Firefly Aerospace Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 31, 2025, Firefly Aerospace Inc., a Delaware corporation (the “Company”) completed its acquisition of SciTec Innovations, LLC, a Delaware limited liability company and the successor entity of SciTec, Inc. (“SciTec”), via the transactions (collectively, the “Transactions”) contemplated by that certain Agreement and Plan of Reorganization, dated as of October 5, 2025 (as amended, the “Reorganization Agreement”).
At the closing of the Transactions (the “Closing”), the Company paid to the Sellers (as defined in the Reorganization Agreement) an aggregate purchase price of approximately $855.6 million, consisting of (i) $300 million in cash and (ii) 11,111,116 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), valued at approximately $555.6 million (based on an agreed price per share of $50.00). The issuance of the Common Stock at the Closing was made in reliance on an exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Section 4(a)(2) thereof, relating to sales by an issuer not involving a public offering.
The foregoing description of the Reorganization Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Reorganization Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 6, 2025 and is incorporated by reference into this Item 2.01.
| Item 7.01 | Regulation FD Disclosure. |
On November 5, 2025, the Company issued a press release announcing the completion of the SciTec acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of Firefly Aerospace Inc., dated November 5, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIREFLY AEROSPACE INC. | ||||||
| Date: November 5, 2025 | By: | /s/ Jason Kim | ||||
| Jason Kim | ||||||
| Chief Executive Officer | ||||||