STARFIGHTERS SPACE, INC.
5,223,879 Shares of Common Stock
This prospectus relates to the resale, from time to time, by the selling stockholders named in this prospectus (including their respective successors and assigns) (the "Selling Stockholders") of up to 5,223,879 shares of common stock, par value $0.00001 per share (the "Common Stock"), of Starfighters Space, Inc. ("us," "we," "Starfighters," or the "Company") held by the Selling Stockholders (the "Resale Shares"). The Resale Shares were issued to the Selling Stockholders (the "PIPE Investors") pursuant to the Securities Purchase Agreement, dated May 22, 2026 (the "PIPE SPA"), by and among the Company and the PIPE Investors (the "PIPE").
We are registering resale of the Resale Shares to satisfy certain registration rights we have granted to the PIPE Investors pursuant to that certain registration rights agreement, dated May 22, 2026, by and among the Company and the PIPE Investors (the "PIPE Registration Rights Agreement"). The Selling Stockholders may offer all or part of the Resale Shares for resale from time to time through public or private transactions, at either prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell the Resale Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the Resale Shares, or both.
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