WARSAW, Poland / WEST PALM BEACH, Florida — April 21, 2026 : MBF Group S.A., a company listed on the NewConnect market of the Warsaw Stock Exchange, has entered into a Strategic Cooperation and Investment Intent Agreement with Fairchild Aerospace Corporation, a United States-based aerospace and defense entity headquartered in West Palm Beach, Florida. The agreement was formally concluded on April 19, 2026, and establishes a framework for cooperation in capital investment, technology development, and operational integration focused on advanced unmanned aerial vehicles (UAVs) and dual-use systems.
The agreement represents the first stage of a potential multi-year partnership between the two companies. It builds upon a previously signed Mutual Confidentiality, Non-Disclosure, and Non-Circumvention Agreement dated November 16, 2025, which enabled initial technical and strategic discussions. The current framework formalizes the intent to expand cooperation into structured investment and joint development activities.
Fairchild Aerospace Corporation operates across aerospace, defense, and dual-use technology sectors and continues the industrial and engineering legacy historically associated with the Fairchild Republic A-10 Thunderbolt II close air support aircraft. This heritage informs the company’s current focus on survivability, precision engineering, and operational reliability in modern system design.
Under the terms of the April 19 agreement, the parties have initiated discussions regarding Fairchild Aerospace Corporation’s potential capital participation in MBF Group S.A. The initial level of investment under consideration is approximately 10 percent of MBF Group’s share capital. During negotiations, Fairchild Aerospace also submitted a counterproposal indicating the possibility of increasing its stake to approximately 20 percent, subject to further negotiations, project progress, and evaluation of joint technological and operational outcomes.
The agreement provides for a preliminary framework governing share subscription, with an issue price not lower than PLN 10.00 per share at the current stage. Final terms of any capital increase will require formal corporate approvals, including authorization from the Supervisory Board of MBF Group S.A., in accordance with applicable market regulations.
The investment structure outlined in the agreement allows for multiple forms of participation. In addition to direct cash contributions, Fairchild Aerospace Corporation may provide in-kind contributions, including defense technologies, engineering capabilities, intellectual property, licenses, products, and access to military and governmental procurement channels. Hybrid contribution models are also предусмотрены, reflecting established practices in the defense sector where operational capability and deployable systems form a significant component of enterprise value.
The agreement further предусматривает the potential use of subscription warrants as a mechanism to enable phased increases in Fairchild Aerospace Corporation’s equity participation. This structure is intended to align long-term incentives and provide flexibility as projects progress from development stages through validation and potential procurement.
Beyond financial investment, the cooperation model is designed to support long-term integration of capabilities and shared economic interests. The parties have indicated that, contingent upon achieving defined operational and technological milestones, future structural options may be considered. These include potential forms of deeper integration, such as a reverse takeover, subject to compliance with applicable legal frameworks and the interests of MBF Group S.A.
The partnership is aligned with increasing global demand for unmanned and dual-use systems in defense applications. MBF Group S.A. is currently developing UAV platforms that combine technological innovation with operational deployment capability. The company serves as the leader of a strategic technology consortium established in September 2025, which includes Squadron Sp. z o.o. and the Polish Industrial Lobby named after Eugeniusz Kwiatkowski. The consortium focuses on advanced UAV technologies, counter-unmanned aerial systems (C-UAS), and dual-use solutions, as well as projects associated with the Central Industrial District 2 concept.
MBF Group S.A. also holds a NATO NCAGE (NATO Commercial and Government Entity) code, confirming its eligibility to cooperate with military organizations and allied partners within NATO frameworks.
Fairchild Aerospace Corporation’s participation is expected to enhance MBF Group’s position within the global defense and UAV value chain. The agreement incorporates provisions addressing compliance with United States export control regulations, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Both parties have confirmed their intention to structure cooperation in a manner that ensures full regulatory compliance and operational security.
The agreement also forms part of MBF Group S.A.’s broader strategy to establish a limited network of international defense and technology partners across Europe, the United States, Turkey, and India. The company is currently concluding discussions with selected entities in these regions and is preparing to transition into an execution phase focused on system development, field validation, and commercialization.
As part of the cooperation roadmap, the partnership includes the development of advanced unmanned systems, including a potential unmanned fighter jet serving as a technology demonstrator. MBF Group S.A. is also positioning itself to participate in the Center for Autonomous Systems (OSA), a program led by the Ministry of Defense aimed at testing unmanned technologies under near-operational conditions. Demonstrations are expected during the summer of 2026, with the possibility of progressing to procurement and implementation phases depending on performance outcomes.
Management at MBF Group S.A. considers the agreement a significant step in the company’s transition toward a defense-focused technology platform with international operational scope. The company has stated that future developments, including project milestones, prototype testing, and investment decisions, will be disclosed through ESPI current reports in accordance with applicable regulatory requirements.
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