As filed with the Securities and Exchange Commission on March 19, 2026.
File No. 333-291599
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON
FORM S-1
UNDER
THE SECURITIES ACT OF 1933
Firefly Aerospace Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 3761 | 81-5194980 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1320 Arrow Point Drive #109
Cedar Park, TX 78613
512-893-5570
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Jason Kim
Chief Executive Officer
1320 Arrow Point Drive #109
Cedar Park, TX 78613
512-893-5570
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Robert M. Hayward, P.C. Kevin M. Frank Kirkland & Ellis LLP 333 West Wolf Point Plaza Chicago, IL 60654 (312) 862-2000 |
David Wheeler General Counsel 1320 Arrow Point Drive #109 Cedar Park, TX 78613 512-893-5570 |
Approximate date of commencement of the proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
Registration No.: 333-291599
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
ADDITION OF EXHIBIT
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-291599) is being filed to include as an exhibit Grant Thornton LLP’s consent to the use of its report dated March 19, 2026, with respect to the consolidated financial statements of Firefly Aerospace Inc. and its subsidiaries (the “Company”) included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2025 in such registration statement and the related prospectus. The report of Grant Thornton LLP was filed in the Prospectus Supplement No. 2 dated March 19, 2026 filed pursuant to Rule 424(b)(3).
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
| Exhibit No. | Description | |
| 23.3 | Consent of Grant Thornton LLP, independent registered public accounting firm. | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cedar Park, Texas on March 19, 2026.
| FIREFLY AEROSPACE INC. | ||
| By: | /s/ Jason Kim | |
| Name: | Jason Kim | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jason Kim Jason Kim |
Chief Executive Officer & Director |
March 19, 2026 | ||
| /s/ Darren Ma Darren Ma |
Chief Financial Officer |
March 19, 2026 | ||
| /s/ Remington Wu Remington Wu |
Chief Accounting Officer |
March 19, 2026 | ||
| /s/ * Kirk Konert |
Director |
March 19, 2026 | ||
| /s/ * Marc Weiser |
Director |
March 19, 2026 | ||
| /s/ * Christopher Emerson |
Director |
March 19, 2026 | ||
| /s/ * Thomas Zurbuchen |
Director |
March 19, 2026 | ||
| /s/ * Pamela Braden |
Director |
March 19, 2026 | ||
| /s/ * Kevin McAllister |
Director |
March 19, 2026 | ||
| /s/ * Jon Lusczakoski |
Director |
March 19, 2026 | ||
| /s/ * Ryan Boland |
Director |
March 19, 2026 | ||
| *By: |
/s/ Darren Ma Darren Ma, Attorney-in-Fact |
|||||
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