FJET 10-K & 10-Q changes, risk factors and insider trading
Starfighters Space, Inc. · NYSE · Air Transportation, Scheduled · CIK 1947016 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. You should carefully consider the risks discussed in the section entitled "Risk Factors" in Part I, Item 1A in our 2025 Annual Report, which could materially affect our business, financial condition, or future results. The risks described in our 2025 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we do not currently deem material, may also materially affect our business, results of operations, cash flows and financial position. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Private Placement Financing”
New heading “Impairment of aircraft deposits”
New heading “Interest income”
New heading “Flight training income”
New heading “Loss to misappropriation of assets”
New heading “Other income, net”
New heading “Results of Operations - Three Months Ended June 30, 2026, Comparison Against the Three Months Ended June 30, 2025”
New heading “Selling, general and administrative”
New heading “Research and development”
New heading “Impairment of aircraft deposits”
New heading “Flight training income”
New heading “Amortization of debt discount”
New heading “Change in fair value of derivative liability”
New heading “Interest expense”
New heading “Other income, net”
Removed heading “Resignations of Rick Svetkoff and Brenda Svetkoff”
Removed heading “Appointment of Tim Franta as Chief Executive Officer”
Removed heading “Advertising and promotion”
Removed heading “Business development”
Removed heading “Consulting fees”
Removed heading “Contract labor and fuel”
Removed heading “Directors' fees”
Removed heading “Management fees”
Removed heading “Professional fees”
Removed heading “Repairs and maintenance”
Removed heading “Travel and entertainment”
Removed heading “Loss on disposal of property, plant, and equipment”
Removed heading “Loss from misappropriation of assets”
Largest changes
“Results of Operations - Three Months Ended June 30, 2026, Comparison Against the Three Months Ended June 30, 2025”see in full comparison
“On August 10, 2026, the SFII's legal counsel filed a complaint in the 18th Judicial Circuit in and for Brevard County, Florida (case number not yet assigned) against Hunter Daniels d/b/a Aerovision, Hunter Daniels, and Mark Daniels , alleging: (1) breach of contract against Aerovision due to its complete failure to perform under the Aircraft Agreement, despite SFII's complete performance under the Aircraft Agreement by providing $5 million in deposit funds to Aerovision (the "Deposits"); …”see in full comparison
Full comparison: every changed paragraph (116)
The Company was founded and incorporated under the laws of the State of Delaware on September 6, 2022. On December 17, 2025, the Company successfully closed its initial public offering and on December 18, 2025, ourOur common shares wereare listed for trading on the NYSE American under the trading symbol "FJET". Our goal is to make space accessible to entrepreneurs, researchers, industry participants, and the government at a high cadence and the right cost.
We operate the world's only commercial fleet of flight-ready F-104 supersonic aircraft. Recent increases in government expenditures and commercial investment are driving growth in the space economy. This increase has created a demand for services suchsimilar asto those that the F-104s formerly owned by the National Aeronautics and Space Administration ("NASA") owned F-104s used to provide. To our knowledge, there is currently no other commercially available aircraft to the public with the capabilities of the Lockheed F-104 in terms of speed and climbing performance. We plan to fulfill these needs through a fleet of seven (7) F-104 aircraft.aircraft Basedand atoperate from NASA's Kennedy Space Center,Center thein Florida, with an additional base of operations at Midland International Air & Space Port in Texas. We have three aircraft providethat are flight-ready available for customers or development flights, three of our aircraft are flight-capable, and one aircraft is not flight-capable. Our current activities are focused on the following four groups of services:
Launch Services and Access to Space; and
Airborne Testbed for Hypersonic Research and Development (R&D) and Test and Evaluation (T&E) Test Bed for commercial, academic, civil and government clients;
While our central business activities are focused on the foregoing, we still provide specialized pilot-training, payload preparation and integration, and flight-testing services since we have the F-104s and capability and authorization to perform such training and testing services.
Defense, Civil, Academic and Commercial Services; and
Pilot and Astronaut Training.
Private Placement Financing
On May 27, 2026, we completed a private placement of 5,223,879 Common Stock at a price of $3.35 per share to certain institutional investors, for aggregate gross proceeds of $17,499,995. We intend to use the net proceeds from the private placement to support operational expansion, infrastructure development, and continued advancement of its STARLAUNCH platform, including initiatives tied to launch readiness, mission execution capabilities, and broader space launch operations.
Current Status of Aerovision Aircraft Acquisition Agreement and Litigation Against Aerovision
SFII paid the two instalments of the initial deposit advance to Aerovision, totaling $5,000,000, on January 24, 2025, and March 3, 2025. However, Aerovision has not provided any information as to the availability of any of the F-4 Phantom II aircraft contemplated to be purchased by SFII, and all recent attempts by our Company to contact Aerovision have been unsuccessful. We, acting through SFII, are reviewing what remedies might be available under the Aircraft Agreement. As of June 30, 2026, the Company has fully impaired the deposits paid to Aerovision.
On August 10, 2026, the SFII's legal counsel filed a complaint in the 18th Judicial Circuit in and for Brevard County, Florida (case number not yet assigned) against Hunter Daniels d/b/a Aerovision, Hunter Daniels, and Mark Daniels , alleging: (1) breach of contract against Aerovision due to its complete failure to perform under the Aircraft Agreement, despite SFII's complete performance under the Aircraft Agreement by providing $5 million in deposit funds to Aerovision (the "Deposits"); (2) conversion against Aerovision for its failure to return the Deposits rightfully belonging to SFII despite two demand letters demanding return of the Deposits; (3) unjust enrichment, in the alternative to the breach of contract claim, against Aerovision for its improper retaining of the Deposits despite its provision of no benefits to SFII in exchange; (4) fraudulent inducement due to Aerovision and the Daniels' improper conduct in inducing SFII to enter into the Aircraft Agreement despite Aerovision's seeming intention not to perform under the Aircraft Agreement; and (5) negligent misrepresentation, in the alternative to the fraudulent inducement claim, based on Aerovision's improper representations which induced SFII to enter into the Aircraft Agreement.
Resignations of Rick Svetkoff and Brenda Svetkoff
On February 19, 2026, our Board of Directors received by email a resignation letter pursuant to which Rick Svetkoff resigned as the Chief Executive Officer, President, Chairman and director of the Company. In his resignation letter, Mr. Svetkoff indicated that his disagreement with the Board and the Company related to the operations, policies and practices of the Company acting through the Board led to his decision to resign from all officer positions and as a director of the Company. Although Mr. Svetkoff's resignation has not materially affected our day-to-day operations, it remains unclear at this time whether his departure will adversely affect our ability to compete in the long term.
Also, on February 19, 2026, the Board received by email a resignation letter from Brenda Svetkoff, the spouse of Mr. Svetkoff, pursuant to which Mrs. Svetkoff resigned as the Secretary of the Company. In her resignation letter, Mrs. Svetkoff indicates that her disagreement with the Board and the Company related to the operations, policies and practices of the Company acting through the Board led to her decision to resign from acting as the Secretary of the Company.
Copies of the resignation letters received from Mr. and Mrs. Svetkoff were included as Exhibits 17.1 and 17.2, respectively, to the Company's current report on Form 8-K, as filed with the SEC on February 25, 2026.
The Company respectfully disagrees with the substance of and the assertions and characterizations that are contained in the resignation letters of Mr. Svetkoff and Mrs. Svetkoff.
Appointment of Tim Franta as Chief Executive Officer
On February 22, 2026, following the resignation of Mr. Svetkoff as the Chief Executive Officer, President and Chairman, the Board of Directors at a meeting appointed Tim Franta, then a current director and the VP Development, as the Chief Executive Officer of the Company. In addition to assuming his new duties as Chief Executive Officer, Mr. Franta continues to serve the Company as a director and VP Development.
On April 9, 2026, Richard "Rick" SvetkoffSvetkoff, former Chief Executive Officer, President, Chairman and director of the Company, filed a complaint in the 18th Judicial Circuit in and for Brevard County, Florida (Case No. 26TC-245660994), against the Company, Timothy Franta (the Company's current CEO and a board member), board members Sean Bromley, Brian Goldmeier and Geoffrey "Hak" Hickman, and Flagship Bank as trustee for funds held in the name of the Company's wholly-owned subsidiary, SFII. Mr. Svetkoff previously served as the Company's CEO, President and Executive Chairman, and as a Director, until his voluntary resignation from these positions on February 19, 2026. Following his resignation, the Company removed Mr. Svetkoff as an officer and director of SFII, a corporation formed under the laws of the State of Florida, and Starfighters International, Inc., a corporation formed under the laws of Texas, on March 9, 2026, and caused Articles of Amendment to be filed for SFII with the Florida Secretary of State office on March 27, 2026. In addition, the Company removed Mr. Svetkoff as an officer and director of Starfighters, Inc. ("SI"), a corporation formed under the laws of the State of Florida, on April 2, 2026, and caused Articles of Amendment to be filed for SI with the Florida Secretary of State office on April 3, 2026.
The Company is preparing to file a responsemotion to dismiss the complaint and is evaluating potential counterclaims and other claims against Mr. Svetkoff and related parties, which may include claims for conversion, misappropriation of corporate assets, and breach of fiduciary duty. The Company reserves all rights and defenses in connection with this matter, cannot predict the outcome of this matter, and an adverse result could have a material adverse effect on the Company business, financial condition, cash flows, or results of operations.
In addition, due to ongoing dispute over control of bank accounts, Regions Bank has also placed restrictions on all accounts held by our Texas subsidiary with the bank, which held cash and short-term investments totaling approximately $0.2 million.
Results of Operations - ThreeSix Months Ended MarchJune 31,30, 2026, Comparison Against the ThreeSix Months Ended MarchJune 31,30, 2025
During the threesix months ended MarchJune 31,30, 2026, we incurred a net loss of $4,269,131$15,727,338 compared to net loss of $2,653,107$4,587,534 for the threesix months ended MarchJune 31,30, 2025. An analysis of the increase in net loss of $1,616,024$11,139,804 including the major components of our results for the periods, is below.
Advertising and promotion
During the three months ended March 31, 2026, we incurred advertising and promotion expenses of $508,462 compared to $81,173 for the three months ended March 31, 2025, an increase of $427,289 year over year. During the three months ended March 31, 2026, the Company embarked on a public relations campaign to raise awareness about its brand and business following the Company's listing on the NYSE American, whereas the Company incurred lower ongoing public relations expenses during the three months ended March 31, 2025. Furthermore, in 2026, advertising and promotion expenses also include $10,287 in stock-based compensation related to RSUs issued in 2025 to a marketing consultant. There was no stock-based compensation in the comparative period.
Business development
During the three months ended March 31, 2026, we incurred business development expenses of $144,015 compared to $180,000 for the three months ended March 31, 2025. The current period expenditure is solely stock-based compensation related to RSUs issued in 2025 to a business development advisor of the Company, which will vest by June 2026. In the comparative period, such expenses were paid in cash and were incurred for corporate advisory and investor outreach activities associated with the Company's then-ongoing financing and listing efforts through its Regulation A financing.
Consulting fees
During the three months ended March 31, 2026, we incurred consulting fees of $1,124,862 compared to $390,350 for the three months ended March 31, 2025, an increase of $734,512 year-over-year. In the current quarter, consulting fees include $984,060 in stock-based compensation related to options and RSUs issued during the previous year. There was no stock-based compensation in the comparative period. Cash-based consulting fees were $140,802, which was a decrease of $249,548 compared to the prior year. In the comparative period, the Company incurred certain corporate advisory and consulting expenses in relation to its go-public efforts, which were not repeated in Q1 2026, following the successful completion of the Company's IPO in December 2025.
Contract labor and fuel
During the three months ended March 31, 2026, we incurred contract labor and fuel expenses of $331,116 compared to $185,775 for the three months ended March 31, 2025, an increase of $145,341 year-over-year. In the current quarter, contract labor and fuel include $143,744 in stock-based compensation related to options issued in 2025 to members of the operations team based at Kennedy Space Center. There was no stock-based compensation in the comparative period. The cash-based expenses for contract labor and fuel remained consistent year-over-year with similar level of flight activities undertaken in the current year.
Directors' fees
During the three months ended March 31, 2026, we incurred directors' fees of $44,000 compared to $42,000 for the three months ended March 31, 2025, which is relatively consistent year-over-year.
Insurance
During the three months ended March 31, 2026, we incurred insurance expense of $205,754 compared to $21,157 for the three months ended March 31, 2025, an increase of $184,597. Insurance expenses of the Company included coverages for its operations of F-104 aircrafts, as well as directors' and officers' ("D&O") coverages. The increase is mainly due to increased D&O coverages connected to the Company's listing on the NYSE American.
Management fees
Management fees for the three months ended March 31, 2026 were ($347,410) compared to expense of $75,000 for the three months ended March 31, 2025, a decrease of $422,410 year-over-year. In the current quarter, the Company paid cash management fees of $50,000 to the Company’s former CEO for overseeing the day to day operations, netted off by a reversal of previously-recognized stock-based compensation of $397,410 related to options previously issued but forfeited by the Company’s former CEO upon his resignation in February 2026. There was no stock-based compensation in the comparative period.
OfficeSelling, general and administrative
During the three months ended March 31, 2026, we incurred office and administrative expenses of $47,320 compared to $78,125 for the three months ended March 31, 2025, a decrease of $30,805 year-over-year. The decrease in administrative expenses is correlated to the reduced level of administrative work required, following the Company's successful completion of its IPO.
Listing fees
During the three months ended March 31, 2026, we incurred listing fees of $233,149 compared to $3,049 for the three months ended March 31, 2025, an increase of $230,100 year-over-year. Listing fees reflect public company costs of the Company, including transfer agent expenses, periodic fees for maintaining listings on the NYSE American, expenditures for public filings, among others. The year-over-year increase reflects increased ongoing obligations of the Company following the completion of its IPO in December 2025 to become a public company.
Professional fees
During the threesix months ended MarchJune 31,30, 2026, we incurred professionalselling, feesgeneral and administrative costs of $1,331,822$10,423,430 compared to $192,414$3,614,879 for the threesix months ended MarchJune 31,30, 2025, an increase of $1,139,408$6,808,551 year-over-year.year Inover theyear. currentThe quarter,increase professionalis feesprimarily includeddue $912,078to $4,464,752 incurred in stock-based compensation relatedto management and consultants. Outside of stock-based compensation, the remaining increase of $2,343,799 is driven by non stock-based increases in marketing, professional fees, public company costs, and personnel costs by $1,636,875, $1,115,502, $333,881, and $367,349, respectively, and partially offset by decreases in business development and consulting fees by $762,125 and $459,754, respectively. Marketing costs increased as the Company embarked on a public relations campaign to optionsraise awareness about its brand and RSUsbusiness issued in 2025 for services from a number of individuals, includingfollowing the Company's CFO,listing andon cashthe NYSE American. Increase in professional fees of $419,744. There was no stock-based compensation in the comparative period. The year-over-year increasemainly relates to additional legal, audit, and accounting fees incurred to fulfill the Company's increased reporting obligations as a result of becoming a public company in December 2025, as well as increased legal expenditures related to disputes the Company is party to, including those involving the Company's former CEO, the Aircraft Agreement, and access to certain bank accounts of the Company's subsidiaries in relation to the resignation of the Company's former CEO. Increase in public company costs is driven by the Company's listing on the NYSE American since December 2025. Increase in personnel costs is primarily due to the Company hiring numerous employees during the six months ended June 30, 2026, including hiring certain long-time contractors on a permanent basis.
Rent expense
During the three months ended March 31, 2026, we incurred rent expense of $130,753 compared to $102,751 for the three months ended March 31, 2025, an increase of $28,002 year-over-year. The Company entered into a new short-term lease for a new temporary hangar lease in Texas commencing June 2025, resulting in an increase in rent expense incurred.
Repairs and maintenance
During the three months ended March 31, 2026, we incurred repair and maintenance expenses of $2,379 compared to $5,994 for the three months ended March 31, 2025, a decrease of $3,615, which remained relatively consistent year over year.
During the threesix months ended MarchJune 31,30, 2026, we incurred research and development expenses of $83,263$85,181 compared to $255,479$441,992 for the threesix months ended MarchJune 31,30, 20252025, a decrease of $172,216$356,811 year-over-year. The decrease reflected the completion of the initial phase of testing for the Company's StarLaunch platform, as announced in January 2026 and disclosed earlier in this management's discussion and analysis.analysis, with the Company currently preparing for further research and development activities.
Impairment of aircraft deposits
During the six months ended June 30, 2026, we recognized an impairment of aircraft deposits of $5,150,000 in relation to deposits we previously made for the Aircraft Agreement with Aerovision. We determined a loss contingency event has occurred during the six months ended June 30, 2026, due to the continued non-communication and failure to respond to our demand letters for performance or return of the deposits.
Interest income
During the six months ended June 30, 2026, we earned interest income of $71,880 compared to $57,071 for the six months ended June 30, 2025, an increase of $14,809 year-over-year. Realized and unrealized gain on short-term investments for the six months ended June 30, 2026 was $196,956, compared to $25,050 for the comparative period, an increase of $171,906 year-over-year. Interest income is earned on the Company's short-term investments, and realized and unrealized gains are driven by fair value remeasurements of short-term investments as they approach maturity. The increases in both reflect the increase in balances of these short-term investments held by the Company in the current period.
Flight training income
During the six months ended June 30, 2026, we earned flight training income of $0 compared to $354,140 for the six months ended June 30, 2025, a decrease of $354,140 year-over-year. Flight training income is earned from occasional flight training activities undertaken by us for civil customers based on airspace availability, as well as availability of our personnel and equipment away from our primary activities. We have undertaken no such flights during the six months ended June 30, 2026.
Travel and entertainment
During the three months ended March 31, 2026, we incurred travel and entertainment expenditures of $113,140 compared to $255,454 for the three months ended March 31, 2025, a decrease of $142,314 year-over-year. During the comparative period, the Company was actively travelling and entertaining prospective investors, resulting in higher expenditures than in the current year.
During the threesix months ended MarchJune 31,30, 2025, the Company recognized amortization of the discount on its convertible debt of $117,067,$238,981, whereas there were no equivalent expenses in the current period. The discount related to a bifurcated conversion option and transaction costs incurred for a previously outstanding convertible debt financing. The convertible debt was fully converted and settled in December 2025, concurrently with the Company's IPO.
During the threesix months ended MarchJune 31,30, 2025, the Company recorded a change in the fair value of its derivative liability of $704,662,$548,763, whereas there were no equivalent expenses in the current period. The derivative liability resulted from a conversion option on the Company's previously existing convertible debt which was bifurcated as the number of shares to be issued upon conversion may vary. The change in fair value reflects updates to key valuation inputs into the Monte Carlo valuation, including the Company's share price, expected volatility and time to maturity. The convertible debt was fully converted and settled in December 2025, concurrently with the Company's IPO.
Other income
FJET insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 10 trade dates, 1,050,821 shares, about $7.2M). Net open-market shares: -1,050,821 (purchases minus sales); net value about -$7.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-04 | Svetkoff Richard William |
Open-market sale | 30,092 | $3.95 | $118.9K |
| 2026-06-16 | Goldmeier Brian Yale |
Option exercise | 56,250 | — | — |
| 2026-06-16 | Bromley Sean David |
Option exercise | 168,750 | — | — |
| 2026-06-16 | Whitney David Kirk |
Option exercise | 562,500 | — | — |
| 2026-06-05 | Goldmeier Brian Yale |
Option exercise | 7,500 | — | — |
| 2026-06-05 | Whitney David Kirk |
Option exercise | 75,000 | — | — |
| 2026-06-05 | Bromley Sean David |
Option exercise | 22,500 | — | — |
| 2026-06-04 | Svetkoff Richard William |
Open-market sale | 94,908 | $10.24 | $971.9K |
| 2026-06-01 | Svetkoff Richard William |
Open-market sale | 222,956 | $8.55 | $1.9M |
| 2026-05-26 | Svetkoff Richard William |
Open-market sale | 50,000 | $7.50 | $375.0K |
| 2026-05-22 | Svetkoff Richard William |
Open-market sale | 329,100 | $6.39 | $2.1M |
| 2026-05-21 | Svetkoff Richard William |
Open-market sale | 59,992 | $5.15 | $309.0K |
| 2026-05-20 | Svetkoff Richard William |
Open-market sale | 13,773 | $5.21 | $71.8K |
| 2026-05-15 | Svetkoff Richard William |
Open-market sale | 75,000 | $5.21 | $390.8K |
| 2026-05-11 | Svetkoff Richard William |
Open-market sale | 100,000 | $5.46 | $546.0K |
| 2026-05-08 | Svetkoff Richard William |
Open-market sale | 75,000 | $5.72 | $429.0K |
Well-known investors holding FJET (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 2,985,074 | $15.9M | 0.01% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 284,115 | $1.5M | 0.0% | Added 101% |