lease, net		447,576			477,577
Property, plant, and equipment, net		2,316,065			2,396,977
Long-term deposits		218,914			5,368,914
Total assets	$	32,532,280		$	28,386,884

Liabilities and Stockholders' Equity

Current liabilities
Accounts payable and accrued liabilities	$	1,436,358		$	966,088
Deferred income		134,002			149,000
Lease liability - operating lease		62,113			55,898
Grant payable		719,967			354,967
Related party notes payable		-			1,526,126
Total current liabilities		2,352,440			3,052,079

Lease liability - operating lease, non-current		401,894			434,253
Total liabilities	$	2,754,334		$	3,486,332

Commitments and contingencies

Stockholders' Equity
Common stock, $0.00001 par value, 200,000,000 shares authorized; 54,871,020 issued and outstanding as of June 30, 2026 (43,891,846 as of December 31, 2025)		548			438
Additional paid-in-capital		78,935,167			58,330,545
Accumulated deficit		(49,157,769	)		(33,430,431	)
Total stockholders' equity		29,777,946			24,900,552
Total liabilities and stockholders' equity	$	32,532,280		$	28,386,884

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 June 30,						Six months ended June 30,
		2026			2025 (as revised)			2026			2025 (as revised)

Operating expenses
Selling, general and administrative	$	6,448,238		$	1,990,805		$	10,423,430		$	3,614,879
Research and development		1,918			186,513			85,181			441,992
Impairment of aircraft deposits		5,150,000			-			5,150,000			-
Operating loss		(11,600,156	)		(2,177,318	)		(15,658,611	)		(4,056,871	)

Other income (expense)
Interest income		43,583			25,718			71,880			57,071
Realized and unrealized gain on short-term investments		74,465			13,628			196,956			25,050
Flight training income		-			266,240			-			354,140
Amortization of debt discount		-			(121,914	)		-			(238,981	)
Change in fair value of derivative liability		-			155,899			-			(548,763	)
Interest expense		-			(152,132	)		-			(270,542	)
Loss to misappropriation of assets		-			-			(395,033	)		-
Other		23,901			55,452			57,470			91,362
Total other income (expense)		141,949			242,891			(68,727	)		(530,663	)

Net loss	$	(11,458,207	)	$	(1,934,427	)	$	(15,727,338	)	$	(4,587,534	)

Weighted average number of shares - Basic and diluted		47,009,903			21,000,436			45,532,723			20,338,412

Net loss per share - Basic and diluted	$	(0.24	)	$	(0.09	)	$	(0.35	)	$	(0.23	)

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

STARFIGHTERS SPACE, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock
	Number of Shares		Amount		Common Stock Subscribed			Additional Paid-In- Capital			Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance, April 1, 2025	19,697,980	$	197	$	4,101,909		$	10,889,646		$	(19,539,922	)	$	(4,548,170	)
Issuance of former stock subscriptions	1,142,590		12		(4,101,909	)		4,101,897			-			-
Reg A financing	234,262		2		-			840,999			-			841,001
Reg A financing subscriptions received	-		-		1,976,791			-			-			1,976,791
Reg A financing share issuance costs	-		-		-			(276,840	)		-			(276,840	)
Net loss	-		-		-			-			(1,934,427	)		(1,934,427	)
Balance, June 30, 2025	21,074,832	$	211	$	1,976,791		$	15,555,702		$	(21,474,349	)	$	(3,941,645	)

Balance April 1, 2026	44,173,972	$	441	$	-		$	60,127,316		$	(37,699,562	)	$	22,428,195
Cashless exercise of warrants	3,530,919		35		-			(35	)		-			-
RSUs vesting	1,942,250		20		-			(20	)		-			-
PIPE financing	5,223,879		52		-			17,499,943			-			17,499,995
PIPE financing share issuance costs	-		-		-			(1,360,015	)		-			(1,360,015	)
Stock-based compensation	-		-		-			2,667,978			-			2,667,978
Net loss	-		-		-			-			(11,458,207	)		(11,458,207	)
Balance, June 30, 2026	54,871,020	$	548	$	-		$	78,935,167		$	(49,157,769	)	$	29,777,946

Balance, January 1, 2025	19,176,910	$	192	$	1,870,643		$	9,125,524		$	(16,886,815	)	$	(5,890,456	)
Issuance of former stock subscriptions	521,070		5		(1,870,643	)		1,870,638			-			-
Reg A financing	1,376,852		14		-			4,942,896			-			4,942,910
Reg A financing subscriptions received	-		-		1,976,791			-			-			1,976,791
Reg A financing share issuance costs	-		-		-			(383,356	)		-			(383,356	)
Net loss	-		-		-			-			(4,587,534	)		(4,587,534	)
Balance, June 30, 2025	21,074,832	$	211	$	1,976,791		$	15,555,702		$	(21,474,349	)	$	(3,941,645	)

Balance January 1, 2026	43,891,846	$	438	$	-		$	58,330,545		$	(33,430,431	)	$	24,900,552
Cashless exercise of warrants	3,584,545		36		-			(36	)		-			-
RSUs vesting	2,170,750		22		-			(22	)		-			-
PIPE financing	5,223,879		52		-			17,499,943			-			17,499,995
PIPE financing share issuance costs	-		-		-			(1,360,015	)		-			(1,360,015	)
Stock-based compensation	-		-		-			4,464,752			-			4,464,752
Net loss	-		-		-			-			(15,727,338	)		(15,727,338	)
Balance, June 30, 2026	54,871,020	$	548	$	-		$	78,935,167		$	(49,157,769	)	$	29,777,946

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

STARFIGHTERS SPACE, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

		Six months ended June 30,
		2026			2025 (as revised)

Cash flows from operating activities
Net loss	$	(15,727,338	)	$	(4,587,534	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		187,952			10,161
ROU asset amortization		30,001			43,175
Unrealized gain on investments		(55,987	)		(25,050	)
Realized gain on investments		(140,969	)		-
Amortization of debt discount		-			238,981
Change in fair value of derivative liability		-			548,763
Stock-based compensation		4,464,752			-
Loss on disposal of property, plant, and equipment		4,603			-
Impairment of aircraft deposits		5,150,000			-
Changes in operating assets and liabilities:
Accrued interest		-			248,643
Accounts payable and accrued liabilities		376,779			305,770
Due from related parties		6,833			(21,991	)
Deferred income		(14,998	)		(124,800	)
Grant payable		365,000			(51,511	)
Prepaid expenses		(4,680,890	)		(29,770	)
Lease liability		(26,144	)		(43,425	)
Net cash used in operating activities		(10,060,406	)		(3,488,588	)

Cash flows from investing activities
Additions to long-term deposits		-			(6,000,000	)
Purchase of property, plant, and equipment		(111,167	)		-
Purchase of short-term investments		(25,811,038	)		(318,603	)
Redemption of short-term investments		19,043,594			-
Net cash used in investing activities		(6,878,611	)		(6,318,603	)

Cash flows from financing activities
Repayment of related party notes payable		(1,526,126	)		-
Proceeds from private placements		17,499,995			6,919,701
Cash paid for financing costs		(1,267,000	)		(398,878	)
Net cash provided by financing activities		14,706,869			6,520,823

Decrease in cash and restricted cash		(2,232,148	)		(3,286,368	)
Cash and restricted cash, beginning of period		4,631,720			7,100,699
Cash and restricted cash, end of period	$	2,399,572		$	3,814,331
Cash	$	1,452,854		$	3,763,993
Restricted cash		946,718			50,338
Total cash and restricted cash, end of period	$	2,399,572		$	3,814,331

Supplemental cash flow information
Income taxes paid	$	-		$	-
Interest paid	$	-		$	21,899

Supplemental disclosure of non-cash investing and financing activities
Shares issued for common stock subscribed	$	-		$	1,870,643
Deferred financing costs recognized as share issuance costs	$	-		$	105,703
Property, plant, and equipment additions in accounts payable and accrued liabilities	$	476		$	-
Financing costs in accounts payable and accrued liabilities	$	93,015		$	-

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

STARFIGHTERS SPACE, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND GOING CONCERN

a) Nature of operations

Starfighters Space Inc. ("SFS" or the "Company") was incorporated on September 6, 2022, under the laws of the State of Delaware. The Company's registered office is held at 850 New Burton Road, Suite 201, Dover, DE 19904. The Company's principal operating facility is located at the NASA Kennedy Space Center in Cape Canaveral, Florida, with an additional base of operations at Midland International Air & Space Port in Texas. The Company has a fleet of seven F-104 Fighter jets that are capable of flying MACH 2+. The Company is currently in the process of gaining a launch waiver and license for its first space launch to launch rockets carrying payloads for data testing from its jets into suborbital space.

b) Going concern

These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has historically operated at a loss and had negative cash flows from operations, and access to certain bank accounts is restricted due to ongoing dispute and litigation.

These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of the unaudited condensed consolidated interim financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan. These unaudited condensed consolidated interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

2. BASIS OF PRESENTATION

a) Basis of presentation and principles of consolidation

The unaudited condensed consolidated interim financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Article 8-03 of Regulation S-X, and should be read in conjunction with the Company's Annual Report on Form 10-K/A for the year ended December 31, 2025. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. The financial statements include the accounts of the Company, and all entities in which the Company has a controlling financial interest, including wholly-owned subsidiaries. In the opinion of management, the unaudited condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods. All significant intercompany balances and transactions have been eliminated in consolidation.

b) Use of estimates and judgments

The preparation of these unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires the Company's management to make judgments, estimates and assumptions about future events that impact the amounts re