| Item 1. | |
| (a) | Name of issuer:
Firefly Aerospace Inc. |
| (b) | Address of issuer's principal executive offices:
1320 ARROW POINT DR, SUITE 109, CEDAR PARK, TX, 78613 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Glow NS Holdings, LLC.;
(ii) Glow B Holdings, LLC;
(iii) Glow C Holdings, LLC;
(iv) Glow D Holdings, LLC;
(v) AE Co-Investment Partners Fund III-F, L.P.; and
(vi) AE Industrial Partners Structured Solutions I, LP (together with each of the foregoing, the "AE Holders.")
(vii) AeroEquity GP, LLC (the "AE GP," and together with the AE Holders, the "AE Reporting Persons.")
(viii) Thomas Markusic
(ix) Mitsui & Co., LTD.
(x) Marc Allen Weiser |
| (b) | Address or principal business office or, if none, residence:
The AE Reporting Persons: 6700 Broken Sound Pkwy NW, Boca Raton, FL 33487
Thomas Markusic: 1320 ARROW POINT DRIVE, #109, CEDAR PARK, TX, 78613
Mitsui & Co., LTD.: 2-1, OTEMACHI 1-CHOME, CHIYODA-KU, TOKYO, Japan, 100-8631
Marc Allen Weiser: 320 N. Main St, Suite 400, Ann Arbor, MI 48104 |
| (c) | Citizenship:
See response to Item 4 on each cover page. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 |
| (e) | CUSIP No.:
31816X106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. |
| (b) | Percent of class:
See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
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| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
AeroEquity GP, LLC is the ultimate General Partner or Managing Member of each of the AE Holders and may therefore be deemed to have voting and dispositive power over 58,705,432 shares of Common Stock and 100,320 shares of Common Stock issuable in exercise of 100,320 Warrants, representing 58,805,752 aggregate shares of Common Stock directly held by the AE Holders.
Thomas Markusic directly holds and therefore has voting and dispositive power over 7,478,389 shares of Common Stock and 5,008,700 shares of Common Stock issuable in exercise of 5,008,700 Options, representing an aggregate of 12,487,089 shares of Common Stock.
Mitsui & Co., LTD. directly holds and therefore has voting and dispositive power over 5,033,121 shares of Common Stock.
Marc Allen Weiser is the Managing Member of BGW Ventures IV, LP and RPM Ventures IV, L.P., which hold 2,840,043 and 1,205,209 shares of Common Stock respectively, and therefore Mr. Weiser may be deemed to have voting and dispositive power over the 4,045,252 aggregate shares of Common Stock directly held by such entities.
As a result of the Director Nomination Agreement, dated as of August 6, 2025, by and among the Issuer and each of the reporting persons (filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on such date), the AE Reporting Persons, Thomas Markusic, Mitsui & Co., LTD., and Marc Allen Weiser, may be deemed to consititute a group for purposes of Section 13(g), which group would beneficially own an aggregate of 80,371,214 shares of Common Stock which represents approximately 53% of the outstanding shares of Common Stock. Notwithstanding the foregoing, nothing in this statement shall be deemed an admission of membership in any such group or of ownership of the reported securities for purposes of Section 13(d) or Section 13(g) of the Exchange Act.
On November 10, 2025, in connection with the Issuer's acquisition of SciTec, LLC (the "SciTec Acquisition"), the recipients of certain newly-issued shares of Common Stock granted limited voting proxies to the AE Holders with respect to director election matters (the "Voting Proxies"). The AE Holders have undertaken to exercise the Voting Proxies solely to the extent required to maintain the reporting persons' aggregate percentage of beneficial ownership in the Common Stock as of immediately prior to the completion of the SciTec Acquisition. As a result, the group referred to in the preceding paragraph continues to beneficially own shares of Common Stock representing approximately 53% of the outstanding shares of Common Stock.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)