The XF-39 prototype starfighter was designed and built by Velmoran Military Engineering Works. The XF-39 was an original design intended to replace Velmor's aging Velmoran Royal Fighter, though it drew on strong ques from Incom's venerable line of space fighters. While it never surpassed the initial testing phase, it strongly influenced VMEW's later Aurek program.
The XF-35 was a departure from VMEW's traditional tendency towards role-specific fighters, and its first attempt to create an all-around starfighter that could effectively combat vessels of the same class, while being a formidable adversary to even larger ships. It had a single ballistic launcher, which fired proton torpedoes,and on the tip of each wing, it sported a trio of rapid-firing blaster cannons. The weapon pods on each wing were designed to be modular, so that each cannon could be replaced with an ion cannon, or even an additional ballistic launcher. The fighter had moderate hull strength, but strong shields, and although it possessed decent acceleration, it lacked much in the way of maneuverability. For a prototype, it was a decent working model, and was perhaps too ahead of its time, for although it wasn't adopted, the space superiority Aurek program adapted several of its characteristics and overall combat role.
The XF-39 was a working prototype that saw limited field testing. Despite a strong showing in tests, neither Velmor or the IBC took interest in the project. Both had invested heavily into the Vev and Xesh fighters, and the expensive XF-39 received lukewarm response, especially in the light of recent incidents of fighter to fighter combat being few and far between. Citing its poor maneuverability, ultimately the result of teething problems with the experimental engines, Velmor and the IBC officially withdrew their support for the project, and the program was shelved indefinitely.