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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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(Amendment No. 2)*
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Firefly Aerospace Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
AeroEquity GP, LLC | ||||||||
| 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
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
50,805,752.00 | ||||||||
| 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)
30.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 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
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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
2,063,762.00 | ||||||||
| 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)
1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 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
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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
903,565.00 | ||||||||
| 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)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Firefly Aerospace Inc. | |
| (b) | Address of issuer's principal executive offices:
2203 SCOTTSDALE DRIVE, LEANDER, TX, 78641 | |
| 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) AeroEquity GP, LLC
(ii) Mitsui & Co., LTD.
(iii) Marc Allen Weiser | |
| (b) | Address or principal business office or, if none, residence:
AeroEquity GP, LLC: 6700 Broken Sound Pkwy NW, Boca Raton, FL 33487
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
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| (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.:
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| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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:
See 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:
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| (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 responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
The reported securities are directly held as follows:
33,016,575 shares of Common Stock are directly held by Glow NS Holdings, LLC;
17,688,857 shares of Common Stock and 100,320 warrants are directly held by Glow Holdings Aggregator, LLC (together with Glow NS Holdings, LLC, the "AE Holders");
2,063,762 shares of Common Stock are directly held by Mitsui & Co., LTD.;
151,970 shares of Common Stock are directly held by BGW Ventures IV, LP;
101,326 shares of Common Stock are directly held by RPM Ventures IV, L.P.;
227,197 shares of Common Stock are directly held by WFI Equity, LLC;
418,017 shares of Common Stock are directly held by WFI Venture Capital LLC; and
5,055 shares of Common Stock are directly held by BFI Equity LLC (together with BGW Ventures IV, LP, RPM Ventures IV, L.P., WFI Equity, LLC and WFI Venture Capital LLC, the "Weiser Holders").
AeroEquity GP, LLC is the ultimate General Partner of each of the AE Holders and therefore may be deemed to have voting and dispositive power over 50,705,432 shares of Common Stock and 100,320 shares of Common Stock issuable upon exercise of 100,320 warrants, representing 50,805,752 aggregate shares of Common Stock directly held by the AE Holders in the aggregate.
Mitsui & Co., LTD. directly holds and therefore has voting and dispositive power over 2,063,762 shares of Common Stock.
Marc Allen Weiser is the Managing Member of the Weiser Holders, and, therefore, Mr. Weiser may be deemed to have voting and dispositive power over the 903,565 aggregate shares of Common Stock directly held by such entities in the aggregate.
As a result of the Director Nomination Agreement (the "Director Nomination Agreement"), dated as of August 6, 2025, by and among the Issuer and each of the Reporting Persons (a copy of which is filed as Exhibit 10.15 to the Issuer's Annual Report on Form 10-K filed with the SEC on March 20, 2026), the AE Reporting Persons, Thomas Markusic, Mitsui & Co., LTD. and Marc Allen Weiser previously may have been deemed to constitute a group for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On June 1, 2026, following the completion of an underwritten offering of shares of the Common Stock by the AE Holders (the "Offering") and pursuant to the terms of the Director Nomination Agreement, each of Thomas Markusic, Mitsui & Co., LTD. and Marc Allen Weiser were released from their obligations under the Director Nomination Agreement and, therefore, no longer may be deemed to constitute a group for purposes of Section 13(d) or Section 13(g) of the Exchange Act. Accordingly, each of Mitsui & Co., LTD. and Marc Allen Weiser no longer has any reporting obligations with respect to Section 13(d) or 13(g) of the Exchange Act, and this amendment to Schedule 13G constitutes an exit report for each of these Reporting Persons. Notwithstanding the foregoing, nothing in this filing 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. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Each of the AE Holders, Thomas Markusic, Mitsui & Co., LTD. and Marc Allen Weiser was party to the Director Nomination Agreement. Following the completion of the Offering and pursuant to the terms of the Director Nomination Agreement, each of Thomas Markusic, Mitsui & Co., LTD. and Marc Allen Weiser are no longer party to the Director Nomination Agreement and, therefore, may no longer be deemed to constitute a group with the AE Reporting Persons for purposes of Section 13(d) or 13(g) of the Exchange Act. Any further filings with respect to ownership of shares of Common Stock will be filed, if required, by the Reporting Persons in their individual capacity. Notwithstanding the foregoing, nothing in this filing shall be deemed an admission of membership in any such group or of ownership for purposes of Section 13(d) or Section 13(g) of the Exchange Act. | ||
| 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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Exhibit Information
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Exhibit A Joint Filing Agreement, dated as of November 14, 2025 incorporated into this Schedule 13G by reference to Exhibit A of the initial 13G filed on November 14, 2025. |