Firefly Aerospace Inc. filed Post-Effective Amendment No. 2 to its Form S-1 Registration Statement (File No. 333-291599) on November 2, 2026, to terminate the registration's effectiveness and remove all unsold shares from registration following the expiration of its contractual obligation under the SciTec merger agreement.

Key Highlights

  • Registration terminated: The filing removes from registration all shares of common stock that were registered but not sold under Registration Statement No. 333-291599.
  • Original share count: The Registration Statement had covered the offer and sale of up to 11,111,116 shares of the registrant's common stock.
  • Source of shares: The shares were issued pursuant to the Agreement and Plan of Reorganization involving SciTec, Inc., SciTec Holdco, Inc., and related parties, dated October 5, 2026.
  • Obligation lapsed October 31, 2026: The company's obligation to maintain the registration's effectiveness terminated on October 31, 2026, the date the shares became eligible for sale under Rule 144 without volume or manner-of-sale restrictions.
  • Registration history: The S-1 was initially filed November 17, 2025, amended December 15, 2025, declared effective December 19, 2025, and further amended by Post-Effective Amendment No. 1 on March 19, 2026.
  • Emerging growth company: Firefly Aerospace is classified as a non-accelerated filer and an emerging growth company under the filing's check-box designations.

Firefly Aerospace Closes Out SciTec Merger Registration After Rule 144 Eligibility Date

According to the filing, Firefly Aerospace Inc., a Delaware corporation headquartered at 2203 Scottsdale Drive, Leander, TX 78641, submitted Post-Effective Amendment No. 2 to its Form S-1 on November 2, 2026. The amendment's stated purpose is to terminate the effectiveness of the Registration Statement and to remove from registration all shares of common stock that were registered but not sold thereunder.

The Registration Statement originally covered up to 11,111,116 shares issued to selling stockholders as part of the Agreement and Plan of Reorganization among the registrant, Big Bend RV Merger Sub, Inc., Big Bend FW Merger Sub, LLC, SciTec, Inc., SciTec Holdco, Inc., and the sellers and sellers' representatives named in that agreement, dated October 5, 2026. The filing discloses that the registrant's contractual obligation to maintain the registration's effectiveness terminated on October 31, 2026, described in the filing as "the date the Shares could be sold without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, and without the requirement for the Registrant to be in compliance with the current public information requirement under Rule 144."

The amendment was signed on behalf of Firefly Aerospace Inc. by Darren Ma, Chief Financial Officer, in Cedar Park, Texas. CEO Jason Kim is listed as the agent for service in the filing's header. Legal counsel identified in the filing is Wilson Sonsini Goodrich & Rosati, P.C., of Austin, Texas.

What Was Disclosed

Firefly Aerospace filed a post-effective amendment on November 2, 2026, to deregister all unsold shares from its SciTec merger-related S-1 registration. The company's maintenance obligation under the merger agreement ended October 31, 2026, when the shares became eligible under Rule 144.