Starfighters Space Inc.

10/28/2024 | Press release | Distributed by Public on 10/28/2024 13:51

Securities Offering by Private Issuer - Form 253G2

Starfighters Space, Inc.: Form 253G2 - Filed by newsfilecorp.com

Filed pursuant to Rule 253(g)(2)
File No. 024-12488

SUPPLEMENT NO. 4 DATED OCTOBER 28, 2024
TO THE OFFERING CIRCULAR DATED SEPTEMBER 6, 2024

______________________________________

STARFIGHTERS SPACE, INC.
Reusable Launch Hangar, Hangar Rd.
Cape Canaveral, FL, 32920
312-261-0900

This document supplements, and should be read in conjunction with, the offering circular of Starfighters Space, Inc. ("we," "our," "us," or the "Company"), dated September 6, 2024 (the "Offering Circular"), Supplement No. 1 to Offering Circular filed with the Securities and Exchange Commission (the "SEC") on September 20, 2024, Supplement No. 2 to Offering Circular filed with the SEC on September 25, 2024, and Supplement No. 3 to Offering Circular filed with the SEC on October 8, 2024. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Offering Circular.

This supplement is being filed to include the attached Current Report on Form 1-U filed by the Company with the SEC on October 28, 2024.

Investing in our Common Stock involves a high degree of risk. These are speculative securities. You should purchase these securities only if you can afford a complete loss of your investment. See "Risk Factors" in the Offering Circular starting on page 10 for a discussion of certain risks that you should consider in connection with an investment in our securities.

THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The date of this Supplement No. 4 to the Offering Circular is October 28, 2024.

CURRENT REPORT ON FORM 1-U

(See attached)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

CURRENT REPORT PURSUANT TO REGULATION A

Date of Report (Date of earliest event reported): October 28, 2024 (October 23, 2024)

STARFIGHTERS SPACE, INC.

(Exact name of issuer as specified in its charter)


Delaware 92-1012803
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)

Reusable Launch Vehicle Hangar, Hangar Rd.

Cape Canaveral, FL, 32920

(Full mailing address of principal executive offices)


321-261-0900

(Issuer's telephone number, including area code)

Title of each class of securities issued pursuant to Regulation A: Shares of Common Stock

Item 9.Other Events

Initial Closing of Offering under Regulation A

On October 23, 2024, Starfighters Space, Inc. (the "Company") conducted an initial closing of the Company's offering under Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings, pursuant to which it sold 1,084,400 shares of the Company's common stock at a price of $3.59 per share, for gross proceeds of $3,892,996.

In connection with the initial closing, the Company also issued 10,844 Agent's Warrants to Digital Offering, LLC which are exercisable for 10,844 shares of common stock of the Company at an exercise price of $3.59 per share until September 6, 2029.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STARFIGHTERS SPACE, INC.
DATE: October 28, 2024 By: /s/ David Whitney
David Whitney
Chief Financial Officer