Starfighters Space, Inc.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. You should carefully consider the risks discussed in the section entitled "Risk Factors" in Part I, Item 1A in our 2025 Annual Report, which could materially affect our business, financial condition, or future results. The risks described in our 2025 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we do not currently deem material, may also materially affect our business, results of operations, cash flows and financial position. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the 2025 Annual Report.

(a) On May 22, 2026, we entered into a Securities Purchase Agreement with certain institutional investors pursuant to which we agreed to issue and sell an aggregate of 5,223,879 shares of Common Stock at a price of $3.35 per share, for aggregate gross proceeds of $17,499,994.65 (the "Private Placement"). The Private Placement closed on or about May 27, 2026. We relied upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, based on representations from each purchaser that it was an "accredited investor" within the meaning of Rule 501(a) or a "qualified institutional buyer" as defined in Rule 144A(a). Additional information regarding the Private Placement is set forth in our Current Report on Form 8-K filed with the SEC on May 22, 2026, which is incorporated herein by reference.

On June 15, 2026, we issued an aggregate of 3,530,919 shares of Common Stock (the "Warrant Shares") pursuant to the cashless exercise of 3,667,500 warrants outstanding, at an exercise price of $0.33 per share. The cashless exercise resulted in us effectively withholding and cancelling 136,581 Warrant Shares, with an aggregate value of $1,210,285.22, based on the five trading day volume weighted average price of $8.8613 per Warrant Share, to cover the aggregate exercise price of the warrants. We relied upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act with respect to the issuance of the Warrant Shares.

(b) Not applicable.

(c) There were no repurchases of our Common Stock or purchases by affiliated parties in the fiscal quarter ended June 30, 2026.

None.

Not applicable.