Firefly Aerospace (FLY) Registration Filing summary

Use of proceeds and capital allocation

• Proceeds from the IPO will be used to repay all borrowings under the Credit Agreement, pay accrued and unpaid dividends on Series C and D Preferred Stock, and for general corporate and working capital purposes.

• As of March 31, 2025, $136.1 million was outstanding under the Credit Agreement, with an interest rate of 13.875% per annum and a maturity date of July 17, 2028.

• Accrued and unpaid dividends on Series C and D Preferred Stock totaled $67.7 million as of March 31, 2025.

• Any remaining proceeds after debt and dividend payments will be used for general corporate and working capital needs.

Risk factors and disclosures

• Risks include failure to manage growth, delayed or failed launches, inability to manufacture at scale, operational hazards, and reliance on a few major customers.

• The company faces significant competition, market volatility, and regulatory risks, including government contract dependencies and compliance requirements.

• Substantial indebtedness and the need for additional capital could impact financial flexibility.

• AE Industrial Partners will control a majority of voting power post-IPO, qualifying the company as a “controlled company” under Nasdaq rules and exempting it from certain governance requirements.

• The company has identified a material weakness in internal control over financial reporting.

Offering details and pricing

• The IPO consists of newly issued common stock, with an underwriters’ option to purchase additional shares to cover over-allotments.

• Shares will be listed on Nasdaq under the symbol “FLY.”

• The offering is led by Goldman Sachs, J.P. Morgan, Jefferies, Wells Fargo Securities, Morgan Stanley, Deutsche Bank Securities, and Cantor, with Roth Capital Partners and Academy Securities as co-managers.

• The company will not pay cash dividends on common stock for the foreseeable future.