Firefly Aerospace Inc美股招股说明书(2025-12-19版)

Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) ofup to 11,111,116 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of Firefly Aerospace Inc. (“Firefly Aerospace”) that werereceived by such Selling Securityholders as consideration in connection with Firefly Aerospace’s acquisition (the “Acquisition”) of SciTec Innovations,LLC, a Delaware limited liability company. In connection with the Acquisition, the Common Stock acquired by the Selling Securityholders was valuedat $555.6million based on a price of $50.00 per share of Common Stock. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Securityholders pursuant to this prospectus. However, we willpay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in connection withthe registration of the Common Stock. We are registering the offer and sale of certain securities described above to satisfy certain registration rights we have granted. Our registration of thesecurities covered by this prospectus does not mean that the Selling Securityholders will offer or sell, any of the securities. The Selling Securityholdersand any of their permitted transferees may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices.Inconnection with the Acquisition, the Selling Securityholders have agreed not to transfer, sell, pledge, distribute or otherwise dispose of the CommonStock received in the Acquisition, or enter into any other arrangement that transfers to another person any of the economic consequences of ownershipof such shares, until February7, 2026. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sellthe securities under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock is listed on the Nasdaq Global Market under the symbol “FLY”. On December 18, 2025, the closing price of our Common Stockwas $20.07 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected tocomply with certain reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary—Implications of Being anEmerging Growth Company.” Investing in our Common Stock involves risks. See “Risk Factors” beginning on page9 to read about factors youshould consider before buying shares of our Common Stock. Prospectus dated December 19, 2025. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS9SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS58MARKET AND INDUSTRY DATA61USE OF PROCEEDS62DIVIDEND POLICY63MARKET INFORMATION64MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS65BUSINESS83MANAGEMENT105EXECUTIVE COMPENSATION111PRINCIPAL STOCKHOLDERS123SELLING SECURITYHOLDERS126CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS127DESCRIPTION OF CERTAIN INDEBTEDNESS132DESCRIPTION OF CAPITAL STOCK134SHARES ELIGIBLE FOR FUTURE SALE139PLAN OF DISTRIBUTION142LEGAL MATTERS146EXPERTS147WHERE YOU CAN FIND ADDITIONAL INFORMATION148INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 We and the Selling Securityholders have not authorized anyone to provide any information or to make any representations other than those contained inthis prospectus or in any free writing prospectuses we have prepared. We and the Selling Securityholders take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may provide you. This prospectus is not an offer to sell nor is it seeking an offer tobuy these securities in any jurisdiction where the offer or sale is not permitted. The Selling Securityholders are offering to sell, and seeking offers to buy,shares of our Common Stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus isaccurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. For investors outside the United States: neither we nor the Selling Securityholders have done anything that would permit this offering or the possessionor distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside theUnited States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of ourCommon Stock and the distribution of this prospectus outside the United States. Table of Contents A