12/18/2025 | Press release | Distributed by Public on 12/18/2025 05:16
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus does not constitute an offer to see or the solicitation of an offer to buy any securities. This non-offering prospectus does not constitute a public offering of securities.
PROSPECTUS
| Non-Offering Prospectus | December 17, 2025 |
STARFIGHTERS SPACE, INC.
No securities are being offered pursuant to this Prospectus.
This non-offering prospectus (the "Prospectus") is being filed with the securities regulatory authority in the Province of British Columbia to enable Starfighters Space, Inc. (the "Corporation" or "Starfighters") to become a "reporting issuer" in the Province of British Columbia under the Securities Act (British Columbia), notwithstanding that no sale of securities is contemplated herein.
Since no securities are being offered pursuant to this Prospectus, no proceeds will be raised, and all expenses incurred in connection with the preparation and filing of this Prospectus will be paid by the Corporation from its general corporate funds.
The Corporation has filed a registration statement on Form 8-A (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC"), for the purpose of registering its securities under section 12(b) of the U.S. Securities Exchange Act of 1934 (the "Exchange Act") in connection with the listing of the Corporation's common shares ("Common Shares") on the NYSE American LLC ("NYSE American"). The Registration Statement was declared effective by the SEC on December 12, 2025. NYSE American has approved the listing of the Common Shares for trading on under the symbol "FJET", effective as of December 18, 2025 (the "Listing Date").
The Company is a "SEC issuer" as such term is defined under National Instrument 51-102 - Continuous Disclosure Obligations.
No underwriter or selling agents have been involved in the preparation of this Prospectus or performed any review or independent due diligence of the contents of this Prospectus.
As contemplated by Part 19 of National Instrument 41-101 General Prospectus Requirements ("NI 41-101"), on December 3, 2025, the Corporation applied for exemptive relief from the requirement in section 2.3(1.1) of NI 41-101 to file its final prospectus no later than 90 days from September 5, 2025. The exemption granted will be evidenced by the issuance of a receipt for this Prospectus, as contemplated under section 19.3 of NI 41-101.
The Corporation is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction and each of Rick Svetkoff, Tim Franta, Brian Goldmeier, and Geoff Hickman, directors of the Corporation, reside outside Canada. The Corporation, Rick Svetkoff, Tim Franta, Brian Goldmeier, and Geoff Hickman have appointed McMillan LLP, having an office at 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6B 4N7 as their agent for service of process.
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Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.
An investment in securities of the Corporation is speculative and involves a high degree of risk. In reviewing this Prospectus, you should carefully consider the matters described under the heading "Risk Factors".
The Corporation must obtain a launch license from the U.S. Federal Aviation Administration ("FAA") Office of Commercial Space Transportation to operate the "Launch Services" and "Access to Space" portion of its business objectives. See "Business Objectives and Milestones - Regulatory Compliance."
The Corporation's head office and mailing address is Reusable Launch Vehicle Hangar, Hangar Road, Cape Canaveral, Florida, 32920, and the Corporation's phone number is 321-261-0900. The Corporation's registered and records office is located at 850 New Burton Road, Suite 201, Dover, Delaware, 19904. The Corporation's website address is https://starfightersspace.com/. The information contained therein or accessible thereby shall not be deemed to be incorporated into this Prospectus.
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