Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Firefly Aerospace Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
31816X106 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 31816X106 |
| 1 | Names of Reporting Persons
AeroEquity GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,805,752.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
36.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Represents 58,705,432 shares of Common Stock and 100,320 shares of Common Stock issuable upon exercise of Warrants. Calculated based on 159,251,122 Common Shares outstanding as of November 10, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed on November 12, 2025, (the "Form 10-Q") with the SEC, as increased by 100,320 shares of Common Stock issuable upon exercise of Warrants.
SCHEDULE 13G
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| CUSIP No. | 31816X106 |
| 1 | Names of Reporting Persons
Thomas Markusic | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,487,089.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.60 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Represents 7,478,389 shares of Common Stock and 5,008,700 shares of Common Stock issuable upon exercise of Options. Calculated based on 159,251,122 Common Shares outstanding as of November 10, 2025, as reported on the Issuer's Form 10-Q filed with the SEC, as increased by 5,008,700 shares of Common Stock issuable upon exercise of Warrants.
SCHEDULE 13G
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| CUSIP No. | 31816X106 |
| 1 | Names of Reporting Persons
Mitsui & Co., LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,121.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Calculated based on 159,251,122 Common Shares outstanding as of November 10, 2025, as reported on the Issuer's Form 10-Q filed with the SEC.
SCHEDULE 13G
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| CUSIP No. | 31816X106 |
| 1 | Names of Reporting Persons
Marc Allen Weiser | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,045,252.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Calculated based on 159,251,122 Common Shares outstanding as of November 10, 2025, as reported on the Issuer's Form 10-Q filed with the SEC.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Firefly Aerospace Inc. | |
| (b) | Address of issuer's principal executive offices:
1320 ARROW POINT DR, SUITE 109, CEDAR PARK, TX, 78613 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Glow NS Holdings, LLC.; (ii) Glow B Holdings, LLC; (iii) Glow C Holdings, LLC; (iv) Glow D Holdings, LLC; (v) AE Co-Investment Partners Fund III-F, L.P.; and (vi) AE Industrial Partners Structured Solutions I, LP (together with each of the foregoing, the "AE Holders.") (vii) AeroEquity GP, LLC (the "AE GP," and together with the AE Holders, the "AE Reporting Persons.") (viii) Thomas Markusic (ix) Mitsui & Co., LTD (x) Marc Allen Weiser | |
| (b) | Address or principal business office or, if none, residence:
The AE Reporting Persons: 6700 Broken Sound Pkwy NW, Boca Raton, FL 33487 Thomas Markusic: 1320 ARROW POINT DRIVE, #109, CEDAR PARK, TX, 78613 Mitsui Co., LTD: 2-1, OTEMACHI 1-CHOME, CHIYODA-KU, TOKYO, Japan, 100-8631 Marc Allen Weiser: 320 N. Main St, Suite 400, Ann Arbor, MI 48104 | |
| (c) | Citizenship:
See response to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 | |
| (e) | CUSIP No.:
31816X106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Se responses to Item 9 on each cover page. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on each cover page. AeroEquity GP, LLC is the ultimate General Partner or Managing Member of each of the AE Holders and may therefore be deemed to have voting and dispositive power over 58,705,432 shares of Common Stock and 100,320 shares of Common Stock issuable in exercise of 100,320 Warrants, representing 58,805,752 aggregate shares of Common Stock directly held by the AE Holders. Thomas Markusic directly holds and therefore has voting and dispositive power over 7,478,389 shares of Common Stock and 5,008,700 shares of Common Stock issuable in exercise of 5,008,700 Options, representing an aggregate of 12,487,089 shares of Common Stock. Mitsui & Co., LTD directly holds and therefore has voting and dispositive power over 5,033,121 shares of Common Stock. Marc Allen Weiser is the Managing Member of BGW Ventures IV, LP and RPM Ventures IV, L.P., which hold 2,840,043 and 1,205,209 shares of Common Stock respectively, and therefore Mr. Weiser may be deemed to have voting and dispositive power over the 4,045,252 aggregate shares of Common Stock directly held by such entities. As a result of the Director Nomination Agreement, dated as of August 6, 2025, by and among the Issuer and each of the reporting persons (filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on such date), the AE Reporting Persons, Thomas Markusic, Mitsui & Co., LTD, and Marc Allen Weiser, may be deemed to consititute a group for purposes of Section 13(g), which group would beneficially own an aggregate of 80,371,214 shares of Common Stock which represents 48.90% of the shares of Common Stock outstanding as of November 10 (or 53.00% based on shares of Common Stock outstanding as of September 19, 2025; holdings of the Reporting Persons are as of September 30, 2025). Notwithstanding the foregoing, nothing in this statement shall be deemed an admission of membership in any such group or of ownership of the reported securities for purposes of Section 13(d) or Section 13(g) of the Exchange Act. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Exhibit A Joint Filing Agreement, dated as of November 14, 2025.