Published October 14, 2026. Built from the SEC filings of Starfighters Space, Inc. and its shareholders, read on October 13 and 14, 2026: the Regulation A offering circular and closing 8-Ks, the 10-K for 2025, the 10-Q for June 30, 2026, the S-1 and resale prospectus, the Schedule 13D, Form 4 and Form 144 of the founder, the Schedule 13G of Citadel, and the 8-Ks of October 2, 6 and 9, 2026. AltStreet has not asked Starfighters, Mr. Svetkoff or Equifund for comment. Statements about the founder dispute are the company's characterizations in its filings and the allegations in his complaint as the company describes them; none has been adjudicated.
Starfighters Space, Inc. operates what its filings call the world's only commercial fleet of flight-ready Lockheed F-104 supersonic jets, from a base at NASA's Kennedy Space Center, and sells pilot training, flight testing and a planned air-launch service for small payloads. Between September 2024 and December 2025 it sold 11,142,061 shares of common stock at $3.59 to retail investors under Regulation A, about $40 million, through the Equifund platform with Digital Offering LLC as selling agent. The final round closed on December 17, 2025 and the stock began trading on NYSE American the next day under the symbol FJET. On October 13, 2026 the company's prospectus supplement reported the closing price as $1.46, about 59 percent below the offering price.
The filings between those two dates document the developments of that period: a founder dispute, a write-off of aircraft deposits, losses that grew to $15.7 million in a half-year, a going-concern paragraph, a private placement below the Regulation A price, founder share sales and executive pay changes. This article sets them out in the order they were filed.
Timeline
| Date | Event | Source |
|---|---|---|
| September 6, 2024 | Regulation A Tier 2 offering commences at $3.59 a share, hosted on Equifund, Digital Offering LLC as lead selling agent | Form 1-A, 253G1 |
| October to November 2024 | First closings: 2,456,710 shares issued | 10-K FY2025 |
| January 24 and March 3, 2025 | Subsidiary pays $5,000,000 of deposits to Aerovision LLC for used F-4 Phantom II aircraft to be delivered in phases | 10-Q Q2 2026 |
| December 10, 2025 | Post-qualification amendment qualified, raising the maximum to 11,142,061 shares; 4,996,697 shares sold to that date for $17,938,142 to 2,697 investors | 10-K FY2025, 253G1 |
| December 17, 2025 | Final closing: 6,145,364 shares, about $22.1 million gross, about $1.65 million of selling-agent commissions, 61,402 agent warrants at $3.59 | 8-K of December 22, 2025 |
| December 18, 2025 | Trading begins on NYSE American as FJET; the quarter's reported high bid is $31.50 and low bid $5.99 | 10-K FY2025 |
| February 3 and 17, 2026 | Company reports transfers of $500,000 and $1,395,869 out of its accounts by the founder without board or audit committee approval | 10-Q Q2 2026 |
| February 19, 2026 | Rick Svetkoff (president, CEO, director) and Brenda Svetkoff (secretary) resign; Tim Franta becomes CEO | 10-K FY2025, 10-Q |
| April 9, 2026 | Svetkoff sues the company and its directors in Brevard County, Florida, seeking $26 million | 10-K, 10-Q |
| April 13, 2026 | Last reported sale $4.74; 44,173,972 shares outstanding; about 1,910 holders of record | 10-K FY2025 (filed April 15) |
| May 15, 2026 | Regions Bank restricts the Texas subsidiary's accounts over the control dispute; Flagship Bank has restricted the Florida subsidiary's | 10-Q |
| May 22 to 27, 2026 | Private placement: 5,223,879 new shares issued to three investors at $3.35, $17,499,995 gross, $1,360,015 of issuance costs | 10-Q, Form D of June 5, S-1 |
| May 8 to August 4, 2026 | Svetkoff sells 1,050,821 shares at $3.95 to $10.24, about $7.2 million | Form 4 of August 31 |
| June 30, 2026 | Aerovision deposits fully impaired, $5,150,000 | 10-Q Q2 2026 |
| August 10, 2026 | Subsidiary sues Aerovision and its principals in Brevard County for breach of contract and conversion | 10-Q Q2 2026 |
| August 19, 2026 | 10-Q: first-half net loss $15,727,338, operating cash outflow $10,060,406, going-concern paragraph, material weaknesses | 10-Q Q2 2026 |
| August 31, 2026 | Svetkoff files a Schedule 13D on 13,119,179 shares, about 24 percent, stating his purpose as business combination and acquisition | Schedule 13D |
| September 4, 2026 | S-1 registering the resale of the May placement shares goes effective | 424B3 |
| September 14, 2026 | Form 144: Svetkoff gives notice of a proposed sale of 566,124 shares, about $1.1 million | Form 144 |
| September 28, 2026 | CEO salary set at $350,000 from $108,000, CFO at $300,000 from $180,000, with bonus plans and back pay to March 1 | 8-K of October 2 |
| October 6 and 9, 2026 | Annual meeting set for December 17; advance-notice bylaw adopted for shareholder nominations and proposals | 8-Ks of October 6 and 9 |
| October 13, 2026 | Prospectus supplement states the closing price as $1.46 | 424B3 supplement |
The Offering and Its Costs
The Regulation A offering was priced at $3.59 throughout its fifteen months. The 10-K gives the arithmetic: 2,456,710 shares in three closings in late 2024; 4,996,697 shares sold in total by December 10, 2025, for $17,938,142, to 2,697 investors; and a final closing on December 17, 2025 of all 6,145,364 shares then remaining, about $22.1 million gross. The whole offering was 11,142,061 shares, which at $3.59 is $40.0 million. The final round carried about $1.65 million of commissions to Digital Offering plus 61,402 agent warrants exercisable at $3.59 until 2029.
Equifund's role was hosting and investor processing. The offering statement provided for a $40,000 startup fee, $50 per investor and approximately $850,000 of processing fees to Equifund Technologies LLC. Those are terms in the offering documents; the company's filings report the selling-agent commission as a payment and exclude "investor fees paid to Equifund" from its stated offering expenses. AltStreet's Equifund review sets Starfighters beside the platform's two other issuers with a public quote, Sky Quarry and Nevada Canyon Gold, all three of which traded below their Equifund offering prices on October 9, 2026.
The capital structure also carried instruments with exercise prices well below the offering price. At January 1, 2026 the company had 6,346,420 warrants outstanding at a weighted average exercise price of $0.39; 3,722,500 were exercised in the first half of 2026 at $0.33, and 2,623,920 remained at $0.47. It also had 2,415,000 options at $3.59. The 10-Q does not name the warrant holders or state what they gave for the warrants, so an exercise price is not a purchase price; it is the amount paid on exercise.
Trading Prices After Listing
The 10-K's market table reports a high bid of $31.50 and a low bid of $5.99 for the quarter ended December 31, 2025, with the standard note that the quotations reflect inter-dealer prices and may not reflect actual transactions. The last reported sale on April 13, 2026 was $4.74. The resale prospectus cites a close of $3.79 on August 24, 2026, and the October 13 prospectus supplement a close of $1.46. The filings do not explain the price movements, and this article does not attempt to. No stock split or other adjustment appears in the filings reviewed, so the $3.59 offering price and the $1.46 close are comparable.
The Founder Dispute, as the Company Describes It
Rick Svetkoff founded the business and, until February 19, 2026, was its president, chief executive and a director; his wife Brenda was corporate secretary. The 10-K's risk factors say the company "has been highly dependent on the services of Rick Svetkoff" and that "it remains unclear whether his resignation on February 19, 2026, will adversely affect the Company's ability to compete in the long term."
The 10-Q for June 30, 2026 states that on February 3 and February 17, 2026 Mr. Svetkoff "withdrew and transferred funds amounting to $500,000 to an account not held in the name of the Company or its subsidiaries, and $1,395,869 to Rick Svetkoff and RLB Aviation, Inc., a company controlled by Brenda Svetkoff, respectively, without approval of the Company's Board of Directors or Audit Committee." It adds $19,502 of rent on a residential property paid from company funds in February, and $5,788 not returned from a bank account it says was opened in 2024 without board approval, for a total of $1,921,159. The 10-K separately states that Mr. Svetkoff "opened an offshore bank account in the Company's name at Hamilton Reserve Bank of St. Kitts and Nevis and transferred approximately $1.0 million of SFII's funds into that account without authorization, though the funds were subsequently returned and such account was closed." SFII is Starfighters International, Inc., the Florida operating subsidiary.
The accounting treatment is set out in the same note. Mr. Svetkoff and a company owned by his wife had lent the company money under interest-free notes dating to 2010. The company says it "was notified" during the first half that the withdrawals "were intended for repaying the related party notes payable," and it applied $1,526,126 of the $1,921,159 against those notes, which it now reports at zero. It recorded the remaining $395,033 as a "loss to misappropriation of assets" and says it "intends to pursue a recovery thereof." Whether the withdrawals were authorized or justified is the subject of the litigation described next; the filings record the company's position and its accounting, not a resolution.
On April 9, 2026 Mr. Svetkoff filed suit against the company and its board in the 18th Judicial Circuit in Brevard County, Florida. As the company describes the complaint, it alleges breach of fiduciary duty, deceptive and unfair trade practices, and improper control and alteration of corporate records, and seeks $26 million in damages, injunctive relief and the starfighters.net domain. The company denies the allegations, says it is "evaluating potential counterclaims" for conversion, misappropriation and breach of fiduciary duty, and "is also evaluating whether to refer certain matters to governmental authorities." Nothing has been accrued for the suit. AltStreet has not reviewed the state-court docket.
The dispute reached the bank accounts. Flagship Bank placed restrictions on all of SFII's accounts, and on May 15, 2026 Regions Bank did the same for Starfighters International, Inc., the Texas subsidiary, "due to ongoing dispute with Rick Svetkoff, former CEO and Director, over the control of bank accounts." At June 30 the company reported $946,718 of cash and $508,229 of investments as restricted, about $1.45 million in total. The 10-K also records a $2,200,000 asset purchase from HGI, a company Mr. Svetkoff half-owns, under an agreement he signed for both sides.
The Aircraft Deposits
The largest single item in the first-half loss is unrelated to the founder. Under an aircraft acquisition agreement dated October 31, 2024 and amended January 28, 2025, SFII agreed to buy used aircraft from Aerovision LLC, a Florida company, in phases; the aircraft originally identified were twelve F-4 Phantom II jets decommissioned by the Republic of Korea Air Force. SFII paid a $5,000,000 deposit in two installments on January 24 and March 3, 2025. The 10-Q states that Aerovision "has not provided any information as to the availability of any of the F-4 Phantom II aircraft" and that "all recent attempts by our Company to contact Aerovision have been unsuccessful." As of June 30, 2026 the company fully impaired the deposits, a $5,150,000 charge, and on August 10, 2026 SFII filed a complaint in Brevard County against Hunter Daniels doing business as Aerovision and two individuals, alleging breach of contract and conversion. AltStreet has not reviewed that docket either. The deposit sat on the December 31, 2025 balance sheet within $5,368,914 of long-term deposits, which were $218,914 at June 30.
The Numbers
| Measure | Six months to June 30, 2026 | Six months to June 30, 2025 | Year to December 31, 2025 |
|---|---|---|---|
| Net loss | $15,727,338 | $4,587,534 | $16,543,616 |
| Of which stock-based compensation | $4,464,752 | none | $6,069,560 |
| Of which impairment of aircraft deposits | $5,150,000 | none | none |
| Net cash used in operations | $10,060,406 | $3,488,588 | $8,227,372 |
| Cash plus short-term investments at period end | $23,183,200, of which $1,454,947 restricted | not compared | $19,855,303 |
| Total assets at period end | $32,532,280 | not compared | $28,386,884 |
| Shares outstanding | 54,871,020 at June 30; 54,996,019 at August 14 | not compared | 44,173,972 at April 13, 2026 |
The 10-K says the company "has generated revenues and other income of less than $1,000,000 annually" since inception and reports net losses of $4,681,583 for 2023, $7,908,777 for 2024 and $16,543,616 for 2025. The first-half 2026 loss is 3.4 times the first half of 2025. The 10-Q attributes the increase to selling, general and administrative costs of $10,423,430 against $3,614,879, chiefly the $4,464,752 of stock-based compensation, and to the $5,150,000 impairment.
The cash and short-term investments on the balance sheet, $23.2 million at June 30, are offering proceeds: the Regulation A money of December 2025 and the private placement of May 2026. Operations consumed $10.1 million in six months. Management's going-concern note in the unaudited 10-Q reads: "The Company has historically operated at a loss and had negative cash flows from operations, and access to certain bank accounts is restricted due to ongoing dispute and litigation. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year." The audited 10-K for 2025 states that the auditors indicated the same doubt for that year. Management also reports material weaknesses in internal control, beginning with insufficient segregation of duties, and concludes its disclosure controls were not effective.
The Private Placement and Its Resale Registration
On May 22, 2026 the company signed a securities purchase agreement with three investors for 5,223,879 new shares at $3.35, $17,499,995 in gross proceeds, and issued the shares on May 27. Issuance costs were $1,360,015, including a $1,049,999 placement commission reported on the Form D. The Form 4 of the founder records his own sales at $5.15 to $6.39 in the same week, so the placement was priced below the market at the time and below the $3.59 Regulation A price. The dilution happened at issuance: the share count rose from about 44.2 million to about 54.9 million between April and June, of which the placement was 5.2 million.
The company had granted the buyers registration rights. An S-1 registering the resale of those existing shares went effective on September 4, 2026; it created no new shares, but it let the holders sell registered stock at any time. The prospectus says of them: "The Selling Stockholders acquired the Resale Shares at an effective price lower than the trading price as of the date of this prospectus and may therefore experience a positive rate of return on their investment, even if our public stockholders experience a negative rate of return on their investment." It puts the shares at about 9.5 percent of the company and calculates a potential profit of about $0.44 a share at the August 24 close of $3.79. At the October 13 close of $1.46 the placement price is also above the market. The names of the three investors are in the prospectus table; AltStreet has not reproduced them here.
Founder Share Sales
Mr. Svetkoff remained the largest shareholder after resigning. His Form 4 of August 31, 2026 reports ten open-market sales between May 8 and August 4: 75,000 shares at $5.72, 100,000 at $5.46, 75,000 at $5.21, 13,773 at $5.21, 59,992 at $5.15, 329,100 at $6.39, 50,000 at $7.50, 222,956 at $8.55, 94,908 at $10.24 and 30,092 at $3.95, a total of 1,050,821 shares for about $7.2 million by AltStreet's arithmetic, leaving him 13,119,179 shares, about 24 percent of the 54,996,019 outstanding. The same day he filed a Schedule 13D, the form for a holder above 5 percent who does not claim passive intent, stating his purpose as "business combination and acquisition." On September 14 a Form 144 was filed on his behalf through Morgan Stanley Smith Barney giving notice of a proposed sale of 566,124 shares with a market value of $1,115,264, acquired in September 2022 under an equity exchange agreement with the company. A Form 144 is a notice of intent, not a record of a sale. Citadel entities filed a Schedule 13G on October 6 reporting a passive position as of June 30, 2026.
Executive Pay, the Annual Meeting and a Bylaw
On October 2 the company reported that on September 28 its compensation committee and board had set chief executive Tim Franta's salary at $350,000, from $108,000, with a bonus of up to 50 percent of salary, and chief financial officer David Whitney's at $300,000, from $180,000, with a bonus of up to 30 percent, and approved back pay for both from March 1, 2026 equal to the difference between what they were paid and what the new salaries would have paid over that period. Bonus amounts above $75,000 are paid 65 percent in cash and 35 percent in restricted stock units vesting over three years. On October 6 the company reported that its annual meeting will be held on December 17, 2026. On October 9 it reported a bylaw amendment adding advance-notice procedures that stockholders must follow to nominate directors or bring business before a meeting.
What a Regulation A Investor Can Take From This
- A listing provides a market price, not a different company. Starfighters is one of the few Regulation A issuers whose shares trade on an exchange; the same filings that give the quote also give the losses, the dispute and the financing terms.
- The first 10-K and 10-Q after a listing carry what the offering page did not. The going-concern paragraph, the material weaknesses, the restricted accounts, the founder transfers and the deposit impairment are in the notes to the financial statements.
- Issuance and registration are separate events. New shares diluted holders when the placement closed in May; the September S-1 made existing shares freely resalable. Both are worth reading, for different reasons.
- Forms 4 and 144 record insider sales in two short filings. They are the only public record of the founder's $7.2 million of sales and his notice of more.
- The intermediary and the issuer have separate records. Equifund hosted the offering and was entitled to the fees in the offering documents; the losses, the dispute and the financing belong to the issuer. The intermediary's record is the set of outcomes across its issuers, which AltStreet's review keeps.
Where the Record Lives
Every fact in this article comes from filings made by Starfighters Space or its shareholders. AltStreet's page for Starfighters Space, Inc. carries the issuer's filing history from the 2024 offering statement through the October 2026 prospectus supplement, and the Equifund review records the three Equifund issuers with a public quote against the prices their investors paid. The AltStreet Terminal reads new filings as they post and lets a subscriber put an issuer on a watchlist with a daily digest of its filing events, including Form 4 and Form 144 insider sales, S-1 resale registrations, going-concern language, auditor changes and 8-K items such as executive departures and compensation changes. That is a description of what the Terminal does now; this article does not claim that any subscriber was alerted to Starfighters' filings as they happened.
Sources
- Starfighters Space, Inc. (CIK 1947016), Form 253G1 offering circular, filed December 10, 2025 (accession 0001062993-25-017265); 8-Ks of December 18, 2025 (0001062993-25-017388, Canadian prospectus) and December 22, 2025 (0001062993-25-017453, final Regulation A closing).
- Form 10-K for the year ended December 31, 2025, filed April 15, 2026 (0001062993-26-002001); Form 10-Q for the quarter ended June 30, 2026, filed August 19, 2026 (0001062993-26-004518), including the Aerovision disclosure and the going-concern, related-party and litigation notes.
- Form D, filed June 5, 2026 (0001062993-26-003065); Form S-1/A, August 26, 2026 (0001062993-26-004648); prospectus under Rule 424(b)(3), September 4, 2026 (0001062993-26-004841); prospectus supplement No. 1, October 13, 2026 (0001062993-26-005304).
- Schedule 13D of Richard William Svetkoff, August 31, 2026 (0001493152-26-040788); Form 4, August 31, 2026 (0001493152-26-040889); Form 144, September 14, 2026 (0001950047-26-009392); Schedule 13G of Citadel Advisors LLC and affiliates, October 6, 2026 (0001104659-26-114128).
- 8-Ks of October 2, 2026 (0001062993-26-005167, executive compensation), October 6, 2026 (0001062993-26-005199, annual meeting) and October 9, 2026 (0001062993-26-005267, bylaw amendment).
- AltStreet, Equifund review (October 9, 2026, updated October 14, 2026), for the Equifund fee terms and the quoted outcomes of Sky Quarry, Nevada Canyon Gold and Starfighters Space.