Starfighters Space Inc 2025年度报告

FORM 10-K (Mark One)☒Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended:December 31, 2025 ☐Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to _______. Commission file number:001-43009 STARFIGHTERS SPACE, INC.(Exact name of registrant as specified in its charter) 92-1012803(IRS EmployerIdentification Number) Delaware(State or other jurisdiction ofincorporation or organization) 505 Odyssey Way, Suite 203Kennedy Space Center, Florida, USA32953(Address of principal executive offices) Registrant's telephone number, including area code(321) 261-0900 Securities registered under Section 12(b) of the Exchange Act: Securities registered under Section 12(g) of the Exchange Act: None.(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smallerreporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated Filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction or an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recover analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold as of the last business day of the registrant's most recently completed second fiscal quarter($3.59 on June 30, 2025) was approximately $24,680,647. The registrant had 44,173,972 shares of common stock outstanding as of April 13, 2026. Table of Contents PagePART I2Item 1Business2Item 1ARisk Factors10Item 1BUnresolved Staff Comments21Item 1CCybersecurity21Item 2Properties23Item 3Legal Proceedings24Item 4Mine Safety Disclosures25PART II25Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25Item 6[Reserved]27Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations27Item 7AQuantitative and Qualitative Disclosures About Market Risk38Item 8Financial Statements and Supplementary Data38Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure39Item 9AControls and Procedures39Item 9BOther Information41Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections41PART III42Item 10Directors, Executive Officers and Corporate Governance42Item 11Executive Compensation48Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters53Item 13Certain Relationships and Related Transactions, and Director Independence55Item 14Principal Accounting Fees and Services57PART IV58Item 15Exhibits, Financial Statem