OurTable management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment, and the failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Contents

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As filed with the Securities and Exchange Commission on March 23, 2026.

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As filed with the U.S. Securities and Exchange Commission on June 1, 2026.

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

~~FORM~~ S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AEVEX

~~AEVEX Corp.~~ C

(Exact name of registrant as specified in its charter)

Delaware	3721	41-2460652
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(Primary Standard IndustrialClassification Code Number)	(I.R.S. EmployerIdentification Number)

440 Stevens Ave #150

Solana Beach, California 92075

Telephone: (858)

~~Telephone: (858)~~ 704-4125

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Roger Wells

Chief Executive Officer

440 Stevens Ave #150

Solana Beach, California 92075

Telephone: (858)

~~Telephone: (858)~~ 704-4125

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Robert M. Hayward, P.C. Michael P. Keeley, P.C. Kevin M. ~~Frank~~FrankKirkland ~~Kirkland~~ & Ellis ~~LLP~~LLP333 ~~333~~ West Wolf Point ~~Plaza Chicago~~PlazaChicago, Illinois 60654 (312) 862-2000 Michael ~~Benjamin~~BenjaminSandy ~~Sandy~~KugbeiLatham ~~Kugbei Latham~~ & Watkins ~~LLP~~LLP1271 ~~1271~~ Avenue of the ~~Americas~~AmericasNew ~~New~~ York, New York 10020 (212) 906-1200

Approximate date of commencement of proposed sale to the public~~: As soon as practicable after this Registration Statement becomes effective.~~

: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:

~~If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:~~ ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a~~ non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

~~THE~~The ~~INFORMATION~~information INin ~~THIS~~this ~~PRELIMINARY~~preliminary ~~PROSPECTUS~~prospectus ISis ~~NOT~~not ~~COMPLETE~~complete ~~AND~~and ~~MAY~~may BEbe ~~CHANGED~~changed. ~~THESE~~These ~~SECURITIES~~securities ~~MAY~~may ~~NOT~~not BEbe ~~SOLD~~sold ~~UNTIL~~until ~~THE~~the ~~REGISTRATION STATEMENT~~registration ~~FILED~~statement ~~WITH~~filed ~~THE~~with ~~SECURITIES~~the ~~AND~~Securities ~~EXCHANGE~~and ~~COMMISSION~~Exchange ISCommission ~~EFFECTIVE~~is effective. ~~THIS~~This ~~PRELIMINARY~~preliminary ~~PROSPECTUS~~prospectus ISis ~~NOT~~not ANan ~~OFFER~~offer TOto ~~SELL~~sell ~~NOR~~these ~~DOES~~securities, ITand ~~SEEK~~it ANis ~~OFFER~~not TOsoliciting ~~BUY~~offers ~~THESE~~to ~~SECURITIES~~buy INthese ~~ANY~~securities, ~~JURISDICTION~~in ~~WHERE~~any ~~THE~~jurisdiction ~~OFFER~~where ORthe ~~SALE~~offer ISor ~~NOT~~sale ~~PERMITTED~~is not permitted.

Subject to Completion, dated June 1, 2026

8,000,000 Shares

LOGO

Class A Common Stock

~~This~~We isare ~~the initial public~~ offering of 5,726,157 shares of Class A common stock of AEVEX Corp. (“AEVEX”), par value $0.0001 per share., ~~AEVEX~~and ~~Corp.~~the is selling securityholders named in this prospectus (the “Selling Securityholders”) are offering 2,273,843 shares of ~~its~~ Class A common stock. ~~and~~AEVEX ~~the~~will ~~selling~~use ~~stockholders~~its ~~identified~~net inproceeds from this ~~prospectus are~~ offering ~~shares~~ ofto purchase Class B A common stock toand beLLC ~~sold~~Units in(“LLC ~~the~~Units”) ~~offering.~~of WeAthena ~~will~~Technology ~~not~~Solutions ~~receive any~~Holdings, ofLLC ~~the~~(“Holdings ~~proceeds~~LLC”) from ~~the~~certain ~~sale~~direct and indirect equityholders of ~~shares~~Holdings byLLC ~~the~~as ~~selling~~described ~~stockholders~~under “Use of Proceeds.” ~~Prior~~The topurchase ~~this~~price ~~offering,~~for ~~there~~the ~~has~~LLC ~~been~~Units nowill ~~public~~be ~~market~~equal ~~for~~to the ~~Class A~~public ~~common~~offering ~~stock~~price of ~~AEVEX~~the ~~Corp.~~shares Itof isClass A ~~currently~~common ~~estimated~~stock ~~that~~less the ~~initial~~underwriting ~~public~~discounts ~~offering~~and ~~price~~commissions ~~per share~~referred to below. We will benot ~~between~~receive ~~$ and~~any ~~$ .~~proceeds Wefrom ~~have~~the ~~applied~~sale toof ~~list~~shares ~~our~~of Class A common stock onby ~~The~~the ~~New~~Selling ~~York~~Securityholders ~~Stock~~pursuant ~~Exchange,~~to orthis ~~NYSE, under the symbol “AVEX~~prospectus.” However, nowe ~~assurance~~will ~~can~~pay ~~be given~~the ~~that~~expenses, ~~our~~other ~~listing~~than ~~application~~underwriting ~~will~~discounts beand ~~approved.~~commissions Ifand ~~our~~certain ~~listing~~other ~~application~~expenses isincurred ~~not~~by ~~approved~~the bySelling ~~NYSE,~~Securityholders wein ~~will~~connection ~~not~~with bethe ~~able~~registration toof ~~consummate~~the ~~this~~Class A ~~offering~~common stock.

~~This~~You ~~offering~~should isread ~~being~~this ~~conducted~~prospectus ~~through what is commonly referred to as an “Up-C” structure, which is often used by partnerships~~ and ~~limited~~any ~~liability~~prospectus ~~companies~~supplement ~~undertaking~~or anamendment ~~initial~~carefully ~~public~~before ~~offering.~~you ~~The~~invest ~~Up-C structure allows certain existing owners of Athena Technology Solutions Holdings, LLC (“Holdings LLC”) to continue to own interests~~ in a pass-through structure and provides potential future tax benefits for both the public company and the existing owners when they ultimately exchange their pass-through interests, which is expected to result in tax basis adjustments in the assets of Holdings LLC and produce favorable tax attributes for us. In connection with this offering, we will enter into a Tax Receivable Agreement (as defined herein), which will require AEVEX Corp. to make cash payments to the TRA Rights Holders (as defined herein) in respect of certain tax benefits to which AEVEX Corp. may become entitled and confers significant economic benefits the TRA Rights Holders. We expect that the payments AEVEX Corp. will be required to make under the Tax Receivable Agreement will be substantial and could materially affect our ~~liquidity~~securities. ~~See “Organizational Structure,” “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”~~

~~Following~~Our ~~the~~Class A ~~completion~~common ofstock ~~this offering,~~is ~~AEVEX~~listed ~~Corp.~~on ~~will~~The ~~have~~New ~~two~~York ~~authorized~~Stock ~~classes~~Exchange ~~of common stock: Class A and Class B~~ (~~together, the~~ “~~common stock~~NYSE”)., ~~Holders~~under of the ~~Class A~~symbol ~~common~~“AVEX.” ~~stock~~On ~~and~~May ~~Class B~~29, ~~common~~2026, ~~stock~~the ~~will~~closing besales ~~entitled~~price ~~to one vote per share. All holders~~ of our Class A common stock ~~and Class B common stock will vote together~~ as areported ~~single~~on ~~class~~NYSE ~~except~~was ~~as otherwise required by applicable law~~$38.47 ~~Holders~~per ~~of Class B common stock will not have any right to receive dividends or distributions upon the liquidation or winding up of AEVEX Corp~~share.

~~AEVEX~~We ~~Corp.~~have ~~will~~two ~~use~~authorized ~~the~~classes ~~net~~of ~~proceeds~~common ~~from~~stock: ~~this offering to purchase newly-issued units (“LLC Units”) in Holdings LLC and to purchase LLC Units and~~ Class A ~~common stock from certain direct~~ and ~~indirect~~Class B ~~equityholders of Holdings LLC. The purchase price for the LLC Units or shares~~(together, ~~as applicable, will be equal to~~ the ~~initial public~~“common ~~offering~~stock”). ~~price~~Holders of the ~~shares of~~ Class A common stock ~~less the underwriting discounts~~ and commissions referred to below. Holdings LLC will use the net proceeds it receives from AEVEX Corp. in connection with this offering as described under “Use of Proceeds.” Upon completion of this offering, AEVEX Corp. will have LLC Units representing a % economic interest in Holdings LLC and, although AEVEX Corp. will initially have a minority economic interest in Holdings LLC, it will be the sole managing member of Holdings LLC and will operate and control its business. The LLC Unitholders will hold the remaining LLC Units representing a % economic interest in Holdings LLC. Each LLC Unit, together with one share of our Class B common stock, ~~is,~~are ~~from~~entitled ~~time~~ to ~~time,~~one ~~exchangeable~~vote ~~for~~per ~~one~~ share. All holders of Class A common stock ~~or,~~and ~~at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our~~ Class AB common stock invote ~~such~~together ~~public~~as ~~offering or private sale). AEVEX Corp. will be~~ a ~~holding~~single ~~company,~~class ~~and~~except ~~upon~~as ~~consummation~~otherwise ofrequired ~~this~~by ~~offering~~applicable ~~and the application of the net proceeds therefrom, its sole asset will be LLC Units of Holdings LLC~~law. ~~Immediately~~Holders ~~following this offering, the holders~~ of Class AB common stock ~~will~~do ~~collectively~~not ~~own % of the economic interests in AEVEX Corp. and~~ have % ofany ~~the~~right ~~voting~~to ~~power~~receive ofdividends ~~AEVEX~~or ~~Corp.~~distributions ~~The~~upon ~~LLC Unitholders, through ownership of our Class B common stock, will have~~ the ~~remaining %~~liquidation ofor ~~the~~winding ~~voting~~up ~~power~~ of AEVEX Corp.

~~AEVEX~~As ~~Corp.~~a isresult anof the organizational transactions (the “~~emerging~~Organizational ~~growth~~Transactions”) ~~company~~completed in connection with our initial public offering (our “IPO”), we are a holding company in an organizational structure commonly referred to as ~~defined~~an ~~under~~“Up-C” structure. The Up-C structure allows certain existing owners of Holdings LLC to continue to own interests in a pass-through structure and provides potential future tax benefits for both the ~~federal~~public ~~securities~~company ~~laws~~and the existing owners when they ultimately exchange their pass-through interests, which is expected to result in tax basis adjustments in the assets of Holdings LLC and asproduce ~~such~~favorable tax attributes for us. In connection with our IPO, we ~~have~~entered ~~elected~~into the Tax Receivable Agreement (as defined herein), which requires AEVEX Corp. to ~~comply~~make ~~with~~cash payments to the TRA Rights Holders (as defined herein) in respect of certain ~~reduced~~ ~~reporting~~tax ~~requirements~~benefits ~~for~~to ~~this~~which ~~prospectus~~AEVEX ~~and~~Corp. may ~~elect~~become entitled and confers significant economic benefits to dothe soTRA inRights ~~future~~Holders. ~~filings~~We expect that the payments AEVEX Corp. will be required to make under the Tax Receivable Agreement will be substantial and could materially affect our liquidity. See “~~Prospectus~~Organizational ~~Summary~~Structure,” “Risk Factors—~~Implications~~Risks ofRelated ~~Being~~to anOur ~~Emerging~~Organizational ~~Growth~~Structure” ~~Company~~and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

~~Immediately~~AEVEX ~~after~~Corp. ~~this~~is ~~offering~~an “emerging growth company” as defined under the federal securities laws, ~~assuming~~and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an ~~offering~~Emerging ~~size~~Growth asCompany.” ~~set~~Immediately ~~forth~~after ~~above~~this offering, funds and investment vehicles managed or controlled by our principal stockholder, Madison Dearborn Partners, LLC (our “Principal Stockholder”), will control approximately 70.0% of the combined voting power of our outstanding shares of Class A common stock and Class B common stock (together, the “common stock”) (or 68.9% if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full). As a result, we ~~expect~~are ~~to be~~ a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Corporate Governance—Controlled Company Status.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 3812 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per share	Total
Initial public offering price	$	$
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to AEVEX Corp.	$	$
Proceeds, before expenses, to selling stockholders	$	$
Proceeds, before expenses, to the Selling Securityholders	$	$

(1) See “~~Underwriters~~Underwriting” for additional information regarding underwriting compensation.

The underwriters have the option to purchase up to an additional 858,923 shares of Class A common stock from us atand 341,077 shares of Class A common stock from the ~~initial~~Selling Securityholders at the public offering price less the underwriting discounts and commissions for a period of 30 days after the date of this prospectus.

The underwriters expect to deliver shares of Class A common stock against payment in New York, New York on or about , 2026.

GOLDMAN SACHS & CO. LLC BOFA SECURITIES JEFFERIES ~~J.P. MORGAN RBC CAPITAL MARKETS BAIRD WILLIAM BLAIR RAYMOND JAMES NEEDHAM & COMPANY ACADEMY SECURITIES CAPITAL ONE SECURITIES PNC CAPITAL MARKETS LLC~~

Prospectus dated , 2026.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		3812
FORWARD-LOOKING STATEMENTS		8963
USE OF PROCEEDS		9165
DIVIDEND POLICY		9266
CAPITALIZATION		9367
DILUTION		95
UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION		70
UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION		97
MARKET INFORMATION		86
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		~~106~~87
BUSINESS		~~130~~116
ORGANIZATIONAL STRUCTURE		156
MANAGEMENT		151
MANAGEMENT		166
EXECUTIVE COMPENSATION		158
EXECUTIVE COMPENSATION		173
PRINCIPAL AND SELLING SECURITYHOLDERS		166
PRINCIPAL STOCKHOLDERS AND SELLING STOCKHOLDERS		180
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		169
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		182
DESCRIPTION OF CERTAIN INDEBTEDNESS		172
DESCRIPTION OF CERTAIN INDEBTEDNESS		186
DESCRIPTION OF CAPITAL STOCK		177
DESCRIPTION OF CAPITAL STOCK		191
SHARES ELIGIBLE FOR FUTURE SALE		185
SHARES ELIGIBLE FOR FUTURE SALE		199
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		188
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		202
UNDERWRITING		193
UNDERWRITING		207
LEGAL MATTERS		200
LEGAL MATTERS		214
EXPERTS		201
EXPERTS		215
WHERE YOU CAN FIND MORE INFORMATION		202
WHERE YOU CAN FIND MORE INFORMATION		216
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

Neither we, the ~~selling~~Selling ~~stockholders~~Securityholders nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we, the ~~selling~~Selling ~~stockholders~~Securityholders nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We and the ~~selling~~Selling ~~stockholders~~Securityholders are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since such date.

For investors outside of the United States, neither we, the ~~selling~~Selling ~~stockholders~~Securityholders nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

BASIS OF PRESENTATION

In connection with the consummation of ~~this~~our ~~offering~~IPO, we ~~will~~affected ~~effect~~ certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions ~~and this offering~~, which we refer to collectively as the “Organizational Transactions.” See “Organizational Structure” for a description of the Organizational Transactions ~~and a diagram depicting our anticipated structure after giving effect to the Organizational Transactions, including this offering~~.

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “our business,” “the Company,” “AEVEX” and “AEVEX Aerospace” refer to and similar references refer: (1) on or following the consummation of the Organizational Transactions, ~~including this offering,~~ to AEVEX Corp. and its consolidated subsidiaries, including Holdings LLC, and (2) prior to the consummation of the Organizational Transactions, ~~including this offering,~~ to Holdings LLC and its consolidated subsidiaries. The term “MDP” refers to Madison Dearborn Partners, LLC, our equity sponsor, and the term “Holdings LLC” refers to Athena Technology Solutions Holdings, LLC.

We ~~will~~are be a holding company and the sole managing member of Holdings LLC and, ~~upon consummation of this offering and the application of net proceeds therefrom,~~ our sole asset ~~will~~is be LLC Units of Holdings LLC. Holdings LLC is the predecessor of the issuer, AEVEX Corp., for financial reporting purposes. ~~AEVEX Corp. will be the reporting entity following this offering.~~

Accordingly, this prospectus contains the historical financial statements of Holdings LLC and its consolidated subsidiaries. The unaudited consolidated pro forma financial data of AEVEX Corp. presented in this prospectus has been derived from the application of pro forma adjustments to the historical consolidated financial statements of Holdings LLC and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Organizational Transactions as described in “Organizational Structure,” including the consummation of the IPO, this offering and other related transactions. See “Unaudited Consolidated Pro Forma Financial Information” for a complete description of the adjustments and assumptions underlying the unaudited consolidated pro forma financial data included in this prospectus.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research.

Our estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on such data and our knowledge of our industry, which we believe to be reasonable. WeNeither ~~have~~we, ~~not~~the Selling Securityholders nor the underwriters have had this information verified by any independent sources. The independent industry publications used in this prospectus were not prepared on our behalf. While we are not aware of any misstatements regarding any information presented in this prospectus, forecasts, assumptions, expectations, beliefs, estimates and projects involve risk and uncertainties and are subject to change based on various factors, including those described under the headings “Forward-Looking Statements” and “Risk Factors.”

iii

TRADEMARKS AND TRADENAMES

This prospectus includes our trademarks and service marks, “AEVEX” and “DroneConfigurator,”which are protected under applicable intellectual property laws and are the property of AEVEX Corp. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.

PROSPECTUS SUMMARY

The following summary contains selected information contained elsewhere in this prospectus about us and about this offering. It does not contain all of the information that is important to you and your investment decision. Before you make an investment decision, you should review this prospectus in its entirety, including matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our Consolidated Financial Statements and the related notes included elsewhere in this prospectus. Some of the statements in the following summary constitute forward-looking statements. See “Forward-Looking Statements.” Unless the context otherwise requires, all references in this prospectus to “AEVEX,” “AEVEX Aerospace,” the “Company,” “we,” “us,” “our,” or similar terms refer to AEVEX and its consolidated subsidiaries.

Our Company

We believe that we are a leading defense technology prime contractor and critical enabler of U.S. Unmanned Aerial Systems (“UAS”) dominance strategy missions. We are highly differentiated by our proven track record of securing and successfully executing on critical strategic programs of record (“Programs of Record”), with over 10,200 systems delivered and committed through the end of 2026 to operational environments that validate our battlefield effectiveness. Today, we are positioned as a recognized global leader in Unmanned Systems (“UxS”). Through our advanced autonomous, artificial intelligence (“AI”)-enabled, and attritable UxS, we play a central role in defining next-generation warfighting capabilities, including key areas such as precision strike launched effects, loitering munitions, and full-scope intelligence, surveillance, and reconnaissance (“ISR”). On April 20, 2026, we completed an IPO of shares of our Class A common stock.

Our solutions are primarily sold to agencies and organizations within the United States Department of War (“DoW”), Special Operations Forces (“SOF”), Intelligence Community (“IC”), and allied international partners. For more than 18 years, we have delivered mission critical capabilities for a broad spectrum of operational use cases to over 30 unique active customers and have developed and deployed 3538 unique UxS platforms in the last 3 years alone. Our UxS portfolio is underpinned by our proprietary AI-based CompassX sensor-fusion engine, which delivers assured positioning, navigation, and timing (“APNT”) and advanced onboard autonomy in GPS-denied environments. Our capabilities are unified across a software and data-science framework that allows our systems to communicate and operate synchronously in GPS-denied environments. We maintain our leadership in mission capabilities by rapidly innovating through constant customer feedback and in-theater experience, enabling the warfighter with the cutting-edge technology and capability to meet the ever-changing threat environment. This trusted partnership with our customers has been critical in informing our product development pipeline and has resulted in us earning a prime contractor position on 8488.01% of revenue for all programs.

We deliver technology-led products and solutions through two complementary business segments:

•

Tactical Systems: Designs and manufactures battle-tested, autonomous, modular, and attritable UxS, including UAS and Unmanned Surface Vehicles (“USV”), along with other mission critical products.

•

Global Solutions: Provides bespoke mission solutions, including AI-enabled full-spectrum airborne ISR, counter-unmanned aerial systems (“C-UAS”), additive manufacturing, and specialized mission aircraft engineering, modification, and testing.

We believe the demand for our UxS products and capabilities is present and pervasive, with the U.S. and global addressable UxS opportunity expected to reach annual levels of approximately $11.0 billion and $26.0 billion, respectively, by 2030. In response to this considerable appetite for autonomous solutions, we have invested in building world-class facilities across the U.S. to deliver for customer missions reliably and at scale. With approximately 100,000 square feet of dedicated production space, we have the capacity to produce over 1,000 UxS per month and have successfully delivered at high volumes for years. Our operating footprint enables vertically integrated engineering and testing capabilities, driving rapid innovation cycles and customer intimacy.

With approximately 100,000 square feet of dedicated production space, we have the capacity to produce over 1,000 UxS per month and have successfully delivered at high volumes for years. Our operating footprint enables vertically integrated engineering and testing capabilities, driving rapid innovation cycles and customer intimacy.

Our innovation lab has been a cornerstone for our technological innovation, including advanced on-board autonomy and proprietary software packages delivering APNT. Additionally, ForgeX is our highly innovative, deployable, additive manufacturing solution, which enables resiliency on the frontlines of the battlefield by manufacturing mission-ready UxS at the point of need. Collectively, our world-class production facilities, innovation lab, and ForgeX solution strengthen supply chains and enable customer missions worldwide.

Software enablement is a key driver of success across our portfolio of UxS. CompassX delivers onboard autonomy, APNT, real-time situational awareness, and precision targeting, enabling our UxS to navigate complex battlespaces and accurately reach their targets, even in GPS-denied environments. Our software adheres to the Modular Open Systems Approach (“MOSA”) standards, allowing for rapid adaptation to new threats, reduced development cycles, easier and more cost-effective upgrades, and better interoperability between systems.

Today, we are an established leader in the global market for UxS and ISR solutions, backed by our track record of past performance with over 30 unique active customers. We have delivered over 6,200 UxS and have over 3,900 more systems committed through the end of 2026. We have successfully developed, produced, and deployed 3538 unique UxS platforms delivering multi-mission capabilities for customers in demanding mission environments. We believe our combination of mission expertise, battle-tested family of technologies, innovative end-to-end mission autonomy, and state-of-the-art production capacity positions us as a key provider to the DoW, SOF, and IC and positions us to capture growth opportunities in our $8.12 billion identified pipeline as of ~~December~~March ~~2025~~2026.

~~Our~~The ~~Strategy &~~Organizational ~~Mission~~Transactions and Initial Public Offering

WeIn ~~partner~~connection ~~closely~~ with our customers to develop solutions for their most challenging operational problems, delivering reliable, affordable, and operationally relevant solutions on time and at scale. We are conflict-proven and front-line-ready. We engineer based on need and deliver at speed. Our mission is to develop capabilities and solutions that allow our customers to win the ~~fight~~consummation ~~on the battlefields~~ of the ~~future.~~Company’s WeIPO ~~provide~~on ~~our~~April ~~customers~~20, ~~with~~2026, the ~~capabilities~~Company ~~needed~~undertook tocertain ~~overcome~~organizational ~~denial and overwhelm the adversary in contested environments. Since our first contract in 2007~~transactions, ~~our veteran-founded company has focused on U.S. national security missions with a simple aim~~including: field systems that work when and where they are needed most. Our focus is rooted in sustained mission support across global theaters and a continuous battlefield-to-production feedback loop, which guides how we design, build,

•

The Company amended and restated the LLC Operating Agreement to, among other things, (i) modify the capital structure of Holdings LLC by replacing the historical membership interests (i.e., Class A units) with a new class of common membership interests consisting of LLC Units and (ii) appoint the Company as the sole managing member of Holdings LLC.

•

Our Principal Stockholder and certain other holders of indirect interests in Holdings LLC engaged in a series of transactions, which included one or more contributions, mergers or otherwise, including the merger of the Blocker Entity, that resulted in certain LLC Unitholders contributing their direct or indirect membership interests in Holdings LLC to the Company in exchange for 25,135,300 shares of Class A common stock.

•

The Company amended and restated its certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our shareholders generally and (ii) for Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our shareholders generally. Shares of Class A common stock and Class B common stock vote as a single class. The shares of Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of AEVEX Corp.

•

The Company issued 63,297,524 shares of Class B common stock to certain LLC Unitholders, on a one-to-one basis with the number of Series B units they owned, for nominal consideration.

~~and~~• ~~deliver~~The ~~reliable~~Company ~~UxS,~~entered ~~advanced~~into ~~autonomy~~the ~~software,~~Exchange ~~and~~Agreement ~~mission~~pursuant ~~services~~to ~~for~~which ~~our~~certain ~~customers.~~LLC ~~Our~~Unitholders ~~operational~~are ~~strategy~~entitled ~~and~~to ~~technological~~exchange ~~capabilities~~their ~~are~~Series ~~engineered~~B ~~to deliver advanced~~units, ~~mission-specific~~ ~~autonomous~~together ~~systems~~with ~~for~~an ~~our~~equal ~~customers~~number ~~operating~~of inshares ~~complex~~of ~~and~~Class ~~time-critical~~B ~~security,~~common ~~defense~~stock, ~~and~~for ~~wartime~~shares ~~environments.~~of ~~Our~~the ~~approach~~Company’s ~~relies~~Class onA ~~our~~common ~~deep~~stock ~~customer~~on ~~collaboration,~~ a ~~forward~~one-~~looking and customer~~for-~~aligned~~one ~~technology roadmap~~basis or, ~~and a proven ability to execute with speed and~~ at ~~scale. Our business model is distinguished by our close interaction with end-users, primarily within~~ the ~~DoW,~~Company’s ~~SOF~~election, ~~and~~for ~~IC. This “mission partner” DNA allows us to translate urgent~~cash, ~~real-world~~from ~~requirements~~a ~~into~~substantially ~~resilient,~~concurrent ~~reliable,~~public ~~and~~offering ~~affordable~~or ~~capabilities.~~private ~~Our~~sale ~~strategy combines sustained internal research and development~~ (~~“IRAD”)~~based ~~with~~on ~~customer-funded~~the ~~initiatives to~~price ~~accelerate~~of ~~innovation. This is supported by~~ our ~~world~~Class ~~class~~A ~~talent~~common asstock ~~well~~in assuch ~~our~~public ~~agile~~offering ~~and~~or ~~scalable~~private ~~manufacturing processes, including deployable additive manufacturing, which facilitate rapid solutions on the frontlines of the conflict~~sale).

~~Technology &~~• ~~Capabilities~~The Company entered into a Tax Receivable Agreement with the TRA Rights Holders that will require the payment by the Company to such persons collectively of 85% of certain tax savings, if any, in U.S. federal, state and local income taxes we actually realize (or, under certain circumstances are deemed to realize) as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, including in connection with this offering, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to the IPO, including existing tax basis and our allocable share of existing tax basis acquired in connection with the IPO and increases to such allocable share of existing tax basis and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that the Company is required to make under the Tax Receivable Agreement.

~~Technology~~• isThe ~~the~~115,342 ~~core foundation~~ of ~~our~~Holdings ~~strategy~~LLC’s ~~and~~Series ~~our~~A ~~mission,~~preferred ~~enabling~~units usoutstanding prior to ~~deliver mission-critical, AI-enabled systems that provide a decisive advantage on~~ the ~~modern~~Organizational ~~battlefield.~~Transactions ~~Our~~were, ~~approach~~in isaccordance ~~centered~~with ontheir ~~rapid~~terms, ~~innovation~~converted ~~and~~into ~~close customer collaboration~~7,208,876 ~~ensuring~~shares ~~our~~of ~~solutions meet~~ the ~~immediate~~Company’s ~~and evolving~~Class ~~needs~~A ofcommon ~~our~~stock ~~partners.~~at ~~Our technology portfolio delivers~~ a ~~differentiated~~conversion ~~value~~price ~~proposition~~based ~~across~~on ~~five~~80% ~~key~~of ~~pillars that combine to create an autonomous engine that provides~~ the ~~framework~~IPO ~~to deliver modular capabilities for battlefield superiority in GPS-denied, jammed, and spoofed environments:~~ price.

• ~~Proprietary~~The ~~AI-Driven~~Company ~~Autonomy:~~issued ~~Our~~18,400,000 ~~Navigation~~shares ~~and~~of ~~Autonomy~~its ~~Center~~Class ~~(“NAC”)~~A iscommon stock, which includes the ~~“innovation~~exercise ~~lab”~~in ~~that~~full ~~spearheads~~by the ~~CompassX~~underwriters ~~software~~of ~~ecosystem~~their option to ~~deliver~~purchase ~~mission-critical~~an ~~solutions.~~additional ~~Our~~2,400,000 ~~core~~shares ~~sensor~~of ~~fusion~~Class ~~engine~~A ~~provides~~common ~~multi-domain autonomy~~stock, ~~collaboration~~in exchange for net proceeds of approximately $345.9 million, ~~and~~at ~~resilience~~the inIPO ~~Global~~price ~~Navigation~~of ~~Satellite~~$20.00, ~~System~~less ~~(“GNSS”)-denied~~$22.1 ~~and~~million ~~heavily~~of ~~contested~~underwriting ~~environments~~discounts and commissions.

3• The Company used such net proceeds of approximately $345.9 million to acquire 18,400,000 newly-issued Series A units in Holdings LLC.

~~Table~~• On April 20, 2026, Holdings LLC refinanced the Prior Credit Facilities and entered into the New Credit Facilities. Holdings LLC used the $100.0 million proceeds from the New Term Loan Facility and the proceeds it received from us for the purchase of ~~Contents~~the newly issued Series A units (i) to repay approximately $258.5 million of outstanding borrowings under our Prior Credit Facilities, (ii) to pay $3.3 million of expenses incurred in connection with the refinancing, (iii) to pay $10.9 million of expenses incurred with the IPO and Organizational Transactions and (iv) for general corporate purposes.

• MOSA Aligned Software and Platforms: We engineer our software and platforms with a MOSA, which enables the rapid and cost-effective integration of new sensors and third-party technologies to adapt to evolving threats.

• Rapid Innovation and Development Cycles: Informed by on-the-ground experience in active deployments, we utilize agile approaches to define, develop, and deliver specialized, mission- tailored solutions, shortening development cycles to as little as a few weeks while leveraging real-time insights.

• Hardware Integration and Flight Engineering: Our deep expertise in aircraft structures and avionics allows for the seamless integration of complex software and modular payloads into unified unmanned systems, delivering superior performance in flight range and payload capacity.

• Reliable, Dynamic Production at Scale and at the Edge: Our state-of-the-art, ISO 9001:2015 and AS9100D-certified facilities have the capacity to manufacture over 1,000 UxS per month, while each of our additive manufacturing ForgeX Mobile Production Units (“MPUs”) can be positioned close to the point of need and produce up to 1,080 systems per year as currently configured. Our UxS solutions are designed and developed with a focus on supply chain resilience and scalability. We excel at providing affordable solutions on time and at scale.

Our portfolio of UxS benefits from shared resources across our core technologies. By the end of 2026, 100.0% of our UxS are expected to be underpinned by our NAC ecosystem and CompassX autonomy suite. This approach to our portfolio strategy delivers a cohesive, multi-domain suite of autonomous unmanned systems while enabling rapid innovation and development cycles across systems and mission sets. Our hardware is built to modular open systems standards, leveraging proprietary intellectual property and enabling rapid payload swaps, algorithm insertion, and cross-platform reuse for time-sensitive missions. This combination of advanced software, expert engineering, and rapid manufacturing allows us to move from concept to deployment with exceptional speed, delivering a significant operational advantage to our customers.

To drive continued innovation, we prioritize investments in research and development (“R&D”). Since the beginning of 2024, we have made substantial investments in our technology, represented by a cumulative investment of approximately $104.2 million in combined internal and customer-funded R&D as of December 31, 2025. Through our IRAD program, we continuously advance technologies that are strategically relevant for next generation capabilities. We further leverage customer-funded research and development (“CRAD”) initiatives that allow us to tailor these capabilities for specific missions, ensuring direct applicability and strong customer buy-in. CRAD initiatives create a virtuous cycle of innovation, informed by active deployments and deep partnerships with the DoW, SOF, and the IC.

This investment strategy has driven highly visible growth, illustrated by 181% growth in our funded backlog from $179.2 million as of December 31, 2024, to $503.1 million as of December 31, 2025. By leveraging a disciplined investment process with a targeted IRR of over 30.0% and payback period of approximately 2 years, our approach to innovation has yielded strong returns on investments. Our discipline in our investment philosophy is complemented by a measured degree of flexibility, as we occasionally accept lower hurdle rates for core investments that we have strong conviction will yield operational, financial, and strategic value. We believe our structured, methodical framework for evaluating investments aligns our innovation with customer priorities, de-risks future development, and maximizes our probability of winning contracts within our pipeline.

Our Competitive Strengths

We are well positioned in the market due to our integrated suite of technology-enabled autonomous UxS, long-standing relationships with hard-to-access customers, battle-proven mission heritage, and purpose-built platforms designed for multi-domain operations. Our AI-enabled autonomy solutions offer seamlessly integrated capabilities supported by a robust portfolio of intellectual property. Additionally, our Global Solutions teams, our experience operating our UxS, and the thousands of deliveries that we have completed drive product development and our deep knowledge of our customers’ operational needs. We believe our proven ability to rapidly design, develop, demonstrate, and deploy disruptive systems at an appropriate cost sets us apart from both established and emerging competitors, delivering a superior “price per effect” and a lower total lifecycle ownership cost.

Proven Battlefield Heritage with Exceptional Track Record of Performance

We are conflict-proven and front-line-ready. We have over 6,200 autonomous systems delivered and an additional 3,900 committed through the end of 2026 across 35 unique platform deployments to over 30 unique active customers, and we have demonstrated order-to-delivery timelines as short as nine days on critical programs. These results demonstrate our status as a reliable partner with embedded, long-standing relationships with key customers integral to this market. Through the landmark sole-sourced Phoenix Ghost program, we delivered over 4,400 units across seven different UxS, establishing our role as a key partner in supporting critical national security objectives. This success led to the sequential, sole-source award for the ongoing EUCOM AOR Deep Strike program, a groundbreaking initiative with over 4,800 planned deliveries across seven different UAS that drives close cooperation between U.S. and international manufacturing bases. Our continuation from Phoenix Ghost to the follow-on EUCOM AOR Deep Strike program underscores our ability to execute at scale. We believe our performance creates a self-sustaining feedback loop as we learn at a higher pace, innovate at a faster rate, and our successes for our customers snowball and compound.

Purpose-Built Portfolio Positioned to Enable Next-Generation Warfare and ISR Operations

We field a mission-tailored portfolio engineered for the next-generation of conflict across all domains. With a portfolio spanning UAS Groups I through V and a growing set of USV capabilities, our innovative battle-tested systems are well positioned to help our customers succeed in contested environments and on the modern battlefield against peer and near-peer adversaries. We harden navigation and communications across our systems with mesh radios and APNT, enabling persistent, high-quality reconnaissance aligned to evolving multi-domain strike and ISR requirements. We stand ready to support our customers across all mediums of the modern battlefield.

Differentiated Technology Stack Delivering Autonomy and Seamless Integration into Common Architectures at Scale

We anchor autonomy with our NAC and CompassX suite, fusing AI, deep neural networks, and multi-sensor inputs with multi-vehicle collaborative autonomy across our UxS portfolio. Brought together, this holistic ecosystem provides resilient and all-domain visual-based navigation capabilities by combining dual wide field-of-view (“FOV”) cameras with visual odometry to deliver GPS-independent positioning, day or night, in contested environments. As validated by our U.S. Government customers through awards and during testing, our technology stack results in faster deployment, seamless interoperability, and scalable autonomy across air, land, and sea, making us a one-stop-shop for UxS across the battlefield.

Intellectual Property-Rich Portfolio with Innovation Roadmap Aligned to Customer Priorities

We maintain a robust intellectual property base, including 9 issued patents, with expiration dates ranging from November 2038, through June 2043, 8 pending patent applications as of December 31, 2025, and extensive

proprietary software, in addition to leveraging a deep set of innovative trade secrets. Our innovation engine is fueled by a combined IRAD and CRAD of approximately $68.8 million for the last twelve months ended December 31, 2025. This integrated development approach accelerates payload integration and capability expansion in areas such as visual-based navigation, resilient long-range communications, and precision navigation. Our innovation strategy extends beyond technology and includes industry leading practices and methods for advanced engineering and manufacturing. We complement this strategy with our ForgeX MPUs that enable low-cost mass production of mission-tailored UAS at the edge, significantly improving mission efficiency by reducing the overall burden, amount of logistics, and sustainment costs.

Highly Modular and Integrated Suite of Multi-Domain UxS

We focus on designing and building solutions that are relevant and tailored to the needs of our customers. We have built a diversified portfolio of systems spanning UAS Groups I through V and USVs, designed around modular open architectures to enable rapid payload integration, mission tailoring, and cross-platform autonomy and collaboration. Each is designed to integrate seamlessly and scale for the modern battlefield. Enabled by our NAC framework and CompassX suite, our platforms share common elements (e.g., software, avionics, APNT, etc.), making them easier to train, sustain, and scale. Together, we deliver an integrated family of systems capable of multi-domain ISR and mission effects across the modern battlespace, while remaining adaptable to emerging requirements.

Well-Invested Manufacturing Footprint Capable of Delivering Over 1,000 UxS per Month, with Room to Grow

We operate approximately 100,000 square feet of UxS production facilities with the capacity to deliver affordable systems at scale, supporting over 1,000 UxS per month, anchored by a state-of-the-art Florida manufacturing site. The more than 120-acre FAA-approved test range enables rapid prototyping, flight demonstration, and an iterative feedback loop with onsite engineering support capabilities. We have additional locations in the United States where our engineering teams work collaboratively with production teams to continuously refine and enhance our solutions. Proximity to key customers, including DoW, SOF, and IC stakeholders, compresses development cycles and improves mission alignment. We support surge capacity and responsiveness with our additive manufacturing ForgeX MPUs, which provide reliable production in austere environments to deliver scalable, mission-tailored output at the tactical edge.

Experienced Leadership Team with Track Record of Mission Execution and Customer Trust

We bring over 150 years of combined industry, operational, and technical experience across unmanned systems and ISR mission solutions, with leaders who have served in various branches of the military, led SOF-focused programs, and worked at major defense primes.

Growth Strategies

Our growth strategy is enabled by our current and past performance on marquee programs, delivering thousands of autonomous systems to highly demanding customers for urgent operational needs across the globe. Collectively, our Phoenix Ghost and EUCOM AOR Deep Strike programs alone represent over 9,300 systems, delivered and committed through the end of 2026, and more than $1.2 billion in total contract value (“TCV”). We believe our performance on historical and current contracts is a key differentiator and driver of our growth strategy.

Our strategy has driven historical growth, illustrated by 181% growth in our funded backlog from $179.2 million as of December 31, 2024, to over $503.1 million as of December 31, 2025. Additionally, our growth outlook remains robust, evidenced by an approximately 98.0% increase in our pipeline of identified growth opportunities from $4.1 billion as of December 2024 to $8.1 billion as of December 2025. We believe we are well-positioned to capture these identified growth opportunities given our established track record in winning business. From January 2025 to December 2025, our value-weighted win rate on new “full and open” competitive pursuits was approximately 28.4%, with a greater than 99.0% value-weighted win rate on options, sole-source follow-ons and recompetes with existing contracts.

Capture Share of Rapidly Expanding UxS Procurement Budgets

We are capitalizing on the significant growth in our addressable markets, which is driven by structural shifts in defense procurement and the rapid acceleration of autonomous systems adoption. The U.S. 2030 total addressable market for UASs, launched effects, loitering munitions, one-way attack systems and USVs is expected to reach approximately $11.0 billion annually, and the total global addressable market in 2030 for these systems is expected to contribute approximately $26.0 billion in total annual opportunities. This represents our core addressable market opportunity where we believe our technology and capabilities are well-positioned to continue winning new contracts. Additionally, the UAS collaborative combat aircraft (“CCA”), low-cost cruise missile, uncrewed underwater vehicle (“UUV”), defense cargo & logistics UxS, and C-UAS electronic warfare (“EW”) system adjacent market addressable opportunity is expected to reach approximately $19.0 billion annually by 2030 for the U.S. and approximately $23.0 billion annually by 2030 worldwide. Combined, the complete addressable annual opportunity for the U.S is expected to reach approximately $31.0 billion by 2030, with the global opportunity reaching approximately $49.0 billion. There is further demand growth potential from key procurement agencies, such as the U.S. Army, which has stated its intent to acquire several million drones over the next two to three years. These developments, coupled with offshoots of demand across all autonomous platform types, signal an unprecedented procurement cycle from which we are poised to benefit.

To best capture global demand tailwinds, we are executing a multi-pronged growth strategy to expand our customer base across all U.S. military branches and deepen our penetration into allied forces. We are actively converting dialogues with multiple countries into high-value foreign military sales (“FMS”) and direct commercial sales opportunities, with key pursuits underway in strategic markets like Taiwan, the United Kingdom, and Finland. We are further leveraging our core competencies to expand into adjacent markets, including larger USVs, fast-moving precision strike UAS, and advanced EW solutions, with the goal of unlocking significant new revenue streams from increasing DoW and allied budgets.

Expand Our Customer Base Across the U.S. Military and Allied Forces

Our long-standing relationships with coveted defense customers position us to expand across the broader defense, technology, and government services markets. Our decades-long partnerships with organizations like the USAF, SOCOM, and the IC serve as strategic entry points into major U.S. military branches such as the Army, Navy, and Marine Corps.

A recent notable example of our success is our contract award for the Army’s Launched Effects–Short Range (“LE-SR”) program. Our Atlas platform’s win of the LE-SR award results from our proven performance on the Phoenix Ghost and EUCOM AOR Deep Strike programs as well as our adaptability in meeting the Army’s specific mission requirements. Unlike competitors who attempted to retrofit legacy systems to new mission profiles, we delivered a new technology and configuration purpose-built for the LE-SR mission. Our alignment with the specific operational needs was a key differentiator in securing the LE-SR award and solidifies our reputation for designing systems under pressure and at scale to meet specific mission requirements.

International Expansion Across Allied Nations

We are actively converting initial engagements with allied nations into sustained, high-potential dialogues. Recent progress with 55 allied country engagements helps position us for significant international expansion. Our proven history supporting U.S. operations and select foreign defense programs serves as a powerful validator and creates a ripple effect of demand, all while reducing perceived risk for new buyers and reinforcing confidence in our ability to deliver mission-tailored, battle-tested solutions.

We are actively pursuing opportunities in key regions and administrations leveraging both FMS and commercial military sales, including:

• NATO and the EU: Member states, especially the Nordic countries, are ramping up defense spending and rearmament in response to near-peer conflicts. Several members and countries in the region are situated on coastlines, driving interest in USVs to maintain dominance in contested maritime environments.

• APAC: Nations across the region, including Taiwan and the Philippines, are investing heavily in autonomous systems for the air, land, and sea domains to counter regional threats. Emphasis is on large quantities of cost-effective platforms that can succeed in contested environments to support asymmetric warfare and deterrence strategies.

• MENA: Continuing unrest and instability in the region is expected to drive spending for years to come with increased use of unmanned and autonomous systems to counter threats and deter adversarial aggression.

• South America: Expanding economies like Chile are prioritizing defense modernization and technological advancement to address both internal and external security challenges.

Drive Strategic Expansion into Adjacent Markets Leveraging Core Competencies

We are well positioned to expand into adjacent domains by leveraging our proven capabilities, trusted customer relationships, and operational familiarity. Our innovation framework naturally extends into new, lower-cost UxS variants that build on our existing platforms and technologies, ensuring continued relevance and scalability in evolving mission environments.

We see significant upside in entering the larger USV market, particularly for operations in complex sea states. Our Mako and Mako Lite platforms already contain the intellectual property needed to accelerate an expansion that aligns us to global naval modernization trends. Similarly, we intend to introduce new UAS variants that capitalize on higher operational speeds to counter a wider range of threats and C-UAS solutions that meet the growing demand for layered aerial threat protection.

We are in the early stages of expanding into the high-growth EW market as we move from engineering design and initial production phases into larger production runs in the future. While many of our current programs remain classified and in early stages, we are confident in our ability to convert emerging opportunities into meaningful revenue streams.

Accelerate Capability Growth Through Next-Generation Solutions Development

We have an extensive track record of developing mission-tailored defense technologies for marquee agencies. By leveraging our deep heritage for innovation and unique insights earned through our customer intimacy, we are well-positioned to continue deploying new technologies through our NAC and CompassX ecosystem. Today, we are focused on developing UxS solutions that prioritize alignment with the future of warfare. We are in active development of numerous UxS capabilities that prioritize multi-domain connectivity across the battlefield for tactical and C-UAS applications. Our battlefield experience, combined with an open-source architecture platform, enables rapid development and integration of customized UxS capability sets. This approach to innovation enhances our ability to maintain our tactical edge amongst competitors and positions us for future program wins.

Leverage Proven M&A Success to Drive Strategic Portfolio Expansion

Our disciplined acquisition strategy is a proven growth engine, driven by our proactive pursuit of high-impact opportunities that align with our M&A framework. We aim to acquire businesses that do one or more

of: augmenting our core market position, uniquely expanding our technological competitive edge, effectively integrating into our existing technology stack, solidifying or winning key customer relationships, or helping create adjacent market opportunities. To this end, we have continued to invest in inorganic growth opportunities to evolve our offerings and expand our customer base. A few key acquisitions we have completed in recent years include Matrix in 2021, which expanded our processing, exploitation, and dissemination (“PED”) capabilities with classified IC customers; Spark and Tribe in 2022, which enabled the production of cost-effective UAS products and intellectual property; and Veth Research Associates in 2024, which enhanced our autonomous technology for UAS operating in GPS-contested environments. These investments have significantly broadened our solutions portfolio and strengthened our ability to deliver advanced mission capabilities to our customers. Our aim for M&A is to accelerate our differentiated capabilities and innovation, enhance margin, add scale, and support our long-term vision, all while being opportunistic and disciplined in our approach.

We have a successful track record of integrating companies with transformative technologies that deliver immediate operational benefits, which also better positions us for future strategic priorities.

Our Industry

We operate at the intersection of several large and rapidly growing defense markets, including autonomous UxS, EW, C-UAS and ISR capabilities and mission support, across major global geographies.

U.S. and Global National Security and Defense Markets

Global defense spending is accelerating, fueled by rising budgets, modernization initiatives, and the urgent demand for next-generation advanced systems to counter peer and near-peer adversaries. The surge is driven by active conflicts in the Middle East, Africa, and Eastern Europe along with the need to support U.S. and allied deterrence efforts in the Pacific. Recent conflicts have revealed that legacy defense systems are increasingly outmoded and insufficient to counter adversary tactics. As a result, U.S. and allied militaries are seeking to replenish munitions exhausted from prior and ongoing conflicts, rearm for emerging or potential future conflicts, and modernize systems and tactics to keep pace with the evolving needs of the modern battlefield.

Defense spending in the United States has continued to receive bipartisan support, with spending toward total national defense surging from around $740.0 billion in 2021 to over $1.0 trillion requested for 2026, an approximately 13.0% increase from the prior year’s budget. In response to rising global tensions and the evolving nature of warfare, the U.S. President has requested significant increases to the DoW budget, with multi-year commitments aimed at modernizing the U.S. military across domains. These increases reflect a growing emphasis on technological superiority, rapid deployment capabilities and resilience in contested environments. The current administration has also placed strategic emphasis on high-tech unmanned systems, particularly aerial platforms like those developed by AEVEX, signaling a shift towards more agile, scalable, cost-effective, and technologically advanced defense capabilities. Despite its technological leadership, the DoW has faced challenges in scaling the mass production of low-cost, expendable drones, creating a potential strategic vulnerability in modern warfare. In response, the DoW is actively investing in scalable unmanned systems manufacturing to meet the urgent demand for rapid, sustainable, and mission-ready drone deployment across global theaters.

The 2026 budget request and One Big Beautiful Bill (“OBBB”) allocations for loitering munitions, UAS, and USVs reflect triple-digit growth over prior year levels, underscoring the urgency to field mission-ready systems at scale. These investments mark a decisive pivot from expensive legacy systems to high-volume, low-cost solutions that can be rapidly deployed across global theaters. According to estimates from Renaissance Strategic Advisors, the 2030 annual U.S. addressable core opportunity for offensive systems (UASs, launched

effects, loitering munitions, one-way attack systems and USVs) is expected to reach approximately $11.0 billion, with the 2030 annual global addressable core opportunity reaching approximately $26.0 billion. Additionally, AEVEX’s adjacent addressable market, that is related to UAS CCAs, low-cost cruise missiles, UUVs, defense cargo & logistics UxS, and C-UAS EW systems, is expected to reach approximately $19.0 billion by 2030 for the U.S. and approximately $23.0 billion by 2030 worldwide. Combined, the complete addressable annual opportunity for the U.S is expected to reach approximately $31.0 billion by 2030, with the global opportunity reaching approximately $49.0 billion.

Meanwhile, defense spending across the North Atlantic Treaty Organization (“NATO”) member states is undergoing a significant transformation, marked by a shift from the long-standing benchmark of 2.5% of national GDP toward targets approaching 5.0% by 2035, following recent strategic agreements and increased collaboration with the United States. As European NATO members and allied nations increase defense budgets to targets of 5.0% of GDP by 2035, the potential increase in defense investment could exceed $1.0 trillion in aggregate. This budgetary expansion reflects a broader recognition of evolving security threats and the need for more agile, technology-driven defense capabilities. The reallocation of resources is not only increasing overall defense budgets, but is also specifically prioritizing investment in unmanned systems, ISR capabilities, and next-generation battlefield technologies.

Beyond the United States and NATO, defense spending across the Asia-Pacific region is also accelerating as allied nations respond to rising tensions and the growing need for asymmetric capabilities. Taiwan has emerged

as a critical market, with the country’s 2026 expected total defense spending increasing by 23.0% stemming from strategic investments in unmanned systems and loitering munitions. Broader Indo-Pacific defense modernization efforts are being shaped by increased collaboration with the United States and a shared emphasis on interoperability, rapid deployment, and cost-effective solutions. The increased focus on defense spending has resulted in worldwide military spending jumping by approximately 9.0% since 2024, the highest growth rate since the end of the Cold War. AEVEX is well-positioned to support these initiatives through its entrenched relationships with U.S. Indo-Pacific Command (INDOPACOM), and its portfolio of modular, mission-tailored platforms designed for contested environments. As APAC allies expand procurement of next-generation ISR and autonomous systems, demand is expected to grow for scalable, field-ready technologies that can be deployed across air and maritime domains.

Unmanned Systems

We have a diversified portfolio of unmanned systems across domains that deliver munitions, explosive payloads, guided strikes against targets, and ISR capabilities. The war in Ukraine has underscored the decisive role of UAS, with an estimated 4 million drones being produced in Ukraine alone in 2025. These platforms have been deployed at unprecedented scale for surveillance, strike, and interdiction missions, proving their value in contested environments. USVs have also emerged as critical tools in naval warfare, demonstrating both offensive and defensive utility. These developments signal a paradigm shift: UxS warfare is no longer a niche capability but a central pillar of modern defense strategy.

In response, the DoW is significantly increasing investment in UxS. The trillion-dollar 2026 defense budget calls for $1.4 billion of funding toward loitering munitions (up 135.0% over 2025), $4.1 billion of funding toward UAS (up 215.0% over 2025), $2.8 billion of funding toward C-UAS (up 273.0% over 2025), and $5.2 billion of funding toward USV (up 952.0% over 2025), for a total weighted-average increase of 332.0% over 2025. To acclimate, the DoW has turned its attention to programs to enhance U.S. capabilities such as the Defense-in-Depth Experiment, focused on C-UAS technologies in dense urban environments, USV naval expansion targeting medium- and large-sized USV fleet integration, and the Blue UAS program, focused on tactical ISR and National Defense Authorization Act (“NDAA”)-compliant military drones. Several major loitering munition programs of record are also emerging, focused on finding mass produced solutions with the best capabilities and performance histories. To meet the accelerating demand for autonomous systems, the defense industrial base is focused on expanding production capacity to support high-volume, low-cost manufacturing. Scalable throughput and domestic manufacturing infrastructure are increasingly viewed as critical enablers for participation in emerging drone programs of record.

Intelligence, Surveillance, Reconnaissance and Counter-UAS

The defense industry is also experiencing a surge in demand for ISR and intelligence analysis capabilities, driven by both geopolitical instability and increased defense spending. The One Big Beautiful Bill Act allocated $16.0 billion to innovation and $12.0 billion to Pacific deterrence, with additional funding directed toward enhancing military readiness, nuclear deterrence, and rapid innovation. ISR priorities include support for Combatant Commands, border monitoring, and countering transnational threats. These missions require persistent surveillance, real-time data fusion, and multi-domain coordination, capabilities that our airborne ISR platforms and CompassX-powered autonomy suite are purpose-built to deliver.

Simultaneously, the proliferation of UAS has introduced new vulnerabilities, fueling rapid growth in C-UAS technologies. The DoW is investing heavily in systems that can detect, track, and neutralize rogue drones in both combat and civilian airspaces. Our red team UAS platforms are actively used to simulate adversarial threats in training environments, supporting the development and validation of next-generation C-UAS. Our platforms are integrated into key DoW initiatives, including urban C-UAS experimentation and layered defense architectures, positioning us as a critical enabler of national and allied airspace security.

Electronic Warfare

EW is rapidly emerging as a strategic priority across global defense budgets, driven by the need to counter increasingly sophisticated threats in contested environments. Governments are investing heavily in EW capabilities that enable resilient communications, signal disruption, and spectrum dominance, particularly in GPS-denied environments. Many of AEVEX’s platforms are engineered to support ISR and EW missions with AI-enabled navigation. As demand grows for scalable, forward-deployable EW solutions, AEVEX is expanding its footprint in classified and emerging programs, positioning itself as a differentiated provider of next-generation EW technologies.

Our Segments

We operate through two complementary segments that deliver autonomous mission systems and full-spectrum operational support to defense and national security customers. Our Tactical Systems segment, anchored by a battle-tested portfolio of autonomous systems, accounted for approximately 74.4% of 2025 total revenue of $432.9 million and 76.0% of 2024 total revenue of $392.2 million, while our Global Solutions segment, leveraging deep ISR expertise, engineering services and operational support to enable mission execution across domains, accounted for the remaining 25.6% in 2025 and 24.0% in 2024. Together, these segments form a tightly integrated offering that allows AEVEX to deliver end-to-end, mission-critical solutions to our customers.

Tactical Systems

Our Tactical Systems segment designs, develops, and manufactures autonomous systems and technologies for defense and national security customers. Built for multi-mission capability, integrated operations and scalability, our attritable platforms deliver a high capability-to-cost value proposition, offering advanced ISR, EW, and kinetic strike capabilities at a fraction of the cost of legacy systems. With vertically integrated engineering, rapid prototyping, and scalable production, including the deployable ForgeX MPU, we enable mission-ready solutions optimized for contested, GPS-denied, and high-threat environments. Modular payload configurations and open architecture designs allow for rapid customization across mission sets, while our proprietary CompassX powers resilient, intelligent operations across air and maritime domains through AI, visual-based navigation, and multi-vehicle autonomy. In addition to product revenues, the Tactical Systems segment includes some services revenue from Forge-X, C-UAS, and engineering, training, and support tied to product deliveries.

Our Tactical Systems customers include the DoW, the IC, the Program Executive Office for Intelligence, Surveillance, and Reconnaissance / SOF, the United States Special Operations Command, and allied foreign militaries. We are the sole provider on the EUCOM AOR Deep Strike program, an over $645.7 million contract to deliver over 4,800 UAS across seven platforms and have approximately $5.0 billion in UxS-specific pipeline as of December 2025.

Tactical Systems offers a broad portfolio of unmanned platforms and supporting technologies, including:

Navigation and Autonomy Center

Our NAC is the “innovation lab” underpinning our UxS product line. As the central hub for autonomous systems development, NAC focuses on delivering advanced capabilities for battlefield superiority in GPS-denied and spoofed environments. Our CompassX sensor fusion engine directly supports our offerings for navigation and autonomy, providing the framework that powers solutions such as optical seeker guidance, multi-vehicle collaborative autonomy, visual-based navigation, and AI-aided target recognition.

The CompassX software suite, together with its enabled hardware modules, is an ecosystem leveraging a differentiated modular architecture that provides tools for assured navigation, real-time situational awareness, and precision targeting, among other advanced solutions. It provides the building blocks used by the NAC and the autonomous backbone for our systems. Deployed across a growing number of platforms, these next-generation capabilities enable our solutions to operate autonomously and intelligently in the most demanding conditions to serve clients’ most critical needs.

All platforms are designed for rapid fielding and scalable production, supported by our over 94,000 square foot manufacturing facility in Tampa, Florida. Our additive manufacturing capabilities, including ForgeX, also enable in-theater production of up to 1,080 systems per year per factory as currently configured.

Group I UAS Compact, hand-launched or VTOL quadcopters (e.g., X-Frame, Sicario) designed for tactical ISR and precision strike missions. These systems offer low acoustic signatures, rapid deployment, and modular payloads for close-range operations in covert or urban environments.

Group II UAS Portable, modular platforms (e.g., Atlas, Dagger, Vandal) supporting ISR, launched effects, loitering munitions, and EW. Atlas is a multi-launched swing-wing UAS with Scout and Attack (“Strike”) variants. Dagger is a fully autonomous precision strike loitering munition, while Vandal is a 3D-printed, electric-powered UAS optimized for rapid deployment and mission-specific customization. Group III UAS Larger, high-endurance systems (e.g., Disruptor, Raker, Dominator, Onyx) engineered for deep strike, persistent ISR, and EW missions. These platforms offer modular architecture, aerodynamic designs, and scalable production. Co-manufactured systems (M, R, S1, S2) expand mission flexibility and interoperability. Group IV & V UAS Strategic-level Long Endurance Aircraft (e.g., Nathusius, with 90 hours of flight time) designed for persistent ISR. These platforms offer internal and external payload/sensor options, with redundant communications providing cost-effective alternatives to legacy systems like the MQ-9 Reaper and MQ-1C Gray Eagle. Threat Replicators High-fidelity threat replicator systems emulate adversary unmanned aircraft to support C-UAS testing and training. These turnkey solutions enable realistic red teaming and rapid response to evolving aerial threats, enhancing defense readiness across domestic and international operations. ForgeX The ForgeX MPU is our “drone factory of the future.” ForgeX enables forward deployed, in-theater additive manufacturing of up to 1,080 systems per year per factory as currently configured. These containerized systems support rapid, scalable production in austere environments, including aboard ships and at forward operating bases. USV Modular maritime platforms (e.g., Mako, Mako Lite) equipped for ISR, mine clearance, object detection/avoidance, communications relay, EW, and kinetic strike missions. Integrated with our autonomy software and sensor fusion, these vessels operate effectively in littoral and open-water environments.

Electronic Warfare Solutions Advanced EW Capabilities designed to provide a strategic advantage through a cutting edge, family of systems in the high order fight with peer and near-peer adversaries. AEVEX Autonomous Rapid Container (“ARC”) ARC is a containerized launch system built on an ISO 20 ft platform with actuated side doors and angled racks for 40 launch positions. It integrates Ground Control Station (“GCS”) and control systems in a sealed rack, supports communication capabilities with UxS, and leverages Hydra launcher heritage for scalable design and rapid fielding.

Global Solutions

Our Global Solutions segment delivers full-spectrum mission solutions, aircraft modification, and engineering support across manned and unmanned platforms. With nearly two decades of operational experience, we provide turnkey solutions that integrate advanced ISR systems, enable rapid deployment, and support mission execution in both classified and unclassified environments. Our capabilities span the full lifecycle, from design and modification to flight operations and intelligence analysis, making us a trusted partner for the U.S. Government, allied nations, and commercial defense customers.

Our Global Solutions customers include the DoW, the IC, SOCOM, COCOMs, and multiple allied foreign governments. We also serve civil agencies such as the U.S. Forest Service and California Fire Office of Emergency Services (“CalOES”), providing ISR software, equipment, and skilled technicians for disaster response command and control, leading to more effective deployment of emergency resources.

Operational Footprint

Our ability to rapidly scale production and drive innovation through vertically integrated capabilities is another key differentiator. Headquartered in San Diego, CA, we operate state of the art-manufacturing facilities

across the continental United States, spanning from California to Florida, allowing us to produce at strategic locations near our customers. Our operating footprint delivers approximately 100,000 square feet of operating space with capacity to produce more than 1,000 UxS per month.

With over 150 multi-disciplined engineers, we can develop, modify, and enhance any solution for our customers through a vertically integrated design and development process. Of our over 150 engineers, over 50 are design hardware, 30 are dedicated solely to software and autonomy, and over 70 are focused on advanced systems, integration and operations, illustrating commitment to continued innovation across our technology stack. Our integrated business model combines engineering expertise, methodical IRAD investments, rapid prototyping, and an on-site test range, accelerating innovation and shortening development cycles. Strategic investments in advanced manufacturing, automation, and leadership talent enable us to meet the rigorous requirements of emerging programs of record.

With additional centers of excellence in California, Virginia, Ohio, and Florida, we maintain close proximity to key customers like the USAF and SOCOM, enabling fast collaboration and solution delivery. Our operations are powered by a dedicated team of employees; approximately 650 as of December 31, 2025, all united by a shared cultural commitment of empowering people to make the world a safer place. Shaped by our values of excellence, integrity, accountability, tenacity, and teamwork, our culture cultivates a workforce that thrives on actions and results across all functions in the organization. These same core values help to drive our key strategic growth priorities by balancing operational integrity with a focus on margin expansion, outsized growth, and business optimization.

As a trusted supplier to the U.S. Government, we take pride in the fact that approximately 30.0% of our team are veterans, bringing invaluable experience and mission alignment to our operations. Our culture attracts top talent, enabling us to secure key executive leadership and employees necessary to drive business operations. Our operations are strategically placed in locations with robust talent pools and allow us to hire a deep and highly capable support staff comprised of over 150 engineers, who specialize in helping us deliver leading software, products, and mission excellence for our customers. Our technical acumen is further bolstered by a well-credentialed workforce, further supporting our entrenched position as a trusted partner to the DoW, SOF, and IC.

We are redefining battlefield logistics with ForgeX, our MPUs that enable on-the-ground readiness and serve as a cornerstone of our ability to deliver solutions at the speed of relevance. These forward-deployed, self-contained production sites are the size of a standard shipping container and provide a dual approach to manufacturing that offers a significant operational advantage. By enabling system production directly in the field, ForgeX supports mission-customizable designs, rapid design iterations, and expedited fielding of solutions to address immediate threats. Leveraging proprietary software, modular kits, and high-speed / high-volume 3D printers, each ForgeX MPU can produce up to 1,080 systems per year per factory with just two technicians and 16 printers, delivering scalable, affordable, and mission-tailored capabilities precisely when and where needed. This agile, autonomous manufacturing process—powered by our advanced technology stack, engineering expertise, and software ecosystem—allows us to move from concept to deployment with exceptional speed. These factories are actively supporting combat missions globally today and represent a breakthrough in defense manufacturing agility with high-impact potential to serve emerging UAS programs and FMS customers.

From high-volume production facilities and vertically integrated engineering to our forward-deployed ForgeX MPU, our operations provide a decisive strategic advantage. This integrated infrastructure gives us the differentiated ability to rapidly innovate, develop, and deploy multi-mission capabilities at scale.

Recent Developments

New Credit Facilities

We currently anticipate entering into (i) a senior secured term loan facility with an expected initial aggregate principal amount of approximately $100.0 million (the “Term Loan Facility”), (ii) a senior secured delayed draw term loan facility with an expected initial aggregate principal amount of approximately $75.0 million (the “Delayed Draw Term Loan Facility”) and (iii) a senior secured revolving credit facility with an expected aggregate principal amount of approximately $200.0 million (the “Revolving Credit Facility”; collectively with the Term Loan Facility and the Delayed Draw Term Loan Facility, the “New Credit Facilities”), which is expected to include a sublimit for the issuance of letters of credit in an amount up to $40.0 million and a sublimit for swingline loans in an amount up to $30.0 million, pursuant to a new credit agreement (the “New Credit Agreement”) shortly after the closing of this offering. The New Credit Facilities are not committed and there is no guarantee that the New Credit Facilities will be made available. The closing of the New Credit Agreement, if it occurs, is expected to be subject to the consummation of this offering, repayment of the obligations under the Credit Agreement (as defined herein) and certain other conditions set forth in the New Credit Agreement. We expect that the New Credit Agreement will contain customary covenants and conditions that will, among other things, limit our ability to incur additional indebtedness, incur liens on assets, enter into agreements related to mergers and acquisitions, dispose of assets or pay dividends and make distributions.

Borrowings under the Revolving Credit Facility and the Delayed Draw Term Loan Facility may vary significantly from time to time depending on our cash needs at any given time. The Revolving Credit Facility is expected to be undrawn at the closing of this offering. The Delayed Draw Term Loan Facility is not expected to be borrowed at the closing of this offering. The borrowing under the Term Loan Facility is expected to occur on the date on which the Term Loan Facility is established and amounts borrowed under the Term Loan Facility cannot be reborrowed. See “Description of Certain Indebtedness.”

Risk Factor Summary

There are a number of risks related to our business, this offering and our Class A common stock that you should consider before you decide to participate in this offering. You should carefully consider all the information presented in the section entitled “Risk Factors” in this prospectus. Some of the principal risks related to our business include the following:

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our reliance on a limited number of major customers, including the U.S. Government and its agencies, particularly the DoW, for a substantial portion of our revenue;

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the potential for reductions, delays, or changes in U.S. and foreign government budgets, spending priorities, procurement processes, or military transformation initiatives;

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our dependence on government contracts, which are subject to competitive bidding, extensive regulation, the risk of termination, modification, audit, unfavorable terms and the possibility that some contracts are classified, limiting transparency for investors;

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the challenges of operating in evolving and highly competitive markets, including the risk that we may not be able to expand our customer base, achieve broad market acceptance, or compete effectively against larger or better-resourced competitors;

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our markets may not grow as expected, or that our efforts to expand into new markets or introduce new offerings may not succeed;

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our inability to manage increasing technological complexity, scale manufacturing capacity, achieve cost reductions or realize projected economies of scale;

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our complex products and services may contain unknown defects or errors, leading to claims against us, reputational harm, or diversion of resources from other business priorities;

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the scarcity, unavailability, or increased cost of critical components or raw materials;

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our exposure to risks associated with international operations, including compliance with export controls, sanctions and other regulations, as well as political, economic and regulatory instability in foreign markets;

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our dependence on senior management, key employees and our ability to recruit and retain highly skilled personnel in a competitive labor market, which is essential to our success and customer relationships;

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the rapid pace of technological change in our markets, and the risk that we may not successfully develop, commercialize or achieve market acceptance for new products, services or enhancements, particularly those involving artificial intelligence;

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shortfalls in available external R&D funding;

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changes in tax laws, trade policies, tariffs, inflation, recession and other macroeconomic or market conditions;

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we may experience difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the companies we acquire and realizing the anticipated synergies of the combined businesses;

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pandemics, public health crises and other events that could disrupt our business, supply chain or customer demand;

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we may experience technological failures, cybersecurity breaches, or unauthorized access to our, our customers’, or our suppliers’ information and systems;

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the failure to adequately protect our intellectual property and proprietary rights;

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issues managing inventory, including the potential for supply imbalances, obsolescence or losses that could harm our business;

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our operations depend on our facilities;

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we have identified material weaknesses in our internal control over financial reporting;

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we have substantial indebtedness, and we may not be able to generate sufficient cash to service all of such indebtedness;

• we will incur increased costs and devote substantial management time as a result of operating as a public company;

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we are a “controlled company” under NYSE rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements;

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as an emerging growth company, we are able to avail ourselves of reduced disclosure requirements;

• our sole material asset ~~after~~is ~~completion of this offering will be~~ our ownership interest in Holdings LLC, and we are accordingly reliant on distributions from Holdings LLC to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and overhead expenses;

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we will be required to make payments under the Tax Receivable Agreement for certain tax benefits that we may claim and the amount of such payments could be substantial; and

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provisions in our corporate governance documents, including exclusive forum provisions and renunciation of certain corporate opportunities, could limit stockholder rights or make it more difficult to replace management or pursue litigation.

These and other risks are more fully described in the section entitled “Risk Factors” in this prospectus. If any of these risks actually occurs, or if we are unable to adequately address these or other risks we face, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, you could lose all or part of your investment in our Class A common stock.

Our Principal Stockholder

We have a valuable relationship with our ~~equity~~Principal ~~sponsor~~Stockholder, MDP. MDP manages several private equity funds that own an interest in us (the “MDP Funds”). Unless otherwise noted or the context otherwise requires, as used in this prospectus, “MDP” refers to Madison Dearborn Partners, LLC, the ultimate general partner of the MDP Funds, and its affiliated entities, including the MDP Funds. In connection with ~~this~~our ~~offering~~IPO, we ~~will~~entered ~~enter~~ into a director designation agreement (the “Director Designation Agreement”) with MDP that provides MDP the right to designate nominees to our board of directors (the “Board”), subject to certain conditions. See “Certain Relationships and Related Party Transactions—Director Designation Agreement” for more details with respect to the Director Designation Agreement.

Madison Dearborn Partners, LLC is a leading private equity investment firm based in Chicago. Since MDP’s formation in 1992, the firm has raised aggregate capital of approximately $36 billion and has completed investments in more than 160 companies. MDP invests across several dedicated industry verticals, including Technology & Government; Financial Services; and Healthcare. MDP’s objective is to invest in companies in partnership with outstanding management teams to achieve significant long-term appreciation in equity value.

Status as a Controlled Company

Because MDP will control approximately 70.0% of the voting power of our company following the completion of this offering (or 68.9% if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full), we ~~will~~expect beto remain a “controlled company” ~~as of the completion of the offering~~ under ~~the~~ ~~Sarbanes-Oxley Act of 2002, as amended (~~the ~~“Sarbanes-Oxley Act”), and the~~ rules of NYSE. As a controlled company, we ~~will~~are not be required to have a majority of independent directors or to form an independent compensation committee or nominating and corporate governance committee. As a controlled company, we ~~will~~ remain subject to the rules of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and beare required to have an audit committee composed entirely of independent directors. Under these rules, we ~~must~~ were required to have at least one independent director on our audit committee by the date our common stock iswas listed on NYSE, and must have at least two independent directors on our audit committee within 90 days of the listing date, and at least three directors, all of whom must be independent, on our audit committee within one year of the listing date. We ~~expect~~currently to have five independent directors ~~upon the closing of this offering~~, of whom Bradley Feldmann and Matthew Klein ~~will~~ qualify as independent for audit committee purposes.

If at any time we cease to be a controlled company, we will take all action necessary to comply with the Sarbanes-Oxley Act and the rules of NYSE, including by having a majority of independent directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period. See “Management—Corporate Governance—Controlled Company Status.”

General Corporate Information

Our principal executive offices are located at 440 Stevens Ave #150, Solana Beach, California, 92075. Our telephone number is (858) 704-4125. Our website address is www.aevex.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our Class A common stock. We are a holding company and all of our business operations are conducted through, and substantially all of our assets are held by, our subsidiaries.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). We will remain an emerging growth company until the earlier of (1) ~~the~~December 31, ~~last day of the fiscal year following the fifth anniversary of the completion of this offering~~2031, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (3) the date on which we are deemed to be a large accelerated filer (meaning the market value of common stock that is held by non-affiliates exceeds $700.0 million as of the end of the second quarter of that fiscal year), or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

An emerging growth company may take advantage of reduced reporting and certain other requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

•

not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act;

•

only being required to present two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and related management’s discussion and analysis of financial condition and results of operations;

•

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

•

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We have elected to take advantage of certain of the reduced disclosure obligations regarding financial statements and executive compensation in this prospectus and expect to elect to take advantage of other reduced burdens in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We ~~are~~have ~~electing~~elected to take advantage of this extended transition period for complying with new or revised accounting standards provided for by the JOBS Act. We will therefore comply with new or revised accounting standards when they apply to private companies. As a result, our financial statements may not be comparable with companies that comply with public company effective dates for accounting standards.

Ownership and Organizational Structure

AEVEX Corp. is a Delaware corporation formed to serve as a holding company, ~~that will hold an interest in Holdings LLC. AEVEX Corp. has not engaged in any business or other activities other than in connection with its formation~~ and ~~this offering. Upon consummation of this offering and the application of the proceeds therefrom, we will be a holding company,~~ our sole asset ~~will~~is beour an equity interest in Holdings LLC. ~~and~~We ~~we will~~ operate and control all of the business and affairs and consolidate the financial results of Holdings LLC.

InThe ~~connection~~diagram ~~with~~below ~~the~~depicts ~~Organizational~~our ~~Transactions:~~organizational structure. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us, or owning a beneficial interest in us.

LOGO

•(1) WeUpon ~~will~~completion ~~amend~~of ~~and~~this ~~restate~~offering, ~~the~~our ~~existing~~Principal ~~operating~~Stockholder ~~agreement~~will ofcontrol ~~Holdings LLC (~~the ~~“LLC~~voting ~~Operating~~power ~~Agreement”)~~in ~~to,~~AEVEX ~~among~~Corp. ~~other~~as ~~things,~~follows: (i) ~~modify~~approximately ~~the~~50.1% ~~capital~~(or ~~structure~~approximately of49.3% ~~Holdings~~if ~~LLC by replacing~~ the ~~current~~underwriters ~~membership~~exercise ~~interests~~their ~~with~~option ato ~~new~~purchase ~~class~~additional ofshares ~~common~~in ~~membership~~full) ~~interests~~through ~~consisting~~its control of ~~Series~~ATS AInvestment ~~Units~~Holdings and ~~Series B Units~~ (~~collectively, “LLC Units”~~ii) ~~and~~approximately 19.9% (~~ii)~~or ~~appoint~~approximately ~~AEVEX Corp~~19.6% asif the ~~sole~~underwriters ~~managing~~exercise ~~member~~their ofoption ~~Holdings~~to ~~LLC.~~purchase ~~See~~additional ~~“Organizational~~shares ~~Structure—Amended~~in ~~and~~full) ~~Restated~~through ~~Operating~~its ~~Agreement~~control of ATS PubCo Holdings, ~~LLC~~L.P (“ATS PubCo Holdings”).

•(2) ~~Our~~Shares ~~Principal~~of ~~Stockholder~~Class ~~and~~A ~~certain~~common ~~other~~stock ~~holders~~and ofClass ~~indirect~~B ~~interests~~common instock ~~Holdings~~vote ~~LLC~~as ~~will~~a ~~engage~~single inclass. aEach ~~series~~outstanding share of ~~transactions,~~Class ~~which~~A ~~may~~common ~~include~~stock ~~one~~and orClass ~~more~~B ~~contributions,~~Common ~~mergers~~stock oris ~~otherwise,~~entitled ~~that~~to ~~will~~one ~~result~~vote inon ~~(i)~~all ~~certain~~matters ofto ~~the~~be ~~existing~~voted ~~owners~~on ofby ~~Holdings~~stockholders ~~LLC~~generally. ~~exchanging~~The ~~their~~shares ~~membership~~of ~~interests~~Class inB ~~Holdings~~common ~~LLC~~stock ~~for~~do ~~membership~~not ~~interests~~have inany ~~ATS~~right ~~Investment~~to ~~Holdings,~~receive ~~LLC~~dividends ~~(“ATS~~or ~~Investment~~distributions ~~Holdings”),~~upon ~~(ii)~~ the ~~formation~~liquidation ofor ~~ATS~~winding ~~Pubco~~up ~~Holdings, LLC (“ATS Pubco Holdings”), (iii) a subsidiary~~ of AEVEX Corp. ~~merging~~In accordance with ~~and into~~ the ~~entity~~Exchange ~~through~~Agreement, ~~which~~ATS ~~our~~Investment ~~Principal Stockholder holds a portion of its ownership interests in~~ Holdings ~~LLC~~ (~~the~~and ~~“Blocker~~its ~~Entity”~~permitted transferees), ~~with~~is ~~the~~entitled ~~Blocker~~to ~~Entity~~exchange ~~remaining~~its asSeries ~~the~~B ~~surviving~~Units ~~corporation~~of ~~followed~~Holdings byLLC, ~~the~~together ~~Blocker Entity merging~~ with ~~and~~an ~~into~~equal ~~AEVEX~~number ~~Corp. (or a subsidiary~~ of ~~AEVEX~~shares ~~Corp.) with AEVEX Corp. (or such subsidiary~~ of ~~AEVEX~~Class ~~Corp.)~~B ~~surviving~~common ~~and~~stock, ~~all of the equity interests of the Blocker Entity being exchanged~~ for shares of Class A common stock ~~(the~~determined ~~“Blocker~~in ~~Merger”)~~accordance ~~and~~with ~~then~~the ~~being~~Exchange ~~contributed~~Agreement ~~directly~~ or, ~~indirectly~~at toour ~~ATS~~election, ~~Pubco~~for ~~Holdings~~cash infrom ~~exchange for~~ a ~~direct~~substantially orconcurrent ~~indirect~~public ~~interest~~offering inor ~~ATS~~private ~~Pubco~~sale ~~Holdings, and~~ (~~iv)~~based ~~certain~~on ~~holders~~the ofprice ~~an indirect interest in Holdings LLC exchanging a portion~~ of ~~such~~our ~~interest~~Class inA ~~Holdings~~common ~~LLC~~stock ~~for a direct or indirect interest~~ in ~~ATS Pubco Holdings, which in turn will contribute~~ such ~~interests~~public inoffering ~~Holdings~~or ~~LLC~~private ~~into AEVEX Corp~~sale). ~~in exchange for shares of Class A common stock.~~

25(3) Assumes no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise their option to purchase additional shares in full, (i) the holders of Class A common stock will have 50.3% of the voting power in AEVEX Corp., with 19.6% held indirectly by our Principal Stockholder, (ii) ATS Investment Holdings, through ownership of the Class B common stock, will have 49.3% of the voting power

•of WeAEVEX ~~will~~Corp., ~~enter~~with ~~into~~49.3% anheld ~~exchange~~indirectly ~~agreement~~by ~~(the~~our ~~“Exchange~~Principal ~~Agreement”~~Stockholder, (iii) ~~with~~ ATS Investment Holdings ~~pursuant to which ATS Investment Holdings (or certain permitted transferees thereof)~~ will beown ~~entitled~~49.3% toof ~~exchange~~the ~~Series~~outstanding BLLC Units ofand ~~Holdings~~(iv) ~~LLC,~~AEVEX ~~together~~Corp. ~~with~~will anown ~~equal~~50.3% ~~number~~ of ~~shares of Class B common stock, for shares of Class A common stock on a one-for-one basis or, at our election, for cash, from a substantially concurrent public offering or private sale (based on~~ the ~~price~~outstanding ofLLC ~~our Class A common stock in such public offering or private sale)~~Units. ~~See “Organizational Structure—Exchange Agreement.”~~

•Our ~~The~~corporate ~~Series~~structure Ais ~~Preferred~~commonly ~~Units~~referred ~~will~~to ~~convert~~as ~~into~~an ~~Class~~“Up-C” Astructure, ~~common~~which ~~stock~~is atcommonly used by partnerships and limited liability companies when they undertake an initial public offering of their business. Our Up-C structure together with the Tax Receivable Agreement allows certain existing direct and indirect owners of Holdings LLC to continue to realize tax benefits associated with owning interests in an entity that is treated as a ~~conversion~~partnership, ~~price~~or ~~based~~“pass-through” entity, for income tax purposes following our IPO. One of these benefits is that future taxable income of Holdings LLC that is allocated to such owners will be taxed on ~~80%~~a flow-through basis and therefore will generally not be subject to corporate U.S. federal income taxes at the entity level. Additionally, because the Series B Units of Holdings LLC that ATS Investment Holdings continues to hold are exchangeable, the ~~initial~~Up-C ~~public~~structure ~~offering~~also ~~price~~provides certain existing direct and indirect owners of Holdings LLC with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. See “Description of Capital Stock.”

~~• We will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of our existing direct and indirect owners, including~~ ATS Investment Holdings, ~~ATS~~holds ~~Pubco~~a ~~Holdings,~~number ~~and~~of ~~certain~~shares ~~entities~~of ~~controlled by~~ our ~~Principal~~Class B ~~Stockholder,~~common ~~and~~stock ~~permitted~~equal ~~transferees thereof (collectively, the TRA Rights Holders”) that will require the payment by AEVEX Corp.~~ to such persons collectively 85% of certain tax savings (calculated using certain assumptions), if any, in U.S. federal, state and local income taxes we actually realize (or, under certain circumstances are deemed to realize) as a result of (i) certain increases in the ~~tax~~number ~~basis~~ of ~~assets~~Series ofB ~~Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC~~ Units, ~~(ii) certain other tax attributes~~ of Holdings LLC ~~and its subsidiaries and the Blocker Entity~~ that ~~existed~~it ~~prior~~owns. toHolders ~~this~~of ~~offering, including existing tax basis and~~ our ~~allocable~~Class A ~~share~~common ofstock ~~existing tax basis acquired in connection with this offering~~ and ~~increases~~Class B tocommon ~~such~~stock ~~allocable~~are ~~share~~each ofentitled ~~existing tax basis and (iii) certain other tax benefits related~~ to ~~our~~one ~~entering~~vote ~~into~~per ~~the~~share ~~Tax~~on ~~Receivable~~all ~~Agreement,~~matters ~~including~~on ~~tax~~which ~~benefits~~stockholders ~~attributable~~are toentitled payments that we make under the Tax Receivable Agreement. We retain the benefit of the remaining 15% of these tax savings, if any. If the Tax Receivable Agreement terminates early, we could be required to ~~make a substantial, immediate lump-sum payment~~vote. ~~See “Organizational Structure—Tax Receivable Agreement and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”~~

WeAEVEX ~~estimate~~Corp. ~~that~~also ~~the~~holds ~~net~~LLC ~~proceeds~~Units toand ustherefore ~~from~~receives ~~the~~benefits ~~sale of~~on ~~our~~account ~~Class A~~of ~~common~~its ~~stock~~ownership in ~~this~~an ~~offering,~~entity ~~after~~treated ~~deducting~~as ~~estimated~~a ~~underwriting~~partnership, ~~discounts~~or ~~and~~“passthrough” ~~commissions~~entity, ~~and~~for ~~estimated~~income ~~expenses~~tax ~~payable~~purposes. byAs ~~us,~~AEVEX ~~will~~Corp. beacquires ~~approximately~~Series ~~$ million ($ million~~B ifUnits ~~the~~of ~~underwriters~~Holdings ~~exercise~~LLC ~~their~~from ~~option~~ATS toInvestment ~~purchase~~Holdings ~~additional~~(or ~~shares~~any inof ~~full~~its transferees) under the exchange mechanism described above, ~~based~~it onwill anobtain ~~assumed~~a ~~initial~~step-up ~~public~~in ~~offering~~tax ~~price~~basis ofin ~~$ per~~its share (of the ~~midpoint~~assets of ~~the~~Holdings ~~estimated~~LLC ~~public offering~~and ~~price~~its ~~range~~flow-through ~~set~~subsidiaries. ~~forth~~This onstep-up in tax basis will provide AEVEX Corp. with certain tax benefits, such as future depreciation and amortization deductions that can reduce the ~~cover~~taxable ~~page~~income ofallocable ~~this~~to ~~prospectus)~~AEVEX Corp. We ~~intend~~have toentered ~~use~~into ~~such~~a ~~net~~Tax ~~proceeds~~Receivable Agreement with the TRA Rights Holders under which AEVEX Corp. agreed to ~~acquire newly~~pay ~~issued~~the ~~Series~~TRA ARights ~~Units~~Holders, collectively, 85% of ~~Holdings~~the ~~LLC~~value of certain tax benefits that AEVEX Corp. realized, or is deemed to ~~purchase Series~~realize (calculated using certain assumptions), as a result of (i) Bcertain ~~Units~~ increases in the tax basis of assets of Holdings LLC ~~from~~and ~~certain~~its ~~direct~~subsidiaries ~~and~~resulting ~~indirect~~from ~~members~~purchases or exchanges of ~~ATS~~LLC ~~Investment~~Units, (ii) certain other tax attributes of Holdings LLC and toits ~~purchase shares~~subsidiaries ofand ~~Class~~the ABlocker ~~common~~Entity ~~stock~~that ~~from~~existed ~~certain~~prior ~~direct~~to our IPO, including existing tax basis and ~~indirect~~our ~~partners~~allocable share of ~~ATS~~existing ~~Pubco~~tax ~~Holdings,~~basis acquired in ~~each~~connection ~~case~~with atthe ~~a purchase~~IPO ~~price~~and ~~equal~~this tooffering ~~the~~and ~~initial~~increases ~~offering~~to ~~price~~such ~~per~~allocable share of ~~Class~~existing tax basis and (iii) Acertain ~~common~~other ~~stock~~tax inbenefits ~~this~~related ~~offering~~to our entering into the Tax Receivable Agreement, ~~less~~including ~~underwriting~~tax ~~discounts~~benefits ~~and~~attributable ~~commissions~~to payments that we make under the Tax Receivable Agreement.

InWe ~~turn~~retain the benefit of the remaining 15% of these cash savings, ~~Holdings~~if ~~LLC~~any. ~~intends~~If the Tax Receivable Agreement terminates early, we could be required to ~~apply~~make ~~the~~a ~~balance~~substantial, ofimmediate lump-sum payment. We expect that the ~~net~~payments ~~proceeds~~we itmay ~~receives~~make ~~from~~under usthe ~~(including~~Tax ~~any~~Receivable ~~additional~~Agreement ~~proceeds~~will itbe ~~may~~substantial. ~~receive from~~For usexample, if we acquire all of the ~~underwriters~~Class B ~~exercise~~Units ~~their~~held ~~option~~by tothe ~~purchase~~TRA ~~additional~~Rights Holders in taxable transactions as of this offering, based on an assumed public offering price of $38.47 per share, which is the closing sales price of our shares) of Class A common stock on NYSE on May 29, 2026, and on certain other assumptions, including that (i) there are no material changes in relevant tax law and (ii) we earn sufficient taxable income in each year to ~~repay~~realize ~~$ million~~the oftax ~~outstanding~~benefits ~~borrowings~~subject ~~under~~to ~~our~~the ~~Credit~~Tax Receivable Agreement, ~~under~~we ~~which~~would werecognize ~~had~~an incremental deferred tax asset of approximately $~~259~~660.5 million ~~outstanding~~(which ~~under~~will ~~the Term~~be ~~Loan~~realized over 15 years) and a noncurrent TRA liability of approximately $0561.4 million. ~~outstanding~~These ~~under~~amounts ~~the~~have ~~Revolving~~been ~~Credit~~prepared ~~Facility~~for ~~and~~informational ~~which~~purposes ~~had~~only. anThe ~~interest~~actual ~~rate~~increases in tax basis with respect to future exchanges or purchases of ~~9.92%~~LLC ~~and~~Units ~~9.75%,~~may ~~respectively~~differ materially from the amounts set forth above because the potential future reductions in our tax payments, as determined for purposes of ~~December 31,~~the ~~2025~~Tax Receivable Agreement, ~~(ii)~~ and the payment we will be required to ~~pay~~make ~~expenses~~under ~~incurred~~the inTax ~~connection~~Receivable ~~with~~Agreement, ~~this~~will ~~offering~~each ~~and~~depend on a number of factors, including the ~~Organizational~~ ~~Transactions~~market ~~and~~value ~~(iii)~~of our Class ~~for~~A ~~general~~common ~~corporate~~stock ~~purposes.~~at ~~See~~the ~~“Use~~time of ~~Proceeds.”~~the ~~The~~exchange ~~diagram~~or ~~below~~purchase, ~~depicts~~the ~~our~~prevailing ~~historical~~federal ~~organizational~~tax ~~structure~~rates ~~prior~~applicable to us over the ~~completion~~life of the Tax

268

~~the~~Receivable ~~Organizational~~Agreement ~~Transactions.~~(as ~~This~~well ~~diagram~~as isthe ~~provided~~assumed ~~for~~combined ~~illustrative~~state ~~purposes~~and ~~only~~local tax rate), the amount and ~~does~~timing ~~not~~of ~~purport~~the totaxable ~~represent~~income ~~all~~that ~~legal~~we ~~entities~~generate ~~owned~~in orthe ~~controlled~~future byand ~~us,~~the extent to which future exchanges or ~~owning~~purchases aof ~~beneficial interest~~LLC inUnits usare taxable transactions. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

~~The~~9 diagram below depicts our expected organizational structure immediately following completion of the Organizational Transactions. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us, or owning a beneficial interest in us.

(1) Upon completion of this offering, our Principal Stockholder will control the voting power in AEVEX Corp. as follows: (i) approximately % (or approximately % if the underwriters exercise their option to purchase additional shares in full) through its control of ATS Investment Holdings and (ii) approximately % through its control of ATS Pubco Holdings, LLC.

(2) Shares of Class A common stock and Class B common stock will vote as a single class. Each outstanding share of Class A common stock and Class B Common stock will be entitled to one vote on all matters to be voted on by stockholders generally. The Class B common stock will not have any right to receive dividends or distributions upon the liquidation or winding up of AEVEX Corp. In accordance with the Exchange Agreement to be entered into in connection with the Organizational Transactions, ATS Investment Holdings will be entitled to exchange its Series B Units of Holdings LLC, together with an equal number of shares of Class B common stock, for shares of Class A common stock determined in accordance with the Exchange Agreement or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale).

(3) Assumes no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise their option to purchase additional shares in full, (i) the holders of Class A common stock will have % of the voting power in AEVEX Corp., with % held indirectly by our Principal Stockholder, (ii) ATS Investment Holdings, through ownership of the Class B common stock, will have % of the voting power of AEVEX Corp., with % held indirectly by our Principal Stockholder, (iii) ATS Investment Holdings will own % of the LLC Units and (iv) AEVEX Corp. will own % of the LLC Units.

Our corporate structure following the offering, as described above, is commonly referred to as an “Up-C” structure, which is commonly used by partnerships and limited liability companies when they undertake an initial public offering of their business. Our Up-C structure together with the Tax Receivable Agreement will allow certain existing direct and indirect owners of Holdings LLC to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity, for income tax purposes following the offering. One of these benefits is that future taxable income of Holdings LLC that is allocated to such owners will be taxed on a flow-through basis and therefore will generally not be subject to corporate U.S. federal income taxes at the entity level. Additionally, because the Series B Units of Holdings LLC that ATS Investment Holdings will continue to hold are exchangeable, the Up-C structure also provides certain existing direct and indirect owners of Holdings LLC with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. See “Organizational Structure” and “Description of Capital Stock.”

Following this offering, ATS Investment Holdings will hold a number of shares of our Class B common stock equal to the number of Series B Units of Holdings LLC that it owns. Holders of our Class A common stock and Class B common stock will each be entitled to one vote per share on all matters on which stockholders are entitled to vote.

AEVEX Corp. will also hold LLC Units and therefore receive benefits on account of its ownership in an entity treated as a partnership, or “passthrough” entity, for income tax purposes. As AEVEX Corp. acquires Series B Units of Holdings LLC from ATS Investment Holdings (or any of its transferees) under the exchange mechanism described above, it will obtain a step-up in tax basis in its share of the assets of Holdings LLC and its flow-through subsidiaries. This step-up in tax basis will provide AEVEX Corp. with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to AEVEX Corp. In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with the TRA Rights Holders under which AEVEX Corp. will agree to pay the TRA Rights Holders, collectively, 85% of the value of certain tax benefits that AEVEX Corp. realized, or is deemed to realize (calculated using certain assumptions), as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to this offering, including existing tax basis and our allocable share of existing tax basis acquired in connection with this offering and increases to such allocable share of existing tax basis and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. We retain the benefit of the remaining 15% of these cash savings, if any. If the Tax Receivable Agreement

terminates early, we could be required to make a substantial, immediate lump-sum payment. We expect that the payments we may make under the Tax Receivable Agreement will be substantial. For example, if we acquire all of the Class B Units held by the TRA Rights Holders in taxable transactions as of this offering, based on an initial public offering price of $ per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and on certain assumptions, including that (i) there are no material changes in relevant tax law and (ii) we earn sufficient taxable income in each year to realize on a current basis all tax benefits that are subject to the Tax Receivable Agreement, we would expect that the resulting reduction in tax payments for us, as determined for purposes of the Tax Receivable Agreement, would aggregate to approximately $ million, substantially all of which would be realized over the next 15 years, and we would be required to pay to the TRA Rights Holders 85% of such amount, or $ million, over the same period. These amounts have been prepared for informational purposes only. The actual increases in tax basis with respect to future exchanges or purchases of LLC Units may differ materially from the amounts set forth above because the potential future reductions in our tax payments, as determined for purposes of the Tax Receivable Agreement, and the payment we will be required to make under the Tax Receivable Agreement, will each depend on a number of factors, including the market value of our Class A common stock at the time of the exchange or purchase, the prevailing federal tax rates applicable to us over the life of the Tax Receivable Agreement (as well as the assumed combined state and local tax rate), the amount and timing of the taxable income that we generate in the future and the extent to which future exchanges or purchases of LLC Units are taxable transactions. See “Organizational Structure—Tax Receivable Agreement and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

As a result of the Organizational Transactions:

• the investors in this offering will collectively own shares of our Class A common stock and we will hold Series A Units of Holdings LLC;

• ATS Investment Holdings will own Series B Units of Holdings LLC and shares of Class B common stock;

• ATS Pubco Holdings will own shares of our Class A common stock;

• holders of Holdings LLC Series A Preferred Units will own shares of our Class A common stock;

• our Class A common stock will collectively represent approximately % of the voting power in us, with shares of Class A common stock held by the public representing approximately % of the voting power in us; and

• our Class B common stock will collectively represent approximately % of the voting power in us.

THE OFFERING

Issuer

AEVEX Corp.

Class A common stock offered by us 5,726,157 shares.

Class A common stock offered by the ~~selling~~Selling ~~stockholders~~Securityholders 2,273,843 shares.

Underwriters’ option to purchase additional shares of Class A common stock 1,200,000 shares.

~~Class~~Selling ASecurityholders ~~common~~See ~~stock~~“Principal toand beSelling ~~outstanding immediately after this offering shares (or shares if the underwriters’ option is exercised in full)~~Securityholders. ~~If all outstanding LLC Units held by the LLC Unitholders were exchanged for newly-issued shares of Class A common stock on a one-for-one basis, shares of Class A common stock would be outstanding.~~”

Class BA common stock to be outstanding immediately after this offering 56,470,333 shares (or 57,329,256 shares if the underwriters’ option is exercised in full). ~~Immediately~~If ~~after~~all ~~this~~outstanding ~~offering,~~LLC Units held by the LLC Unitholders ~~will~~were ~~own~~exchanged ~~100%~~for newly-issued shares of ~~the~~Class ~~outstanding~~A common stock on a one-for-one basis, 114,041,700 shares of ~~our~~ Class BA common stock would be outstanding.

~~Ratio of shares of~~ Class AB common stock to ~~LLC~~be ~~Units~~outstanding ~~Our~~immediately ~~amended~~after ~~and~~this ~~restated~~offering ~~certificate~~57,571,367 ~~of incorporation and the amended and restated operating agreement of Holdings LLC will require that we and Holdings LLC at all times maintain a one-to-one ratio between the number of~~ shares ~~of Class A common stock issued by us and the number of LLC Units owned by us~~ (~~subject~~or to56,712,444 ~~certain exceptions for treasury~~ shares ~~and~~if ~~shares~~the ~~underlying~~underwriters’ ~~certain~~option ~~convertible~~is orexercised ~~exchangeable~~in ~~securities~~full).

~~Voting~~Use ~~Each~~of proceeds We will receive net proceeds of approximately $212.0 million (or $243.8 million if the underwriters’ option is exercised in full) from the sale of Class A common stock in this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming a public offering price of $38.47 per share, which is the closing sales price of our shares of Class A common stock ~~entitles~~on ~~its~~May ~~holder~~29, to2026, ~~one~~as ~~vote~~reported on ~~all~~NYSE. ~~matters~~We towill benot ~~voted~~receive onany proceeds from the sale of the shares of Class A common stock being offered by ~~stockholders~~the ~~generally~~Selling Securityholders.

~~Each~~We ~~share~~intend to use the net proceeds to purchase 5,726,157 Series B Units (or 6,585,080 Series B Units if the underwriters exercise their option to purchase additional shares in full), together with an equivalent number of ~~our~~shares of Class B common stock, ~~entitles~~from ~~its~~certain ~~holder~~direct toand ~~one~~indirect ~~vote~~members onof ~~all~~ATS ~~matters~~Investment toHoldings, beincluding ~~voted~~entities oncontrolled by ~~stockholders~~our ~~generally~~Principal Stockholder. The LLC Units of Holdings LLC will be acquired by us at a purchase price per unit or share equal to the public offering price per share of Class A common stock in this offering, less underwriting discounts and commissions. See “Use of Proceeds.”

Controlled company After this offering, ~~each~~MDP ~~LLC Unitholder~~ will ~~hold~~control aapproximately ~~number~~70.0% of ~~shares~~the ofvoting ~~Class~~power B(or ~~common~~68.9% ~~stock~~if ~~equal~~the underwriters’ option to ~~the~~purchase ~~number~~additional ofshares ~~LLC~~is ~~Units~~exercised itin ~~owns~~full) in us. ~~See~~As ~~“Description~~a ofresult, ~~Capital~~we ~~Stock—Class~~expect Bto ~~Common~~remain ~~Stock.”~~a controlled company within the meaning of the

~~Holders~~10 of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

~~Voting~~corporate ~~power~~governance ~~held~~standards ~~by holders~~ of ~~Class~~NYSE. ASee ~~common~~“Management—Corporate ~~stock~~Governance—Controlled %Company ~~(or 100% if all outstanding LLC Units were exchanged for newly-issued shares of Class A common stock on a one-for-one basis)~~Status.”

~~Voting~~Dividend ~~power~~policy ~~held~~We bycurrently ~~holders~~intend ofto ~~Class~~retain Bany ~~common~~future ~~stock~~earnings %for ~~(or~~investment 0%in ifour business and do not expect to pay any dividends in the foreseeable future. The declaration and payment of all ~~outstanding~~future ~~LLC~~dividends, ~~Units~~if ~~were~~any, ~~exchanged~~will ~~for~~be ~~newly-issued~~at ~~shares~~the discretion of ~~Class~~our ABoard ~~common~~and ~~stock~~will ondepend aupon ~~one-for-one~~our ~~basis)~~financial condition, earnings, contractual conditions or applicable laws and other factors that our Board may deem relevant. See “Dividend Policy.”

~~Use~~IPO oflock-up ~~proceeds~~release WeIn ~~estimate,~~connection ~~based~~with ~~upon~~this ~~an assumed initial public~~ offering, ~~price of $ per share (which is~~ the ~~midpoint~~representatives of the ~~estimated~~several ~~public~~underwriters ~~offering~~in ~~price~~the ~~range~~IPO ~~set~~have ~~forth~~agreed onto ~~the~~waive, ~~cover~~solely ~~page~~with ofrespect ~~this~~to ~~prospectus),~~the weshares ~~will~~actually ~~receive~~sold ~~net~~in ~~proceeds from~~ this offering, ofthe ~~approximately~~lock-up $restrictions ~~million~~applicable ~~(or~~to $us ~~million~~and if the ~~underwriters~~Selling ~~exercise~~Securityholders ~~their~~pursuant ~~option~~ to ~~purchase~~agreements ~~additional~~entered ~~shares~~into in ~~full),~~connection ~~after~~with ~~deducting~~our ~~estimated underwriting discounts and commissions and estimated offering expenses payable by us~~IPO. WeSee ~~will not receive any proceeds from the sale of the shares of common stock being offered by the selling stockholders~~“Underwriting.”

We intend to use the net proceeds as follows:

• $ million to acquire newly-issued Series A Units in Holdings LLC (or $ million to acquire Series A Units if the underwriters exercise their option to purchase additional shares in full);

• $ million to purchase Series B Units (or $ million to purchase Series B Units if the underwriters exercise their option to purchase additional shares in full) from certain direct and indirect members of ATS Investment Holdings, including entities controlled by our Principal Stockholder; and

• $ million to purchase shares of Class A common stock (or $ million to repurchase shares of Class A common stock if the underwriters exercise their option to purchase additional shares in full) from certain direct and indirect partners of ATS Pubco Holdings, including entities controlled by our Principal Stockholder.

In each case the LLC Units of Holdings LLC or Class A common stock of the Company, as applicable, will be acquired by us at a purchase price per unit or share equal to the initial public offering price per share of Class A common stock in this offering, less underwriting discounts and commissions.

In turn, Holdings LLC intends to use the proceeds received in respect of the newly-issued Series A Units to:

• repay $ million of outstanding borrowings under our Credit Agreement; and

• apply the balance of the net proceeds it receives from us (including any additional proceeds it may receive from us if the underwriters exercise their option to purchase additional shares)

to pay expenses incurred in connection with this offering and the Organizational Transactions and for general corporate purposes.

See “Use of Proceeds” and “Organizational Structure.”

Controlled company After this offering, assuming an offering size as set forth in this section, MDP will control approximately % of the voting power (or % if the underwriters’ option to purchase additional shares is exercised in full) in us. As a result, we expect to be a controlled company within the meaning of the corporate governance standards of NYSE. See “Management—Corporate Governance—Controlled Company Status.”

Dividend policy We currently intend to retain any future earnings for investment in our business and do not expect to pay any dividends in the foreseeable future. The declaration and payment of all future dividends, if any, will be at the discretion of our “Board” and will depend upon our financial condition, earnings, contractual conditions or applicable laws and other factors that our Board may deem relevant. See “Dividend Policy.”

Exchange rights of holders of the LLC Units Prior to this offering, we will enter into the Exchange Agreement with the LLC Unitholders, including ATS Investment Holdings, so that ATS Investment Holdings (and any permitted transferee thereof) may exchange LLC Units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Any shares of Class B common stock so delivered will be cancelled. See “Organizational Structure—Exchange Agreement.”

Tax Receivable Agreement We will enter into a Tax Receivable Agreement with the TRA Rights Holders that will provide for the payment by us to such persons of 85% of the amount of certain tax savings (calculated using certain assumptions), if any, that AEVEX Corp. actually realizes (or in some circumstances is deemed to realize) as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to this offering, including existing tax basis and our allocable share of existing tax basis acquired in connection with this offering and increases to such allocable share of existing tax basis, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. See “Organizational Structure—Tax Receivable Agreement and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Registration Rights Agreement We intend to enter into a registration rights agreement (the “Registration Rights Agreement”) with our Principal Stockholder in connection with this offering. The Registration Rights Agreement will provide our Principal Stockholder certain registration rights whereby, following our initial public offering and the expiration of any related lock-up period, our Principal Stockholder can require us to register under the Securities Act of 1933, as amended (the “Securities Act”) shares of Class A common stock, (including shares issuable to the LLC Unitholders upon exchange of their LLC Units). The Registration Rights Agreement will also provide for piggyback registration rights for our Principal Stockholder. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Reserved Share Program At our request, an affiliate of BofA Securities, Inc., a participating Underwriter, has reserved for sale, at the initial public offering price, up to 5% of the shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. If these persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. See “Underwriting—Reserved Share Program.”

Risk factors

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

Symbol for trading on NYSE

“AVEX.”

Unless we specifically state otherwise ~~indicated~~or the context otherwise requires, ~~all~~the share information in this prospectus:

• assumes the effectiveness of the Organizational Transactions;

• assumes an initial public offering price of $ per share, which is the midpoint of the estimated public offering price range set forth on the cover of this prospectus;

•

assumes that the underwriters’ option to purchase additional shares of Class A common stock is not exercised;

• excludes the shares of Class A common stock that may be issuable upon exercise of exchange rights held by the LLC Unitholders; ~~and~~

• excludes 1,464,825 shares of Class A common stock ~~reserved~~issuable ~~for~~upon ~~future~~vesting ~~issuance~~of ~~under~~outstanding ~~the~~restricted ~~2026~~stock ~~Omnibus Incentive Plan (the “2026 Plan”).~~awards;

33• excludes 9,939,345 shares of Class A common stock reserved for future issuance under the AEVEX Corp. 2026 Omnibus Incentive Plan (the “2026 Plan”).

SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following tables present, as of the dates and for the periods indicated: (1) the summary historical consolidated financial information of Holdings LLC and its subsidiaries and (2) the summary unaudited pro forma financial data for AEVEX Corp. and its consolidated subsidiaries, including Holdings LLC. Holdings LLC is the predecessor of AEVEX Corp. for financial reporting purposes.

The summary historical consolidated statements of operations data and summary historical consolidated statements of cash flow data presented below for the years ended December 31, 2025 and 2024 and the consolidated balance sheet data as of December 31, 2025 and 2024 have been derived from, and should be read together with, our audited consolidated historical financial statements and the accompanying notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of results to be expected in future periods.

The summary historical consolidated financial information of AEVEX Corp. has not been presented. AEVEX Corp. is a newly incorporated entity, has had no business transactions or activities to date and had no material assets or liabilities during the periods presented in this section.

This information is a summary only and should be read in conjunction with “Risk Factors,” “Capitalization,” “Dilution,” “Unaudited Consolidated Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

The summary unaudited consolidated pro forma financial information of AEVEX Corp. presented below has been derived from the unaudited consolidated pro forma financial statements and notes included elsewhere in this prospectus. The summary unaudited consolidated pro forma financial information as of and for the year ended December 31, 2025, gives effect to the Organizational Transactions as described in “Organizational Structure,” including the consummation of this offering, the use of the net proceeds therefrom and related transactions, as described in “Use of Proceeds” and “Unaudited Consolidated Pro Forma Financial Information,” as if all such transactions had occurred on January 1, 2025, with respect to the consolidated statement of operations data, and December 31, 2025, with respect to the consolidated balance sheet data. The unaudited consolidated pro forma financial information includes various estimates that are subject to material change and may not be indicative of what our results of operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See

“Unaudited Consolidated Pro Forma Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited consolidated pro forma financial information.

	Historical Holdings LLC						Pro Forma AEVEXCorp.
	Year Ended December 31,						Year EndedDecember 31,
	2025			2024			2025
(in thousands, except unit and share amounts)
Revenue:
Products	$	319,351		$	292,429		$
Services		113,582			99,763
Total revenue		432,933			392,192
Cost of revenue:
Products		244,735			199,920
Services		93,895			82,000
Total cost of revenue		338,630			281,920
Gross profit		94,303			110,272
Operating expenses:
Selling, general, and administrative		41,626			33,780
Research and development		25,439			12,997
Amortization of intangible assets		16,606			18,119
Change in contingent consideration		2,435			(61,599	)
Total operating expenses		86,106			3,297
Income from operations		8,197			106,975
Other income (expense), net:
Interest expense		(32,346	)		(29,584	)
Interest income		699			1,436
Other income, net		6,841			129
Total other expense, net		(24,806	)		(28,019	)
(Loss) income before income taxes		(16,609	)		78,956
Provision for income taxes		171			363
Net (loss) income		(16,780	)		78,593
Net income attributable to noncontrolling interest		106			44
Net (loss) income attributable to Athena Technology Solutions Holdings, LLC	$	(16,886	)	$	78,549
Net (Loss) income per Class A unit:
Basic	$	(0.20	)	$	0.98		$
Diluted	$	(0.20	)	$	0.38		$
Weighted average Class A units outstanding
Basic		88,532,824			80,432,217
Diluted		88,532,824			88,219,168

	Historical Holdings LLC				Pro Forma AEVEXCorp.
	December 31,				December 31,
	2025		2024		2025
(In thousands)
Consolidated balance sheets data:
Cash and cash equivalents	$	27,908	$	45,603	$
Total assets		626,995		556,631
Total liabilities		343,027		392,357
Debt, including current portion		258,500		260,417
Mezzanine equity		80,371		—
Total members’ equity		199,016		159,529
Noncontrolling interest		4,581		4,745
Total equity		203,597		164,274

	Historical HoldingsLLC
	Year EndedDecember 31,
	2025			2024
(In thousands)
Consolidated statements of cash flows data:
Net cash (used in) provided by operating activities	$	(97,639	)	$	64,912
Net cash used in investing activities		(10,544	)		(11,177	)
Net cash provided by (used in) financing activities		90,488			(58,934	)
Net decrease in cash		(17,695	)		(5,199	)
Cash at beginning of period		45,603			50,802
Cash at end of period		27,908			45,603

	Historical Holdings LLC
	Year Ended December 31,
	2025			2024
(In thousands)
Other Data:(1)
Tactical Systems Segment Adjusted EBITDA(2)	$	38,208		$	84,446
Global Solutions Segment Adjusted EBITDA(2)		8,172			(2,703	)
Adjusted EBITDA(3)		37,578			77,012
Net income (loss) margin		(3.9	)%		20.0	%
Adjusted EBITDA Margin(4)		8.7	%		19.6	%
Free cash flow(5)	$	(105,118	)	$	56,434

(1) In addition to our operating results calculated in accordance with GAAP, we use, and plan to continue using certain non-GAAP financial measures when monitoring and evaluating operating performance, including all of the measures presented in this table. The non-GAAP financial measures presented in this prospectus are supplemental measures of our performance that we believe help investors understand our financial condition and operating results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or are unrelated to our core operating results and the overall health of our company. Please refer to “Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Non-GAAP Financial Measures” for an explanation on why we use these non-GAAP financial measures, their definitions, their limitations and reconciliations to their nearest GAAP financial measure.

(2) Segment Adjusted EBITDA is our segment measure of profit or loss as defined by ASC 280. We define Segment Adjusted EBITDA as net income (loss) before certain unallocated Corporate expenses, interest income and expense, income tax expense (benefit), depreciation and amortization expense, other income (expense), changes in the fair value of contingent consideration liabilities, IPO-related costs, asset impairments, business acquisition costs, and restructuring costs, as well as certain non-recurring items. For additional information regarding Segment Adjusted EBITDA, see Note 15, “Segment Information” to our audited consolidated financial statements included elsewhere in this prospectus.

(3) We define Adjusted EBITDA as net income (loss) before interest income and expense, income tax expense (benefit), depreciation and amortization expense, other income (expense), changes in the fair value of contingent consideration liabilities, IPO-related costs, asset impairments, business acquisition costs, and restructuring costs, as well as certain non-recurring items. We believe that Adjusted EBITDA is an important metric for management and investors as it removes the impact of items that we do not believe are indicative of our core operating results or the overall health of our company and allows for consistent comparison of our operating results over time and relative to our peers.

(4) We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. We believe that Adjusted EBITDA Margin is an important metric for management and investors as it removes the impact of items that we do not believe are indicative of our core operating results or the overall health of our company and allows for consistent comparison of our operating results over time and relative to our peers.

(5) We define free cash flow as the sum of our net cash provided by (used in) operating activities less our capital expenditures. We consider free cash flow to be a useful, supplemental measure of our ability to generate cash on a normalized basis. We use free cash flow to supplement GAAP measures in evaluating our flexibility to allocate capital and pursue opportunities that may enhance shareholder value and the effectiveness of our strategies, to make budgeting decisions and to compare our performance against that of our peer companies, many of which present similar non-GAAP financial measures.

RISK FACTORS

This offering and an investment in our Class A common stock involve a high degree of risk. You should carefully consider the risks and uncertainties described below, together with the financial and other information contained in this prospectus, including our consolidated financial statements and the related notes thereto, before making a decision to invest in our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks actually occur, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, the trading price of our Class A common stock could decline, and you could lose all or part of your investment.

Because of the following factors, as well as other factors affecting our business, financial condition, operating results and ~~prospectus~~prospects, past financial performance should not be considered a reliable indicator of future performance, and investors should not rely on historical trends to anticipate trends or results in the future.

Risks Related to Our Business and Industry

We rely heavily on sales to certain customers, including the U.S. Government, particularly to agencies of the DoW.

Historically, we have derived a significant portion of our total sales from the U.S. Government and its agencies. Revenue from the U.S. Government and agencies of the U.S. Government, when they are direct customers of the Company, represented 78% and 81% of total revenue for the year ended December 31, 2025 and 2024, respectively. Revenue from the U.S. Government and agencies of the U.S. Government, when they are direct customers of the Company, represented 88% and 68% of total revenue for the three months ended March 31, 2026 and 2025, respectively. We believe that the success and growth of our business for the foreseeable future will continue to depend to a significant degree on our ability to win government contracts, in particular from the DoW. Many of our government customers are subject to budgetary constraints and our continued performance under these contracts, or award of additional contracts from these agencies, could be jeopardized by spending reductions or budget cutbacks at these agencies. Recently, the reduction of government spending has been a primary focus of the federal government. In January 2025, President Trump announced an executive order establishing the Department of Government Efficiency (“DOGE”) to maximize government efficiency and productivity. In February 2025, President Trump stated that he has directed DOGE to review Pentagon spending for potential waste and fraud. As a result of these recent developments and other factors, the funding of U.S. Government programs is uncertain. We are dependent on continued congressional appropriations and administrative allotment of funds based on an annual budgeting process. We cannot assure you that current levels of congressional funding for our products and services will continue and that our business will not decline.

The U.S. military funds a portion of our contracts through operational needs statements, and to a lesser extent, through programs of record, which provides us with less visibility and certainty on future funding allocations for our contracts. Furthermore, all of our contracts with the U.S. Government are terminable by the U.S. Government at will, and the increasing government spending reviews may result in revocation of previously awarded contracts. A significant decline in government expenditures generally, or with respect to programs for which we provide products and/or services, could adversely affect our business and prospects. Our operating results may also be negatively impacted by other developments that affect these government programs generally, including the following:

•

changes in government programs that are related to our products and services;

•

adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations;

•

changes in political or public support for security and defense programs;

•

delays or changes in the government appropriations and budget process;

•

uncertainties associated with the current global threat environment and other geo-political matters; and

•

delays in the payment of our invoices by government payment offices.

These developments and other factors could cause governmental agencies to reduce their purchases under existing contracts, to exercise their rights to terminate contracts at-will or to abstain from renewing contracts or entering into new contracts, any of which would cause our revenue to decline and could otherwise harm our business, financial condition and results of operations.

A decline in the U.S. and other government budgets, changes in spending or budgetary priorities, delays in contract awards or in the release of approved funds may significantly and adversely affect our future revenue.

Because we generate a significant portion of our total sales from the U.S. Government and its agencies and from foreign governments, our results of operations could be adversely affected by government spending caps, delays in the government budget process, program starts, the award of contracts or orders under existing contracts, or delays in release of funds by the federal government. Delays in the formalization of a contract could result in delayed funding, billing and payment. Our business may be adversely impacted due to shifts in the political environment and resulting changes in the government and agency leadership positions and priorities for funding. We cannot assure you that current levels of congressional funding for our products and services will continue and that our business will not decline, or that such funding will be accessible or consistent with previously realized timelines due to federal budgetary review activities and potential freezes on or cancellation of various governmental programs from time to time. If annual budget appropriations or continuing resolutions are not enacted timely, we could face U.S. Government shutdowns, which could adversely impact our programs and contracts with the U.S. Government, our ability to receive timely payment from U.S. Government entities and our ability to timely obtain export licenses for our products and services to fulfill contracts with our international customers. A prolonged U.S. Government shutdown, or the adoption of a “continuing resolution” requiring the government to operate on funding levels equivalent to its prior fiscal year, could have an adverse impact on our results and growth plans.

Further, there is a possibility that political decisions made by the U.S. Government, such as the establishment of DOGE and the related probes into and reductions in government spending, policy changes regarding prior military commitments by the second Trump administration, including those regarding ongoing conflicts, including between Russia and Ukraine, Israel and Hamas, or an impasse on policy issues between the executive branch and Congress, could impact future spending and program authorizations, which may not increase or may decrease or shift to programs in areas in which we do not provide products or services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of shifts in spending priorities from defense-related and other programs due to, among other factors, competing demands for federal funds and the number and intensity of military conflicts. In addition, we may receive stop work orders and/or contract cancellations for existing U.S. Government contracts due to shifting foreign military aid priorities, and we cannot project the aggregate negative impact on our results of operations due to any future stop work orders and/or contract cancellations.

Military transformation and changes in overseas operational levels may affect future procurement priorities and existing programs, which could limit demand for our products and services and have an adverse effect on our business, financial condition and results of operations.

While current world tensions—including the conflict between Russia and Ukraine—are driving short-term defense spending increases, we cannot predict whether and when a reduction in overseas operational levels will occur, how future procurement priorities related to defense transformation will be impacted, including by future events, or how changes in the threat environment will impact opportunities and competition for our products, for existing, additional or replacement programs. Government contracts, and associated revenue, particularly those with the DoW, can be episodic in nature and difficult to predict from period to period and any adverse change in political relations between the U.S. and other countries or regions where our overseas customers are located could negatively impact demand for our product and services. Unsatisfactory performance of our products resulting from the environments in which drones operate, including in combat or other areas where wars and hostilities may occur, may cause the demand for our products and technologies to decline or be subject to variation. For example, for the year ended December 31, 2025, our total revenue attributable to end-users in the

3913

political relations between the U.S. and other countries or regions where our overseas customers are located could negatively impact demand for our product and services. Unsatisfactory performance of our products resulting from the environments in which drones operate, including in combat or other areas where wars and hostilities may occur, may cause the demand for our products and technologies to decline or be subject to variation. For example, for the year ended December 31, 2025, our total revenue attributable to end-users in the Ukraine accounted for a substantial portion of our total revenues, although the proportion of our revenues attributable to such end-users is expected to decrease in the future. As such, any reduction to operational levels related to the conflict between Russia and Ukraine could lead to volatility in our revenues and could have an adverse impact on our business, financial condition and results of operations. While historically we have strategically diversified our portfolio in an effort to mitigate the susceptibility of our business to reductions in overseas operational levels, and we intend to continue this effort, particularly by aiming to grow our non-Ukraine-related total revenue, we cannot be certain that such actions have mitigated or will mitigate the risk of our business to such reductions.

We operate in evolving markets, which makes it difficult to evaluate our business and future prospects.

One of our key strategies is to invest in R&D to drive innovation and spur growth. Our innovative solutions are often sold in new and rapidly evolving markets. Accordingly, our business and future prospects may be difficult to evaluate. We cannot accurately predict the extent to which demand for our products and services will increase, if at all. The challenges, risks and uncertainties frequently encountered by companies in rapidly evolving markets could impact our ability to do the following:

•

generate sufficient revenue to maintain profitability;

•

acquire and maintain market share;

•

achieve or manage growth in our operations;

•

develop and renew contracts;

•

attract and retain additional engineers and other highly-qualified personnel;

•

successfully develop and commercially market new products and services;

•

adapt to new or changing policies and spending priorities of governments and government agencies; and

•

access additional capital when required and on reasonable terms, including capital to refinance our substantial indebtedness.

If we fail to address these and other challenges, risks and uncertainties successfully, our business, results of operations and financial condition would be materially harmed.

We face competition from other firms, many of which have substantially greater resources.

The defense industry is highly competitive and generally characterized by intense competition to win contracts. Additionally, our markets are facing increasing industry consolidation, resulting in larger competitors who have more market share putting more downward pressure on prices and offering a more robust portfolio of products and services.

Our competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract performance, geographic presence, price and the availability of key professional personnel, including those with security clearances. Furthermore, many of our competitors may be able to use their substantially greater resources and economies of scale to develop competing products and technologies, manufacture in high volumes more efficiently, divert sales from us by winning broader contracts or hire away our employees by offering more lucrative compensation packages. Small business competitors may be able to offer more cost-competitive solutions, due to their lower overhead costs, and take advantage of small business incentive and set aside programs for which we are ineligible. Foreign competitors may also be able to offer more cost-competitive solutions as compared to our products and services. The markets in which our products and services are sold are expanding, and competition is intensifying as additional competitors enter such markets and current competitors expand their product lines. In order to secure contracts successfully when competing with larger, well-financed companies, we may need to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely affect our margins. In addition, larger diversified competitors serving as prime contractors may be able to supply underlying products and services

4014

competitors may be able to offer more cost-competitive solutions, due to their lower overhead costs, and take advantage of small business incentive and set aside programs for which we are ineligible. Foreign competitors may also be able to offer more cost-competitive solutions as compared to our products and services. The markets in which our products and services are sold are expanding, and competition is intensifying as additional competitors enter such markets and current competitors expand their product lines. In order to secure contracts successfully when competing with larger, well-financed companies, we may need to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely affect our margins. In addition, larger diversified competitors serving as prime contractors may be able to supply underlying products and services from affiliated entities, which would prevent us from competing for subcontracting opportunities on these contracts. Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect on our business, prospects, financial condition or operating results.

If the markets for our products do not grow as expected, if we cannot expand our customer base or if our products and services do not achieve broad acceptance, then we may not be able to achieve our anticipated level of growth.

We cannot accurately predict the future growth rates or sizes of the markets for our products and services. Demand for our products and services may not increase, or may decrease, either generally or in specific markets, for particular types of products and services or during particular time periods. Despite expanding our customer base to include international clients and non-military domestic agencies and making initial export breakthroughs, sustained increases in sales to international customers are not guaranteed. Historically, a large portion of our revenue has been with the U.S. Government. An increase of international sales of our product and services may not occur as anticipated. The expansion of the markets for our products in general, and the market for our products and services in particular, depends on several factors, including the following:

•

customer satisfaction with these types of systems as solutions;

•

the cost, performance and reliability of our products and products offered by our competitors;

•

customer perceptions regarding the effectiveness and value of these types of systems;

•

restrictions on our ability to market our products and services internationally due to U.S. Government laws and regulations;

•

securing necessary regulatory approvals, including access to airspace and wireless spectrum for our uncrewed systems; and

•

marketing efforts and publicity regarding these types of systems and services.

If we are unable to manage the increasing technological complexity of our business, or achieve or manage our expected growth, our business could be adversely affected.

The technological complexity of our business has increased significantly over the last several years. Our growth has placed, and our expected growth will continue to place, a strain on our management and our administrative, operational and financial infrastructure. We anticipate further growth of headcount and facilities will be required to address expansion in our product and service offerings and the geographic scope of our customer base. However, if we are unsuccessful in our efforts, our business could decline. Our success will depend in part upon the ability of our senior management to manage our increased complexity and expected growth effectively. To do so, we must continue to hire, train, manage and integrate a significant number of qualified managers and engineers, as well as an adequate support structure. If our new employees perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or retaining these or our existing employees, then our business may experience declines.

To support our expected growth, we must continue to improve our operational, financial and management information systems. If we are unable to manage our growth while maintaining our quality of service, or if new ~~systems that we implement to assist in managing our growth do not produce the expected benefits, then our business, prospects, financial condition or operating results could be adversely affected.~~

systems that we implement to assist in managing our growth do not produce the expected benefits, then our business, prospects, financial condition or operating results could be adversely affected.

Any efforts to expand our offerings beyond our current markets may not succeed, which could negatively impact our operating results.

The U.S. military represents our largest source of revenue. Our efforts to expand our product and service offerings beyond our traditional markets may divert management resources from existing operations and require us to commit significant financial resources to unproven businesses that may not generate additional sales, either of which could significantly impair our operating results.

The markets in which we compete are characterized by rapid technological change, requiring us to develop new products and product enhancements, and could render our existing products obsolete.

Continuing technological changes in the market for our products could make our products and services less competitive or obsolete, either generally or for particular applications. The length and severity of the cycles in the commercial and defense industries are difficult to predict. Our future success will depend upon our ability to develop and introduce a variety of new capabilities and enhancements to our existing product offerings, as well as introduce a variety of new product offerings to address the changing needs of the markets in which we offer our products. Delays in introducing new products and enhancements, the failure to choose correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive prices may cause existing and potential customers to purchase our competitors’ products.

If we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely basis, our products could lose market share, our revenue and profits could decline, and we could experience operating losses.

We expect to incur substantial R&D costs and devote significant resources to identifying and commercializing new products and services, which could significantly reduce our profitability and may never result in revenue.

Our future growth depends on penetrating new markets, adapting existing products to new applications, and introducing new products and services that achieve market acceptance. We have incurred, and expect to continue to incur, substantial R&D costs as part of our efforts to design, develop and commercialize new products and services and enhance existing products. We incurred $25.4 million and $13.0 million of expense, or 6% and 3% of our revenue, in our years ended December 31, 2025 and 2024, respectively, on internal R&D activities. We incurred $3.3 million and $9.5 million of expense, or 2% and 18% of our revenue, during the three months ended March 31, 2026 and 2025, respectively, on internal R&D activities. We believe that there are significant investment opportunities in a number of business areas and adjacent markets. Because we account for internal R&D as an operating expense, these expenditures will adversely affect our earnings in the future. Further, our R&D programs may not produce successful results, and our new products and services may not achieve market acceptance, create additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity.

Our international business poses potentially greater risks than our domestic business, particularly if we continue to expand outside of the United States.

International sales, both our direct sales and indirect sales to allied nations, are subject to a number of material risks, including the following:

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the unavailability of, or difficulties in obtaining any, necessary U.S. Governmental authorizations for the export of our products and services to certain foreign jurisdictions;

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regulatory requirements that may adversely affect our ability to sell certain products and services or repatriate profits to the United States;

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the complexity and necessity of using foreign third-party agents, representatives and consultants, and delays in and difficulty of conducting due diligence on and validating foreign third-party agents, representatives and consultants;

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the complexity of shipping our products internationally through multiple jurisdictions with varying legal requirements;

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difficulties in enforcing agreements and collecting receivables through foreign legal systems and other relevant legal issues, including fewer legal protections for intellectual property;

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potential fluctuations in foreign economies and in the value of foreign currencies and interest rates;

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potential preferences by prospective customers to purchase from local (non-U.S.) sources;

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general economic and political conditions in the geographic markets in which we operate;

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laws or regulations relating to non-U.S. military contracts that favor purchases from non-U.S. manufacturers over U.S. manufacturers;

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the imposition of in-country production and manufacturing requirements by international customers;

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the imposition of tariffs, embargoes, export controls and other trade restrictions; and

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different and changing legal and regulatory requirements, including those pertaining to anti-corruption, anti-boycott, data protection and privacy, employment law, intellectual property, contracts and tax in the jurisdictions in which we currently operate or may operate in the future.

Negative developments in any of these areas in one or more countries in which we operate could result in a reduction in demand for our products, the cancellation or delay of orders already placed, threats to our intellectual property, destabilization of performance, difficulty in collecting receivables and a higher cost of doing business, any of which could negatively impact our business, financial condition or results of operations. While we have adopted policies and procedures to facilitate compliance with laws and regulations applicable to our international operations and sales, our failure, or the failure by our employees or others working on our behalf, to comply with such laws and regulations may result in administrative, civil or criminal liabilities, including fines, suspension or debarment from government contracts or suspension of our export privileges. Moreover, our sales, including sales to customers outside the United States, substantially all are denominated in U.S. dollars, and downward fluctuations in the value of foreign currencies relative to the U.S. dollar may make our products more expensive than other products, which could harm our business.

Our products and services are complex and could have unknown defects or errors, which may give rise to claims against us, diminish our brand or divert our resources from other purposes.

Our products rely on complex engineering and the implementation of advanced technology. Despite extensive testing, our products have contained defects and errors and may in the future contain defects, errors or performance problems when first introduced, when new versions or enhancements are released, or even after these products have been used by our customers for a period of time. In addition, we often rely on subcontractors to manufacture some components that are embedded in our systems that may not operate as intended. These problems could result in expensive and time-consuming design modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, exposure to liability for damages, damaged customer relationships and harm to our reputation, any of which could materially harm our results of operations and our ability to achieve market acceptance. In addition, increased development and warranty costs could be substantial and could reduce our operating margins.

The existence of any defects, errors, or failures in our products or the misuse of our products could also lead to product liability claims or lawsuits against us. A defect, error or failure in one of our products could result in injury, death or property damage and significantly damage our reputation and support for our products in general.

Although we maintain insurance policies, we cannot be certain that this insurance will be adequate to protect us from all material judgments and expenses related to potential future claims or that these levels of insurance will be available in the future at economical prices or at all. A successful product liability claim could result in substantial cost to us. Even if we are fully insured as it relates to a claim, the claim could nevertheless diminish our brand and divert management’s attention and resources, which could have a negative impact on our business, prospects, financial condition and results of operations.

If critical components or raw materials used to manufacture our products or used in our development programs become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products and in completing our development programs, which could damage our business.

Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of high quality materials, components and subsystems, many of which are obtained from a select group of specialized suppliers, including some sole-source providers. We do not have long-term agreements with all suppliers that obligate them to continue to sell components, products required to build our systems or products to us. Our reliance on suppliers without long-term binding contracts involves significant risks and uncertainties, including whether our suppliers will provide an adequate supply of required components or products of sufficient quality, will increase prices for the components or products and will perform their obligations on a timely basis.

of specialized suppliers, including some sole-source providers. We do not have long-term agreements with all suppliers that obligate them to continue to sell components, products required to build our systems or products to us. Our reliance on suppliers without long-term binding contracts involves significant risks and uncertainties, including whether our suppliers will provide an adequate supply of required components or products of sufficient quality, will increase prices for the components or products and will perform their obligations on a timely basis.

If any of our supplier’s face capacity constraints, financial instability, or an unwillingness to provide raw materials or components to us, we may need to seek alternative suppliers or revise our designs, particularly because some of our components are sourced from foreign countries. Locating alternative sources may take significant time, and even then, we may encounter significant delays in manufacturing and shipping. Additionally, credit constraints among key suppliers could impact our cash flow. We have also experienced rising costs for components, shipping, tariffs, warehousing, and inventory. Our domestic suppliers have experienced increased demand for their products due to tariffs, which could impact the availability or price of our components. The permanence of these cost increases remains uncertain, and obtaining replacement components within our required time frames may prove challenging. Shortages could lead to excess inventory and potential obsolescence risks.

In addition, certain raw materials and components used in the manufacture of our products and in our development programs are periodically subject to supply shortages, and our business is subject to the risks of price increases and periodic delays in delivery. The prices for these raw materials fluctuate depending on market conditions and global demand for these materials. For example, due to the potential volatility of supply and increase in demand, lead times and prices for certain components, such as semiconductors and memory related microprocessors, may experience supply and price uncertainty. Particularly, the market for electronic components may experience increased demand and a global shortage of semiconductors, which may create substantial uncertainty regarding our suppliers’ continued production of key components for our products, and the supply for certain subcomponents and parts is impacting our Command, Control, Computing, Communications, Cyber and ISR business. As a result, shortages in components for our products and delays in obtaining components for our products could cause customers to terminate their contracts with us, delay orders from us or cause us to delay accepting orders, negatively impact our ability to win new programs and/or contracts, negatively impact and disrupt our development programs, increase our costs and could adversely affect our business, results of operations, prospects and financial condition.

Our products include a variety of components, motors, batteries, and other advanced components, that rely on rare earth metals for their manufacturing. This may require sourcing of these components and required materials from foreign entities. Any disruption in the supply of these metals could adversely affect our ability to produce and deliver our products. Factors that might lead to such disruptions include geopolitical tensions, trade restrictions, supply chain bottlenecks, and environmental regulations affecting mining operations. A limited supply or increased cost of rare earth metals could lead to higher production costs, delays in manufacturing schedules, and potential inability to meet customer demand, thereby impacting our revenue and growth plans. Managing these risks necessitates close monitoring of supply chains, diversification of suppliers, and the pursuit of alternative materials or technologies where possible.

~~Escalating~~18 restrictions between the U.S. and foreign countries contribute to supply chain complexities. For instance, in January 2025, China imposed sanctions on AEVEX in response to sales of military equipment by the U.S. Government to Taiwan. These sanctions by China’s Ministry of Commerce (MOFCOM) prohibit AEVEX from engaging in import or export activities related to China. In addition, China has subjected the Company to certain export- and import-related prohibitions and new investment bans by placing the Company on the “Unreliable Entity List” maintained by China’s Ministry of Commerce. Also, our Executive Chairman, Brian Raduenz, was one of 200 U.S. Nationals personally sanctioned by the Russian Ministry of Foreign Affairs in November 2022 and placed on its permanent “stop list”; these sanctions, which now encompass a larger number of U.S. officials, include a lifetime ban which prohibits him from entering Russia. While we have not experienced, and do not expect to experience, a material negative impact on our business as a result of any such sanctions and export restrictions, we cannot be certain that a material negative effect will not occur in the future

Escalating restrictions between the U.S. and foreign countries contribute to supply chain complexities. For instance, in January 2025, China imposed sanctions on AEVEX in response to sales of military equipment by the U.S. Government to Taiwan. These sanctions by China’s Ministry of Commerce (MOFCOM) prohibit AEVEX from engaging in import or export activities related to China. In addition, China has subjected the Company to certain export- and import-related prohibitions and new investment bans by placing the Company on the “Unreliable Entity List” maintained by China’s Ministry of Commerce. Also, our Executive Chairman, Brian Raduenz, was one of 200 U.S. Nationals personally sanctioned by the Russian Ministry of Foreign Affairs in November 2022 and placed on its permanent “stop list”; these sanctions, which now encompass a larger number of U.S. officials, include a lifetime ban which prohibits him from entering Russia. While we have not experienced, and do not expect to experience, a material negative impact on our business as a result of any such sanctions and export restrictions, we cannot be certain that a material negative effect will not occur in the future as a result of these sanctions and restrictions or future sanctions or restrictions that may be imposed on us. Some of our components sourced from foreign countries are at risk of sanctions and other trade restrictive actions, and any escalation in global trade tensions or trade restrictions may hinder our ability to obtain these components from new suppliers. Restrictions on semiconductor manufacturing equipment and raw materials could lead to higher material costs, material unavailability and transportation uncertainty.

Our earnings and profit margins may decrease based on the mix of our contracts and programs and other factors related to our contracts.

In general, we perform our work under multiple contract pricing structures including, including fixed-price type contracts and cost-plus-fee type contracts. Under fixed-price contracts, we deliver products or perform services under a contract at a stipulated price. Under cost-plus-fee contracts, which are subject to a contract ceiling amount, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance based. We typically experience lower profit margins under cost-plus-fee contracts than under fixed-price contracts, though fixed-price contracts involve higher risks. In general, if the volume of services we perform under cost-plus-fee contracts increases relative to the volume of services we perform under fixed-price contracts, we expect that our operating margin will decline. In addition, our earnings and margins may decrease depending on the costs we incur in contract performance, our achievement of other contract performance objectives and the stage of our performance at which our right to receive fees, particularly under incentive and award fee contracts, is finally determined.

We must recruit and retain highly-skilled employees to succeed in our competitive business.

We depend on our ability to recruit and retain employees who have advanced engineering and technical services skills and who work well with our customers. Historically, substantial competition for skilled personnel in our industry has existed. These employees are in great demand and are likely to remain a limited resource in the foreseeable future. Our ability to recruit and retain qualified, technical personnel, such as engineers, has been adversely impacted by the labor market. Increased restrictions on the import of foreign labor may also increase demand for engineering personnel and adversely impact our ability to hire and retain qualified personnel. If we are unable to recruit, train and retain a sufficient number of these employees, then our ability to maintain our competitiveness and grow our business could be negatively affected. In addition, because of the highly technical nature of our products, the loss of any significant number of our existing engineering personnel could have an adverse effect on our business and operating results. Moreover, some of our U.S. Government contracts contain provisions requiring us to staff a program with certain personnel the customer considers key to our successful performance under the contract. In the event we are unable to provide these key personnel or acceptable substitutes, the customer may terminate the contract. Certain of our programs also require staffing by employees who hold high-level security clearances, the market for which is extremely competitive and not limited to the aerospace & defense industry. We cannot predict the extent to which these shortages will continue or the extent to which they could negatively impact our development programs and results of operations in future periods.

~~Our~~19 ability to stay competitive within our markets may be dependent upon increasing manufacturing capacity to support anticipated growth and achieving cost reductions and projected economies of scale from increasing manufacturing quantities of our products. Failing to adequately increase production capacity and achieve such reductions in manufacturing costs and projected economies of scale could adversely affect our business.

~~acceptable~~Our ~~manufacturing~~ability ~~yield~~to ~~and~~stay ~~capitalizing~~competitive onwithin ~~machinery~~our ~~efficiencies.~~markets ~~Constraints in the global supply chain~~ may ~~impact~~be ~~our~~dependent ~~ability~~upon toincreasing ~~have~~manufacturing ~~reliable~~capacity ~~access~~ to ~~supplies~~support ~~that~~anticipated wegrowth ~~require~~and ~~or affect~~achieving ~~our ability to purchase such materials or components at~~ cost ~~effective~~reductions ~~prices.~~and ~~There~~projected iseconomies noof ~~assurance~~scale ~~that~~from weincreasing ~~will~~manufacturing bequantities inof aour ~~position~~products. Failing to ~~realize~~adequately ~~any~~increase ~~material,~~production ~~labor~~capacity and ~~machinery~~achieve ~~cost~~such reductions ~~associated~~in ~~with~~manufacturing ~~higher~~costs ~~purchasing power~~ and ~~higher production~~projected ~~levels.~~economies ~~Failure~~of toscale ~~achieve these cost reductions~~ could adversely ~~impact~~affect our business ~~and financial results~~.

Our future growth depends on increasing manufacturing capacity of our products, and our failure to adequately increase such capacity could have an adverse effect on our business and financial results. We do not know whether or when we will be able to develop efficient, low-cost manufacturing capabilities and processes that will enable us to manufacture (or contract for the manufacture of) our products in commercial quantities while meeting the volume, speed, quality, price, engineering, design and production standards required to successfully market our products. Our failure to develop such manufacturing processes and capabilities in locations that can efficiently service our clients and markets could have an adverse effect on our business, financial condition, results of operations and prospects. Our ability to remain competitive is, in part, dependent upon achieving increased savings from volume purchases of raw materials and component parts, achieving acceptable manufacturing yield and capitalizing on machinery efficiencies. Constraints in the global supply chain may impact our ability to have reliable access to supplies that we require or affect our ability to purchase such materials or components at cost effective prices. There is no assurance that we will be in a position to realize any material, labor and machinery cost reductions associated with higher purchasing power and higher production levels. Failure to achieve these cost reductions could adversely impact our business and financial results.

There are difficult issues to navigate in the development and use of AI, which may result in reputational harm or liability, and failure to introduce new and innovative products that have AI capabilities could put us at a competitive disadvantage.

We currently incorporate machine learning and AI capabilities into certain of our products and solutions and may seek to expand the use of AI in our offerings in the future. As with many innovations, AI presents risks, challenges, and unintended consequences that could affect our business. AI algorithms and training methodologies may be flawed and the outputs of AI tools may produce inaccurate results or hallucinations. The algorithms and models utilized in AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios or to render explainable outputs. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. Further, incorporating AI could give rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI is an emerging technology for which the legal and regulatory landscape is not fully developed (including potential liability for infringing intellectual property or violating privacy rights or laws). While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings.

Additionally, leveraging AI capabilities to potentially improve internal functions and operations presents further risks and challenges. The use of AI to support business operations carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary, sensitive or export-controlled information, potential intellectual property infringement from the use of data to train AI tools or from outputs generated by AI tools, as well as challenges related to implementing and maintaining AI tools. Additionally, our competitors might move faster than us to gain efficiencies by incorporating AI into their design and development processes, and our products and/or cost structure could become less competitive as a result. The rapid evolution of AI will require the application of resources by us to develop, test and maintain our products, services and operations to help ensure that AI is implemented ethically in order to minimize unintended, harmful impact.

Furthermore, there are risks associated with the fact that the platforms providing AI models are in many cases owned and operated by emerging companies with less contractual and compliance sophistication. These factors may undermine our ability to effectively utilize AI and our competitors may be faster or more successful than we are in incorporating AI and other disruptive technology into their offerings, which would impair our ability to compete successfully.

~~Our~~20 ~~leases may be terminated or we may be unable to renew our leases on acceptable terms and if we wish to relocate, we may incur additional costs if we terminate a lease.~~

~~also~~Our ~~have~~leases tomay ~~obtain~~be ~~facility~~terminated ~~security~~or ~~clearances for the new facility in order to continue to perform on classified contracts. Further,~~ we may ~~not~~ be ~~able to secure a replacement facility in a location that is as commercially viable as that of the lease we are~~ unable to renew, due to contracts that may require us to have facilities in certain locations. Having to close a facility, even briefly to relocate, would reduce the sales that such facility would be able to contribute to our ~~revenues.~~leases ~~Additionally,~~on aacceptable ~~relocated~~terms ~~facility may generate less revenue~~ and ~~profit,~~ if ~~any,~~we ~~than~~wish ~~the facility it was established~~ to ~~replace. Many of our facilities are located on leased premises subject to non-cancellable leases. Typically~~relocate, our leases have initial terms ranging from two to five years, with options to renew for specified periods of time. We believe that our future leases will likely also be long-term and non-cancellable and have similar renewal options. If we ~~close~~may orincur ~~stop~~additional ~~fully~~costs ~~utilizing~~if ~~a facility,~~ we will most likely remain obligated to perform under the applicable lease, which would include, among other things, making the base rent payments, and paying insurance, taxes and other expenses on the leased property for the remainder of the lease term. Our inability to terminate a lease ~~when we stop fully utilizing a facility could adversely impact our business, results of operations, prospects and financial condition~~.

We have made significant capital expenditures to improve several of our leased facilities in order to make them suitable for our purposes as well as to meet requirements that we are subject to as a U.S. Government contractor and to obtain facility security clearances. However, at the end of the lease term and during any renewal period for a facility, we may be unable to renew our leases without substantial additional cost, if at all. If we are unable to renew our facility leases, we may close or relocate a facility, which could subject us to construction and other costs and risks, which in turn could have an adverse effect on our business, results of operations, prospects and financial condition, including significant capital expenses that may materially impact our results of operations and our ability to meet certain contractual schedule commitments. Additionally, we may have to seek qualification of any new facilities in order to meet customer or contractual requirements. We would also have to obtain facility security clearances for the new facility in order to continue to perform on classified contracts. Further, we may not be able to secure a replacement facility in a location that is as commercially viable as that of the lease we are unable to renew, due to contracts that may require us to have facilities in certain locations. Having to close a facility, even briefly to relocate, would reduce the sales that such facility would be able to contribute to our revenues. Additionally, a relocated facility may generate less revenue and profit, if any, than the facility it was established to replace. Many of our facilities are located on leased premises subject to non-cancellable leases. Typically, our leases have initial terms ranging from two to five years, with options to renew for specified periods of time. We believe that our future leases will likely also be long-term and non-cancellable and have similar renewal options. If we close or stop fully utilizing a facility, we will most likely remain obligated to perform under the applicable lease, which would include, among other things, making the base rent payments, and paying insurance, taxes and other expenses on the leased property for the remainder of the lease term. Our inability to terminate a lease when we stop fully utilizing a facility could adversely impact our business, results of operations, prospects and financial condition.

Earnings and cash flows can be impacted by changes in tax laws.

As a U.S.-based company with foreign business interests, we are subject to income tax in the U.S. and numerous jurisdictions outside the U.S. The relevant tax rules and regulations are complex, often changing and, in some cases, are interdependent. If these or other tax rules and regulations should change, our earnings and cash flows could be negatively impacted. Our worldwide provision for income taxes is determined, in part, through the use of significant estimates and judgments. Numerous transactions arise in the ordinary course of business where the ultimate tax determination is uncertain. We undergo tax examinations by tax authorities on a regular basis. While we believe our estimates of our tax obligations are reasonable, the final outcome after the conclusion of any tax examinations and any litigation could be materially different from what has been reflected in our historical financial statements. Also, due to the U.S. Internal Revenue Service tax capitalization rules, Section 174, which requires R&D expenditures to be capitalized and amortized over a 5-year period for tax purposes, we expect an increase in cash paid for U.S. federal income taxes in future fiscal years relative to prior periods. The One Big Beautiful Bill Act features several tax reforms including suspending the capitalization and amortization of domestic R&D expenditures for amounts paid or incurred in tax years beginning after December 31, 2024, and before January 1, 2030.

Changes in trade policies, including the recently-announced tariff regime, could cause adverse impacts to our business.

In the first half of 2025, we observed a significant shift in U.S. trade policy, with increased tariffs and the imposition of significant new tariffs that could have an adverse impact our supply chain and business operation. Changes in trade policies, such as new tariffs or increases in tariffs, or reactionary measures including retaliatory tariffs, legal challenges, or currency manipulation, could have an adverse effect on our business.

Additionally, retaliatory measures, or prolonged uncertainty in trade relationships could result in supply chain disruptions, delayed shipments, or increased operational complexity, which could also adversely affect our business, results of operations and cash flows. While we intend to take steps to mitigate any impacts of tariffs or other impacts resulting from changes in trade policy, our ability to do so may be limited by operational and supply chain constraints, especially in the short term.

We use estimates in accounting for many of our programs and changes in our estimates could adversely affect our future financial results.

Contract accounting requires judgments relative to assessing risks, including risks associated with estimating contract transaction prices and costs, definitization of certain contract prices, assumptions for schedule and technical issues, customer-directed delays and reductions in scheduled deliveries, and unfavorable resolutions of claims and contractual matters. Due to the size and nature of many of our contracts, the estimation of total costs at completion is complicated and subject to many variables. For example, we must make assumptions regarding the length of time to complete the contract because costs also include expected increases in wages and prices for materials; and consider incentives or penalties related to performance on contracts and include them in the variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. Because of the significance of the judgments and estimation processes described above, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect our future results of operations and financial condition.

to complete the contract because costs also include expected increases in wages and prices for materials; and consider incentives or penalties related to performance on contracts and include them in the variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. Because of the significance of the judgments and estimation processes described above, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect our future results of operations and financial condition.

Cost overruns on our contracts could subject us to losses, decrease our operating margins and adversely affect our future business.

If we fail to anticipate technical problems, estimate costs accurately or control costs during our performance of fixed-price contracts, then we may incur losses on these contracts because we absorb any costs in excess of the fixed price. Under cost-plus-fee contracts, if costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, then we may not be able to obtain reimbursement for all such costs. Under time and materials contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses. Because many of our contracts involve advanced designs and innovative technologies, we may experience unforeseen technological difficulties and cost overruns. Under each type of contract, if we are unable to control the costs we incur in performing under the contract, then our financial condition and results of operations could be adversely affected. Cost overruns also may adversely affect our ability to sustain existing programs and obtain future contract awards.

We have undergone, and may continue to experience, changes to our executive leadership team and senior management, and if we are unable to integrate new members of our executive leadership team or senior management, or if we fail to retain members of our executive leadership team and senior management, our business and operations may be adversely affected.

Our success is substantially dependent on the continued service of certain members of our senior management, including Roger Wells, our Chief Executive Officer. Our executives have been primarily responsible for determining the strategic direction of our business and for executing our growth strategy and are integral to our brand, culture and the reputation we enjoy with suppliers, distributors and customers. The loss of the services of any of these executives could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause the price of our common stock to decline.

From time to time, there may be changes in our executive leadership team and senior management as a result of the hiring, departure or realignment of key personnel, and such changes may impact our business. Any significant leadership change or senior management transition involves inherent risk and any failure to ensure the timely and suitable replacement and a smooth transition could hinder our strategic planning, business execution and future performance. In particular, these or any future leadership transitions may result in a loss of personnel with deep institutional or technical knowledge and changes in business strategy or objectives and have the potential to disrupt our operations and relationships with employees and customers due to added costs, operational inefficiencies, changes in strategy, decreased employee morale and productivity and increased turnover. If we are unable to successfully integrate new executive leadership team members and senior management, our operations may be adversely affected and we may not be able to achieve our operating objectives.

Our Executive Chairman, senior management and key employees are important to our customer relationships and overall business.

We believe that our success depends in part on the continued contributions of our senior management and key employees, including our founder and Executive Chairman, Mr. Raduenz, and our Chief Executive Officer, Mr. Wells. We rely on our Executive Chairman, executive officers, senior management and key employees to generate business and execute programs successfully. In addition, the relationships and reputation that members of our management team and key employees have established and maintain with government defense personnel contribute to our ability to maintain good customer relations and to identify new business opportunities. The loss of any of our continuing executive officers, Executive Chairman, members of our senior management team or key employees could significantly delay or prevent the achievement of our business objectives and could materially harm our business and customer relationships and impair our ability to identify and secure new contracts and otherwise manage our business.

contribute to our ability to maintain good customer relations and to identify new business opportunities. The loss of any of our continuing executive officers, Executive Chairman, members of our senior management team or key employees could significantly delay or prevent the achievement of our business objectives and could materially harm our business and customer relationships and impair our ability to identify and secure new contracts and otherwise manage our business.

We face significant risks in the management of our inventory, and failure to effectively manage our inventory levels may result in supply imbalances that could harm our business.

We maintain a variety of parts and components in inventory to allow us to produce and customize our products for specific customer requirements, which parts are potentially subject to obsolescence and expiration. Due to the long-lead time for obtaining certain product components, including in response to procurement issues caused by shortages in the supply chain for such components, and the manufacturing cycles, we need to make forecasts of demand and commit significant resources towards manufacturing our products. As such, we are subject to risks in managing the inventory needs of our business during the year, including estimating the appropriate demand for our products. Should design changes be required in our products, we may be adversely affected. Should orders and market conditions differ significantly from our estimates, our future results of operations could be adversely affected. In the future, we may be required to record write-downs of finished products and materials on-hand and/or additional charges for excess purchase commitments as a result of future changes in our sales forecasts or customer orders. We may hold material amounts of inventory at third parties which are subject to separate management processes. Additionally, our failure to manage inventory effectively, including in response to the effects of shortages of our components, could expose us to losses.

Additionally, shortages of components may result in increased inventory of unfinished products and significant quantities of other unused components remaining in inventory, which could expose us to increased risks of obsolescence and losses which may not be covered by insurance.

Shortfalls in available external R&D funding could adversely affect us.

We depend on our R&D activities to develop the core technologies used in our products and for the development of our future products. A portion of our R&D activities depends on funding from the U.S. Government. U.S. Government spending levels can be impacted by a number of variables, including budgeting policies and changes in government oversight, general economic conditions and competition for U.S. Government funding with other U.S. Government-sponsored programs in the budget formulation and appropriation processes. To the extent that these external sources of funding are reduced or eliminated, company funding for R&D could be reduced. Any reductions in available R&D funding could harm our business, financial condition and operating results.

policies and changes in government oversight, general economic conditions and competition for U.S. Government funding with other U.S. Government-sponsored programs in the budget formulation and appropriation processes. To the extent that these external sources of funding are reduced or eliminated, company funding for R&D could be reduced. Any reductions in available R&D funding could harm our business, financial condition and operating results.

Technological failures or cybersecurity breaches or other unauthorized access to our, our customers’ and/or our suppliers’ information and systems could negatively impact our business.

We utilize and depend on (i) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers and (ii) facility security systems, owned by us or our third-party vendors or suppliers to process, transmit and store electronic information. Our operations rely on the proper functioning of information technology systems and infrastructure, including both systems and infrastructure that we operate for ourselves and systems or infrastructure that we license, lease or purchase from third-parties, to process, transmit, store and protect electronic information, including sensitive and proprietary information. These systems could fail or be interrupted due to conditions beyond our control, including security incidents, cyber-attacks and agreement terminations with third-party service providers. A failure of or interruption to our systems could disrupt our business operations, result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information, compromise certain information of customers, employees, suppliers or others, jeopardize the security of our facilities or affect the performance of our products and services.

49We face various ongoing security threats to the confidentiality, integrity and availability of our information technology infrastructure and the information processed, transmitted, stored and protected thereon and thereby, including cyber security attacks on our information technology infrastructure, which may include attempts to gain access to our proprietary, financial, banking or classified information, disrupt use of our systems or otherwise compromise the integrity of our operations. Our intellectual property, trade secrets, and confidential business information are stored in electronic formats that could be leaked to competitors or the public due to cybersecurity incidents if they occur, which may result in the loss of our competitive advantages and market share. The threats we face vary from those common to most industries, such as malware (including ransomware), to attacks by more advanced and persistent, highly organized adversaries, including nation state actors, which target us for the national security information in our possession, for our role in developing advanced technological systems or with the goal of committing fraudulent activity. Third parties, including activist, criminal, nation-state or terrorist actors, may attempt to fraudulently induce us or our personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. Our customers, suppliers and subcontractors are likewise targeted, while to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. We expect such attacks to continue and attack methods continue to evolve. Some cyberattacks depend on human error or manipulation, including phishing attacks or schemes that use social engineering or AI to gain access to systems or carry out disbursement of funds or other frauds. Developments in AI and machine learning provide threat actors with the capability to use more sophisticated means to attack our systems and may exacerbate cybersecurity risk. Although we have implemented a variety of security measures, including multiple procedures and controls to monitor and mitigate these threats, there can be no assurance that these measures or that the measures of our third-party vendors will be sufficient or effective to prevent current or future security threats, physical or cyber access or system disruptions, including the unauthorized release of confidential technical, financial or banking information or corruption of data. For example, we may have limited insight into the data privacy or cybersecurity practices of third-party service providers and vendors. Even if our own security measures remain intact, cyber-attacks, data breaches, security incidents, malicious internet-based activities or other incidents or failures at one of our third-party service providers or our vendors could compromise our systems and data. Further, in such a circumstance, we may not receive timely notice of, or sufficient information about, the breach or other incident or failure, or be able to exert any meaningful control of or influence over how and when the breach or other incident or failure is addressed. Accordingly, any significant

~~We face various ongoing security threats to the confidentiality, integrity and availability~~ of our information technology infrastructure and the information processed, transmitted, stored and protected thereon and thereby, including cyber security attacks on our information technology infrastructure, which may include attempts to gain access to our proprietary, financial, banking or classified information, disrupt use of our systems or otherwise compromise the integrity of our operations. Our intellectual property, trade secrets, and confidential business information are stored in electronic formats that could be leaked to competitors or the public due to cybersecurity incidents if they occur, which may result in the loss of our competitive advantages and market share. The threats we face vary from those common to most industries, such as malware (including ransomware), to attacks by more advanced and persistent, highly organized adversaries, including nation state actors, which target us for the national security information in our possession, for our role in developing advanced technological systems or with the goal of committing fraudulent activity. Third parties, including activist, criminal, nation-state or terrorist actors, may attempt to fraudulently induce us or our personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. Our customers, suppliers and subcontractors are likewise targeted, while to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. We expect such attacks to continue and attack methods continue to evolve. Some cyberattacks depend on human error or manipulation, including phishing attacks or schemes that use social engineering or AI to gain access to systems or carry out disbursement of funds or other frauds. Developments in AI and machine learning provide threat actors with the capability to use more sophisticated means to attack our systems and may exacerbate cybersecurity risk. Although we have implemented a variety of security measures, including multiple procedures and controls to monitor and mitigate these threats, there can be no assurance that these measures or that the measures of our third-party vendors will be sufficient or effective to prevent current or future security threats, physical or cyber access or system disruptions, including the unauthorized release of confidential technical, financial or banking information or corruption of data. For example, we may have limited insight into the data privacy or cybersecurity practices of third-party service providers and vendors. Even if our own security measures remain intact, cyber-attacks, data breaches, security incidents, malicious internet-based activities or other incidents or failures at one of our third-party service providers or our vendors could compromise our systems and data. Further, in such a circumstance, we may not receive timely notice of, or sufficient information about, the breach or other incident or failure, or be able to exert any meaningful control of or influence over how and when the breach or other incident or failure is addressed. Accordingly, any significant operational delays, or any destruction, manipulation or improper use of our data, information systems or networks could adversely affect our financial results and damage our reputation with customers, suppliers and stockholders, and the reputation of our products and services. Further, the costs of mitigating cybersecurity risks may be significant, including, but not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures. Moreover, the mere perception of a security breach involving us or any part of the broader aerospace industry, whether or not true, could also damage our business, operations or reputation.

The occurrence of some of these risks may be increased due to the increase in remote working by our employees, suppliers, contractors and other third parties. The impact of cyber-attacks cannot be predicted due to the constantly evolving nature and complexity of such incidents. If we or our partners are subject to data security breaches, whether cyber or due to a failure in physical security protocols, we may lose existing sales and new business opportunities, see increased costs arising from remediation of the breach and the restoration or implementation of additional security measures, be subject to regulatory investigations or enforcement actions and litigation (such as class actions), including fines and penalties, and face increased insurance or audit requirements in our third-party contracts, any of which could materially and adversely affect our business and financial results. Additionally, expenses resulting from cyber security attacks and other security risks may not be fully insured or otherwise mitigated, which could harm our financial results.

Threat actors, nation-states and nation-state supported actors now engage, and are expected to continue to engage, in cyber-attacks, including for geopolitical reasons and in connection with military conflicts and operations. During times of war and other major conflicts, we and our third-party vendors or suppliers may be vulnerable to heightened risk of these attacks. Our systems, networks and physical facilities could be breached, or confidential or personal information could otherwise be compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce our employees or our customers to disclose information or usernames and/or passwords. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks and/or physical facilities utilized by our third-party service providers and vendors. If a compromise of data were to occur, we may become liable under our contracts with other parties and under applicable law for damages, incur penalties and be responsible for other costs to respond to such an incident.

operations. During times of war and other major conflicts, we and our third-party vendors or suppliers may be vulnerable to heightened risk of these attacks. Our systems, networks and physical facilities could be breached, or confidential or personal information could otherwise be compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce our employees or our customers to disclose information or usernames and/or passwords. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks and/or physical facilities utilized by our third-party service providers and vendors. If a compromise of data were to occur, we may become liable under our contracts with other parties and under applicable law for damages, incur penalties and be responsible for other costs to respond to such an incident.

From time to time, we may also implement new information technology systems or replace and/or upgrade our current information technology systems. These upgrades or replacements may not improve our productivity to the levels anticipated and may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks of delays or difficulties in transitioning to new systems or of integrating new systems into other existing systems.

Our employees or others acting on our behalf may engage in misconduct or other improper activities, which could cause us to lose contracts or cause us to incur costs.

We are exposed to the risk that employee fraud or other misconduct from our employees or others acting on our behalf could occur. Misconduct by employees or others could include intentional failures to comply with our policies or procedures or with federal, state or local government procurement regulations, regulations regarding the use and safeguarding of classified or other protected information, legislation regarding the pricing of labor and other costs in government contracts, laws and regulations relating to environmental, health or safety matters, bribery of foreign government officials, import-export control, lobbying or similar activity and any other applicable laws or regulations. Misconduct by our employees or others acting on our behalf could also involve the improper use or disclosure of sensitive or classified information, which could result in claims, remediation costs, regulatory investigations or sanctions against us, corruption of disruption of our systems or those of our customers, impairment of our ability to provide services to our customers, loss of current and future contracts, indemnity obligations, serious harm to our reputation and other potential liabilities. We may also be subject to claims of or relating to wrongful termination, violation of employment rights related to employment screening or privacy issues; misclassification of workers as employees or independent contractors; violation of wage and hour requirements and other labor laws; employment of undocumented noncitizens; criminal activity; torts; breach of contract; failure to protect confidential personal information; intentional criminal misconduct; misuse or misappropriation of client intellectual property; employee benefits; or other claims. It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses, which could cause us to lose contracts or cause a reduction in revenues. In addition, alleged or actual misconduct by employees or others acting on our behalf could result in investigations or prosecutions of persons engaged in the subject activities, which could result in unanticipated consequences or expenses and management distraction for us regardless of whether we are alleged to have any responsibility.

indemnity obligations, serious harm to our reputation and other potential liabilities. We may also be subject to claims of or relating to wrongful termination, violation of employment rights related to employment screening or privacy issues; misclassification of workers as employees or independent contractors; violation of wage and hour requirements and other labor laws; employment of undocumented noncitizens; criminal activity; torts; breach of contract; failure to protect confidential personal information; intentional criminal misconduct; misuse or misappropriation of client intellectual property; employee benefits; or other claims. It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses, which could cause us to lose contracts or cause a reduction in revenues. In addition, alleged or actual misconduct by employees or others acting on our behalf could result in investigations or prosecutions of persons engaged in the subject activities, which could result in unanticipated consequences or expenses and management distraction for us regardless of whether we are alleged to have any responsibility.

We may in the future experience such misconduct, despite our various compliance programs. Misconduct or improper actions by our employees, agents, subcontractors, suppliers, business partners and/or joint ventures could subject us to administrative, civil or criminal investigations and enforcement actions; monetary and non-monetary penalties; liabilities; and the loss of privileges and other sanctions, including suspension and debarment, which could negatively impact our reputation and ability to conduct business and could have an adverse effect on our financial position, results of operations and/or cash flows.

Our work for the U.S. Government and international governments may expose us to increased security risks.

As a government contractor, given the enhanced sensitivity of the information to which we have access and the nature of our products and services, we are at increased risk of being targeted for cyber and other security attacks, including threats to the physical security of our facilities and employees. In addition, we work in international locations where there are high security risks, which could result in harm to our employees, contractors, and remote assets, and substantial protection or recovery costs. Some of our services are performed in or adjacent to high-risk locations where the country or location is experiencing political, social or economic issues, or war or civil unrest. In those locations where we have employees or operations, we may incur substantial costs to maintain the safety of our personnel, our remote assets and our information. As such international locations and the risks associated with them change rapidly, such precautions may be insufficient to avoid such risks including possible possession of our remote assets and related access to our intellectual property by unintended third parties and the possible loss of our personnel in these locations, which could harm our business and operating results.

attacks, including threats to the physical security of our facilities and employees. In addition, we work in international locations where there are high security risks, which could result in harm to our employees, contractors, and remote assets, and substantial protection or recovery costs. Some of our services are performed in or adjacent to high-risk locations where the country or location is experiencing political, social or economic issues, or war or civil unrest. In those locations where we have employees or operations, we may incur substantial costs to maintain the safety of our personnel, our remote assets and our information. As such international locations and the risks associated with them change rapidly, such precautions may be insufficient to avoid such risks including possible possession of our remote assets and related access to our intellectual property by unintended third parties and the possible loss of our personnel in these locations, which could harm our business and operating results.

Our cash may be subject to a risk of loss, and we may be exposed to fluctuations in the market values of our portfolio investments and in interest rates.

Our assets include a significant amount of cash and investments. Nearly all of our cash and bank deposits are not insured by the Federal Deposit Insurance Corporation. Therefore, our cash and any bank deposits that we now hold or may acquire in the future may be subject to risks, including the risk of loss or of reduced value or liquidity.

Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.

Global credit and financial markets have experienced extreme disruptions in recent years, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability and a potential recession. There can be no assurance that renewed deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, costlier and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have an adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon implementing business initiatives. These events and the continuing market upheavals could adversely affect our business in a number of ways, including:

markets deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, costlier and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have an adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon implementing business initiatives. These events and the continuing market upheavals could adversely affect our business in a number of ways, including:

Potential Deferment of Purchases and Orders by Customers: Uncertainty about current and future global economic conditions may cause governments, including the U.S. Government, which is our largest customer, other customers and businesses to modify, defer or cancel purchases in response to tighter credit, decreased cash availability and declining consumer confidence. Accordingly, future demand for our products could differ materially from our current expectations. Additionally, if customers are not successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products may adversely affect our earnings and cash flow.

Negative Impact from Increased Financial Pressures on Key Suppliers: Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. If certain key suppliers were to become capacity constrained or insolvent as a result of a market downturn or disruption, then we may have to find new suppliers, which can result in significant delays in manufacturing and shipping our products to customers and additional costs. See “—If critical components or raw materials used to manufacture our products or used in our development programs become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products and in completing our development programs, which could damage our business,” for more detail on risks related to our supply chain.

Customers’ Inability to Obtain Financing to Make Purchases from Us and/or Maintain Their Business: Some of our customers may require substantial financing in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit to finance purchases of our products or services, or otherwise meet their payment obligations to us could adversely impact our financial condition and results of operations. In addition, if a market downturn results in insolvencies for our customers, it could adversely impact our financial condition and results of operations.

Acquisitions could be difficult to integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and impair our financial results.

From time to time we make equity or asset acquisitions and investments in companies and technology ventures. Such acquisitions generally are intended to achieve various strategic initiatives including the expansion of our product or service offerings, technical capabilities or customer base. These acquisitions involve numerous risks, any of which could harm our business, including the following:

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our pre-acquisition due diligence may fail to identify material risks or we may fail to accurately estimate the commercial and technical value of the acquired assets;

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difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the companies we acquire and realizing the anticipated synergies of the combined businesses;

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maintaining existing agreements with customers, suppliers, distributors and vendors, avoiding delays in entering into new agreements with prospective customers, suppliers, distributors and vendors, and leveraging relationships with such third parties for the benefit of the post-acquisition combined company;

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diversion of financial and management resources from existing operations;

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the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

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risks of entering new markets in which we have limited or no experience;

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the technologies acquired may not prove to be leading technologies in our markets, may be less mature or less relevant than anticipated, may not have adequate intellectual property rights protection or may infringe proprietary rights of others;

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the complexities of managing a workforce under foreign labor and employment law and related organizational requirements;

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potential loss of key employees, customers and strategic alliances from either our current business or the acquired company’s business;

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assumption of unanticipated problems or latent liabilities, such as problems with the quality of the acquired company’s products or its regulatory compliance, including compliance related to U.S. Government contracts; and

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expanded regulatory compliance complexity and risk, including compliance with regulations of foreign jurisdictions.

Acquisitions also frequently result in the recording of goodwill and other intangible assets that are subject to potential impairments in the future that could harm our financial results. In addition, if we finance acquisitions by issuing equity, or securities convertible into equity, then our existing stockholders may be diluted, which could lower the market price of our common stock. Further, as lock-up and other restrictions on such consideration shares lapse, we could experience heightened trading activity that could disrupt the market price for our common stock. If we finance acquisitions through debt, then such future debt financing may contain covenants or other provisions that limit our operational or financial flexibility and represent default risk if we are unable to maintain certain financial performance metrics while the debt remains outstanding.

It is possible that following an acquisition, the integration process could result in the loss of key employees, the loss of customers, the disruption of either or both of our and the acquired company’s ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues including the integration of IT systems, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. In addition, the actual integration may result in additional and unforeseen expenses. If we are not able to adequately address integration challenges, we may be unable to successfully integrate operations, and the anticipated benefits of the acquisition may not be realized.

In addition, we must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. If we are not able to successfully achieve these objectives, the anticipated synergies and other benefits of the acquisition may not be realized fully, or at all, or may take longer to realize than expected. Additionally, we may inherit from acquired companies legal, regulatory, and other risks that occurred prior to the acquisition, whether known or unknown to us, which may be material.

Actual growth, cost and capital expenditure synergies and other cost savings, if achieved, may be lower than what we expect and may take longer to achieve than anticipated. Moreover, at times the attention of the management and resources may be focused on the business integration and diverted from day-to-day business operations or other opportunities that may have been beneficial to us, which may disrupt our ongoing business.

If we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.

Our financial results of operations could be affected by impairment of our goodwill or other intangible assets.

Goodwill and other intangible assets that have indefinite useful lives must be evaluated at least annually for impairment. The specific guidance for testing goodwill and other non-amortized intangible assets for impairment requires management to make certain estimates and assumptions when determining the fair value of reporting unit net assets and liabilities, including, among other things, an assessment of market conditions, projected cash flows, investment rates, cost of capital and growth rates, which could significantly impact the reported value of goodwill and other intangible assets. Changes in our estimates and assumptions could impact projected cash flows and the fair value of reporting units. Fair value is generally determined using a combination of the discounted cashflow, market multiple and market capitalization valuation approaches. Absent any impairment indicators, we generally perform our evaluations annually in the fourth quarter, using available forecast information.

Fair value determinations utilized in the quantitative goodwill impairment test require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. Estimated future annual net cash flows based in part upon our ability to obtain contracts from the DoW and foreign allied nations and negotiate the estimated pricing are considered the most significant, sensitive assumptions. Actual results can be materially different from the estimates and assumptions. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, income tax rates, or inflation, change, or if management’s expectations or plans otherwise change, including updates to long-term operating plans, then we could recognize future impairment charges, the amount of which could be material.

We have identified material weaknesses in our internal control over financial reporting. If we do not successfully remediate these material weaknesses, or if we identify additional material weaknesses in the future, our ability to accurately report our financial results and comply with our reporting obligations could be adversely affected, which may negatively impact investor confidence and the value of our securities.

In connection with the preparation of our consolidated financial statements as of December 31, 2024, we identified material weaknesses in our internal control over financial reporting, which remain unremediated as of ~~December~~March 31, ~~2025~~2026. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We did not design and maintain an effective control environment as we lacked a sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience commensurate with our financial reporting requirements. The limited personnel resulted in our inability to consistently establish appropriate authorities and responsibilities to support of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. Further, due to rapid business growth, the design and implementation of controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting. These material weaknesses contributed to the following additional material weaknesses: We did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations and journal entries, and control activities related to all significant accounts and disclosures. These material weaknesses resulted in audit adjustments to substantially all account balances, certain of which were material.

In addition to the foregoing, we did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements, specifically, with respect to: (i) program change management controls for financial systems to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in a misstatement to the financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.

~~Additionally,~~29 these above material weaknesses could result in misstatements of substantially all account balances and disclosures that would result in a material misstatement to our financial statements that would not be prevented or detected.

~~accurate~~that IT program and data changes affecting financial ~~reporting;~~IT ~~(iv) designing~~applications and ~~implementing~~underlying ~~training~~accounting ~~procedures~~records ~~within~~are ~~the~~identified, ~~Company’s~~tested, ~~accounting~~authorized, and ~~finance~~implemented ~~functions~~appropriately; (ii) user access controls to ~~enhance~~ensure ~~knowledge~~appropriate segregation of duties and ~~understanding~~that ~~of internal~~adequately ~~control~~restrict ~~over~~user and privileged access to financial ~~reporting;~~applications, programs, and data to appropriate company personnel; (viii) ~~developing~~computer aoperations ~~detailed~~controls ~~remediation~~to ~~plan~~ensure ~~which~~that ~~includes~~critical ~~activities~~batch ~~related~~jobs toare ~~creating~~monitored and ~~maintaining~~data ~~formal~~backups ~~accounting~~are ~~policies,~~authorized ~~procedures~~and monitored; and (iv) testing and approval controls for program development to ~~achieve~~ensure ~~complete,~~that ~~accurate~~new ~~and~~software ~~timely financial~~development ~~accounting,~~is ~~reporting~~aligned with business and ~~disclosures;~~IT ~~designing~~requirements. ~~and~~These ~~implementing~~IT ~~controls~~deficiencies ~~related~~did not result in a misstatement to the ~~preparation~~financial ~~and~~statements; ~~review~~however, ofthe ~~journal~~deficiencies, ~~entries~~when ~~and~~aggregated, ~~account~~could ~~reconciliations~~impact tomaintaining ~~ensure~~effective ~~proper~~ segregation of duties;, ~~and~~as ~~information~~well ~~technology~~as ~~general controls~~the ~~for~~effectiveness ~~all~~of ~~relevant~~IT-dependent ~~information~~controls ~~systems,~~(such ~~including~~as automated controls ~~over~~that ~~program~~address ~~change~~the ~~management~~risk of material misstatement to one or more assertions, along with the ~~review,~~IT ~~approval~~controls and ~~update~~underlying ofdata ~~user~~that ~~access~~support ~~rights~~the effectiveness of system-generated data and ~~privileges,~~reports) ~~controls~~that ~~over~~could ~~batch~~result ~~jobs~~in misstatements potentially impacting all financial statement accounts and ~~data~~disclosures ~~backups~~that would not be prevented or detected. Accordingly, ~~and~~management ~~program~~has ~~development~~determined ~~approvals~~these ~~and testing~~deficiencies ~~for~~in ~~new~~the ~~systems~~aggregate constitute a material weakness.

~~As a public company~~Additionally, ~~the~~these ~~Company~~above ~~will~~material beweaknesses could ~~required,~~result ~~pursuant~~in tomisstatements ~~Section 404~~ of ~~the~~substantially ~~Sarbanes-Oxley~~all ~~Act,~~account ~~to furnish~~balances aand ~~report~~disclosures bythat ~~management~~would ~~on,~~result ~~among other things, the effectiveness of its internal control over financial reporting~~ in ~~our~~a ~~future~~material ~~annual~~misstatement ~~reports on Form 10-K~~ to ~~be filed with the SEC beginning with the second annual report following~~ our ~~initial~~financial ~~public~~statements ~~offering.~~that ~~Failure~~would tonot ~~comply~~be ~~with~~prevented ~~the Sarbanes-Oxley Act could potentially subject us to sanctions~~ or ~~investigations by the SEC, or other regulatory authorities, which would require additional financial and management resources~~detected.

We have begun, and are continuing, to take steps intended to remediate these material weaknesses and to strengthen our internal control over financial reporting. These actions include, among other things, (i) hiring additional personnel with appropriate technical accounting, financial reporting and internal control expertise; (ii) engaging a third-party advisory firm to assist in the design and implementation of control activities across the business processes that support the Company’s significant accounts and disclosures; (iii) with the assistance of a third-party advisory firm, designing and implementing a formal financial statement risk assessment in order to identify material financial statement line items for which key controls are needed in order to ensure complete and accurate financial reporting; (iv) designing and implementing training procedures within the Company’s accounting and finance functions to enhance knowledge and understanding of internal control over financial reporting; and (v) developing a detailed remediation plan which includes activities related to creating and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures; designing and implementing controls related to the preparation and review of journal entries and account reconciliations to ensure proper segregation of duties; and information technology general controls for all relevant information systems, including controls over program change management, the review, approval and update of user access rights and privileges, controls over batch jobs and data backups, and program development approvals and testing for new systems.

As a public company, the Company is required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting in our future annual reports on Form 10-K to be filed with the SEC beginning with the second annual report following our IPO. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, or other regulatory authorities, which would require additional financial and management resources.

These remediation efforts are ongoing, and the actions we will continue to take may not be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If we are unable to remediate these material weaknesses in a timely manner, or if we identify additional material weaknesses, there could be a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. In that event, we could be required to restate our financial statements, may be unable to assert that our internal control over financial reporting is effective or to obtain, when required, an unqualified opinion from our independent registered public accounting firm regarding the effectiveness of our internal control over financial reporting, and could fail to meet our reporting obligations. Any of these outcomes could adversely affect investor confidence in our financial reporting, our business, financial condition and results of operations, and the market price of our securities.

We face various risks related to pandemics and similar public health crises, which may adversely impact our business.

We cannot predict the effect of future public health crises on our business and operations. The emergence of pandemics and other public health crises may require the adoption of work from home protocols, social distancing measures in the workplace, international travel restrictions, vaccine mandates and other responsive actions and other changes to our operations. Public health crises may result in travel disruptions, quarantine requirements or other similar logistics restrictions, may further reduce our and our customers’ capabilities to travel, domestically and internationally, which may impact our ability to perform certain contracts, develop and renew contracts, or market our products, or could otherwise disrupt portions of our business and have an adverse effect on our business, financial condition and results of operations.

Our business and operations are subject to physical and other risks that could disrupt production.

Our operations and those of our customers and suppliers have been and may again be subject to natural disasters, climate change-related events, pandemics or other business disruptions, which could have an adverse effect on our results of operations. Some of our manufacturing facilities are located in regions that experience seismic activity and wildfires, and in other areas prone to natural disasters. In addition, due to the volatile and flammable nature of certain components of our products and equipment, fires or explosions may disrupt our business or cause significant injuries, which could adversely affect our financial results. While we maintain insurance coverage to cover certain risks of losses for damage or destruction to facilities and property and for interruption of our business, such insurance may not cover specific losses and the amount of our insurance coverage may not be adequate to cover all of our losses. A significant natural disaster, such as an earthquake, fire or other catastrophic event, could severely affect our ability to conduct normal business operations, and as a result, our future operating results could be materially and adversely affected, including if our losses are not adequately or timely covered by our insurance.

result, our future operating results could be materially and adversely affected, including if our losses are not adequately or timely covered by our insurance.

We are also vulnerable to damage from other types of disasters, including power loss, fire, explosions, floods, communications failures, terrorist attacks and similar events. From time to time, these activities may result in incidents that could cause us to temporarily shut down or otherwise disrupt some manufacturing processes, which could cause production delays, and could result in liability for workplace injuries and/or fatalities. Should insurance or other risk transfer mechanisms, such as our existing disaster recovery and business continuity plans, be insufficient to recover all costs, we could experience an adverse effect on our business, results of operations, prospects and financial condition.

We self-insure a portion of our health insurance program, which may expose us to unexpected costs and negatively affect our results of operations.

We are self-insured for the majority of our employee medical claims, subject to individual and aggregate stop loss insurance policies. We estimate liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period between the occurrence of a claim and the time it is reported to and paid by us. However, unanticipated changes in assumptions and management estimates underlying our recorded liabilities for medical claims could result in materially different amounts of expense than expected under our health insurance program, which could have an adverse material impact on our financial condition and results of operations.

Additionally, as we have a self-insured health plan, we are considered a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and regulations implemented thereunder (collectively, “HIPAA”). HIPAA requires covered entities and business associates to develop and maintain policies with respect to the protection of, use and disclosure of protected health information, including the adoption of administrative, physical and technical safeguards to protect such information, and certain notification requirements in the event of a breach of unsecured protected health information. Entities that are found to be in violation of HIPAA as the result of a breach of unsecured protected health information, a complaint about privacy practices or an audit by the U.S. Department of Health and Human Services (“HHS”) may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

of a breach of unsecured protected health information. Entities that are found to be in violation of HIPAA as the result of a breach of unsecured protected health information, a complaint about privacy practices or an audit by the U.S. Department of Health and Human Services (“HHS”) may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

Recession, financial and credit market disruptions may adversely affect us.

If a global recession emerges, we may experience declines in revenues, profitability and cash flows from reduced orders, payment delays, collection difficulties, increased price pressures for our products, increased risk of excess and obsolete inventories or other factors caused by the economic problems of our customers. If negative conditions in the global credit markets prevent our customers from having access to credit or render them insolvent, orders for our products may decrease, which would result in lower revenue. Likewise, if our suppliers face challenges in obtaining credit, selling their products, or otherwise in operating their businesses or remaining solvent, they may become unable to offer the materials we use to manufacture our products. An economic or credit crisis could also have an impact on our ability to raise capital when needed. These events could adversely impact our ability to manufacture affected products and could also result in reductions in our revenue, increased price competition, and increased operating costs, which could adversely affect our business, financial condition, operational results, and cash flows.

Risks Related to Our Government Contracts

If we fail to establish and maintain important relationships with government agencies and prime contractors, our ability to successfully maintain and develop new business may be adversely affected.

Our reputation and relationship with the U.S. Government, and in particular with the agencies of the DoW and the IC, are key factors in maintaining and developing new business opportunities. In addition, we often act as a subcontractor or in arrangements in which we and other contractors bid together on particular contracts or programs for the U.S. Government or government agencies. We expect to continue to depend on relationships with other prime contractors for a portion of our revenue for the foreseeable future. Negative press reports regarding conflicts of interest, poor contract performance, employee misconduct, information security breaches or other aspects of our business, regardless of accuracy, could harm our reputation. Additionally, as a subcontractor or team member, we often lack control over the fulfillment of a contract, and poor performance on the contract could tarnish our reputation, even when we perform as required. As a result, we may be unable to successfully maintain our relationships with government agencies or prime contractors, and any failure to do so could adversely affect our ability to maintain our existing business and compete successfully for new business.

U.S. Government contracts are generally not fully funded at inception, contain certain provisions that may be unfavorable to us and may be undefinitized at the time of the start of performance, which could prevent us from realizing our contract backlog and materially harm our business and results of operations.

U.S. Government contracts typically involve long lead times for design and development and are subject to significant changes in contract scheduling. Congress generally appropriates funds on a fiscal year basis, even though a program may continue for several years. Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations. The termination or reduction of funding for a government program would result in a loss of anticipated future revenue attributable to that program. In addition, the annual appropriations process may be delayed or disrupted. If Congress fails to approve an annual budget, portions of the U.S. Government can shut down or operate under a continuing resolution that maintains spending at prior-year levels, which can impact funding for our programs or the timing of new awards.

The actual receipt of revenue on awards included in backlog may never occur or may change because a program schedule could change or the program could be canceled, or a contract could be reduced, modified or terminated early.

In addition, U.S. Government contracts generally contain provisions permitting termination, in whole or in part, at the government’s convenience or for contractor default. Since a substantial majority of our revenue is dependent on the procurement, performance and payment under our U.S. Government contracts, the termination of one or more critical government contracts could have a negative impact on our results of operations and financial condition. Termination arising out of our default could result in damage to our reputation, expose us to liability and have an adverse effect on our ability to re-compete for future contracts and orders. Moreover, several of our contracts with the U.S. Government do not contain a limitation of liability provision, creating a risk of responsibility for indirect, incidental damages and consequential damages. These provisions could cause substantial liability for us, especially given the use to which our products may be put.

Furthermore, we may operate from time to time under Undefinitized Contract Actions (“UCAs”) or Uncommitted Obligations (“UCOs”), under which we may begin performance at the direction of the U.S. Government prior to completing contract negotiations regarding pricing, specifications and other terms. Under a UCA, the U.S. Government has the ability to unilaterally definitize contracts and, absent a successful appeal of such action, the unilateral definitization of the contract would obligate us to perform under terms and conditions imposed by the U.S. Government. Such unilaterally imposed contract terms could include less favorable pricing and/or terms and conditions more burdensome than those negotiated in other circumstances, which could negatively affect our expected profitability under such contract and could negatively affect our results of operations.

We are subject to extensive government regulation, and our failure to comply with applicable regulations could subject us to penalties that may restrict our ability to conduct our business.

As a contractor to the U.S. Government, we are subject to and must comply with various government regulations that impact our revenue, operating costs, profit margins and the internal organization and operation of our business. The most significant regulations and regulatory authorities affecting our business include the following:

•

the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under, U.S. Government contracts;

•

the Truthful Cost or Pricing Data Act (formerly known as the Truth in Negotiations Act), which requires certification and disclosure of all factual cost and pricing data in connection with contract negotiations;

•

the Federal cost accounting rules including the Federal Acquisition Regulation’s Cost Principles, which impose accounting requirements that govern our right to reimburse under cost-based government contracts;

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the False Claims Act and the False Statements Act, which impose penalties for payments made on the basis of false facts provided to the government and on the basis of false statements made to the government, respectively;

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the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage;

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the National Telecommunications and Information Administration and the Federal Communications Commission, which regulate the wireless spectrum allocations upon which UAS depend for operation and data transmission in the United States;

•

the Federal Aviation Administration, which regulates the use of airspace for all aircraft, including UAS operation in the United States;

•

laws and regulations related to supply chain, country of origin and domestic preference requirements, including the Trade Agreements Act, Buy American Act, Buy America Act, and the Berry Amendment, which may require us to use or avoid certain suppliers or purchase or manufacture certain products domestically;

•

controls to protect U.S. Government controlled unclassified information (“CUI”), which our suppliers have access to in order to comply with cyber security regulations;

•

the International Traffic in Arms Regulations and Export Administration Regulations, which regulate the export of sensitive technology and hardware, including controlled technical data, defense articles and defense services and restrict the countries from which we may purchase materials and services used in the production of certain of our products;

•

laws, regulations and orders related to the Defense Priorities and Allocations System, which may require us to prioritize the completion of certain government work over other contracts or orders, including commercial contracts or orders; and

•

laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes or determined to be CUI and the exportation of certain products and technical data.

Also, we need security clearances and regulatory approvals to continue working on certain of our projects with the U.S. Government. Classified programs generally require that we comply with various executive orders, federal laws and regulations and customer security requirements that may include restrictions on how we develop, store, protect and share information, and may require our employees and facilities to obtain government security clearances. We also must implement controls to protect U.S. Government CUI. Failure to implement such controls to protect CUI could jeopardize our ability to continue receiving U.S. Government contracts. Additionally, certain of our products are sold to the U.S. Government as commercial items. If the U.S. Government were to dispute the commercial designation of such items, and absent a successful appeal by us of such designation, the profitability of sales of such items could be negatively affected.

security clearances. We also must implement controls to protect U.S. Government CUI. Failure to implement such controls to protect CUI could jeopardize our ability to continue receiving U.S. Government contracts. Additionally, certain of our products are sold to the U.S. Government as commercial items. If the U.S. Government were to dispute the commercial designation of such items, and absent a successful appeal by us of such designation, the profitability of sales of such items could be negatively affected.

Our failure to comply with applicable regulations, rules and approvals; changes in the government’s interpretation of such regulations, rules and approvals as have been and are applied to our contracts, proposals or business; or misconduct by any of our employees could result in the imposition of fines and civil, criminal, or administrative penalties, the loss of security clearances, a decrease in profitability, the loss of our government contracts or our suspension or debarment from contracting with the U.S. Government generally. In addition, over the last several years we have acquired other businesses that also hold or previously held U.S. Government contracts, including contracts awarded on the basis of the acquired company’s small size or other preferential status. If these contracts were not properly awarded on the basis of preferential status, or if the acquired company previously failed to comply with laws, rules, and regulations applicable to government contractors, we could be subject to the liability described above.

If any of the forgoing were to occur, it could materially harm our business, financial condition and results of operations. We are also subject to certain regulations of comparable government agencies in other countries, and our failure to comply with these non-U.S. regulations could also materially harm our business, financial condition or results of operations.

Our business could be adversely affected by a negative audit or investigation by the U.S. Government.

Government contractors are highly regulated, and U.S. Government agencies, primarily the DCAA and the DCMA, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. These agencies also may review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, quality, accounting, property, estimating, compensation and management information systems.

Like most government contractors, our contracts are audited and reviewed on a continual basis by the DCMA and the DCAA. The indirect costs we incur in performing government contracts have been audited or have been subject to audit on an annual basis. As of December 31, 2025 and 2024, we had approximately $0.4 million reserved for open incurred cost claim audits. In addition, non-audit reviews or investigations by the government may still be conducted on all our government contracts.

~~Any~~34 costs found to be improperly allocated to a specific cost reimbursement contract will not be reimbursed, while such costs already reimbursed must be refunded. If an audit or investigation of our business were to uncover improper or illegal activities, we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, suspension of payments, fines and suspension or debarment from doing business with the U.S. Government. We could experience serious harm to our reputation if allegations of impropriety or illegal acts were made against us, even if the allegations were inaccurate. In addition, responding to governmental audits or investigations may involve significant expense and divert management attention. In some cases, audits or investigations may result in disputes with the respective government agency that can result in arbitration, litigation, or negotiated settlements. If any of the foregoing were to occur, our financial condition and operating results could be adversely affected.

Moreover, if any of our administrative processes and business systems are found not to comply with the applicable requirements, we may be subjected to increased government scrutiny or required to obtain additional governmental approvals that could delay or otherwise adversely affect our ability to compete for or perform contracts. An unfavorable outcome to such an audit or investigation by the DCAA, U.S. Department of Justice (“DOJ”), or other government agency, could adversely affect our competitive position, affect our ability to obtain

~~new~~have ~~government~~been ~~business~~subject to audit on an annual basis. As of December 31, 2025 and ~~obtain~~March 31, ~~the~~2026, ~~maximum~~we ~~price~~had approximately $0.4 million reserved for ~~our~~open ~~products~~incurred ~~and~~cost ~~services~~claim audits. In addition, ~~and~~non-audit ~~result~~reviews inor ainvestigations ~~substantial~~by ~~reduction~~the ofgovernment may still be conducted on all our ~~revenues~~government contracts.

Any costs found to be improperly allocated to a specific cost reimbursement contract will not be reimbursed, while such costs already reimbursed must be refunded. If an audit or investigation of our business were to uncover improper or illegal activities, we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, suspension of payments, fines and suspension or debarment from doing business with the U.S. Government. We could experience serious harm to our reputation if allegations of impropriety or illegal acts were made against us, even if the allegations were inaccurate. In addition, responding to governmental audits or investigations may involve significant expense and divert management attention. In some cases, audits or investigations may result in disputes with the respective government agency that can result in arbitration, litigation, or negotiated settlements. If any of the foregoing were to occur, our financial condition and operating results could be adversely affected.

If we were suspended or debarred from contracting with the federal government generally, or any specific agency, if our reputation or relationship with government agencies were impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our revenue and operating results could be materially harmed.

Some of our contracts with the U.S. Government allow it to use inventions developed under the contracts and to disclose technical data to third parties, which could harm our ability to compete.

Some of our contracts allow the U.S. Government to use, royalty-free, or have others use, inventions or intellectual property developed under those contracts on behalf of the government. Some of the contracts allow the federal government to disclose technical data or computer software developed in performance of the agreement or delivered to the government during the performance of the agreement without constraining the recipient on how that technical data or computer software is used. The ability of third parties to use patents and technical data or computer software creates the possibility that the government could attempt to establish alternative suppliers or to negotiate with us to reduce our prices. The potential that the government may release some of the technical data or computer software without constraint creates the possibility that third parties may be able to use this technical data or computer software to compete with us, which could have an adverse effect on our business, results of operations or financial condition.

U.S. Government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue.

U.S. Government contracts are frequently awarded only after formal, protracted competitive bidding processes and, in many cases, unsuccessful bidders for U.S. Government contracts are provided the opportunity to protest contract awards through various agency, administrative and judicial channels. We derive significant revenue from U.S. Government contracts that were awarded through a competitive bidding process. Much of the business that we expect to seek in the foreseeable future will likely be awarded through competitive bidding. Competitive bidding presents a number of risks, including the following:

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the need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and cost overruns;

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the substantial cost and managerial time and effort that must be spent to prepare bids and proposals for contracts that may not be awarded to us;

•

the need to estimate accurately the resources and cost structure that will be required to service any contract we are awarded; and

•

the expense and delay that may arise if our competitors protest or challenge contract awards made to us pursuant to competitive bidding, and the risk that any such protest or challenge could result in the delay of our contract performance, the distraction of management, the resubmission of bids on modified specifications, or in termination, reduction or modification of the awarded contract.

We may not be provided the opportunity to bid on contracts that are held by other companies and are scheduled to expire if the government extends the existing contract. If we are unable to win particular contracts that are awarded through a competitive bidding process, then we may not be able to operate for a number of years in the market for goods and services that are provided under those contracts. If we are unable to win new contract awards over any extended period consistently, then our business and prospects will be adversely affected.

We are subject to procurement rules and regulations, which increase our performance and compliance costs under our U.S. Government contracts.

We must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of U.S. Government contracts. These laws and regulations, among other things, require certification and disclosure of all cost and pricing data in connection with contract negotiation, define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. Government contracts, and restrict the use and dissemination of classified information and the exportation of certain products and technical data. These requirements, although customary in U.S. Government contracts, increase our performance and compliance costs. These costs might increase in the future, reducing our margins, which could have a negative effect on our financial condition. Although we believe we have implemented procedures to comply with these regulations and requirements, the regulations and requirements are complex and change frequently. Our or our agents’ failure to comply with these regulations and requirements under certain circumstances could lead to suspension or debarment from U.S. Government contracting or subcontracting for a period of time and could have a negative effect on our reputation and ability to receive other U.S. Government contract awards in the future.

Some of our contracts with the U.S. Government are classified, which may limit investor insight into portions of our business.

We derive a portion of our revenues from programs with the U.S. Government that are subject to security restrictions (e.g., contracts involving classified information and classified programs) that preclude the dissemination of information and technology that is classified for national security purposes under applicable law and regulation. We are limited in our ability to provide details about these classified programs, their risks or any disputes or claims relating to such programs. As a result, investors and others might have less insight into our classified programs than our other businesses and, therefore, less ability to fully evaluate the risks related to our classified business.

We hold contracts with state and/or local governments, which may likewise subject us to significant regulatory and procurement regulations.

In addition to our federal U.S. Government contracts, we also hold a limited number of contracts with state and/or local governments, which may be subject to state and/or local procurement rules, regulations, and requirements, and may carry similar risks to our federal U.S. Government contracts. Our failure to comply with applicable regulations, rules and approvals; changes in the government’s interpretation of such regulations, rules and approvals as have been and are applied to our contracts, proposals or business; or misconduct by any of our ~~employees~~ could result in the imposition of fines and civil, criminal, or administrative penalties, a decrease in profitability, the loss of our government contracts with that state or local entity or our suspension or debarment from contracting with that entity generally.

employees could result in the imposition of fines and civil, criminal, or administrative penalties, a decrease in profitability, the loss of our government contracts with that state or local entity or our suspension or debarment from contracting with that entity generally.

Our performance on contracts with the DoW may result in restrictions on our ability to repurchase our common stock or may affect our eligibility for Foreign Military Sales or Government assistance with international direct commercial sales.

On January 7, 2026, the President of the United States signed an Executive Order titled “Prioritizing the Warfighter in Defense Contracting” (the “Executive Order”), which directs the Secretary of War to identify certain defense contractors providing critical weapons, supplies and equipment that have engaged in stock repurchases or dividend distributions and are underperforming on their contracts, not investing capital into necessary production capacity, not prioritizing contract performance or whose production speed is insufficient (collectively, “Underperformance”).

Defense contractors that do not address Underperformance may be subject to enforcement actions under the Defense Production Act or applicable contract law. Future defense contract awards are expected to include provisions prohibiting stock repurchases or dividend distributions and capping executive base salaries during periods of Underperformance, as determined by the Secretary of War. These contracts will also require that executive incentive compensation be linked to on-time delivery of work under defense contracts, increased production and facilitation of investments and operating improvements. The Secretary of War may also deny new advocacy cases for Foreign Military Sales or discontinue ongoing advocacy efforts for international direct commercial sales for contractors determined to be underperforming.

provisions prohibiting stock repurchases or dividend distributions and capping executive base salaries during periods of Underperformance, as determined by the Secretary of War. These contracts will also require that executive incentive compensation be linked to on-time delivery of work under defense contracts, increased production and facilitation of investments and operating improvements. The Secretary of War may also deny new advocacy cases for Foreign Military Sales or discontinue ongoing advocacy efforts for international direct commercial sales for contractors determined to be underperforming.

If we do not sufficiently perform and prioritize our U.S. Government defense contracts, invest capital into production capacity or meet required production timelines, we could be subject to restrictions, including our ability to compete for Foreign Military Sales or international direct commercial sales contracts. In addition, the U.S. Government could terminate our existing defense contracts or withhold payment for completed work due to Underperformance. The U.S. Government could also cap the base salaries of our executives based on a finding of Underperformance by the Secretary of War.

Given the recent issuance of the Executive Order, it is unclear how the U.S. Government will implement its enforcement provisions or what specific metrics or conditions the Secretary of War will use to identify Underperforming defense contractors. In the event that our performance of defense contracts resulted in the Secretary of War determining the same to the Underperformance under such future metrics or conditions, it could materially harm our business, result in reduced revenue and profitability, damage our reputation and customer relationships or adversely affect our stock price and increase its volatility.

Risks Related to Legal and Regulatory Requirements

Failure to obtain necessary regulatory approvals from the FAA or other governmental agencies, or limitations put on the use of SUAS, MUAS and C-UAS in response to public privacy concerns, may prevent us from expanding the sales of our SUAS, MUAS and C-UAS to non-military customers in the United States.

The regulation of SUAS, MUAS and C-UAS for commercial use in the United States is undergoing substantial change and the ultimate treatment is uncertain. The FAA’s COA approval process requires that the public operator certify the airworthiness of the aircraft for its intended purpose, that a collision with another aircraft or other airspace user is extremely improbable, that the small uncrewed aircraft system complies with appropriate cloud and terrain clearances and that the operator or spotter of the small uncrewed aircraft system is generally within one half mile laterally and 400 feet vertically of the small uncrewed aircraft system while in operation. Furthermore, the FAA’s clarification of existing policy stated that the rules for radio-controlled hobby aircraft do not apply to public or commercial use of SUAS and MUAS.

The FAA has also introduced proposed rules for a new policy regarding the airworthiness certification of a newly created special class of UAS, which rules are not yet in effect. It is unclear when, if ever, the FAA will create a new class of UAS and what the final rules regarding the certification of such new class of UAS will state. We cannot assure you that any final rules enacted in furtherance on the FAA’s announced proposals will result in the expanded use of our SUAS and MUAS by law enforcement or other non-military government agencies and we may not be able to expand our sales of SUAS and MUAS beyond our military customers, which could harm our business prospects.

In addition, there exists public concern regarding the privacy implications of U.S. commercial and law enforcement use of SUAS. This concern has included calls to develop explicit written policies and procedures establishing usage limitations. We cannot assure you that the response from regulatory agencies, customers and privacy advocates to these concerns will not delay or restrict the adoption of SUAS, MUAS and C-UAS by non-military customers.

The deployment of C-UAS that utilize RF and directed energy is subject to stringent regulatory scrutiny, which could limit the sales and operational deployment of these technologies. Non-compliance with these evolving regulations could lead to fines, operational restrictions, or other penalties that may adversely affect our business.

We could be prohibited from shipping our products to certain countries if we are unable to obtain U.S. Government authorization regarding the export of our products and services, or if current or future economic sanctions or export control laws limit or otherwise restrict our business. In addition, failure to comply with economic sanctions or export control laws could result in fines, export restrictions and other sanctions and penalties.

We must comply with U.S. and other economic sanctions and export control laws regulating the export of our products and services, such as those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant sanctions and export controls authorities.

Pursuant to these laws and regulations, we are required, among other things, to (i) maintain a registration under the International Traffic in Arms Regulations (which controls the export of defense-related items and services), (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology under U.S., EU and other applicable laws, and (iii) obtain licenses or other forms of government authorization to engage in the conduct of our business, including in connection with the export of certain of our products and technical data as well as to provide technical services to foreign persons related to such products and technical data. The sanctions and export regulations and the governing policies applicable to our business are subject to change. We cannot provide assurance that such authorizations or licenses will be available for our products and services in the future. Compliance with these laws has not significantly limited our operations or our sales in the recent past but could significantly limit them in the future. We maintain a sanctions and export controls compliance program but there are risks that our compliance controls may be ineffective. We may from time to time identify inadvertent violations of sanctions or export controls laws.

Any failure to comply with the sanctions or export laws and regulations in the future can subject us to additional fines, penalties, criminal proceedings and sanctions, including suspension of export privileges, which could have an adverse impact on our business, operations and financial condition and limit or prevent us from being able to sell our products in certain international jurisdictions.

We may become subject to government investigations, which could have an adverse effect on our business, financial condition, results of operations, cash flow and equity.

U.S. Government contractors are subject to extensive legal and regulatory requirements, including those export controls and sanctions discussed above, as well as the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar applicable anti-corruption/anti-bribery laws, and from time-to-time agencies of the U.S. Government investigate whether we have been and are operating in accordance with these requirements. Under U.S. Government regulations, an indictment of the Company by a federal grand jury, or an administrative finding against us as to our present responsibility to be a U.S. Government contractor or subcontractor, could result in us being suspended for a period of time from eligibility for awards of new government contracts or task orders or in a loss of export privileges, which could have an adverse effect on our business, financial condition, results of operations, cash flows and equity. A conviction, or an administrative finding against us that satisfies the requisite level of seriousness, could result in debarment from contracting with the U.S. Government for a specific term, which could have an adverse effect on our business, financial condition, results of operations, cash flows and equity.

We38 could be adversely affected by violations of the FCPA and other applicable anti-bribery laws of various jurisdictions and any investigation, and the outcome of any investigation, by government agencies of possible violations by us, our employees, and our business partners of the FCPA and other applicable anti-bribery laws could have an adverse effect on our business.

~~and~~similar ~~are~~applicable ~~participants~~anti-corruption/anti-bribery inlaws, aand ~~highly~~from ~~regulated~~time-to-time ~~industry~~agencies of the U.S. WeGovernment ~~are~~investigate ~~subject~~whether towe ~~the~~have ~~FCPA~~been and ~~other~~are ~~applicable~~operating ~~anti-bribery~~in ~~laws~~accordance with these requirements. Under U.S. Government regulations, ~~which~~an ~~prohibit~~indictment ~~companies~~of ~~and~~the ~~their~~Company ~~intermediaries~~by ~~from~~a ~~corruptly~~federal ~~providing, offering,~~grand ~~promising~~jury, or ~~authorizing,~~an ~~directly~~administrative orfinding ~~indirectly,~~against ~~anything~~us ofas ~~value~~to our present responsibility to ~~non-~~be a U.S. Government ~~officials,~~contractor ~~political~~or ~~parties~~subcontractor, orcould ~~political~~result ~~candidates~~in us being suspended for ~~the~~a ~~purposes~~period of ~~obtaining~~time from eligibility for awards of new government contracts or ~~retaining~~task ~~business~~ orders or ~~securing~~in ~~any~~a ~~improper~~loss of export privileges, which could have an adverse effect on our business, ~~advantage.~~financial Incondition, ~~addition~~results of operations, ~~the~~cash Uflows and equity.K. ~~Bribery~~A ~~Act~~conviction, or an administrative finding against us that satisfies the requisite level of ~~2010~~seriousness, orcould result in debarment from contracting with the ~~Bribery~~U.S. ~~Act~~Government for a specific term, ~~prohibits~~which ~~both~~could ~~domestic~~have ~~and~~an ~~international~~adverse ~~bribery~~effect on our business, asfinancial ~~well~~condition, asresults ~~bribery~~of ~~across~~operations, ~~both~~cash ~~private~~flows and ~~public sectors~~equity.

We could be adversely affected by violations of the FCPA and other applicable anti-bribery laws of various jurisdictions and any investigation, and the outcome of any investigation, by government agencies of possible violations by us, our employees, and our business partners of the FCPA and other applicable anti-bribery laws could have an adverse effect on our business.

We have direct and indirect interactions with officials and employees of non-U.S. Government agencies or state-owned or affiliated entities, including state-owned entity customers and non-U.S. Government contractors and are participants in a highly regulated industry. We are subject to the FCPA and other applicable anti-bribery laws, which prohibit companies and their intermediaries from corruptly providing, offering, promising, or authorizing, directly or indirectly, anything of value to non-U.S. Government officials, political parties, or political candidates for the purposes of obtaining or retaining business or securing any improper business advantage. In addition, the U.K. Bribery Act of 2010, or the Bribery Act, prohibits both domestic and international bribery, as well as bribery across both private and public sectors.

U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. We have implemented internal controls, policies, procedures, and training designed to ensure compliance by us and our directors, officers, employees, representatives, consultants and agents with the FCPA, the Bribery Act and other applicable anti-bribery laws and regulations. We cannot assure you that our internal controls, policies, and procedures will effectively detect and prevent all violations of the applicable anti-bribery laws committed by our employees or agents, nor can we assure you that our business partners have not engaged and will not engage in conduct that could materially affect their ability to perform their contractual obligations to us or even result in our being held liable for such conduct. Violations of these laws, or allegations of such violations, could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. Government contracts, any of which could have an adverse effect on our reputation, business, operating results, prospects and financial condition. In addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Our business may be dependent upon our employees obtaining and maintaining required security clearances, as well as our ability to obtain security clearances for the facilities in which we perform sensitive government work.

Certain of our U.S. Government contracts require our employees to maintain various levels of security clearances, and we are required to maintain certain facility security clearances complying with DoW requirements. The DoW has strict security clearance requirements for personnel who work on classified programs. Obtaining and maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain security clearances in a timely manner, or at all, or if our employees, over 8788.01% of whom hold security clearances as of ~~December~~ March 31, ~~2025~~2026, are unable to maintain the clearances or terminate employment with us, then a customer requiring classified work could terminate the contract or decide not to renew it upon its expiration. In addition, we expect that many of the contracts on which we will bid will require us to demonstrate our ability to obtain facility security clearances and employ personnel with specified types of security clearances. To the extent that we are not able to obtain facility security clearances or engage employees with the required security clearances for a particular contract, we may not be able to bid on or win new contracts, or effectively rebid on expiring contracts.

We39 may be subject to pending legal proceedings that may disrupt our business, cause us to incur substantial costs, expose us to significant legal liabilities and could have an adverse impact on our financial performance.

From time to time, we may be subject to various legal proceedings and claims, and additional lawsuits may arise in the future. Occasionally we are also involved in governmental inquiries and investigations and administrative and regulatory proceedings. Our activities relating to defending and responding to any such proceedings may result in substantial legal expenses, may disrupt our sales and marketing or other business activities, including our relationships with our customers, suppliers, employees and other third parties, and divert management’s and our employees’ attention from our day-to-day operations, which may have an adverse impact on our financial performance. The results of any such proceedings are unpredictable. We record accruals for liabilities where we believe a loss is probable and reasonably estimable, including when negotiating settlement where appropriate in response to such claims, however, our actual losses may differ significantly from our

~~interim~~with ~~estimates.~~us, Anthen ~~adverse~~a customer requiring classified work could terminate the contract or ~~unfavorable~~decide ~~resolution~~not to renew it upon its expiration. In addition, we expect that many of ~~any~~the ~~proceedings~~contracts ~~against~~on which we will bid will require us ~~could~~to ~~have~~demonstrate our ability to obtain facility security clearances and employ personnel with specified types of security clearances. To the extent that we are not able to obtain facility security clearances or engage employees with the required security clearances for a ~~material~~particular ~~impact~~contract, we may not be able to bid on ~~our~~or ~~financial~~win ~~position~~new contracts, ~~cash~~or ~~flows~~effectively ~~and~~rebid ~~results~~on ofexpiring ~~operations~~contracts.

We may be subject to pending legal proceedings that may disrupt our business, cause us to incur substantial costs, expose us to significant legal liabilities and could have an adverse impact on our financial performance.

Our business is subject to federal, state and international Privacy Laws regarding data protection, privacy, and information security, as well as confidentiality obligations under various agreements, and our actual or perceived failure to comply with such Privacy Laws could damage our reputation, expose us to litigation risk and adversely affect our business and operating results.

In connection with our business, we currently do, and expect to continue to, receive, collect, use, disclose, process and retain certain information related to our customers, employees and others as part of our business and operations, which may include personal, confidential, proprietary, or other sensitive information. As a result, we are subject to increasingly rigorous federal, state and international laws, regulations, and industry standards in the jurisdictions in which we do business regarding data privacy, protection, cybersecurity and information security (“Privacy Laws”). Personal privacy, data protection and information security are significant issues in the United States and the other jurisdictions where we offer our products and services. The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Our handling of data is subject to a variety of Privacy Laws, including regulation by various government agencies, including the United States Federal Trade Commission (“FTC”) and various state, local and foreign bodies and agencies. We also execute confidentiality agreements with various parties under which we are required to protect their confidential information.

The United States federal and various state and foreign governments have adopted or proposed Privacy Laws which impose obligations in relation to the collection, distribution, disclosure, use and storage of personal information of individuals, including providing end-customers and employees with certain rights to access, correct, delete, and restrict the processing of their personal information. In the United States, the FTC and many state attorneys general are applying federal and state consumer protection laws to the online collection, use and dissemination of data. The Privacy Laws imposed by non-U.S. countries and governmental bodies in the foreign jurisdictions in which we operate or conduct our business often are more restrictive than those in the United States. Such Privacy Laws may require companies to implement new privacy and security policies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use personal information for certain purposes.

We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions in which we operate and do business, and we cannot yet determine the impact of such future laws, regulations and standards may have on our business. For example, the California Consumer Privacy Act, which became effective in 2020, provides California residents certain data privacy rights for consumers and employees (e.g., the right to access and request the deletion of their personal information and receive detailed reports of how their personal information is processed), new operational requirements for companies and a private right of action for certain data breaches. Additionally, we expect that existing laws, regulations and standards may be interpreted differently in the future. There remains significant uncertainty surrounding the regulatory framework for the future of personal data transfers from the European Union to the United States with regulations such as the General Data Protection Regulation (“GDPR”), which imposes stringent E.U. data protection requirements, provides an enforcement authority, and imposes large penalties for noncompliance, including for the transfer of personal data. Future laws, regulations, standards and other obligations, including the adoption of the GDPR, as well as changes in the interpretation of existing laws, regulations, standards and other obligations could impair our ability to collect, use or disclose information relating to individuals, which could decrease demand for our products, require us to restrict our business operations, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

~~Our~~40 business operations are subject to the evolving requirements of the U.S. DoW Cybersecurity Maturity Model Certification (“CMMC”) program. CMMC mandates third-party assessments for companies working with

jurisdictions in which we operate and do business, and we cannot yet determine the Uimpact of such future laws, regulations and standards may have on our business.S For example, the California Consumer Privacy Act, which became effective in 2020, provides California residents certain data privacy rights for consumers and employees (e.g., ~~DoW~~the right to access and request the deletion of their personal information and receive detailed reports of how their personal information is processed), ~~verifying~~new ~~such~~operational requirements for companies’ ~~adherence~~and toa ~~specific~~private ~~cybersecurity~~right of action for certain data breaches. Additionally, we expect that existing laws, regulations and standards may be interpreted differently in the future. ~~These~~There ~~certifications~~remains ~~are~~significant ~~essential~~uncertainty surrounding the regulatory framework for ~~eligibility~~the infuture ~~new~~of ~~contract~~personal ~~awards~~data transfers from the European Union to the United States with regulations such as the General Data Protection Regulation (“GDPR”), which imposes stringent E.U. Wedata ~~have~~protection ~~completed~~requirements, aprovides ~~basic assessment~~an enforcement authority, and ~~have~~imposes ~~reported~~large apenalties ~~score~~for innoncompliance, including for the ~~System~~transfer ~~Security~~of ~~Plan~~personal ~~system~~data. WeFuture ~~expect~~laws, toregulations, ~~conduct~~standards and other obligations, including the ~~required~~adoption ~~third~~of ~~party~~the ~~CMMC~~GDPR, ~~2.0~~as ~~level~~well 2as ~~audit~~changes in the ~~first~~interpretation ~~quarter~~ of ~~2026~~existing laws, regulations, standards and other obligations could impair our ability to collect, use or disclose information relating to individuals, which could decrease demand for our products, require us to restrict our business operations, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

Our business operations are subject to the evolving requirements of the U.S. DoW Cybersecurity Maturity Model Certification (“CMMC”) program. CMMC mandates third-party assessments for companies working with the U.S. DoW, verifying such companies’ adherence to specific cybersecurity standards. These certifications are essential for eligibility in new contract awards. We have completed a basic assessment and have reported a score in the System Security Plan system. We expect to conduct the required third party CMMC 2.0 level 2 audit in the third quarter of 2026.

Our ongoing compliance with the CMMC framework is critical, particularly as the National Institute of Standards and Technology (“NIST”) Special Publication 800-171 requirements, designed to enhance protection for controlled unclassified information, have not yet appeared in any government Requests for Proposals we have bid but are expected. Until November 2026, the only requirement from the U.S. Government for CMMC compliance is to report a System Security Plan score in the Procurement Integrated Enterprise Environment system. We are actively preparing to meet the more stringent requirements of CMMC Level 2. There’s a potential risk of not achieving Level 2 certification before upcoming contract awards or failing to attain the level required for a specific contract. Such a scenario could restrict us from bidding on those contracts, including follow-on awards for existing DoW work. Such limitations could negatively impact our revenue, profitability, and cash flow. Furthermore, compliance with CMMC may extend to our subcontractors and certain vendors, potentially requiring their certification as well. Their non-compliance could also pose challenges for our business.

Although we endeavor to comply with those federal, state and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, such laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our products. As such, we cannot assure ongoing compliance with all such laws or regulations, industry standards, contractual obligations and other legal obligations, and our efforts to do so may cause us to incur significant costs or require changes to our business practices, which could adversely affect our business and operating results. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal information or other data, may result in limited ability or the inability to operate our business or offer our products and services, costly governmental investigations, enforcement actions, prosecutions and other proceedings, private litigation (including class actions), fines and civil or criminal penalties or adverse publicity and could cause our customers to lose trust in us, which could result in potentially significant liability or other costs and have an adverse effect on our brand, reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business and operating results.

~~Environmental~~41 ~~laws and regulations and unforeseen costs, including in response to climate change, could impact our future earnings.~~

The manufacture and sale of our products in certain states and countries may subject us to environmental and other regulations. Over time, the countries where these companies are located may adopt more stringent environmental regulations, resulting in an increase in our manufacturing costs. Given the increasing focus on environmental compliance by regulators and the general public, any incidence of non-compliance could result in damage to our reputation beyond the fines and other sanctions that could be imposed. Furthermore, certain environmental laws, including the U.S. Comprehensive, Environmental Response, Compensation and Liability Act of 1980, impose strict, joint and several liability on current and previous owners or operators of real property for the cost of removal or remediation of hazardous substances and impose liability for damages to natural resources. These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. These environmental laws also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are later found to be contaminated. Such persons can be held responsible for cleanup costs even if they never owned or operated

~~the~~privacy ~~contaminated~~and ~~facility.~~security ~~Although~~concerns, weeven ~~have~~if ~~never~~unfounded, ~~been~~or ~~named~~comply awith ~~responsible~~applicable ~~party~~laws, atregulations, apolicies, ~~contaminated~~industry ~~site~~standards, wecontractual ~~could~~obligations ~~potentially~~or beother ~~named~~legal aobligations ~~responsible~~could ~~party~~result in ~~the~~additional ~~future~~cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business and operating results.

Environmental laws and regulations and unforeseen costs, including in response to climate change, could impact our future earnings.

The increasing global focus on climate change, including greenhouse gas (“GHG”) emissions, has resulted in legislative and regulatory efforts to address the causes and impacts of climate change. New and more strict laws and regulations to reduce GHG emissions and address other aspects of climate change, including carbon taxes, cap and trade programs, GHG reduction requirements, requirements for the use of green energy, and changes in procurement requirements, may result in increased operational and compliance obligations, which could adversely affect our financial condition and results of operations. Such laws and regulations could result in increased energy costs and costs to upgrade our facilities or change our manufacturing processes. Additionally, our suppliers may also face similar increased costs, which could result in them increasing the costs of components for our products and development programs. Changes to government procurement laws, including changes to the Federal Acquisition Regulations, designed to require climate risk and GHG emissions to be taken into account in the procurement process could result in increased costs to change our operations and manufacturing processes to ensure we remain competitive in the bidding process. We cannot predict the materiality of any potential additional costs associated with complying with such laws and regulations or whether we could raise prices to account for any such additional costs. Any non-compliance could negatively affect our reputation, our ability to compete in competitive bidding processes, including with the U.S. Government, and our ability to sell our products and services. We cannot assure you that such existing laws or future laws addressing environmental concerns, including climate change, will not have a material effect on our future earnings or results of operations.

Compliance with the SEC’s conflict minerals regulations may increase our costs and adversely impact the supply-chain for our UAS products.

In August 2012, the SEC adopted disclosure rules regarding a company’s use of conflict minerals in its products with substantial supply chain verification requirements in the event that the conflict minerals come from, or could have come from, the Democratic Republic of the Congo or adjoining countries. These rules and verification requirements have imposed additional costs on us and on our suppliers, including costs related to determining the source of conflict minerals used in our products, which may adversely affect our results of operations. We are dependent on information supplied by our first-tier suppliers in conducting due diligence into the origins of conflict minerals in our products, which will be necessary to comply with our SEC reporting obligations. To the extent that information we receive from our suppliers is inaccurate or inadequate, we may not be able to determine whether our products are conflict mineral-free. We may face challenges in satisfying our customers who may require that our products be certified as conflict mineral-free, which could place us at a competitive disadvantage and could harm our business. These regulations could also have the effect of limiting the pool of suppliers from which we source items containing conflict minerals, and we may be unable to obtain conflict-free minerals at competitive prices, if at all, which could increase our costs and adversely affect our results of operations.

obligations. To the extent that information we receive from our suppliers is inaccurate or inadequate, we may not be able to determine whether our products are conflict mineral-free. We may face challenges in satisfying our customers who may require that our products be certified as conflict mineral-free, which could place us at a competitive disadvantage and could harm our business. These regulations could also have the effect of limiting the pool of suppliers from which we source items containing conflict minerals, and we may be unable to obtain conflict-free minerals at competitive prices, if at all, which could increase our costs and adversely affect our results of operations.

Risks Related to Our Intellectual Property

If we fail to protect, or incur significant costs in defending or enforcing our intellectual property and other proprietary rights, our business, financial condition and results of operations could be materially harmed.

Our success depends, in large part, on our ability to seek, obtain, maintain, protect, defend and enforce our intellectual property and other proprietary rights. We rely primarily on patent, trade secret, trademark and other intellectual property laws, as well as contractual rights, to establish, protect and enforce our intellectual property, know-how, technology and other proprietary rights.

While we have applied for patents to protect some of our technology, our patent applications may not result in issued patents, and any patents issued may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. We may be required to narrow our claims in our patent applications and our issued patents may be challenged, invalidated, circumvented or rendered unenforceable. If we fail to obtain issuance of patents, or our patent claims or other intellectual property rights are rendered invalid or unenforceable, or narrowed in scope, the patent protections afforded our technology could be impaired. Such impairment could negatively affect our competitive position, including by requiring us to re-design our affected products. Our software is also subject to certain protections under copyright law, though it may also be protected as a trade secret. However, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology. Moreover, existing U.S. legal standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages, and our rights may be challenged by third parties. These laws are subject to change at any time, which could restrict our ability to protect our intellectual property rights. In addition, effective patent, trademark and trade secret protection may be unavailable or limited for some of our intellectual property, including our proprietary technology and know-how. The laws of countries other than the U.S. may be even less protective of our intellectual property rights.

68Although we seek to enter into agreements, including confidentiality, non-disclosure and intellectual property assignment agreements, with parties who have access to our intellectual property and proprietary technology, such as our employees, contractors, consultants, and other third parties, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. In addition, such agreements may be breached, may not be self-executing, may be difficult to enforce, or we may fail to enter into such agreements with all relevant individuals and entities. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products or otherwise obtain and use our intellectual property. Despite our efforts to protect our intellectual property and proprietary technology, if one or more of these employees leaves our employment to work for one of our competitors, then they may intentionally or unintentionally disseminate this proprietary information. Such dissemination may damage our competitive position, and we may become subject to claims challenging the inventorship or ownership of our intellectual property, or claims that former employees, collaborators or other third parties have an ownership interest in our intellectual property. Additionally, we may become subject to claims that current or former employees, contractors, consultants and other third parties engaged by us for development of intellectual property misappropriated intellectual property rights from their previous employers. Accordingly, we cannot guarantee

~~meaningful~~that ~~protection~~the orsteps ~~commercial~~we ~~advantage.~~have Wetaken ~~may be required~~ to ~~narrow~~protect our ~~claims~~intellectual inproperty ~~our~~will ~~patent applications and our issued patents may~~ be ~~challenged,~~adequate ~~invalidated, circumvented or rendered unenforceable. If we fail~~ to ~~obtain~~prevent ~~issuance~~infringement of ~~patents, or~~ our ~~patent claims or other intellectual property~~ rights ~~are rendered invalid~~ or ~~unenforceable,~~misappropriation orof ~~narrowed in scope, the patent protections afforded~~ our technology could be impaired. Such impairment could negatively affect our competitive position, including by requiring us to re-design our affected products. Our software is also subject to certain protections under copyright law, though it may also be protected as a trade ~~secret. However~~secrets, aor ~~significant~~that ~~portion of our technology is not patented, and~~ we ~~may~~will be ~~unable~~able orto ~~may~~secure ~~not~~appropriate ~~seek~~permissions toor ~~obtain~~protections ~~patent protection~~ for ~~this~~all ~~technology.~~of ~~Moreover, existing U.S. legal standards relating to~~ the ~~validity,~~ ~~enforceability and scope of protection of~~ intellectual property rights ~~offer~~we ~~only~~use ~~limited~~or ~~protection,~~claim ~~may not provide us with any competitive advantages, and our~~ rights ~~may be challenged by third parties. These laws are subject~~ to ~~change at any time, which could restrict our ability to protect our intellectual property rights~~. In addition, effective patent, trademark and trade secret protection may be unavailable or limited for some of our intellectual property, including our proprietary technology and know-how. The laws of countries other than the U.S. may be even less protective of our intellectual property rights.

Although we seek to enter into agreements, including confidentiality, non-disclosure and intellectual property assignment agreements, with parties who have access to our intellectual property and proprietary technology, such as our employees, contractors, consultants, and other third parties, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. In addition, such agreements may be breached, may not be self-executing, may be difficult to enforce, or we may fail to enter into such agreements with all relevant individuals and entities. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products or otherwise obtain and use our intellectual property. Despite our efforts to protect our intellectual property and proprietary technology, if one or more of these employees leaves our employment to work for one of our competitors, then they may intentionally or unintentionally disseminate this proprietary information Such dissemination may damage our competitive position, and we may become subject to claims challenging the inventorship or ownership of our intellectual property, or claims that former employees, collaborators or other third parties have an ownership interest in our intellectual property. Additionally, we may become subject to claims that current or former employees, contractors, consultants and other third parties engaged by us for development of intellectual property misappropriated intellectual property rights from their previous employers. Accordingly, we cannot guarantee that the steps we have taken to protect our intellectual property will be adequate to prevent infringement of our rights or misappropriation of our trade secrets, or that we will be able to secure appropriate permissions or protections for all of the intellectual property rights we use or claim rights to.

Further, third parties may create new products, processes or other technologies that achieve similar or better results without infringing upon patents we own, which could have an adverse effect on our sales or market position. Accordingly, even if we successfully maintain the confidentiality of our trade secrets, technology and other proprietary information, competitors may independently develop products, technologies or processes that are substantially equivalent or superior to our own. Therefore, we cannot be sure that the actions we have taken to establish and protect our trade secrets and other intellectual property rights will adequately protect us.

If we fail to protect our intellectual property and other proprietary rights, then our business, results of operations or financial condition could be materially harmed. From time to time, we may initiate lawsuits to protect our intellectual property and other proprietary technology. Pursuing these claims may be time consuming and expensive and could adversely impact our results of operations.

In addition, affirmatively defending our intellectual property rights and investigating whether any of our products or services violate the rights of others may entail significant expense. Our intellectual property rights may be challenged by others or invalidated through administrative processes or litigation. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, then the proceedings could result in significant expense to us and divert the attention and efforts of our management and technical employees, even if we prevail.

property or other proprietary rights of others, then the proceedings could result in significant expense to us and divert the attention and efforts of our management and technical employees, even if we prevail.

Further, obtaining and maintaining patent, trademark, and copyright protection can be costly. We may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions. It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology or that we will lose protection for failing to comply with all procedural, documentary, payment and other obligations during the patent prosecution process.

We license certain technology and intellectual property from third parties, and these agreements may be terminated by our licensors, which could materially harm our ability to continue offering our technologies.

We have licensed, and may license in the future, patents and other intellectual property rights from third parties, and the licenses we receive to such intellectual property rights may not provide exclusive or unrestricted rights in all fields of use and in all territories in which we may wish to develop or commercialize our products in the future, and may restrict our rights to offer certain products in certain markets or impose other obligations on us in exchange for our rights to the licensed intellectual property. If we violate the terms of any of our license agreements, a licensor may have the right to terminate our license. Even if we comply with all the terms of a license agreement, we cannot guarantee that we will be able to renew an agreement when it expires even if we desire to do so. The failure to maintain or renew our material license agreements could result in a loss of revenue and negatively impact our results of operations. We also grant licenses to third parties which allow third parties the right to use certain of our intellectual property rights. While we attempt to ensure that our intellectual property rights are protected when entering into business relationships, third parties may take actions that could materially and adversely affect our rights in or the value of our intellectual property rights.

We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time consuming and limit our ability to use certain technologies in the future.

We may become subject to claims or legal proceedings alleging our business or intellectual property infringes, misappropriates or otherwise violates the intellectual property rights of third parties. Defending against, or otherwise addressing, any such claims, regardless of their merit, could be time-consuming and expensive, and could divert our management’s attention away from the execution of our business plan. Moreover, any settlement or adverse judgment resulting from such claims could require us to pay substantial amounts or cross-license or otherwise obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to: obtain from the third party asserting the claim a license on commercially reasonable terms, if at all; modify, redesign, undertake workarounds or substantial reengineering or develop alternative technology on a timely or cost-effective basis, if at all; or obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected product. These risks have been amplified by the increase in third parties whose sole or primary businesses are to assert such claims. An adverse determination could prevent us from offering our products to others. Infringement claims asserted against us may have an adverse effect on our business, results of operations or financial condition.

against, or otherwise addressing, any such claims, regardless of their merit, could be time-consuming and expensive, and could divert our management’s attention away from the execution of our business plan. Moreover, any settlement or adverse judgment resulting from such claims could require us to pay substantial amounts or cross-license or otherwise obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to: obtain from the third party asserting the claim a license on commercially reasonable terms, if at all; modify, redesign, undertake workarounds or substantial reengineering or develop alternative technology on a timely or cost-effective basis, if at all; or obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected product. These risks have been amplified by the increase in third parties whose sole or primary businesses are to assert such claims. An adverse determination could prevent us from offering our products to others. Infringement claims asserted against us may have an adverse effect on our business, results of operations or financial condition.

Our use of open-source software could compromise the proprietary nature of our software and expose us to other legal liabilities and technological risks.

Part of our proprietary software incorporates open-source software, and we expect to continue to incorporate open-source software in our business in the future. Few of the licenses applicable to open-source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. Certain open-source licenses may give rise to requirements to disclose or license our proprietary source code or make available any derivative works or modifications of the open source software on unfavorable terms or at no cost, and we may be subject to such terms if such open source software is combined, linked, or otherwise integrated with our proprietary software in certain ways. We have implemented policies relating to our use of open-source software that are designed to mitigate the risk of subjecting our proprietary code to these restrictions. However, we cannot be certain that we use open-source software in a manner that is consistent with such policies. If we fail to comply with our policies, or if our policies are flawed, we may be subject to certain requirements, including requirements that we offer our software that incorporates or links to the open-source software at a reduced cost or for free, or that we make available the proprietary source code for such software to the general public. If a third party were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages and required to comply with onerous conditions or restrictions on the use of our proprietary software. In any of these events, we could be required to seek licenses from third parties and pay royalties in order to continue using the open source software necessary to operate our business or we could be required to discontinue use of our services and other software in the event re-engineering cannot be accomplished on a timely basis. Any of the foregoing could require us to devote additional R&D resources to re-engineer our services, could result in customer dissatisfaction, could allow our competitors to create similar platforms with lower development effort and time and may adversely affect our business, financial condition, and results of operations.

70In addition, the use of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide support, warranties, controls on origin of the software, indemnification, or other contractual protections regarding infringement claims or the quality of the code. We cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with usage of open-source software, such as the lack of warranties or assurance of title, cannot be eliminated and could, if not properly addressed, negatively affect our business. To the extent that our proprietary software depends upon the successful and secure operation of the open source software we use, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our software, delay the introduction of new technological capabilities, result in a failure of our technologies, and injure our reputation. For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks and make our systems more vulnerable to data breaches or security attacks. In addition, the

~~licenses~~public ~~may~~availability ~~give rise to requirements to disclose or license our proprietary source code or make available any derivative works or modifications~~ of ~~the open source software on unfavorable terms or at no cost, and we may be subject to~~ such ~~terms if such open source~~ software is combined, linked, or otherwise integrated with our proprietary software in certain ways. We have implemented policies relating to our use of open-source software that are designed to mitigate the risk of subjecting our proprietary code to these restrictions. However, we cannot be certain that we use open-source software in a manner that is consistent with such policies. If we fail to comply with our policies, or if our policies are flawed, we may ~~be subject to certain requirements, including requirements that we offer our software that incorporates or links to the open-source software at a reduced cost or for free, or that we~~ make ~~available~~it ~~the~~easier ~~proprietary source code~~ for ~~such~~others ~~software~~ to ~~the~~compromise general public. If a third party were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages and required to comply with onerous conditions or restrictions on the use of our ~~proprietary software~~platform. In any of these events, we could be required to seek licenses from third parties and pay royalties in order to continue using the open source software necessary to operate our business or we could be required to discontinue use of our services and other software in the event re-engineering cannot be accomplished on a timely basis. Any of the foregoing ~~could~~would ~~require~~have usa tonegative ~~devote~~effect ~~additional~~on ~~R&D resources to re-engineer~~ our ~~services, could result in customer dissatisfaction, could allow our competitors to create similar platforms with lower development effort and time and may adversely affect our~~ business, financial condition, and results of operations.

In addition, the use of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide support, warranties, controls on origin of the software, indemnification, or other contractual protections regarding infringement claims or the quality of the code. We cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with usage of open-source software, such as the lack of warranties or assurance of title, cannot be eliminated and could, if not properly addressed, negatively affect our business. To the extent that our proprietary software depends upon the successful and secure operation of the open source software we use, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our software, delay the introduction of new technological capabilities, result in a failure of our technologies, and injure our reputation. For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks and make our systems more vulnerable to data breaches or security attacks. In addition, the public availability of such software may make it easier for others to compromise our platform. Any of the foregoing would have a negative effect on our business, financial condition, and results of operations.

Intellectual property rights do not necessarily address all potential threats.

The degree of future protection afforded by our intellectual property and other proprietary rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

•

we might not have been the first to invent the inventions covered by our patent portfolio;

•

we might not have been the first to file the patent applications covering our patent portfolio or future patents;

•

it is possible that any patent applications we may file in the future will not lead to issued patents;

•

others may have access to intellectual property rights which have been licensed to us on a non-exclusive basis;

•

the use of AI may result in the loss of intellectual property rights and raise complex compliance, intellectual property and other issues;

•

our competitors might conduct R&D activities in countries where we do not have patent rights, or in countries where R&D safe harbor laws exist, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

•

we may choose not to file a patent for certain inventions, instead choosing to rely on trade secret protection or know-how, and a third party may independently develop such invention and subsequently file a patent covering such invention; and

•

the patents of third parties or pending or future applications of third parties, if issued, may have an adverse effect on our business.

Should any of these events occur, it could significantly harm our business, financial condition and results of operations.

Risks Relating to Securities Markets and Investment in Our Stock

We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.

We operate in emerging and rapidly evolving markets, which makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, then we may need additional financing to pursue our business strategies, including to:

•

hire additional engineers and other critical personnel;

•

develop new or enhance existing products and services;

•

enhance our operating infrastructure;

•

fund working capital requirements;

•

acquire complementary businesses or technologies; or

•

otherwise respond to competitive pressures.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders. We have obtained capital from our Credit Facilities. We cannot assure you that additional financing will be available on terms favorable to us, or at all. Our current Credit Facilities contain, and future debt financing may contain, covenants or other provisions that limit our operational or financial flexibility. In addition, certain of our customers require that we obtain letters of credit to support our obligations under some of our contracts.

preferences or privileges senior to those of existing stockholders. We have obtained capital from our Credit Facilities. We cannot assure you that additional financing will be available on terms favorable to us, or at all. Our current Credit Facilities contain, and future debt financing may contain, covenants or other provisions that limit our operational or financial flexibility. In addition, certain of our customers require that we obtain letters of credit to support our obligations under some of our contracts.

Significant inflation could adversely affect our business and financial results.

Although historically our operations have not been materially affected by inflation and we have been successful in adjusting prices to our customers to reflect changes in our material and labor costs, the rate of current inflation and resulting pressures on our costs and pricing could adversely impact our business and financial results. Inflation can adversely affect us by increasing our operating costs, including our materials, freight and labor costs, which are already under pressure due to supply chain constraints. As interest rates rise to address inflation, such increases will also impact the base rates applicable in our credit arrangements and will result in borrowed funds becoming more expensive to us over time; similar financing pressures from inflation also can have a negative impact on customers’ willingness to purchase our products in the same volumes and at the same rates as previously anticipated. In a highly inflationary environment, we may be unable to raise the sales prices of our products at or above the rate of inflation, which could reduce our profit margins having an adverse effect on our financial performance.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition.

We have, ~~and after this offering we expect that we will continue to have,~~ a significant amount of indebtedness. As of December 31, 2025, we had $259 million outstanding under the Term Loan and $0 outstanding under the Revolving Credit Facility. We intend to use a portion of the net proceeds received by us from this offering to repay $ million of outstanding borrowings under our Credit Agreement. See “Use of Proceeds.” We may also incur additional indebtedness in connection with this offering. After giving effect to ~~this offering and~~ the use of proceeds ~~therefrom~~from the IPO, on an as adjusted basis, as of ~~December~~March 31, ~~2025~~2026, our total indebtedness ~~would~~was ~~have been~~ approximately $ 258.5 million.

Our substantial indebtedness under the Credit Agreement and the New Credit Agreement (defined below), and any future indebtedness we may incur, ~~including under the New Credit Agreement,~~ could have important consequences to the holders of our common stock, including the following:

•

making it more difficult for us to satisfy our obligations with respect to our and our subsidiaries’ other debt;

•

limiting our and our subsidiaries’ ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements;

•

requiring us to dedicate a substantial portion of our cash flows to debt service payments, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

•

increasing our vulnerability to general adverse economic and industry conditions;

•

exposing us to the risk of increased interest rates, to the extent any of our borrowings are at variable rates of interest;

•

limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

•

placing us at a disadvantage compared to other, less leveraged competitors; and

•

increasing our cost of borrowing.

In addition, the Credit Agreement ~~contains,~~and ~~our~~the New Credit Agreement ~~is expected to~~ contain, and agreements governing our future borrowing may contain, restrictive covenants that limit our and certain of our subsidiaries’ ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all our debt. See “Description of Certain Indebtedness.”

We47 and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the Credit Agreement contains, and our New Credit Agreement is expected to contain, restrictions on the incurrence of additional indebtedness, these restrictions are, or are expected to be, subject to a number of qualifications and exceptions, and the amount of additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute “indebtedness” under the Credit Agreement or the New Credit Agreement.

engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all our debt. See “Description of Certain Indebtedness.”

We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the Credit Agreement and New Credit Agreement contain restrictions on the incurrence of additional indebtedness, these restrictions are, or are expected to be, subject to a number of qualifications and exceptions, and the amount of additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute “indebtedness” under the Credit Agreement or the New Credit Agreement.

We may need to refinance all or a portion of our indebtedness on or before the maturity thereof. Depending on market conditions, we may not be able to obtain such financing on commercially reasonable terms or at all. Failure to refinance our indebtedness could have an adverse effect on us.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled principal and interest payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory, and other factors, some of which are beyond our control. We cannot be sure that our business will generate sufficient cash flows from operating activities, or that future borrowings will be available, to permit us to pay the principal and interest on our indebtedness.

73If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The Credit Agreement and the New Credit Agreement restrict, and any agreement governing any debt we incur in the future may restrict, our ability to dispose of assets and use the proceeds from those dispositions and also limit our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. See “Description of Certain Indebtedness.”

conditions and to financial, business, legislative, regulatory, and other factors, some of which are beyond our control. We cannot be sure that our business will generate sufficient cash flows from operating activities, or that future borrowings will be available, to permit us to pay the principal and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The Credit Agreement restricts, and any agreement governing any debt we incur in the future may restrict, our ability to dispose of assets and use the proceeds from those dispositions and also limits our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. See “Description of Certain Indebtedness.”

Additionally, if we cannot make scheduled payments on our debt, we will be in default, and the outstanding principal amount of indebtedness thereunder may be accelerated, commitments to loan money may be terminated and/or assets securing such borrowings may be foreclosed against, as applicable in the relevant debt instrument, and we could be forced into bankruptcy or liquidation. Any of these events could result in you losing all or a portion of your investment in the common stock.

Agreements governing our current and future indebtedness will contain covenants that restrict our current and future operations, including our ability to respond to changes or to take certain actions.

The Credit Agreement ~~contains~~and the New Credit Agreement contain, and any future indebtedness agreements we enter into will likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and may limit our and our subsidiaries’ abilities to engage in acts that may be in our long-term best interest. See “Description of Certain Indebtedness.” These covenants may include restrictions on our and our subsidiaries abilities to:

•

incur additional indebtedness and guarantee indebtedness;

•

pay dividends or make other distributions or repurchase or redeem our capital stock;

•

prepay, redeem, amend or repurchase junior debt;

•

issue certain preferred stock or similar equity securities;

•

make loans and investments;

•

sell assets or property, except in certain circumstances;

•

sell or license intellectual property, except in certain circumstances;

•

incur liens;

•

dispose of our assets;

•

enter into transactions with affiliates;

•

enter into agreements restricting our subsidiaries’ ability to pay dividends; and

•

make fundamental changes in our business, corporate structure, or capital structure, including, among other things, entering into mergers, acquisitions, consolidations, and other business combinations or selling all or substantially all of our assets.

As a result of these restrictions, we may be:

•

limited in how we conduct our business;

•

unable to raise additional debt or equity financing to operate during general economic or business downturns; or

•

unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our strategy. If we incur indebtedness provided or guaranteed by the U.S. Government, we may be subject to additional restrictions on our operations, including limitations on employee headcount and compensation reductions and other cost reduction activities.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the Credit Agreement are at a variable rate of interest and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Based on amounts outstanding as of ~~December~~March 31, ~~2025~~2026, each 100 basis point change in interest rates would result in a $2.6 million net change in annual interest expense on our indebtedness under the credit facilities. Based on amounts outstanding as of December 31, ~~2024~~2025, each 100 basis point change in interest rates would result in a $2.56 million net change in annual interest expense on our indebtedness under the credit facilities. See “Description of Certain Indebtedness.”

Risks Related to Our Organizational Structure

Our principal asset is our interest in Holdings LLC, and, accordingly, we depend on distributions from Holdings LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Holdings LLC’s ability to make such distributions may be subject to various limitations and restrictions.

We are a holding company and have no material assets other than our ownership of equity interests in Holdings LLC. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes, satisfy our obligations under the Tax Receivable Agreement and pay operating expenses or declare and pay dividends, if any, in the future depends on the financial results and cash flows of Holdings LLC and its subsidiaries and distributions we receive from Holdings LLC. There can be no assurance that Holdings LLC and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in debt instruments of Holdings LLC and its subsidiaries, will permit such distributions.

~~Holdings~~49 LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. For U.S. federal income tax purposes, taxable income of Holdings LLC is allocated to the LLC Unitholders, including us. Accordingly, we incur income taxes on our distributive share of any net taxable income of Holdings LLC. Under the terms of the LLC Operating Agreement and subject to limited exceptions, Holdings LLC is obligated to make tax distributions to the LLC Unitholders, including us. In addition to tax and dividend payments, we also incur expenses related to our operations, including obligations to make payments under the Tax Receivable Agreement.

~~made~~subsidiaries asand adistributions ~~result~~we ofreceive ~~either~~from ~~(i)~~Holdings ~~any~~LLC. ~~cash~~There ~~distribution~~can bybe usno orassurance ~~(ii) any cash~~ that weHoldings ~~retain~~LLC and doits ~~not~~subsidiaries ~~distribute~~will togenerate ~~stockholders.~~sufficient Tocash ~~the~~flow ~~extent~~to ~~that we do not~~ distribute ~~such~~funds ~~excess~~to ~~cash~~us ~~as dividends~~or onthat ~~our~~applicable ~~Class~~state Alaw ~~common stock~~ and ~~instead,~~contractual ~~for example~~restrictions, ~~hold~~including ~~such~~negative ~~cash~~covenants ~~balances~~in ordebt ~~lend~~instruments ~~them~~of to Holdings LLC, ~~holders~~and ofits ~~LLC~~subsidiaries, ~~Units~~will ~~would~~permit ~~benefit from any value attributable to~~ such ~~cash balances as a result of their ownership of Class A common stock following an exchange of their LLC Units~~distributions.

Holdings LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. For U.S. federal income tax purposes, taxable income of Holdings LLC is allocated to the LLC Unitholders, including us. Accordingly, we incur income taxes on our distributive share of any net taxable income of Holdings LLC. Under the terms of the LLC Operating Agreement and subject to limited exceptions, Holdings LLC is obligated to make tax distributions to the LLC Unitholders, including us. In addition to tax and dividend payments, we also incur expenses related to our operations, including obligations to make payments under the Tax Receivable Agreement.

To the extent that Holdings LLC has available cash, we intend to cause Holdings LLC to make cash distributions to the owners of LLC Units, including us, in amounts at least sufficient to (1) fund all or part of their tax obligations and (2) cover our operating expenses, including payments under the Tax Receivable Agreement. Funds used by Holdings LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, these tax distributions in certain periods are likely to exceed AEVEX Corp.’s tax liabilities and obligations to make payments under the Tax Receivable Agreement. Our Board will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, dividends, repurchases of our Class A common stock and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. No adjustments to the redemption or exchange ratio of LLC Units for shares of Class A common stock will be made as a result of either (i) any cash distribution by us or (ii) any cash that we retain and do not distribute to stockholders. To the extent that we do not distribute such excess cash as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to Holdings LLC, holders of LLC Units would benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their LLC Units.

However, Holdings LLC’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which Holdings LLC or its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Holdings LLC or its subsidiaries insolvent. In addition, pursuant to the Bipartisan Budget Act of 2015, effective for taxable years beginning after December 31, 2017, the IRS may impute liability for adjustments to a partnership’s tax return on the partnership itself in certain circumstances, absent an election to the contrary. Holdings LLC may be subject to material liabilities pursuant to this legislation and related guidance if, for example, its calculations of taxable income are incorrect. To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid.

Conflicts of interest could arise between our stockholders and the LLC Unitholders, which may impede business decisions that could benefit our stockholders.

The LLC Unitholders, who ~~will~~are be the only holders of LLC Units other than us ~~upon consummation of this offering~~, have the right to consent to certain amendments to the LLC Operating Agreement, as well as to certain other matters. The LLC Unitholders ~~will~~ have significant rights and interests that may not align with those of our stockholders, including the right to receive substantial payments under the Tax Receivable Agreement, the ability to cause Holdings LLC to make tax distributions that may exceed their actual tax liabilities and the right to exchange LLC Units for Class A common stock, potentially resulting in dilution to our stockholders. In addition, the LLC Unitholders, through their ownership of Class B common stock and rights under the Director Designation Agreement, ~~will~~ have significant voting power and influence over our corporate governance and major transactions. The LLC Unitholders may exercise these voting rights in a manner that conflicts with the interests of our stockholders. Circumstances may arise in the future when the interests of the LLC Unitholders conflict with the interests of our stockholders. As we control Holdings LLC, we have certain obligations to the LLC Unitholders that may conflict with fiduciary duties our officers and directors owe to our stockholders. These conflicts may result in decisions that are not in the best interests of stockholders.

~~Our~~50 ~~dual class structure has the effect of concentrating economic and voting power.~~

Immediately following this offering, we will have two classes of authorized and outstanding common stock: shares of Class A common stock, par value $0.0001 per share; and shares of Class B common stock, par value $0.0001 per share.

Shares of Class A common stock and Class B common stock will vote as a single class except as otherwise required by law or our certificate of incorporation. Each outstanding share of Class A common stock and Class B common stock will be entitled to one vote on all matters to be voted on by stockholders generally. See “Description of Capital Stock.”

Upon the completion of this offering, MDP will own % of the total outstanding LLC Units of Holdings LLC, will possess voting and dispositive power over % of all shares of Class B common stock, will own % of all shares of Class A common stock and will control approximately % (or approximately % if the underwriters exercise their option to purchase additional shares of Class A common stock in full) of the voting power in AEVEX Corp. through its ownership of our Class A common stock and Class B common stock. The remaining LLC Unitholders will collectively own the remaining % of the total outstanding LLC Units of Holdings LP (including vested and unvested Class B Units) not held directly or indirectly by Holdings LLC. This means that, based on its percentage voting power controlled after the offering, MDP will control the vote of all matters submitted to a vote of our stockholders, including the election of

~~members~~arise toin ~~our~~the ~~Board.~~future ~~The~~when ~~concentration~~the ofinterests ~~ownership could deprive you~~ of anthe ~~opportunity~~LLC toUnitholders ~~receive~~conflict awith ~~premium~~the ~~for~~interests ~~your shares~~ of ~~Class~~our Astockholders. ~~common~~As ~~stock~~we ascontrol ~~part~~Holdings ofLLC, awe ~~sale~~have ofcertain usobligations ~~and~~to ~~ultimately~~the ~~might affect~~LLC ~~the~~Unitholders ~~market~~that ~~price~~may ofconflict ~~our~~with ~~Class~~fiduciary Aduties ~~common~~our ~~stock.~~officers ~~See~~and ~~“—Risks~~directors ~~Related~~owe to ~~Our~~our ~~Organizational~~stockholders. ~~Structure—MDP~~These ~~controls~~conflicts ~~us,~~may ~~and~~result ~~its~~in ~~interests~~decisions ~~may~~that ~~conflict~~are ~~with~~not ~~ours~~in orthe ~~yours~~best ininterests ~~the~~of ~~future~~stockholders.”

Our dual class structure has the effect of concentrating economic and voting power.

We have two classes of authorized and outstanding common stock: shares of Class A common stock, par value $0.0001 per share; and shares of Class B common stock, par value $0.0001 per share.

Shares of Class A common stock and Class B common stock vote as a single class except as otherwise required by law or our certificate of incorporation. Each outstanding share of Class A common stock and Class B common stock is entitled to one vote on all matters to be voted on by stockholders generally. See “Description of Capital Stock.”

Upon the completion of this offering, MDP will own 70.0% of the total outstanding LLC Units of Holdings LLC, will possess voting and dispositive power over 100% of all shares of Class B common stock, will own 40.2% of all shares of Class A common stock and will control approximately 70.0% (or approximately 68.9% if the underwriters exercise their option to purchase additional shares of Class A common stock in full) of the voting power in AEVEX Corp. through its ownership of our Class A common stock and Class B common stock. The remaining LLC Unitholders will collectively own the remaining 30.0% of the total outstanding LLC Units of Holdings LLC (including vested and unvested Class B Units) not held directly or indirectly by Holdings LLC. This means that, based on its percentage voting power controlled after the offering, MDP will control the vote of all matters submitted to a vote of our stockholders, including the election of members to our Board. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of us and ultimately might affect the market price of our Class A common stock. See “—Risks Related to Our Organizational Structure—MDP controls us, and its interests may conflict with ours or yours in the future.”

Further, LLC Unitholders have the right to consent to certain amendments to the LLC Operating Agreement, as well as to certain other matters. Holders of these voting rights may exercise them in a manner that conflicts with the interests of our stockholders. These conflicts may result in decisions that are not in the best interests of stockholders. See “—Conflicts of interest could arise between our stockholders and the LLC Unitholders, which may impede business decisions that could benefit our stockholders.”

The Tax Receivable Agreement requires us to make cash payments to the LLC Unitholders in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

Pursuant to the Tax Receivable Agreement, we ~~will~~are be required to make cash payments to the TRA Rights Holders equal to 85% of certain tax savings (calculated using certain assumptions), if any, that we actually realize, or, in some circumstances, are deemed to realize, as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to ~~this~~the ~~offering~~IPO, including existing tax basis and our allocable share of existing tax basis acquired in connection with ~~this~~the ~~offering~~IPO and increases to such allocable share of existing tax basis, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. We retain the benefit of the remaining 15% of these cash savings, if any. If the Tax Receivable Agreement terminates early, we could be required to make a substantial, immediate lump-sum payment.

We51 expect that the payments we may make under the Tax Receivable Agreement could be substantial. For example, if we acquire all of the Class B Units held by the TRA Rights Holders in taxable transactions as of this offering, based on an initial public offering price of $ per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and on certain assumptions, including that (i) there are no material changes in relevant tax law and (ii) we earn sufficient taxable income in each year to realize on a current basis all tax benefits that are subject to the Tax Receivable Agreement, we would expect that the resulting reduction in tax payments for us, as determined for purposes of the Tax Receivable Agreement, would aggregate to approximately $ million, substantially all of which would be realized over the next 15 years, and we would be required to pay to the TRA Rights Holders 85% of such amount, or $ million, over the same period. These amounts have been prepared for informational purposes only. The actual amounts may differ materially from the amounts set forth above because the potential future reductions in our tax payments, as determined for purposes of the Tax Receivable Agreement, and the payment we will be required to make under the Tax Receivable Agreement, will each depend on a number of factors, including the market value of our Class A common stock at the time of the exchange or purchase, the prevailing federal tax rates applicable to us over the life of the Tax Receivable Agreement (as well as the assumed combined state and local tax rate), the amount and timing of the taxable income that we generate in the future and the extent to which future exchanges or purchases of LLC Units are taxable transactions. See “Organizational Structure—Tax Receivable Agreement and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

We expect that the payments we may make under the Tax Receivable Agreement ~~are~~could ~~not~~be ~~conditioned~~substantial. ~~upon~~For example, if we acquired all of the Class B Units held by the TRA Rights Holders ~~maintaining~~in ataxable ~~continued~~transactions ~~ownership~~as ~~interest~~of inthis ~~Holdings~~offering, ~~LLC~~based oron usan assumed public offering price of $38.47 per ~~There~~share, which is the closing sales price of our shares of Class A common stock on NYSE on May 29, 2026, and on certain other assumptions, including that (i) there are no ~~maximum~~material ~~term~~changes ~~for~~in relevant tax law and (ii) we earn sufficient taxable income in each year to realize the tax benefits subject to the Tax Receivable Agreement, we would recognize an incremental deferred tax asset of approximately $660.5 million (which will be realized over 15 years) and a noncurrent TRA liability of approximately $561.4 million. These amounts have been prepared for informational purposes only. The actual amounts may differ materially from the ~~obligation~~amounts toset ~~make~~forth above because the potential future reductions in our tax payments, as determined for purposes of the Tax Receivable Agreement, and the payment we will be required to make under the ~~TRA~~Tax ~~Rights~~Receivable ~~Holders~~Agreement, will ~~terminate~~each ~~when~~depend ~~all~~on a number of factors, including the market value of our Class A common stock at the time of the exchange or purchase, the prevailing federal tax ~~benefits~~rates ~~payable~~applicable to ~~the~~us ~~TRA~~over ~~Rights~~the ~~Holders~~life ~~under~~of the Tax Receivable Agreement ~~have~~(as ~~been~~well ~~paid~~as the assumed combined state and local tax rate), the amount and timing of the taxable income that we generate in ~~full~~the future and the extent to which future exchanges or purchases of LLC Units are taxable transactions. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which tax reporting positions will be based on the advice of our tax advisors. Any payments made by us to the TRA Rights Holders under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. The payments under the Tax Receivable Agreement are not conditioned upon the TRA Rights Holders maintaining a continued ownership interest in Holdings LLC or us. There is no maximum term for the Tax Receivable Agreement, and the obligation to make payments to the TRA Rights Holders will terminate when all tax benefits payable to the TRA Rights Holders under the Tax Receivable Agreement have been paid in full.

In addition, the TRA Rights Holders will not reimburse us for any payments previously made if such tax basis increases or other tax benefits are subsequently disallowed by the IRS. Such amounts may reduce our future obligations, if any, under the Tax Receivable Agreement; however, a challenge to any tax benefits initially claimed by us may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments, if any, we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments from which to net against. As a result, in such circumstances we could make payments to the TRA Rights Holders under the Tax Receivable Agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could negatively impact our liquidity.

Finally, because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of Holdings LLC to make distributions to us. We currently anticipate that Holdings LLC will use cash flows generated from our operations to fund tax distributions to us to enable us to make any required payments under the Tax Receivable Agreement. Our obligations under the Tax Receivable Agreement will also apply with respect to any person that becomes a party to the Tax Receivable Agreement in the future.

The amounts that we may be required to pay to certain of our existing direct and indirect owners under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

If the Tax Receivable Agreement terminates early, we could be required to make a substantial, immediate lump-sum payment. The Tax Receivable Agreement provides that (1) in the event that we breach any of our material obligations under the Tax Receivable Agreement, (2) upon certain changes of control or (3) if, with the written approval of a majority of our independent directors, we elect an early termination of the Tax Receivable Agreement, our obligations under the Tax Receivable Agreement (whether or not all LLC Units have been exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the tax attributes subject to the Tax Receivable Agreement. These provisions in the Tax Receivable Agreement may result in situations where the TRA Rights Holders have interests that differ from or are in addition to those of our other stockholders. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that we will be able to fund our obligations under the Tax Receivable Agreement.

We may not be able to realize all or a portion of the tax benefits that are currently expected to result from the tax attributes covered by the Tax Receivable Agreement and from payments made under the Tax Receivable Agreement.

Our ability to realize the tax benefits that we currently expect to be available as a result of the attributes covered by the Tax Receivable Agreement, the payments made pursuant to the Tax Receivable Agreement, and the interest deductions imputed under the Tax Receivable Agreement all depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. Additionally, if our actual taxable income were insufficient or there were additional adverse changes in applicable law or regulations, we may be unable to realize all or a portion of the expected tax benefits and our cash flows and stockholders’ equity could be negatively affected. ~~See “Organizational Structure—Tax Receivable Agreement.”~~

In certain circumstances, Holdings LLC will be required to make distributions to us and the LLC Unitholders and the distributions may be substantial.

Holdings LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to its members, including us. To the extent Holdings LLC has available cash, we intend to cause Holdings LLC to make tax distributions to the LLC Unitholders (including us), generally on a pro rata basis, at certain assumed rates. Funds used by Holdings LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, these tax distributions may be substantial, and will likely exceed (as a percentage of Holdings LLC’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. As a result, it is possible that we will receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. While our Board may choose to distribute such cash balances as dividends on our Class A common stock, they will not be required to do so, and may in their sole discretion choose to use such excess cash for any purpose depending upon the facts and circumstances at the time of determination. See “Dividend Policy.”

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

We are subject to income taxes in various jurisdictions. Our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•

changes in the valuation of our deferred tax assets and liabilities;

•

expected timing and amount of the release of any tax valuation allowances;

•

expiration of, or detrimental changes in, R&D tax credit laws; or

•

changes in tax laws, regulations or interpretations thereof.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state, local and foreign authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if it (1) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

As the sole managing member of Holdings LLC, we ~~will~~ control and manage Holdings LLC. On that basis, we believe that our interest in Holdings LLC is not an “investment security” under the 1940 Act. Therefore, we have less than 40% of the value of our total assets (exclusive of U.S. Government securities and cash items) in “investment securities.” However, if we were to lose the right to manage and control Holdings LLC, interests in Holdings LLC could be deemed to be “investment securities” under the 1940 Act.

We intend to conduct our operations so that we will not be deemed to be an investment company. However, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material effect on our business, financial condition, results of operations, cash flows and prospects.

our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material effect on our business, financial condition, results of operations, cash flows and prospects.

Risks Related to Our Class A Common Stock and This Offering

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”

As a public company, we will incur incremental legal, governance, accounting and other expenses. We ~~will~~are ~~become~~ subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act, the listing requirements of NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our ~~systems~~ and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition, results of operations, cash flows and prospects. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert our management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition, results of operations, cash flows and prospects. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems ~~to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules~~ and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition, results of operations, cash flows and prospects. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert our management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition, results of operations, cash flows and prospects. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, which could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

MDP controls us, and its interests may conflict with ours or yours in the future.

Immediately following this offering, investment entities affiliated with MDP will control approximately 70.0% of the voting power of our outstanding common stock, or 68.9% if the underwriters exercise in full their option to purchase additional shares, which means that, based on its percentage voting power controlled after the offering, MDP will control the vote of all matters submitted to a vote of our stockholders. This control will enable MDP to control the election of the members of the Board and all other corporate decisions. Even when MDP ceases to control a majority of the total voting power, for so long as MDP continues to own a significant percentage of our common stock, MDP will still be able to significantly influence the composition of our Board and the approval of actions requiring stockholder approval. Accordingly, for such period of time, MDP will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers, decisions on whether to raise future capital and amending our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as MDP continues to own a significant percentage of our common stock, MDP will be able to cause or prevent a change of control of us or a change in the composition of our Board and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of us and ultimately might affect the market price of our Class A common stock.

80In addition, we entered into a Director Designation Agreement with MDP that provides MDP the right to designate to the Board a number of designees equal to at least: (i) 100% of the total number of directors comprising the Board, so long as MDP beneficially owns shares of Class A common stock representing at least 40% of the total amount of shares of Class A common stock it beneficially owns as of the date of the IPO, (ii) 40% of the total number of directors, in the event that MDP beneficially owns shares of Class A common

~~continues~~stock torepresenting ~~own~~at aleast ~~significant~~30% ~~percentage~~but ofless ~~our~~than ~~common~~40% ~~stock,~~of ~~MDP~~the ~~will~~total ~~still~~amount beof ~~able~~shares toof ~~significantly~~Class A ~~influence~~common ~~the~~stock ~~composition~~it ofowns ~~our~~as ~~Board~~of ~~and~~ the ~~approval~~date of ~~actions~~the ~~requiring~~IPO, ~~stockholder approval.~~(iii) ~~Accordingly,~~30% ~~for~~of ~~such~~the ~~period~~total number of ~~time~~directors, ~~MDP~~in ~~will~~the ~~have~~event ~~significant~~that ~~influence~~MDP ~~with~~beneficially ~~respect~~owns toshares ~~our~~of ~~management,~~Class A ~~business~~common ~~plans~~stock ~~and~~representing ~~policies,~~at ~~including~~least ~~the~~20% ~~appointment~~but ~~and~~less ~~removal~~than 30% of ~~our~~the ~~officers,~~total ~~decisions~~amount onof ~~whether~~shares toof ~~raise~~Class A ~~future~~common ~~capital~~stock ~~and amending~~it ~~our~~owns ~~charter~~as ~~and~~of ~~bylaws,~~the ~~which~~date ~~govern~~of the ~~rights~~IPO, ~~attached~~(iv) to20% ~~our~~of ~~common~~the ~~stock.~~total Innumber ~~particular~~of directors, ~~for~~in sothe ~~long~~event asthat MDP ~~continues~~beneficially toowns ~~own~~shares ~~a significant percentage~~ of ~~our~~Class A common stock, ~~MDP~~representing ~~will~~at beleast ~~able~~10% tobut ~~cause~~less orthan ~~prevent~~20% aof ~~change~~the total amount of ~~control~~shares of usClass A ~~or a~~common ~~change~~stock inand Class B common stock it owns as of the ~~composition~~date of ~~our~~the ~~Board~~IPO and ~~could~~(v) one ~~preclude~~director, ~~any~~in ~~unsolicited~~the ~~acquisition~~event ofthat ~~us.~~MDP ~~The~~beneficially ~~concentration~~owns shares of ~~ownership~~Class A ~~could~~common ~~deprive~~stock ~~you~~representing ofat anleast ~~opportunity~~5% toof ~~receive~~the atotal ~~premium~~amount ~~for~~of ~~your~~ shares of Class A common stock asit ~~part~~owns as of athe ~~sale~~date of the IPO. The Director Designation Agreement also provides that MDP may assign such right to an MDP affiliate. The Director Designation Agreement prohibits us ~~and~~from ~~ultimately~~increasing ~~might~~or ~~affect~~decreasing the ~~market~~size ~~price~~ of our ~~Class A~~Board ~~common~~without ~~stock~~the prior written consent of MDP. See “Certain Relationships and Related Party Transactions—Director Designation Agreement” for more details with respect to the Director Designation Agreement.

~~In addition, in connection with this offering, we will enter into a Director Designation Agreement with~~ MDP ~~that~~and ~~provides~~its ~~MDP~~affiliates ~~the~~engage ~~right~~in ~~to designate to the Board~~ a ~~number~~broad spectrum of ~~designees~~activities, ~~equal~~including toinvestments atin ~~least:~~our ~~(i)~~industry ~~100%~~generally. ofIn the ~~total~~ordinary ~~number~~course of ~~directors~~their ~~comprising~~business ~~the Board~~activities, ~~so long as~~ MDP ~~beneficially~~and ~~owns shares~~its ofaffiliates ~~Class A~~may ~~common~~engage ~~stock~~in ~~representing~~activities atwhere ~~least~~their ~~40%~~interests ofconflict ~~the~~with ~~total~~our ~~amount~~interests ofor ~~shares~~those of ~~Class A~~our ~~common~~other ~~stock~~stockholders, itsuch ~~beneficially owns~~ as ofinvesting ~~the~~in ~~date~~or ofadvising ~~this~~businesses ~~offering,~~that ~~(ii)~~directly ~~40%~~or ofindirectly ~~the~~compete ~~total~~with ~~number~~certain ofportions ~~directors, in the event that MDP beneficially owns shares~~ of ~~Class A~~our ~~common~~business ~~stock~~or ~~representing~~are atsuppliers ~~least~~or ~~30%~~customers ~~but less than 40%~~ of ~~the~~ours. ~~total~~Our ~~amount~~certificate of ~~shares~~incorporation ofprovides ~~Class A~~that ~~common~~none ~~stock it owns as~~ of ~~the date of this offering~~MDP, ~~(iii)~~any ~~30%~~ of ~~the~~its ~~total~~affiliates ~~number~~or ofany ~~directors,~~director inwho ~~the event~~is ~~that~~not ~~MDP~~employed ~~beneficially~~by ~~owns~~us ~~shares~~(including ofany ~~Class A~~non-employee ~~common~~director ~~stock~~who ~~representing~~serves atas ~~least~~one ~~20%~~of ~~but~~our ~~less~~officers ~~than~~in ~~30%~~both ofhis ~~the~~or ~~total~~her ~~amount~~director ofand ~~shares~~officer ofcapacities) ~~Class A~~or ~~common~~its ~~stock~~affiliates itwill ~~owns~~have asany ofduty ~~the~~to ~~date~~refrain offrom ~~this offering~~engaging, ~~(iv)~~directly ~~20%~~or ~~of the total number of directors~~indirectly, in the ~~event~~same ~~that~~business ~~MDP~~activities ~~beneficially~~or ~~owns~~similar ~~shares~~business ofactivities ~~Class A~~or ~~common~~lines ~~stock~~of ~~representing~~business atin ~~least~~which ~~10%~~we ~~but~~operate. ~~less~~MDP ~~than~~also ~~20%~~may ofpursue ~~the~~acquisition ~~total~~opportunities ~~amount~~that ofmay ~~shares~~be ofcomplementary ~~Class A~~to ~~common~~our ~~stock~~business, and, ~~Class B common stock it owns~~ as ofa ~~the date of this offering and (v) one director~~result, inthose ~~the~~acquisition ~~event~~opportunities ~~that~~may ~~MDP~~not ~~beneficially~~be ~~owns~~available ~~shares~~to ~~of Class A common stock representing at least 5% of the total amount of shares of Class A common stock it owns as of the date of this offering~~us. ~~The Director~~In ~~Designation~~addition, ~~Agreement will also provide that~~ MDP may ~~assign~~have ~~such right to~~ an ~~MDP~~interest ~~affiliate.~~in ~~The~~pursuing ~~Director~~acquisitions, ~~Designation~~divestitures ~~Agreement~~and ~~will~~other ~~prohibit~~transactions usthat, ~~from~~in ~~increasing~~its orjudgment, ~~decreasing~~could ~~the~~enhance ~~size~~its ofinvestment, ~~our~~even ~~Board~~though ~~without~~such ~~the~~transactions ~~prior~~might ~~written~~involve ~~consent~~risks ofto ~~MDP. See~~you ~~“Certain~~or ~~Relationships~~may ~~and~~not ~~Related~~prove ~~Party Transactions—Director Designation Agreement” for more details with respect to the Director Designation Agreement~~beneficial.

~~MDP~~We ~~and~~are ~~its~~a ~~affiliates~~“controlled ~~engage~~company” inwithin athe ~~broad~~meaning ~~spectrum~~ of ~~activities, including investments in our industry generally. In~~ the ~~ordinary~~rules ~~course~~ of ~~their~~ ~~business~~NYSE ~~activities~~and, ~~MDP~~as ~~and~~a ~~its~~result, ~~affiliates~~we ~~may~~qualify ~~engage~~for, inand ~~activities~~intend ~~where~~to ~~their~~rely ~~interests conflict with our interests or those of our other stockholders~~on, ~~such~~exemptions asfrom ~~investing in or advising businesses that directly or indirectly compete with~~ certain ~~portions~~corporate ofgovernance ~~our business or are suppliers or customers of ours~~requirements. ~~Our~~You ~~certificate of incorporation to be effective at or prior to the consummation of this offering~~ will ~~provide that none of MDP, any of its affiliates or any director who is~~ not ~~employed~~ ~~by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or its affiliates will~~ have ~~any duty to refrain from engaging, directly or indirectly, in~~ the same ~~business~~protections ~~activities or similar business activities or lines of business in which we operate. MDP also may pursue acquisition opportunities that may be complementary to our business, and,~~ as ~~a result,~~ those ~~acquisition opportunities~~afforded ~~may not be available~~ to ~~us.~~stockholders Inof ~~addition,~~companies ~~MDP may have an interest in pursuing acquisitions, divestitures and other transactions~~ that, inare ~~its~~subject ~~judgment,~~to ~~could enhance its investment, even though~~ such ~~transactions~~governance ~~might involve risks to you or may not prove beneficial~~requirements.

~~Upon~~MDP ~~listing~~controls a majority of ~~our~~the ~~shares~~voting power of ~~Class A~~our outstanding common stock. onAs ~~NYSE~~a result, we ~~will~~are be a “controlled company” within the meaning of the ~~rules~~corporate governance standards of NYSE. ~~and,~~Under asthese rules, a ~~result,~~company weof ~~will~~which ~~qualify~~more ~~for,~~than ~~and~~50% ~~intend~~of tothe ~~rely~~voting ~~on,~~power ~~exemptions~~for ~~from~~the ~~certain~~election ~~corporate~~of ~~governance~~directors ~~requirements.~~is ~~You~~held ~~will~~by ~~not~~an ~~have~~individual, ~~the~~group ~~same~~or ~~protections~~another ascompany ~~those~~is ~~afforded~~a to“controlled ~~stockholders~~company” ofand ~~companies that~~may ~~are~~elect ~~subject~~not to ~~such~~comply with certain corporate governance requirements., including:

After completion of this offering, MDP will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate

governance standards of NYSE. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

•

the requirement that a majority of our Board consist of independent directors;

•

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

We do not intend to utilize this exemption ~~immediately~~currently ~~following this offering~~ but may do so in the future. As a result, we may not have a majority of independent directors on our Board. In addition, our Compensation and Nominating Committee may not consist entirely of independent directors or be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

~~We may~~56 ~~allocate the net proceeds from this offering in ways that you and other stockholders may not approve.~~

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations. If our internal control over financial reporting is not effective, it may adversely affect investor confidence in us and the price of our common stock.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on our internal control over financial reporting.

Additionally, the existence of any material weakness in internal control over financial reporting may require management to devote significant time and incur significant expense to remediate any such material weaknesses and management may not be able to remediate any such material weaknesses in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements and cause us to fail to meet our reporting obligations, and may cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and the price of our Class A common stock. To comply with the requirements of being a public company, we may need to undertake various costly and time-consuming actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff which may adversely affect our business, financial position and results of operations.

We regularly make improvements to our platform to maintain and enhance our competitive position. In the future, we may implement new offerings and engage in business transactions, such as acquisitions, reorganizations or implementation of new information systems. These factors require us to develop and maintain our internal controls, processes and reporting systems, and we expect to incur ongoing costs in this effort. We may not be successful in developing and maintaining effective internal controls, and any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods.

We are an “emerging growth company,” and we expect to elect to comply with reduced public company reporting requirements, which could make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we are eligible for certain exemptions from various public company reporting requirements. These exemptions include, but are not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years after the first sale of our Class A common stock pursuant to an effective registration statement under the Securities Act. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we would cease to be an emerging growth company prior to the end of such five-year period. We have made certain elections with regard to the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced disclosure obligations in future filings. As a result, the information that we provide to holders of our common stock may be different than you might receive from other public reporting companies in which you hold equity interests. We cannot predict if investors will find our Class A common stock less attractive as a result of reliance on these exemptions. If some investors find our Class A common stock less attractive as a result of any choice we make to reduce disclosure, there may be a less active trading market for our Class A common stock and the market price for our Class A common stock may be more volatile.

~~The~~57 JOBS Act also permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are electing to take advantage of this extended transition period for complying with new or revised accounting standards provided for by the JOBS Act. We will therefore comply with new or revised accounting standards when they apply to private companies. As a result, our financial statements may not be comparable with companies that comply with public company effective dates for accounting standards.

The JOBS Act also permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to take advantage of this extended transition period for complying with new or revised accounting standards provided for by the JOBS Act. We will therefore comply with new or revised accounting standards when they apply to private companies. As a result, our financial statements may not be comparable with companies that comply with public company effective dates for accounting standards.

Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

In addition to MDP’s beneficial ownership of 70.5% of our common stock after this offering (or 69.5%, if the underwriters exercise in full their option to purchase additional shares), our certificate of incorporation and bylaws ~~to be effective at or prior to the consummation of this offering~~ and the Delaware General Corporation Law (the “DGCL”) contain provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. Among other things:

•

these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of stockholders;

•

these provisions provide for a classified board of directors with staggered three-year terms;

•

these provisions provide that, at any time when MDP controls, in the aggregate, less than 40% of the outstanding shares of our Class A common stock, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class;

•

these provisions prohibit stockholder action by written consent from and after the date on which MDP controls, in the aggregate, less than 35% in voting power of our stock entitled to vote generally in the election of directors;

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these provisions provide that for as long as MDP controls, in the aggregate, at least 40% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our stockholders will require the affirmative vote of a majority in voting power of the outstanding shares of our capital stock and at any time when MDP controls, in the aggregate, less than 40% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our stockholders will require the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and

•

these provisions establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings; provided, however, at any time when MDP controls, in the aggregate, at least 10% in voting power of our stock entitled to vote generally in the election of directors, such advance notice procedure will not apply to MDP.

We ~~will~~have ~~opt~~opted out of Section 203 of the DGCL (“Section 203”), which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder. However, our certificate of incorporation tocontains ~~be effective in connection with the closing of this offering will contain~~ a provision that provides us with protections similar to Section 203, and will prevent us from engaging in a business combination with a person (excluding MDP and any of its direct or indirect transferees and any group as to which such persons are a party) who acquires at least 85% of our common stock for a period of three years from the date such person acquired such common stock, unless board or stockholder approval is obtained prior to the acquisition. See “Description of Capital Stock—Anti-Takeover Provisions.” These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our Class A common stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

common stock for a period of three years from the date such person acquired such common stock, unless board or stockholder approval is obtained prior to the acquisition. See “Description of Capital Stock—Anti-Takeover Provisions.” These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our Class A common stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our Board or initiate actions that are opposed by our then-current Board, including actions to delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our Class A common stock and limit opportunities for you to realize value in a corporate transaction.

For information regarding these and other provisions, see “Description of Capital Stock.”

84Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders and the federal district courts of the United States as the exclusive forum for litigation arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the state or federal court located in the State of Delaware with jurisdiction) will, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees or stockholders to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our certificate of incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder; accordingly, we cannot be certain that a court would enforce such provision. Our certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our certificate of incorporation described above. However, our stockholders will not be deemed to have waived (and cannot waive) compliance with federal securities laws and the rules and regulations thereunder. See “Description of Capital Stock—Forum Selection.” The forum selection provisions in our certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. If the enforceability of our forum selection provisions were to be challenged, we may incur additional costs associated with resolving such challenge. While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provisions to be inapplicable or unenforceable with respect to one or more of these specified types of actions or proceedings, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects and result in a diversion of the time and resources of our employees, management and Board.

Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders and the federal district courts of the United States as the exclusive forum for litigation arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our certificate of incorporation, which we will adopt at or prior to the consummation of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the state or federal court located in the State of Delaware with jurisdiction) will, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees or stockholders to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our certificate of incorporation will also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder; accordingly, we cannot be certain that a court would enforce such provision. Our certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our certificate of incorporation described above. However, our stockholders will not be deemed to have waived (and cannot waive) compliance with federal securities laws and the rules and regulations thereunder. See “Description of Capital Stock—Forum Selection.” The forum selection provisions in our certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. If the enforceability of our forum selection provisions were to be challenged, we may incur additional costs associated with resolving such challenge. While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provisions to be inapplicable or unenforceable with respect to one or more of these specified types of actions or proceedings, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects and result in a diversion of the time and resources of our employees, management and Board.

If you purchase shares of Class A common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A common stock is substantially higher than the net tangible book value per share of our Class A common stock. Therefore, if you purchase shares of our Class A common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Based on an assumed initial public offering price of $ per share, the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, you will experience immediate dilution of $ per share, representing the difference between our pro forma net tangible book value per share at December 31, 2025 after giving effect to this offering and the initial public offering price. In addition, purchasers of Class A common stock in this offering will have contributed % of the aggregate price paid by all purchasers of our Class A common stock but will own only approximately % of our Class A common stock outstanding after this offering. See “Dilution” for more detail.

An active, liquid trading market for our Class A common stock may not develop, which may limit your ability to sell your shares.

Prior to ~~this~~the ~~offering~~IPO, there was no public market for our Class A common stock. ~~Although we~~We have ~~applied~~listed ~~to list~~ our Class A common stock on NYSE under the trading symbol “AVEX,.” However, an active trading market for our Class A common stock may never develop or, if developed, be sustained ~~following this offering~~. The ~~initial~~ public offering price ~~will~~was be determined by negotiations between us, the Selling Securityholders and the underwriters and may not be indicative of market prices of our Class A common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have an adverse effect on the value of our Class A common stock. The market price of our Class A common stock may decline below the ~~initial~~ public offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing additional shares of our Class A common stock or other equity or equity-linked securities and may impair our ability to acquire other companies or technologies by using any such securities as consideration.

Our operating results and stock price may be volatile, and the market price of our Class A common stock after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our Class A common stock to wide price fluctuations regardless of our operating performance. Our operating results and the trading price of our Class A common stock may fluctuate in response to various factors, including:

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market conditions in our industry or the broader stock market;

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actual or anticipated fluctuations in our quarterly financial and operating results;

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introduction of new products or services by us or our competitors;

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issuance of new or changed securities analysts’ reports or recommendations;

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sales, or anticipated sales, of large blocks of our stock;

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additions or departures of key personnel;

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regulatory or political developments;

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litigation and governmental investigations;

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changing economic conditions;

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investors’ perception of us;

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events beyond our control such as weather, war and health crises such as the COVID-19 pandemic; and

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any default on our indebtedness.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our Class A common stock to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the market price and liquidity of our shares of Class A common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

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A significant portion of our total outstanding shares of Class A common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A common stock intend to sell shares, could reduce the market price of our Class A common stock. ~~After~~As of the closing of this offering, we will have 56,470,333 outstanding shares of Class A common stock ~~based~~(or on57,329,256 ~~the~~outstanding ~~number~~shares of ~~shares~~Class ~~outstanding~~A ascommon ~~of ,~~stock ~~2026~~if the underwriters exercise their option to purchase additional shares in full). This includes shares of Class A common stock that we and the ~~selling stockholders~~Selling Securityholders are selling in this offering, which may be resold in the public market immediately. ~~Following~~Shares ~~the~~held ~~consummation~~by ofour ~~this offering~~officers, ~~shares~~directors ~~that~~and ~~are~~substantially ~~not~~all ~~being~~of ~~sold~~our inpre-IPO ~~this~~securityholders, ~~offering~~including ~~will~~the beSelling Securityholders, are subject to a 180-day lock-up period beginning on April 16, 2026, provided under lock-up agreements executed in connection with ~~this~~IPO ~~offering~~ described in “~~Underwriters~~Underwriting” and restricted from immediate resale under the federal securities laws as described in “Shares Eligible for Future Sale.” All of these shares of Class A common stock will, however, be able to be resold after the expiration of the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up agreement by at least two of the three representatives on behalf of the several underwriters in the IPO. We have also ~~intend~~registered ~~to register~~ shares of Class A common stock that we may issue under our equity compensation plans. ~~Once~~They ~~we register these shares, they~~ can be freely sold in the public market upon issuance, subject to the lock-up agreements. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares of Class A common stock sell them or are perceived by the market as intending to sell them.

The underwriters have agreed to waive, with respect to the shares sold in this offering, the lock-up restrictions agreed to in connection with the IPO and may again waive lock-up restrictions with respect to our securities in the future, which could adversely affect the price of our Class A common stock.

In connection with the IPO, we, our officers, directors, and substantially all of our pre-IPO securityholders, including the Selling Securityholders, agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of Class A common stock or LLC Units or securities convertible into or exchangeable for shares of Class A common stock or LLC Units for a period of 180 days following April 16, 2026. The representatives of the underwriters in the IPO have agreed to waive the lock-up restrictions applicable to the Company and the Selling Securityholders pursuant to such lock-up agreements with respect to the shares of Class A common stock being sold in this offering. See “Underwriting.” The underwriters may waive or release the lock-up restrictions contained in such agreements in the future, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital.

Because we have no current plans to pay regular cash dividends on our Class A common stock following this offering, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We do not anticipate paying any regular cash dividends on our Class A common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under our Credit Agreement. Therefore, any return on investment in our Class A common stock is solely dependent upon the appreciation of the price of our Class A common stock on the open market, which may not occur. See “Dividend Policy” for more detail.

If securities or industry analysts do not publish research or reports about our business, if they publish unfavorable research or reports, or if they adversely change their recommendations regarding our Class A common stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. The analysis’ estimates are based upon their own opinions and are often different from our estimates or expectations. We do not have any control over these analysts. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysis who cover us downgrade our stock or otherwise publish unfavorable research or reports, or if our results of operations do not meet their expectations, our stock price could decline.

opinions and are often different from our estimates or expectations. We do not have any control over these analysts. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock or otherwise publish unfavorable research or reports, or if our results of operations do not meet their expectations, our stock price could decline.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.

Our certificate of incorporation ~~will~~authorizes ~~authorize~~ us to issue one or more series of preferred stock. Our Board ~~will~~has ~~have~~ the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

87Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities.

Under our certificate of incorporation, neither MDP nor any of its respective portfolio companies, funds or other affiliates, nor any of its officers, directors, employees, agents, stockholders, members or partners has any duty to refrain from engaging, directly or indirectly, in the same business activities, similar business activities or lines of business in which we operate. In addition, our certificate of incorporation provides that, to the fullest extent permitted by law, no officer or director of ours who is also an officer, director, employee, agent, stockholder, member, partner or affiliate of MDP will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to MDP, instead of to us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, agent, stockholder, member, partner or affiliate has directed to MDP. For example, a director of our Company who also serves as an officer, director, employee, agent, stockholder, member, partner or affiliate of MDP, or any of its respective portfolio companies, funds or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us. These potential conflicts of interest could have an adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by MDP to itself or its respective portfolio companies, funds or other affiliates instead of to us. A description of our obligations related to corporate opportunities under our certificate of incorporation are more fully described in “Description of Capital Stock—Corporate Opportunity Doctrine.”

stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

Our certificate of incorporation will contain a provision renouncing our interest and expectancy in certain corporate opportunities.

Under our certificate of incorporation, neither MDP nor any of its respective portfolio companies, funds or other affiliates, nor any of its officers, directors, employees, agents, stockholders, members or partners will have any duty to refrain from engaging, directly or indirectly, in the same business activities, similar business activities or lines of business in which we operate. In addition, our certificate of incorporation provides that, to the fullest extent permitted by law, no officer or director of ours who is also an officer, director, employee, agent, stockholder, member, partner or affiliate of MDP will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to MDP, instead of to us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, agent, stockholder, member, partner or affiliate has directed to MDP. For example, a director of our Company who also serves as an officer, director, employee, agent, stockholder, member, partner or affiliate of MDP, or any of its respective portfolio companies, funds or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us. These potential conflicts of interest could have an adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by MDP to itself or its respective portfolio companies, funds or other affiliates instead of to us. A description of our obligations related to corporate opportunities under our certificate of incorporation are more fully described in “Description of Capital Stock—Corporate Opportunity Doctrine.”

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

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our reliance on a limited number of major customers for a substantial portion of our revenue;

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the potential for reductions, delays, or changes in U.S. and foreign government budgets, spending priorities, procurement processes, or military transformation initiatives;

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our dependence on government contracts;

• increasing competitive pressures in our industry, including the risk that we are not be able to expand our customer base, achieve broad market acceptance, or compete effectively against larger or better-resourced competitors;

•

the markets into which we sell our products and services decline or do not grow as expected;

• our efforts to expand into new markets or introduce new offerings ~~does~~do not succeed;

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our inability to manage increasing technological complexity, scale manufacturing capacity, achieve cost reductions or realize projected economies of scale;

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claims that our complex products and services may contain unknown defects or errors;

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the scarcity, unavailability, or increased cost of critical components or raw materials;

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violations of export controls, sanctions and other regulations;

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political, economic and regulatory instability in foreign markets;

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our dependence on senior management and key employees;

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challenges in recruiting and retaining highly skilled personnel in a competitive labor market;

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challenges developing, commercializing or achieving market acceptance for new products, services or enhancements, particularly those involving artificial intelligence;

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changes in tax laws, trade policies, tariffs, inflation, recession and other macroeconomic or market conditions;

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difficulties executing, integrating or realizing expected benefits from acquisitions, and exposure to unexpected liabilities from such transactions;

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pandemics, public health crises and other events that could disrupt our business, supply chain or customer demand;

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technological failures, cybersecurity breaches or unauthorized access to our, our customers’ or our suppliers’ information and systems;

•

failure to protect, defend or enforce our intellectual property and proprietary rights;

•63 ~~dependence on our facilities;~~

•

dependence on our facilities;

•

our inability to generate sufficient cash to service all of our indebtedness; and

•

other factors set forth under “Risk Factors” and elsewhere in this prospectus.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

9064

USE OF PROCEEDS

We estimate, based upon an assumed ~~initial~~ public offering price of $ 38.47 per share, (which is the ~~midpoint~~closing ofsales ~~the estimated~~price ~~public~~of ~~offering~~our ~~price~~shares ~~range~~of ~~set~~Class A ~~forth~~common stock on ~~the~~NYSE ~~cover~~on ~~page~~May 29, ~~of this prospectus)~~2026, we will receive net proceeds from this offering of approximately $ 212.0 million (or $ 243.8 million if the underwriters exercise their option to purchase additional shares in full), after deducting estimated underwriting discounts and commissions ~~and~~but before estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of the shares being offered by the ~~selling~~Selling ~~stockholders~~Securityholders.

We intend to use ~~such~~the net proceeds asto ~~follows:~~purchase 5,726,157 Series B Units (or 6,585,080 Series B Units if the underwriters exercise their option to purchase additional shares in full), together with an equivalent number of shares of Class B common stock, from certain direct and indirect members of ATS Investment Holdings, including entities controlled by our Principal Stockholder. The LLC Units of Holdings LLC will be acquired by us at a purchase price per unit or share equal to the public offering price per share of Class A common stock in this offering, less underwriting discounts and commissions.

•65 ~~$ million to acquire newly-issued Series A Units in Holdings LLC (or $ million to acquire Series A Units if the underwriters exercise their option to purchase additional shares in full);~~

• $ million to purchase Series B Units in Holdings LLC (or $ million to purchase Series B Units if the underwriters exercise their option to purchase additional shares in full) from certain direct and indirect members of ATS Investment Holdings, including entities controlled by our Principal Stockholder; and

In turn, Holdings LLC intends to apply the balance of the proceeds it receives from us (including any additional proceeds it may receive from us if the underwriters exercise their option to purchase additional shares of Class A common stock) (i) to repay $ million of outstanding borrowings under our Credit Agreement, (ii) to pay expenses incurred in connection with this offering and the Organizational Transactions and (iii) for general corporate purposes. As of December 31, 2025, we had $259 million outstanding under the Term Loan and $0 outstanding under the Revolving Credit Facility. The interest rate under our Credit Agreement for the Term Loan and the Revolving Credit Facility was 9.92% and 9.75%, respectively, as of December 31, 2025. The maturity date of the Credit Agreement is March 18, 2028.

Pending use of the net proceeds from this offering described above, we may invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming the number of shares of Class A common stock offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us.

Each 1,000,000 increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $ million, based on the assumed initial public offering price per share for the offering of $ , which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us.

DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, because we are a holding company, our ability to pay dividends on our Class A common stock is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with requirements under Delaware law and covenants in current and future agreements governing our and our subsidiaries’ indebtedness, including our Credit Agreement and the New Credit Agreement, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board may deem relevant. Additionally, our Credit Agreement places restrictions on the ability of our subsidiaries to pay cash dividends or make distributions to us. See “Description of Certain Indebtedness.” Because we have no current plans to pay regular cash dividends on our Class A common stock following this offering, you may not receive any return on investment unless you sell your Class A common stock for a price greater than what you paid for it.

9266

CAPITALIZATION

The following table describes our cash and cash equivalents and consolidated capitalization as of ~~December~~March 31, ~~2025~~2026:

•

of Holdings LLC and its subsidiaries on an actual historical basis;

• of AEVEX Corp. on a pro forma basis, after giving effect to the Organizational Transactions, the completion of our IPO and the financing transactions associated with the New Credit Facilities as described in “Description of Certain Indebtedness;” and

• of AEVEX Corp. on a pro forma as adjusted basis, after giving effect to the Organizational Transactions, ~~our~~the ~~sale~~completion of ~~shares~~our ofIPO, ~~Class~~the Afinancing ~~common~~transactions ~~stock~~associated inwith ~~this~~the ~~offering~~New atCredit anFacilities ~~assumed~~as ~~initial~~described ~~public~~in ~~offering~~“Description ~~price~~ of $Certain ~~per~~Indebtedness;” ~~share~~and ~~(which is~~ the ~~midpoint~~sale of ~~the~~8,000,000 ~~estimated~~shares ~~public~~of ~~offering~~Class ~~price~~A ~~range~~common ~~set~~stock ~~forth~~by onus and the ~~cover~~Selling ~~page~~Securityholders ofin this ~~prospectus)~~offering ~~after~~at ~~deducting~~an ~~the~~assumed ~~estimated~~offering ~~underwriting~~price ~~discounts~~of ~~and~~$38.47 ~~commissions~~per ~~and~~share, ~~estimated~~which ~~offering~~is ~~expenses~~the ~~payable~~closing bysales usprice ~~(assuming~~of noAEVEX’s ~~exercise~~shares of ~~the~~Class ~~underwriters’~~A ~~option~~common tostock ~~purchase~~on ~~additional~~May ~~shares)~~29, 2026, as reported on NYSE, and the application of ~~the~~our net proceeds offrom the offering as set forth in “Use of Proceeds~~” and the financing transactions associated with the New Credit Facilities as described in “Description of Certain Indebtedness~~.”

~~The~~67 capitalization in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with the audited consolidated financial statements and the related notes, “Use of Proceeds,” “Organizational Structure,” “Unaudited Consolidated Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Certain Indebtedness” included elsewhere in this prospectus.

	As of December 31, 2025
(In thousands, except unit and share amounts)	HistoricalHoldingsLLC		Pro Forma	Pro FormaAs Adjusted
Cash and cash equivalents	$	27,908	$	$
Indebtedness (including current maturities):
Notes payable(1)		258,500
Revolving credit facility(1)		—
Total indebtedness (including current maturities)		258,500
Mezzanine equity:
Series A preferred units, no par value, 100,000 authorized, issued and outstanding, on an actual basis; no units authorized, issued or outstanding, on a pro forma and pro forma as adjusted basis		80,371
Members’ / Stockholders’ equity:
Class A common units, no par value, 88,532,824 units authorized and units issued and outstanding, on an actual basis; no units authorized, issued or outstanding, on a pro forma and pro forma as adjusted basis		199,016
Class A common stock, $ par value per share, no shares authorized, issued or outstanding, on an actual basis; shares authorized, shares issued and outstanding, on a pro forma basis; shares authorized, shares issued and outstanding on a pro forma as adjusted basis		—
Class B common stock, $ par value per share, no shares authorized, issued or outstanding, on an actual basis; shares authorized, shares issued and outstanding, on a pro forma basis; shares authorized, shares issued and outstanding on a pro forma as adjusted basis		—
Additional paid-in capital		—
Retained earnings (deficit)		—
Total members’/stockholders’ equity (deficit)		199,016
Total capitalization	$	537,887	$	$

(1) The Credit Agreement consists of: (i) Term Loans maturing in March 2028; and (ii) the Revolving Credit

~~Facility~~You ~~with~~should ~~commitments~~read ofthe ~~$25.0~~table ~~million~~below ~~maturing~~ in ~~March~~conjunction ~~2028.~~with Inthe ~~connection~~audited ~~with,~~consolidated financial statements and ~~conditioned~~the ~~upon,~~unaudited condensed consolidated financial statements and the ~~closing~~related notes, “Use of ~~this~~Proceeds,” ~~offering~~“Organizational Structure,” we“Unaudited ~~intend~~Consolidated toPro ~~repay~~Forma ~~all~~Financial ofInformation,” ~~our~~“Management’s ~~borrowings~~Discussion ~~outstanding~~and ~~under~~Analysis ~~the~~of ~~existing~~Financial ~~Credit~~Condition ~~Agreement~~and Results of Operations” and ~~enter~~“Description ~~into~~of ~~the~~Certain ~~New~~Indebtedness” ~~Credit~~included ~~Facilities~~elsewhere in this prospectus.

(2) On a pro forma as adjusted basis, includes the Holdings LLC interests not owned by us, which represents % of Holdings LLC’s LLC Units. The LLC Unitholders will hold the non-controlling economic interest in Holdings LLC. AEVEX Corp. will hold % of the economic interest in Holdings LLC.


	As of March 31, 2026
(In thousands, except unit and share amounts)	Historical Holdings LLC		Pro Forma			Pro Forma As Adjusted⁽²⁾
Cash and cash equivalents	$	27,449	$	200,681		$	198,681

Indebtedness (including current maturities):
Notes payable⁽¹⁾		257,884		99,113			99,113
Revolving credit facility⁽¹⁾		—		—			—

Total indebtedness (including current maturities)		257,884		99,113			99,113

Mezzanine equity:
Series A preferred units, no par value, 120,000 units authorized, 115,342 units issued and outstanding, on an actual basis; no units authorized, issued or outstanding, on a pro forma and pro forma as adjusted basis		93,908		—			—
Redeemable noncontrolling interests		—		370,908			336,278
Members’ / Stockholders’ equity:
Class A common units, no par value, 88,532,824 units authorized and 88,432,824 units issued and outstanding, on an actual basis; no units authorized, issued or outstanding, on a pro forma and pro forma as adjusted basis		217,571		—			—
Class A common stock, $0.0001 par value per share, no shares authorized, issued or outstanding, on an actual basis; 1,000,000,000 shares authorized, 50,744,176 shares issued and outstanding, on a pro forma basis; 1,000,000,000 shares authorized, 56,470,333 shares issued and outstanding on a pro forma as adjusted basis		—		5			6
Class B common stock, $0.0001 par value per share, no shares authorized, issued or outstanding, on an actual basis; 200,000,000 shares authorized, 63,297,524 shares issued and outstanding, on a pro forma basis; 200,000,000 shares authorized, 57,571,367 shares issued and outstanding on a pro forma as adjusted basis;		—		6			5
Additional paid-in capital		—		279,450			319,320
Accumulated deficit		—		(587	)		(1,577	)

Total members’/stockholders’ equity		217,571		278,874			317,754

Total capitalization	$	569,363	$	748,895		$	753,145

~~A $~~(1~~.00~~) ~~increase~~The orCredit ~~decrease~~Agreement inconsisted ~~the~~of: ~~assumed~~(i) ~~initial~~Term ~~public~~Loans ~~offering~~(as ~~price~~defined ofbelow) ~~$ per~~maturing ~~share (which~~in isMarch ~~the~~2028; ~~midpoint~~and of(ii) the ~~estimated~~Revolving ~~public~~Credit ~~offering~~Facility ~~price~~(as ~~range~~defined ~~set~~below) ~~forth~~with oncommitments ~~the~~of ~~cover~~$25.0 ~~page~~million ofmaturing ~~this~~in ~~prospectus)~~March ~~would~~2028. ~~increase~~In orconnection ~~decrease~~with ~~each~~the closing of ~~cash~~our ~~and~~IPO, ~~cash~~we ~~equivalents,~~repaid ~~additional~~all ~~paid-in~~of ~~capital, total~~our ~~stockholders’~~borrowings ~~equity~~outstanding under the prior Credit Agreement and ~~total~~entered ~~capitalization~~into onthe aNew ~~pro~~Credit ~~forma~~Agreement. ~~basis~~The by“New ~~approximately~~Credit ~~$ million,~~Agreement” ~~assuming~~means the ~~number~~credit ofagreement, ~~shares~~dated as of ~~Class A~~April ~~common~~20, ~~stock offered~~2026, asby ~~set~~and ~~forth~~between onAEVEX Holdings, LLC (the ~~cover~~“Borrower”), ~~page~~an operating company of ~~this prospectus~~Holdings LLC, ~~remains~~Athena ~~the~~Technology ~~same~~Solutions Purchaser, ~~and~~LLC, ~~after~~the ~~deducting~~lenders ~~the~~from ~~estimated~~time ~~underwriting~~to ~~discounts~~time ~~and~~party ~~commissions~~thereto and ~~estimated~~Bank ~~offering~~of ~~expenses~~America, ~~payable~~N.A., byas ~~us.~~the ~~Each~~administrative 1agent,~~000,000~~ ~~increase~~collateral oragent, ~~decrease~~an inissuing ~~the~~bank ~~number~~and ofa ~~shares~~swing ofline ~~Class A~~lender. ~~common~~The ~~stock~~New ~~offered~~Credit ~~in this~~Facilities ~~offering~~under ~~would~~the ~~increase~~New orCredit ~~decrease~~Agreement ~~each~~are ofthe ~~cash~~$100.0 ~~and~~million ~~cash~~senior ~~equivalents,~~secured ~~additional~~term ~~paid-in~~loan ~~capital,~~facility ~~total~~(“New ~~stockholders’~~Term ~~equity~~Loan ~~and~~Facility”), ~~total~~the ~~capitalization~~$75.0 onmillion asenior ~~pro~~secured ~~forma~~delayed ~~basis~~draw byterm ~~approximately $ million,~~loan ~~based~~facility on(“New anDelayed ~~assumed~~Draw ~~initial~~Term ~~public~~Loan ~~offering~~Facility”) ~~price~~and ofthe $ ~~per~~200.0 ~~share,~~million ~~which~~senior issecured ~~the~~revolving ~~midpoint~~credit offacility. ~~the~~The ~~estimated~~New ~~public~~Revolving ~~offering~~Credit ~~price~~Facility ~~range~~was ~~set~~undrawn ~~forth~~at on the ~~cover~~closing ~~page~~ of ~~this~~our ~~prospectus~~IPO, and ~~after~~the ~~deducting~~Delayed ~~the~~Draw ~~underwriting~~Term ~~discount~~Loan ~~and~~Facility ~~estimated~~was ~~offering~~not ~~expenses~~borrowed ~~payable~~at bythe ~~us.~~closing of our IPO.

~~The~~68 number of shares of Class A common stock to be outstanding after the completion of this offering excludes shares of Class A common stock that may be issuable upon exercise of redemption and exchange rights held by the LLC Unitholders as of December 31, 2025 and shares of Class A common stock reserved for future issuance under the 2026 Plan.

~~DILUTION~~(2) On a pro forma as adjusted basis, includes the Holdings LLC interests not owned by us, which represents 50.5% of Holdings LLC’s LLC Units. The LLC Unitholders will hold the non-controlling economic interest in Holdings LLC. AEVEX Corp. will hold 49.5% of the economic interest in Holdings LLC.

~~Because~~The ~~the~~number ~~LLC~~of ~~Unitholders~~shares doof ~~not own any~~ Class A common stock orto ~~other~~be ~~economic~~outstanding ~~interests in AEVEX Corp., we have presented dilution in pro forma net tangible book value per share~~ after ~~this offering assuming that~~ the ~~LLC~~completion ~~Unitholders had all~~ of ~~their~~this ~~LLC~~offering ~~Units~~excludes ~~redeemed~~57,571,367 ~~or exchanged for newly-issued~~ shares of Class A common stock onthat amay ~~one-for-one~~be ~~basis~~issuable ~~(rather than for cash and based~~ upon anexercise ~~assumed offering price~~ of ~~$ per~~redemption ~~share,~~and ~~which~~exchange isrights ~~the~~held ~~midpoint~~by of the ~~estimated~~LLC ~~public~~Unitholders ~~offering~~as ~~price range set forth on the cover page~~ of ~~this~~March 31, ~~prospectus)~~2026, ~~and the cancellation for no consideration of all of its~~ 1,464,825 shares of ~~Class B~~restricted ~~common~~ stock ~~(which~~awards ~~are~~upon ~~not~~vesting ~~entitled~~and ~~to receive distributions or dividends~~9, ~~whether cash or stock~~939, ~~from AEVEX Corp.) in order to more meaningfully present the dilutive impact to the investors in this offering. We refer to the assumed redemption or exchange of all LLC Units for~~ 345 shares of Class A common stock asreserved ~~described~~for infuture ~~the~~issuance ~~previous~~under ~~sentence as~~ the ~~“Assumed Redemption~~2026 Plan.”

~~Dilution~~69 results from the fact that the initial public offering price per share of the Class A common stock is substantially in excess of the pro forma net tangible book value per share of Class A common stock after this offering. Net tangible book value (deficit) per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of Class A common stock outstanding. If you invest in our Class A common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock after this offering.

Pro forma net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock, after giving effect to the Organizational Transactions, including the sale of shares of Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and the Assumed Redemption. Our pro forma net tangible book value (deficit) after this offering as of December 31, 2025 was $ million, or $ per share of Class A common stock. This represents an immediate increase in our net tangible book value to the LLC Unitholders, including our Principal Stockholder, of $ per share and an immediate dilution to new investors in this offering of $ per share. We determine dilution by subtracting the pro forma net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. There is no impact on dilution per share to investors participating in this offering as a result of the sale of shares of Class A common stock by the selling stockholders. The following table illustrates this dilution:

Assumed initial public offering price per share		$
Pro forma net tangible book value (deficit) per share as of December 31, 2025 prior to this offering(1)		$
Increase in net tangible book value (deficit) per share attributable to the investors in this offering		$
Pro forma net tangible book value (deficit) per share after giving effect to this offering		$
Dilution in net tangible book value (deficit) per share to the investors in this offering		$

(1) The computation of pro forma net tangible book value per share as of December 31, 2025 prior to this offering is set forth below:

(In thousands, except share amounts) Book value of tangible assets(a) $ Less: total liabilities(a) $ Pro forma net tangible book value (deficit)(a) $ Shares of Class A common stock outstanding(a) Pro forma net tangible book value (deficit) per share prior to this offering $

(a) Gives pro forma effect to the Organizational Transactions (other than this offering) and the Assumed Redemption.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would increase pro forma net tangible book value by $ million, or $ per share, and would increase the dilution per share to the investors in this offering by $1.00 based on the assumptions set forth above. A $1.00 decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would decrease pro forma net tangible book value by $ million, or $ per share, and would decrease the dilution per share to the investors in this offering by $1.00 based on the assumptions set forth above.

The following table summarizes as of December 31, 2025, after giving effect to the Organizational Transactions (including this offering), the number of shares of Class A common stock purchased from us, the total consideration paid and the average price per share paid by the LLC Unitholders and our Principal Stockholder and by the purchasers in this offering, based upon an assumed initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and before deducting estimated underwriting discounts and commissions and offering expenses, after giving effect to the Assumed Redemption:

Shares of Class A CommonStock Purchased

Total Consideration

Number

Percentage

Amount

Percentage

Average PricePer Share

Existing owners(1)

Investors in this offering

Total

(1) The total consideration provided by the existing owners does not give effect to the $ liability payable to our Principal Stockholder resulting from the Blocker Merger. This liability will be satisfied with Class A common shares equal to the fair value of the Blocker Merger less the amount of proceeds from this offering paid as consideration.

The discussion and tables above assume no exercise of the underwriters’ option to purchase additional shares. In addition, the discussion and tables above exclude shares of Class B common stock, because holders of the Class B common stock are not entitled to distributions or dividends, whether cash or stock, from AEVEX Corp. If the underwriters’ option to purchase additional shares is exercised in full, after giving effect to the Assumed Redemption, the LLC Unitholders, including our Principal Stockholder, would own approximately % and the investors in this offering would own approximately % of the total number of shares of our Class A common stock outstanding after this offering. If the underwriters exercise their option to purchase additional shares in full, after giving effect to the Assumed Redemption, the pro forma net tangible book value (deficit) per share after this offering would be $ per share, and the dilution in the pro forma net tangible book value (deficit) per share to the investors in this offering would be $ per share.

The tables and calculations above are based on the number of shares of Class A common stock outstanding as of December 31, 2025 (after giving effect to the Organizational Transactions) and shares of Class A common stock reserved for issuance under our 2026 Plan. To the extent that any new options or other equity incentive grants are issued in the future with an exercise price or purchase price below the initial public offering price, new investors will experience further dilution.

We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is raised through the sale of equity or equity-linked securities, the issuance of these securities could result in further dilution to our stockholders.

UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma consolidated balance sheet as of March 31, 2026, the unaudited pro forma consolidated statement of operations for the year ended December 31, 2025, and the unaudited pro forma consolidated statement of operations for the ~~year~~three months ended ~~December~~March 31, ~~2025~~2026 present our financial position and results of operations after giving effect to the following pro forma transactions (the “Pro Forma Transactions”):

(1)

The Organizational Transactions described under “Organizational Structure;”

(2)

The effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement;”

(3) A provision for corporate income taxes on the income attributable to us at a tax rate of 24.1% asfor ofthe year ended December 31, 2025 and the three months ended March 31, 2026 inclusive of all U.S. federal, state, local and foreign income taxes;

(4) ~~This~~The ~~offering~~completion ~~and the application~~ of ~~the~~our ~~estimated~~IPO ~~net~~on ~~proceeds~~April ~~from~~20, ~~this offering as described under “Use of Proceeds~~2026;~~” and~~

(5) The repayment of all of our borrowings outstanding under ~~the~~our ~~existing~~prior Credit Agreement and the financing transactions related to ~~our~~the New Credit Facilities, as described under “Description of Certain Indebtedness,;” ~~which are expected to be consummated in connection with,~~ and ~~conditioned upon the closing of this offering.~~

~~The unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 gives effect to the Pro Forma Transactions~~ (~~as defined above~~6) asThis ifoffering and the ~~Pro~~application ~~Forma Transactions had occurred or had become effective as~~ of ~~January 1,~~the ~~2025.~~estimated ~~The~~net ~~unaudited~~proceeds ~~pro~~from ~~forma~~this ~~consolidated~~offering ~~balance sheet gives effect to the Pro Forma Transactions~~ as ifdescribed ~~the Pro~~under ~~Forma~~“Use ~~Transactions had occurred or had become effective as~~ of ~~December 31, 2025~~Proceeds. ”

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 give effect to the Pro Forma Transactions (as defined above) as if the Pro Forma Transactions had occurred or had become effective as of January 1, 2025. The unaudited pro forma consolidated balance sheet gives effect to the Pro Forma Transactions as if the Pro Forma Transactions had occurred or had become effective as of March 31, 2026.

Our historical consolidated financial information has been derived from our consolidated financial statements and accompanying notes to the consolidated financial statements included elsewhere in this prospectus. AEVEX Corp. was formed on October 27, 2025 and will have no material assets or results of operations until the completion of this offering. Therefore, AEVEX Corp.’s historical financial information is not included in the unaudited pro forma consolidated financial information.

The unaudited pro forma consolidated financial information has been prepared on the basis that weas ~~will~~a beresult of our IPO we are taxed as a corporation for U.S. federal and state income tax purposes and, accordingly, ~~will~~became ~~become~~ a taxpaying entity subject to U.S. federal, state and foreign income taxes. The presentation of the unaudited pro forma consolidated financial information is prepared in conformity with Article 11 of Regulation S-X and is based on currently available information and certain estimates and assumptions. See the accompanying notes to the Unaudited Consolidated Pro Forma Financial Information for a discussion of assumptions made.

The unaudited pro forma consolidated financial information is not necessarily indicative of financial results that would have been attained had the Pro Forma Transactions occurred on the dates indicated above or that could be achieved in the future. The unaudited pro forma consolidated financial information also does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the Pro Forma Transactions. Future results may vary significantly from the results reflected in the unaudited pro forma consolidated ~~statements~~ statement of operations and should not be relied on as an indication of our results after the consummation of this offering and the other transactions contemplated by such unaudited pro forma consolidated financial information. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the Pro Forma Transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial information.

As70 a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual

As a public company, we are implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We will incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, fees to comply with the reporting requirements of the SEC, transfer agent fees, hiring of additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

For purposes of the unaudited pro forma consolidated financial information, we have: assumed that we will issue shares of Class A common stock at a price of $ per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and, as a result, immediately following the completion of this offering, the ownership percentage represented by LLC Units not held by us will be %, and the net income attributable to LLC Units not held by us will accordingly represent % of our net income or loss. Except as otherwise indicated, the unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

As• ~~described~~reflected inthe ~~greater~~completion ~~detail~~of ~~under~~our ~~“Certain~~IPO ~~Relationships~~on ~~and~~April ~~Related~~20, ~~Party Transactions—Tax Receivable Agreement~~2026,” ~~in connection~~which ~~with~~included the ~~consummation~~issuance of ~~this offering~~18,400,000 weshares ~~will~~of ~~enter~~Class ~~into~~A acommon ~~Tax~~stock ~~Receivable~~(including ~~Agreement with~~ the ~~TRA~~exercise ~~Rights~~in ~~Holders~~full ~~that~~by ~~will~~the ~~require~~underwriters ~~us to pay such persons 85%~~ of ~~certain~~their ~~tax~~option ~~savings~~to ~~(calculated~~purchase ~~using~~an ~~certain~~additional ~~assumptions)~~2, ~~if any~~400,000 inshares ~~U.S. federal,~~of ~~state~~Class ~~and~~A ~~local~~common ~~income taxes we actually realize (or under certain circumstances are deemed to realize~~stock) ~~as a result of (i) certain increases~~ in ~~the~~exchange ~~tax~~for ~~basis~~net ofproceeds ~~assets~~ of ~~Holdings~~approximately ~~LLC~~$345.9 ~~and~~million, ~~its~~at ~~subsidiaries~~the ~~resulting~~IPO ~~from~~price ~~purchases or exchanges~~ of ~~LLC Units~~$20.00, ~~(ii)~~less ~~certain~~$22.1 ~~other~~million ~~tax attributes~~ of ~~Holdings~~underwriting ~~LLC~~discounts and ~~its~~commissions. ~~subsidiaries~~AEVEX ~~and~~Corp. ~~the~~used ~~Blocker~~such ~~Entity~~net ~~that~~proceeds ~~existed prior~~ to ~~this~~acquire ~~offering~~18,400,000 ~~including~~newly-issued ~~existing~~Series ~~tax~~A ~~basis~~units ~~and~~in ~~our~~Holdings ~~allocable~~LLC. ~~share~~Immediately offollowing ~~existing~~the ~~tax~~completion ~~basis~~of ~~acquired~~the ~~in connection~~IPO ~~with this offering~~ and ~~increases~~related toorganizational ~~such~~transactions, ~~allocable~~the ~~share~~ownership ofpercentage ~~existing~~represented ~~tax~~by ~~basis~~LLC ~~and~~Units ~~(iii) certain~~not ~~other~~held ~~tax~~by ~~benefits~~us ~~related~~was to55.5%, ~~our~~and ~~entering~~the ~~into~~net ~~the~~income ~~Tax~~attributable ~~Receivable~~to ~~Agreement,~~LLC ~~including~~Units ~~tax~~not ~~benefits~~held ~~attributable~~by tous ~~payments~~accordingly ~~that~~represented ~~we make~~55.5% ~~under~~of ~~the~~our ~~Tax~~net ~~Receivable~~income ~~Agreement.~~or loss.

We• ~~retain~~reflected the ~~remaining~~completion ~~15%~~on ofApril ~~cash savings~~20, if2026 ~~any.~~of Ifour refinancing of the ~~Tax~~prior ~~Receivable~~Credit ~~Agreement~~Facilities ~~terminates early,~~and weentering ~~could~~into bethe ~~required~~New toCredit ~~make~~Facilities. aHoldings ~~substantial,~~LLC ~~immediate~~used ~~lump-sum~~the ~~payment~~$100.0 Asmillion aproceeds ~~result~~from of the ~~Organizational~~New ~~Transactions,~~Term weLoan ~~are~~Facility ~~recording~~and ~~a liability under~~ the ~~Tax~~proceeds ~~Receivable~~it ~~Agreement~~received offrom ~~$ million~~AEVEX ~~as described in more detail below~~Corp. ~~Due~~for to the ~~uncertainty~~purchase inof the ~~amount~~newly ~~and~~issued ~~timing~~Series ofA ~~future~~units ~~exchanges~~(i) ofto ~~LLC~~repay ~~Units~~approximately by$258.5 ~~the~~million ~~LLC Unitholders and purchases~~ of ~~LLC~~outstanding ~~Units~~borrowings ~~from~~under ~~the~~our ~~LLC~~prior ~~Unitholders~~Credit Facilities, ~~the~~(ii) ~~unaudited~~to ~~pro~~pay ~~forma~~$3.3 ~~consolidated~~million ~~financial information assumes that no future exchanges or purchases~~ of ~~LLC~~expenses ~~Units~~incurred ~~have occurred and therefore no increases~~ in ~~tax~~connection ~~basis~~with in the ~~Holdings~~refinancing, ~~LLC~~(iii) ~~assets~~to orpay ~~other~~$10.9 ~~tax~~million ~~benefits~~of ~~that~~expenses ~~may~~incurred bewith ~~realized~~the ~~thereunder~~IPO ~~have~~and ~~been~~organizational ~~assumed~~transactions inand ~~the~~(iv) ~~unaudited~~for ~~pro~~general ~~forma~~corporate ~~consolidated financial information~~purposes.

~~However,~~• ifassumed ~~all~~that ofin ~~the~~this ~~LLC~~offering ~~Unitholders~~we ~~were~~will toissue ~~exchange~~5,726,157 orshares ~~sell us all~~ of ~~their~~Class ~~remaining~~A ~~LLC~~common ~~Units,~~stock weat ~~would recognize~~ a ~~deferred~~ ~~tax~~price ~~asset~~ of ~~approximately~~ $ ~~million~~38.47 ~~and~~per ashare, ~~liability~~which ~~under~~is the ~~Tax~~closing ~~Receivable~~sales ~~Agreement~~price of ~~approximately~~our ~~$ million,~~shares ~~assuming:~~of ~~(i) all~~Class ~~exchanges~~A orcommon ~~purchases~~stock ~~occurred~~on NYSE on ~~the~~May ~~same day;~~29, ~~(ii) a~~2026, ~~price~~and ofthe ~~$ per~~Selling ~~share;~~Securityholders ~~(iii) a~~will ~~corporate~~offer ~~tax~~2,273,843 ~~rate~~shares of %; ~~(iv)~~their ~~that~~Class weA ~~will~~common ~~have~~stock, ~~sufficient~~and, ~~taxable~~as ~~income~~a toresult, ~~fully~~immediately ~~utilize~~following the ~~tax~~completion ~~benefits~~of ~~and~~this ~~(v) no~~offering, ~~material~~the ~~changes in~~ownership ~~tax~~percentage ~~law.~~represented ~~These~~by ~~amounts~~LLC ~~are~~Units ~~estimates~~not ~~and~~held ~~have~~by ~~been~~us ~~prepared~~will ~~for~~be ~~informational~~50.5%, ~~purposes~~and ~~only.~~the ~~The~~net ~~actual~~income ~~amount~~or ofloss ~~deferred~~attributable ~~tax~~to ~~assets~~LLC ~~and~~Units ~~related~~not ~~liabilities~~held ~~that~~by weus will ~~recognize~~accordingly ~~will~~represent ~~differ~~50.5% ~~based~~of ~~on,~~our ~~among~~net ~~other~~income ~~things,~~or ~~the~~loss. ~~timing~~Except ofas ~~the exchanges~~otherwise indicated, the ~~price~~unaudited ~~per~~pro ~~share~~forma ofconsolidated ~~our~~financial ~~Class A~~information ~~common~~presented ~~stock~~assumes atin this offering no exercise by the ~~time~~underwriters of ~~the~~their ~~exchange,~~option ~~and~~to ~~the~~purchase ~~tax~~additional ~~rates~~shares ~~then~~of inClass ~~effect.~~A common stock.

~~The unaudited~~As ~~pro~~described ~~forma~~in ~~consolidated~~greater ~~financial~~detail ~~information~~under ~~should~~“Certain beRelationships ~~read~~and ~~together~~Related ~~with~~Party ~~“Organizational~~Transactions—Tax ~~Structure~~Receivable Agreement,” “in ~~Use~~connection with the consummation of ~~Proceeds~~our IPO,” ~~“Capitalization~~we entered into a Tax Receivable Agreement with the TRA Rights Holders that requires us to pay such persons 85% of certain tax savings (calculated using certain assumptions),” ~~“Management’s~~if ~~Discussion~~any, in U.S. federal, state and ~~Analysis~~local income taxes we actually realize (or under certain circumstances are deemed to realize) as a result of ~~Financial Condition~~(i) certain ~~and~~increases ~~Results~~in the tax basis of ~~Operations,”~~assets ~~“Certain~~of ~~Relationships~~Holdings LLC and ~~Related~~its ~~Party~~subsidiaries ~~Transactions~~resulting from purchases or exchanges of LLC Units,” ~~“Description~~(ii) certain other tax attributes of ~~Certain~~Holdings ~~Indebtedness”~~LLC and its subsidiaries and the ~~audited~~Blocker ~~annual~~Entity ~~consolidated~~that ~~financial~~existed ~~statements~~prior to our IPO, including existing tax basis and our allocable share of ~~Holdings~~existing ~~LLC~~tax basis acquired in connection with our IPO and increases to such allocable share of existing tax basis and (iii) certain other tax benefits related ~~notes~~ ~~thereto~~to ~~which~~our ~~are~~entering ~~included~~into ~~elsewhere~~the inTax ~~this~~Receivable ~~prospectus~~Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement.

98We retain the remaining 15% of cash savings, if any. If the Tax Receivable Agreement terminates early, we could be required to make a substantial, immediate lump-sum payment. As a result of the Organizational Transactions, IPO Transactions and Offering Transactions Adjustments, we are recording a liability under the Tax Receivable Agreement of $108.2 million as described in more detail below. Due to the uncertainty in the amount and timing of future exchanges of LLC Units by the LLC Unitholders and purchases of LLC Units from

the LLC Unitholders, the unaudited pro forma consolidated financial information assumes that no additional future exchanges or purchases of LLC Units have occurred and therefore no increases in tax basis in the Holdings LLC assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma consolidated financial information.

However, if all of the LLC Unitholders were to exchange or sell us all of their remaining LLC Units, we would recognize incremental tax savings of approximately $660.5 million and a liability under the Tax Receivable Agreement of approximately $561.4 million, assuming: (i) all exchanges or purchases occurred on the same day; (ii) a price of $38.47 per share; (iii) a corporate tax rate of 24.1%; (iv) that we will have sufficient taxable income to fully utilize the tax benefits and (v) no material changes in tax law. The deferred tax asset amount is just the tax savings from the incremental tax basis subject to the Tax Receivable Agreement and does not include the total partnership deferred adjustment and any indirect effects. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price per share of our Class A common stock at the time of the exchange, and the tax rates then in effect.

The unaudited pro forma consolidated financial information should be read together with “Organizational Structure,” “ Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Party Transactions,” “Description of Certain Indebtedness” and the audited consolidated financial statements and the unaudited condensed consolidated financial statements of Holdings LLC and related notes thereto which are included elsewhere in this prospectus.

UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET

AS OF ~~DECEMBER~~MARCH 31, ~~2025~~2026

(In thousands, except share amounts)	Holdings LLCAs Reported		OrganizationalTransactionAdjustments					OfferingTransactionsAdjustments					AEVEX Corp.Pro Forma
(In thousands, except unit and share amounts)	Holdings LLCAs Reported		OrganizationalTransactionAdjustments					IPOTransactionsAdjustments					OfferingTransactionsAdjustments			AEVEX Corp.Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	27,~~908~~449	$	—		~~(1)~~		$	$335,011		(~~6) (~~7)	)	$	(2,000	)(14)	$	198,681
Accounts receivable, net		55,215
									(161,779	)	(8	)
Contract assets		79,680
Accounts receivable, net		85,821		—					—					—			85,821
Inventories		4,134
Contract assets		120,701		—					—					—			120,701
Prepaid expenses and other current assets		23,479									(8)
Inventories		6,101		—					—					—			6,101
Total current assets		190,416
Prepaid expenses and other current assets		26,559		—					(10,441	)	(9	)		—			16,118
Goodwill		292,328
Total current assets		266,631		—					162,791					(2,000	)		427,422
Customer relationships, net		110,250
Goodwill		292,328		—					—					—			292,328
Other intangible assets, net		1,864
Customer relationships, net		106,231		—					—					—			106,231
Property and equipment, net		19,586
Other intangible assets, net		1,761		—					—					—			1,761
Operating lease right-of-use assets		7,697
Property and equipment, net		20,038		—					—					—			20,038
Other assets		478				(2)					(9)
Operating lease right-of-use assets		7,322		—					—					—			7,322
Asset held for sale		4,376
Deferred income tax assets		—		23,305		(1	)		14,986		(10	)		57,729	(15)		96,020
Total assets	$	626,995	$						$				$
Other assets		1,564		—					2,438		(8	)		—			2,700
Liabilities and members’/stockholders’ equity
									(202	)	(8	)
Current liabilities:
									(1,100	)	(8	)
Accounts payable	$	23,700	$						$				$
Asset held for sale		4,376		—					—					—			4,376
Accrued expenses and other current liabilities		21,760									(8)
Total assets	$	700,251	$	23,305				$	178,913				$	55,729		$	958,198
Deferred revenue		10,942
Liabilities, mezzanine equity and equity
Current portion of long-term debt		2,720
Current liabilities:
Operating lease liabilities		3,426
Accounts payable	$	46,747	$	—				$	—				$	—		$	46,747
Total current liabilities		62,548
Accrued expenses and other current liabilities		25,098		—					(7,439	)	(9	)		—			16,559
Long-term debt, net of current portion		255,780									(7)
									(1,100	)	(8	)
Operating lease liabilities, net of current portion		4,700
Deferred revenue		21,190		—					—					—			21,190
Derivative liability		19,999
Current portion of long-term debt		2,720		—					(2,720	)	(8	)		—			2,500
TRA liability		—				(2)					(9)
									2,500		(8	)
Total liabilities		343,027
Operating lease liabilities		3,493		—					—					—			3,493
Mezzanine equity:
Total current liabilities		99,248		—					(8,759	)				—			90,489
Series A preferred units, no par value, 100,000 units authorized, issued and outstanding		80,371
Long-term debt, net of current portion		255,164		—					(158,551	)	(8	)		—			96,613
Redeemable noncontrolling interests		—				(4)					(4)
Operating lease liabilities, net of current portion		4,241		—					—					—			4,241
Members’/stockholders’ equity:
Derivative liability		25,541		(25,541	)	(2	)		—					—			—
Class A units, no par value, 88,532,824 units authorized, issued and outstanding		199,016
TRA liability		—		16,938		(1	)		39,828		(10	)		51,479	(15)		108,245
Class A common stock, par value per share shares authorized; shares issued and outstanding		—				(3)					(6)
Total liabilities		384,194		(8,603	)				(127,482	)				51,479			299,588
Class B common stock, par value per share shares authorized; shares issued and outstanding		—				(1)
Mezzanine equity:
Additional paid-in capital		—				(5)					(10)
Series A preferred units, no par value, 120,000 units authorized, 115,342 units issued and outstanding		93,908		(93,908	)	(2	)		—					—			—
Retained earnings (accumulated deficit)		—				(4)
Redeemable noncontrolling interests		—		223,046		(5	)		148,594		(11	)		(33,620	)(16)		336,278
Total members’/stockholders’ equity (deficit)		199,016
									(732	)	(13	)		(1,010	)(18)
Noncontrolling interest		4,581
Members’/stockholders’ equity:
Total equity (deficit)		203,597
Class A units, no par value, 88,532,824 units authorized, 88,432,824 units issued and outstanding		217,571		(217,571	)	(5	)		—					—			—
Total liabilities and members’ /stockholders’ equity	$	626,995
Class A common stock, $0.0001 par value per share, 1,000,000,000 shares authorized, 56,470,333 shares issued and outstanding		—		3		(2	)(3)		2		(7	)		1	(14)		6

9973


(In thousands, except unit and share amounts)	Holdings LLC As Reported		Organizational Transaction Adjustments					IPO Transactions Adjustments					Offering Transactions Adjustments			AEVEX Corp. Pro Forma
Class B common stock, $0.0001 par value per share, 200,000,000 shares authorized, 57,571,367 shares issued and outstanding		—		6		(4	)		—					(1	)(14)		5
Additional paid-in capital		—		120,332		(5)(6	)		159,118		(11)(12	)		39,870	(16)(17)		319,320
Accumulated deficit		—		—					(587	)	(13	)		(990	)(18)		(1,577	)

Total members’/stockholders’ equity (deficit)		217,571		(97,230	)				158,533					38,880			317,754
Noncontrolling interest		4,578		—					—					—			4,578

Total equity (deficit)		222,149		(97,230	)				158,533					38,880			322,332

Total liabilities, mezzanine equity and equity	$	700,251	$	23,305				$	178,913				$	55,729		$	958,198

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET

Organizational Transaction Adjustments

(1) ~~Reflects~~Subsequent to the ~~issuance~~Organizational ofTransactions, ~~Class~~AEVEX BCorp. ~~common~~has ~~stock~~no tomaterial ~~the~~assets other than its interest in Holdings LLC. ~~Unitholders,~~Holdings onLLC acontinues ~~one-~~to~~-one~~ ~~basis~~be ~~with~~treated ~~the~~as ~~number~~a ofpartnership ~~LLC~~for ~~Units~~tax ~~they~~purposes ~~own,~~and inis ~~exchange~~not ~~for~~subject ~~cash~~to ~~consideration~~U.S. offederal $income ~~million~~tax, ~~equal~~but may be subject to ~~the~~certain ~~par~~U.S. ~~value~~state ofand ~~the~~local ~~Class~~taxes. BAEVEX ~~common~~Corp. ~~stock~~is ~~issued~~a domestic corporation that is subject to U.S. corporate income tax on its earnings, asincluding ~~described~~its inallocable ~~greater~~share ~~detail~~of ~~under~~the ~~“Organizational~~income ~~Structure~~from Holdings LLC.”

~~(2)~~In ~~Subsequent~~connection towith the Organizational Transactions, AEVEX Corp. will ~~have~~record noa ~~material~~deferred ~~assets~~tax ~~other~~asset ~~than~~adjustment ~~its~~of ~~interest in Holdings LLC~~$23.3 million, ~~Holdings~~with ~~LLC~~a ~~will~~corresponding ~~continue~~adjustment to beadditional ~~treated~~paid-in ascapital. aThe ~~partnership~~deferred ~~for~~ tax ~~purposes~~asset ~~and~~is ~~will~~measured ~~not~~based beon ~~subject~~the tofollowing: ~~U.S.~~(i) differences ~~federal~~between ~~income~~financial ~~tax,~~reporting ~~but~~and ~~may~~tax bebasis ~~subject~~associated towith ~~certain~~the ~~U.S.~~Company’s ~~state~~investment ~~and~~in ~~local~~Holdings ~~taxes.~~LLC; ~~AEVEX~~and ~~Corp.~~(ii) tax isbenefits afrom ~~domestic~~future ~~corporation~~deductions ~~that~~attributable ~~will be subject~~ to ~~U.S.~~payments ~~corporate~~under ~~income~~the ~~tax~~Tax onReceivable ~~its~~Agreement ~~earnings,~~as ~~including~~a ~~its~~result ~~allocable share~~ of the ~~income~~Organizational ~~from Holdings LLC~~Transactions.

In connection with the Organizational Transactions, AEVEX Corp. entered into a Tax Receivable Agreement with the TRA Rights Holders, including our Principal Stockholder. The Tax Receivable Agreement liability will ~~record~~be accounted for as a ~~deferred~~contingent ~~tax~~liability, ~~asset~~with ~~adjustment~~amounts ofaccrued when considered probable and reasonably estimable. We will record a $ 16.9 million liability, with a corresponding adjustment to additional paid-in capital, based on our estimate of the aggregate amount that it will pay to the LLC Unitholders under the Tax Receivable Agreement as a result of the Organizational Transactions. The ~~deferred~~TRA ~~tax~~provides ~~asset~~for isthe ~~measured~~payment ~~based~~by onAEVEX ~~the~~Corp. ~~following:~~to ~~(i)~~such ~~differences~~pre-IPO ~~between~~owners ~~financial~~of ~~reporting~~85% ~~and~~of certain tax ~~basis~~benefits, ~~associated~~if ~~with~~any, that the Company’s ~~investment~~actually realizes, as a result of (i) certain increases in the tax basis of the assets of Holdings LLC; and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax ~~loss~~attributes ~~carryforwards~~of Holdings LLC and ~~credits~~its ~~from~~subsidiaries and the ~~merged~~ Blocker ~~Companies;~~Entity that existed prior to our IPO, including existing tax basis and our allocable share of existing tax basis acquired in connection with our IPO and increases to such allocable share of existing tax basis, and (iii) certain other tax benefits ~~from~~related ~~future~~to ~~deductions~~our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. asThe aaforementioned ~~result~~adjustments to deferred tax assets of ~~the Organizational~~$23.3 million ~~Transactions~~and TRA liability of $16.9 million result in a net adjustment to additional paid-in capital of $6.4 million.

In(2) ~~connection~~As ~~with~~part of the Organizational Transactions, ~~AEVEX~~all ~~Corp.~~Series ~~will~~A ~~enter~~Preferred ~~into~~Units a(and ~~Tax Receivable Agreement with~~ the ~~TRA~~related ~~Rights~~derivative ~~Holders, including our Principal Stockholder. The Tax Receivable Agreement~~ liability) ~~will~~converted beinto ~~accounted for as a contingent liability~~7,208,876 ~~with~~shares ~~amounts~~of ~~accrued~~Class ~~when~~A ~~considered~~common ~~probable~~stock ~~and~~at ~~reasonably estimable. We will record~~ a ~~$ million~~conversion ~~liability,~~price ~~with a corresponding adjustment to additional paid-in capital,~~ based on ~~our~~80% ~~estimate~~ of the ~~aggregate~~initial ~~amount~~public ~~that~~offering ~~it will pay to the LLC Unitholders under the Tax Receivable Agreement as a result of the Organizational Transactions~~price.

(3) As part of the Organizational Transactions, i) certain holders of an indirect interest in Holdings LLC exchanged a portion of such interest in Holdings LLC for a direct or indirect interest in ATS PubCo Holdings, which in turn contributed its interest in Holdings LLC to AEVEX Corp. in exchange for 9,502,626 shares of Class A common stock, and ii) the Blocker Entity ~~will~~merged ~~merge~~ with and into AEVEX Corp. with our Principal Stockholder receiving as consideration 15,632,674 shares of Class A common stock. As a result of ~~the~~these ~~Blocker~~Organizational ~~Merger~~Transactions, AEVEX Corp. ~~will~~obtained ~~obtain~~25,135,300 LLC Units of Holdings LLC.

(4) As apart ~~result~~ of the Organizational Transactions, ~~the~~we ~~limited~~issued ~~liability~~63,297,524 ~~company~~shares ~~agreement~~ of ~~Holdings~~Class ~~LLC~~B ~~will~~common bestock ~~amended and restated~~ to, ~~among~~ATS ~~other~~Investment ~~things, designate AEVEX Corp. as the sole managing member of~~ Holdings ~~LLC. As sole managing member~~, ~~AEVEX~~on ~~Corp.~~a ~~will~~one-to-one ~~exclusively~~basis ~~operate~~with ~~and control~~ the ~~business~~number ~~and affairs~~ of ~~Holdings~~ LLC. ~~The LLC~~ Units ~~owned~~it ~~by the LLC Unitholders will be considered noncontrolling interests in the consolidated financial statements of AEVEX Corp. The adjustments to (i) noncontrolling interests of $ million~~owns, ~~(ii)~~for ~~additional~~nominal ~~paid-in capital of $ million, and (iii) retained earnings of $ million reflect the proportional interest in the pro forma consolidated total equity of Holdings LLC owned by the LLC Unitholders~~consideration.

(5) ~~The~~As ~~following~~a ~~table~~result isof athe ~~reconciliation~~Organizational Transactions, the limited liability company agreement of Holdings LLC was amended and restated to, among other things, designate AEVEX Corp. as the ~~adjustments~~sole ~~impacting~~managing ~~additional~~member ~~paid-in~~of ~~capital~~Holdings ~~(in~~LLC. ~~millions):~~As sole managing member, AEVEX Corp. exclusively operates and controls the business and affairs of Holdings LLC. The LLC Units owned by the LLC Unitholders will be

Net adjustment from recognition of deferred tax assets and payable to related parties pursuant to the Tax Receivable Agreement		(2)
Acquisition of Blocker Merger		(3)
Adjustment for noncontrolling interests		(4)
Net additional paid-in capital pro forma adjustment	$

considered redeemable noncontrolling interests in the consolidated financial statements of AEVEX Corp. in accordance with ASC 480-10-S99-3A, “Distinguishing Liabilities from Equity,” because they are redeemable upon the occurrence of an event that is not solely within our control. Since the holders of the redeemable noncontrolling interests initially control the Board and since their exchange right may be settled in cash at the Company’s election, the cash redemption is effectively in the control of the holders of the redeemable noncontrolling interests. The adjustments to (i) redeemable noncontrolling interests of $223.0 million,

(ii) additional paid-in capital of $120.3 million, and (iii) Holdings LLC Class A Units of $(217.6) million reflect the proportional interest in the pro forma consolidated total equity of Holdings LLC owned by the LLC Unitholders.

The following table is a reconciliation of the pro forma adjustment impacting redeemable noncontrolling interests (in millions):


Holdings LLC Class A Units	$	217.6
Conversion of Series A Preferred Units (and the related derivative liability) into shares of Class A common stock		119.4	(2)

Total Holdings LLC net assets immediately following the Organizational Transactions		337.0
Redeemable noncontrolling interests ownership immediately following the Organizational Transactions		66.2	%

Redeemable noncontrolling interests following the Organizational Transactions	$	223.0	(5)

(6)

The following table is a reconciliation of the pro forma adjustment impacting additional paid-in capital (in millions):


Total Holdings LLC net assets immediately following the Organizational Transactions	$	337.0	(5)
Controlling interest ownership immediately following the Organizational Transactions		33.8	%

Additional paid-in capital following the Organizational Transactions		113.9
Net adjustment from recognition of deferred tax assets and payable to related parties pursuant to the Tax Receivable Agreement		6.4	(1)

Net additional paid-in capital pro forma adjustment	$	120.3	(6)

IPO Transactions Adjustments

(7)

The proceeds to us from our IPO were approximately $345.9 million, based on the initial public offering price of $20.00 per share, after deducting $22.1 million of underwriting discounts and commissions. We used the net proceeds from this offering to acquire 18,400,000 newly issued LLC Units from Holdings LLC for $345.9 million. This adjustment also reflects the use by Holdings LLC of

the proceeds it received from us to pay $10.9 million of expenses incurred in connection with this offering as discussed in note (9). The following table is a reconciliation of the pro forma adjustment impacting cash and cash equivalents (in millions):


Net proceeds from our IPO		$345.9
Payment of expenses incurred in connection with our IPO		(10.9	)

Net cash and cash equivalents pro forma adjustment	$	335.0	(7)

(8)

In connection with the closing of our IPO, we refinanced our prior Credit Agreement and entered into the New Credit Agreement. Holdings LLC used the proceeds of $100.0 million from the New Credit Facilities, together with a portion of the net proceeds it received from our IPO, to repay all amounts outstanding under our prior Credit Agreement and to pay $3.3 million of expenses incurred in connection with this refinancing. The following table is a reconciliation of the pro forma adjustment impacting cash and cash equivalents (in millions):


Proceeds from the New Credit Agreement	$	100.0
Repayment of current portion of long-term debt		(2.7	)
Repayment of long-term debt, net of current portion		(255.8	)
Payment of New Credit Agreement fees		(3.3	)

Net cash and cash equivalents pro forma adjustment	$	(161.8	)(8)

We have deferred certain legal costs associated with this refinancing. As of March 31, 2026, $1.1 million of these costs were recorded to other assets, of which $1.1 million was unpaid as of March 31, 2026, and an additional $2.2 million of such costs were incurred subsequent to March 31, 2026. Upon the completion of this refinancing, $2.4 million of the New Credit Agreement fees have been allocated to other assets as deferred financing costs for the New Revolving Credit Facility and the New Delayed Draw Term Loan Facility, while the remaining $0.9 million has been allocated to long-term debt, net of current portion, as deferred financing costs for the New Term Loan Facility. This adjustment also reflects the write-off of unamortized deferred financing costs under our prior Credit Agreement of $0.8 million, of which $0.2 million is reflected as a reduction to other assets, with the remaining $0.6 million reflected as an adjustment to long-term debt, net of current portion. The following table is a reconciliation of the pro forma adjustment impacting long-term debt, net of current portion (in millions):


Proceeds from the New Credit Agreement	$	100.0
Current portion of long-term debt under the New Credit Agreement		(2.5	)
Repayment of long-term debt, net of current portion		(255.8	)
Write-off of unamortized deferred financing costs under our prior Credit Agreement		0.6
Allocation of New Credit Agreement fees to long-term debt, net of current portion		(0.9	)

Net long-term debt, net of current portion, pro forma adjustment	$	(158.6	)(8)

(9)

We have deferred certain costs associated with our IPO. These costs primarily represent legal, accounting and other costs directly associated with our IPO. As of March 31, 2026, $10.4 million of these costs were recorded to prepaid expenses and other current assets, of which $7.4 million was unpaid as of March 31, 2026, and an additional $2.9 million of capitalizable costs were incurred subsequent to March 31, 2026. Upon completion of our IPO, these deferred costs have been charged against the proceeds from our IPO with a corresponding reduction to additional paid-in capital as represented in notes (11) and (12). After March 31, 2026, we incurred an additional $0.5 million of costs associated with our IPO that were not eligible for capitalization. These costs were expensed as incurred and were recorded to accumulated deficit.

(10)

Following our IPO, AEVEX Corp. will record an additional deferred tax asset of approximately $15.0 million, with a corresponding adjustment to additional paid-in capital, which is primarily attributable to the differences between financial reporting and tax basis associated with the Company’s investment in Holdings LLC.

In addition, as described in note (1) above, we entered into a Tax Receivable Agreement with certain of our pre-IPO owners that provides for the payment by AEVEX Corp. to such pre-IPO owners of 85% of certain tax benefits, if any, that the Company actually realizes, as a result of (i) certain increases in the tax basis of the assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to our IPO, including existing tax basis and our allocable share of existing tax basis acquired in connection with our IPO and increases to such allocable share of existing tax basis, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. Following our IPO, AEVEX Corp. will record an additional TRA liability of approximately $39.8 million, with a corresponding adjustment to additional paid-in capital. The aforementioned adjustments to deferred tax assets of $15.0 million and TRA liability of $39.8 million result in a net adjustment to additional paid-in capital of approximately $(24.8) million.

(11)

As a result of our IPO, the adjustments to (i) redeemable noncontrolling interests of $148.6 million and (ii) additional paid-in capital of $159.1 million reflect the proportional interest in the pro forma consolidated total equity of Holdings LLC owned by the LLC Unitholders.

The following table is a reconciliation of the pro forma adjustment impacting redeemable noncontrolling interests (in millions):


Total Holdings LLC net assets immediately following the Organizational Transactions	$	337.0	(5)
Net proceeds from our IPO		345.9	(7)
Capitalized offering costs		(13.3	)(9)

Total Holdings LLC net assets immediately following the Organizational Transactions and our IPO		669.6
Redeemable noncontrolling interests ownership immediately following the Organizational Transactions and our IPO		55.5	%

Redeemable noncontrolling interests following the Organizational Transactions and our IPO		371.6
Redeemable noncontrolling interests following the Organizational Transactions		(223.0	)(5)

Net adjustment to redeemable noncontrolling interests	$	148.6	(11)

(12)

The following table is a reconciliation of the pro forma adjustment impacting additional paid-in capital (in millions):


Total Holdings LLC net assets immediately following the Organizational Transactions and our IPO	$	669.6	(11)
Controlling interest ownership immediately following the Organizational Transactions and our IPO		44.5	%

Additional paid-in capital following the Organizational Transactions and our IPO		297.8
Net adjustment from recognition of deferred tax assets and payable to related parties pursuant to the Tax Receivable Agreement following our IPO		(24.8	)(10)
Additional paid-in capital following the Organizational Transactions		(113.9	)(6)

Net adjustment to additional paid-in capital	$	159.1	(12)

(13)

Represents the total pro forma adjustment to accumulated deficit (allocable to the controlling interest and redeemable noncontrolling interests), which is comprised of: (i) costs associated with our IPO incurred after March 31, 2026 that were not eligible for capitalization and were expensed as incurred, and (ii) the write-off of unamortized deferred financing costs related to our prior Credit Agreement as a result of refinancing our prior Credit Agreement and entering into the New Credit Agreement in connection with the closing of our IPO.

The following table is a reconciliation of the pro forma adjustment impacting redeemable noncontrolling interests (in millions):


Write-off of unamortized deferred financing costs related to our prior Credit Agreement	$	(0.8	)(8)
Offering costs not eligible for capitalization		(0.5	)(9)

Total pro forma impact to accumulated deficit	$	(1.3	)

Pro forma impact to accumulated deficit - allocable to the redeemable noncontrolling interests (55.5%)	$	(0.7	)
Pro forma impact to accumulated deficit - allocable to the controlling interest (44.5%)	$	(0.6	)

Offering Transactions Adjustments

(614) We estimate that the proceeds to us from this offering will be approximately $212.0 million, ~~(or~~based on an assumed public offering price of $38.47 per share, after deducting $8.3 million ifof ~~the~~underwriting ~~underwriters~~discounts ~~exercise~~and incommissions. ~~full~~We ~~their~~intend ~~option~~to use the net proceeds to purchase ~~additional~~5,726,157 LLC Units (Series B Units), together with an equivalent number of shares of Class B common stock, from certain direct and indirect members of ATS Investment Holdings, including entities controlled by our Principal Stockholder. The LLC Units of Holdings LLC will be acquired by us at a purchase price per unit or share equal to the public offering price per share of Class A common stock in this offering, less underwriting discounts and commissions. This adjustment also reflects $2.0 million of estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of the shares of Class A common stock being offered by the Selling Securityholders.

~~100~~The following table is a reconciliation of the pro forma adjustment impacting cash and cash equivalents (in millions):


Net proceeds from this offering	$	212.0
Purchase of LLC Units (Series B Units)		(212.0	)
Payment of expenses incurred in connection with this offering		(2.0	)

Net cash and cash equivalents pro forma adjustment	$	(2.0	)(14)

(15)

As described in note (2) above, we entered into a Tax Receivable Agreement with certain of our pre-IPO owners that provides for the payment by AEVEX Corp. to such pre-IPO owners of 85% of certain tax benefits, if any, that the Company actually realizes, as a result of (i) certain increases in the tax basis of the assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to our IPO, including existing tax basis and our allocable share of existing tax basis acquired in connection with our IPO and increases to such allocable share of existing tax basis, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement.

The purchase of LLC Units in this offering will result in an increase in the tax basis of the assets of Holdings LLC subject to the provisions of the Tax Receivable Agreement. Based upon a public

~~common~~ offering ~~stock),~~price ~~based~~in onthis ~~an assumed initial public~~ offering ~~price~~ of $38.47 per share, ~~which is the midpoint~~ of ~~the~~our ~~estimated~~Class A ~~offering~~common ~~price range set forth on the cover page of this prospectus~~stock, ~~after~~we ~~deducting~~would $have ~~million~~recognized ofa ~~estimated~~deferred ~~underwriting~~tax ~~discounts~~asset ~~and~~in ~~commissions. We intend to use~~ the ~~net~~amount ~~proceeds~~of ~~from this offering to (i) acquire newly issued LLC Units from Holdings LLC for~~ $57.7 million, ~~(ii) purchase Series B Units in Holdings LLC from certain direct~~ and ~~indirect~~a ~~members~~TRA ofliability ~~ATS Investment Holdings, including entities controlled by our Principal Stockholder and (iii) purchase shares~~ of ~~Class A common stock from certain direct and indirect partners of ATS Pubco Holdings, including entities controlled by our Principal Stockholder~~$51.5 ~~In turn~~million, ~~Holdings~~representing ~~LLC~~85% ~~intends~~of ~~to apply~~ the ~~proceeds~~tax itbenefits ~~receives~~and ~~from~~a ~~us (i) to repay~~ $6.2 million ofnet ~~outstanding~~adjustment ~~borrowings under our Credit Agreement, (ii)~~ to ~~pay~~additional ~~expenses incurred~~ paid-in ~~connection with this offering discussed in note (8) and (iii) for general corporate purposes~~capital. ~~For more information, see “Use of Proceeds.”~~

~~(7)~~The ~~Shortly~~Tax ~~after~~Receivable Agreement will be accounted for as a contingent liability, with amounts accrued when considered probable and ~~conditioned~~reasonably ~~upon,~~estimable. Due to the ~~closing~~uncertainty in the amount and timing of ~~this~~future ~~offering,~~exchanges weof ~~intend~~LLC toUnits ~~refinance~~by certain of our existing ~~Credit~~direct ~~Agreement~~and indirect owners and ~~enter~~purchases ~~into~~of LLC Units from such owners, the ~~New~~unaudited ~~Credit~~consolidated ~~Agreement~~pro forma financial information assumes that no additional future exchanges or purchases of LLC Units have occurred. ~~Holdings~~However, if the Continuing LLC ~~intends~~Unitholders were to ~~use~~exchange all of the ~~net~~LLC ~~proceeds~~Units that they will hold immediately following this offering for shares of Class A common stock immediately following the ~~New~~completion ~~Term~~of ~~Loan~~this offering, ~~together~~we ~~with~~would recognize an incremental deferred tax asset of approximately $660.5 million and a ~~portion~~noncurrent liability of approximately $561.4 million based on the ~~net~~Company’s ~~proceeds~~estimate of the aggregate amount that it ~~receives~~will ~~from~~pay ~~this~~under ~~offering~~the Tax Receivable Agreement as a result of such hypothetical exchange, toassuming: ~~repay~~(i) a ~~all~~price ~~amounts~~of ~~outstanding~~$38.47 ~~under~~per share of our ~~existing~~Class A ~~Credit~~common ~~Agreement~~stock; (ii) a constant corporate tax rate of 24.1%; (iii) we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law. The deferred tax asset amount is just the tax savings from the incremental tax basis subject to the TRA and does not include the total partnership deferred adjustment and any indirect effects.

~~(8)~~These Weamounts are ~~deferring~~estimates ~~certain costs associated with this offering. These costs primarily represent legal, accounting~~ and ~~other~~have ~~costs~~been ~~directly~~prepared ~~associated~~for ~~with~~informational ~~this~~purposes ~~offering~~only. AsThe ofactual ~~December~~amount ~~31, 2025, $3.8 million~~ of ~~these~~deferred ~~costs~~tax ~~were~~assets ~~recorded~~and torelated ~~prepaid~~noncurrent ~~expenses~~liabilities ~~and~~that ~~other~~we ~~current~~will ~~assets,~~recognize ~~and~~as ana ~~additional~~result ~~$ million~~ of ~~capitalizable~~any ~~costs~~such ~~were~~future ~~incurred~~exchanges ~~subsequent~~will todiffer ~~December~~based 31on, ~~2025.~~among ~~Upon~~other ~~completion~~things: of(i) the ~~this~~amount ~~offering,~~and ~~these~~timing ~~deferred~~of ~~costs~~future ~~will~~exchanges beof ~~charged~~LLC ~~against~~Units ~~the~~by ~~proceeds~~LLC ~~from~~Unitholders, ~~this~~and ~~offering~~the ~~with~~extent ~~a corresponding reduction~~ to ~~additional~~which ~~paid-in~~such ~~capital~~exchanges asare ~~discussed~~taxable; ~~in note~~ (10ii). the ~~After~~price ~~December~~per ~~31,~~share ~~2025,~~of weour ~~incurred~~Class A ancommon ~~additional~~stock $at ~~million~~the time of ~~costs~~the ~~associated~~exchanges; ~~with~~(iii) the ~~this~~amount ~~offering~~and ~~that~~timing ~~were~~of ~~not~~future ~~eligible~~income ~~for~~against ~~capitalization.~~which ~~These~~to ~~costs~~offset ~~were~~the ~~expensed~~tax asbenefits; ~~incurred~~ and ~~were~~(iv) the ~~recorded~~tax torates ~~accrued~~then ~~expenses~~in ~~and retained earnings~~effect.

(916) ~~Following~~The ~~the~~following ~~Offering~~table ~~Transaction,~~is ~~AEVEX~~a ~~Corp.~~reconciliation ~~will record an additional deferred tax asset~~ of $the ~~million,~~pro ~~with~~forma ~~a corresponding~~ adjustment toimpacting ~~additional~~redeemable ~~paid-in~~noncontrolling ~~capital,~~interests ~~which is primarily attributable to the differences between financial reporting and tax basis associated with the Company’s investment~~ (in ~~Holdings LLC and the tax benefits from future deductions attributable to payments under the Tax Receivable Agreement.~~millions):

As described in note (2) above, we will enter into a Tax Receivable Agreement with certain of our pre-IPO owners that provides for the payment by AEVEX Corp. to such pre-IPO owners of 85% of certain tax benefits, if any, that the Company actually realizes, as a result of (i) certain increases in the tax basis of the assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to this offering, including existing tax basis and our allocable share of existing tax basis acquired in connection with this offering and increases to such allocable share of existing tax basis, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. Following the Offering Transaction, AEVEX Corp. will record an additional TRA liability of $ million, with a corresponding adjustment to additional paid-in capital.


Total Holdings LLC net assets immediately following the Organizational Transactions, our IPO and this offering	$	669.6	(11)
Redeemable noncontrolling interests ownership immediately following the Organizational Transactions, our IPO and this offering		50.5	%

Redeemable noncontrolling interests following the Organizational Transactions, our IPO and this offering		338.0
Redeemable noncontrolling interests following the Organizational Transactions and our IPO		(371.6	)(11)

Net adjustment to redeemable noncontrolling interests	$	(33.6	)(16)

(17) The ~~Tax~~following ~~Receivable Agreement~~table ~~will~~is ~~be accounted for as~~ a ~~contingent~~reconciliation ~~liability, with amounts accrued when considered probable and reasonably estimable. Due to the uncertainty in the amount and timing~~ of ~~future exchanges of LLC Units by certain of our existing direct and indirect owners and purchases of LLC Units from such owners,~~ the ~~unaudited condensed consolidated~~ pro forma ~~financial~~adjustment ~~information~~impacting ~~assumes~~additional ~~that~~paid-in nocapital future exchanges or purchases of LLC Units have occurred. However, if the Continuing Unitholders were to exchange all of the Common Units that they will hold immediately following this offering for shares of Class A common stock immediately following the completion of this offering, we would recognize an incremental deferred tax asset of approximately $ million and a noncurrent liability of approximately $ million based on the Company’s estimate of the aggregate amount that it will pay under the Tax Receivable Agreement as a result of such hypothetical exchange, assuming: (i)in ~~a price of~~ millions):

101


Total Holdings LLC net assets immediately following the Organizational Transactions, our IPO and this offering	$	669.6	(11)
Controlling interest ownership immediately following the Organizational Transactions, our IPO and this offering		49.5	%

Additional paid-in capital following the Organizational Transactions, our IPO and this offering		331.5

$ per share of our Class A common stock; (ii) a constant corporate tax rate of %; (iii) we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related noncurrent liabilities that we will recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Common Units by Continuing Unitholders, and the extent to which such exchanges are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect.


Net adjustment from recognition of deferred tax assets and payable to related parties pursuant to the Tax Receivable Agreement following this offering	$	6.2	(15)
Additional paid-in capital following the Organizational Transactions and our IPO		(297.8	)(12)

Net adjustment to additional paid-in capital	$	39.9	(17)

(1018) ~~The~~Represents ~~following~~the ~~table~~total ispro aforma ~~reconciliation~~adjustment ofto ~~the~~accumulated ~~adjustments~~deficit ~~impacting~~(allocable ~~additional~~to ~~paid-in~~the ~~capital~~controlling ~~(in~~interest ~~millions~~and redeemable noncontrolling interests):, comprised of costs associated with this offering incurred after March 31, 2026 that were not eligible for capitalization and were expensed as incurred.

Net proceeds from offering of Class A common stock	$	(6	)
Reclassification of deferred costs incurred in this offering to additional paid-in capital		(8	)
Net adjustment from recognition of deferred tax assets and payable to related parties pursuant to the Tax Receivable Agreement		(9	)
Net additional paid-in capital pro forma adjustment	$

The following table is a reconciliation of the pro forma adjustment impacting redeemable noncontrolling interests (in millions):

102


Offering costs not eligible for capitalization	$	(2.0	)(14)

Total pro forma impact to accumulated deficit	$	(2.0	)

Pro forma impact to accumulated deficit - allocable to the redeemable noncontrolling interests (50.5%)	$	(1.0	)
Pro forma impact to accumulated deficit - allocable to the controlling interest (49.5%)	$	(1.0	)

UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except share amounts)	Holdings LLCAs Reported			OrganizationalTransactionAdjustments					~~OfferingTransactionsAdjustments~~IPOTransactionsAdjustments					~~AEVEX Corp.Pro Forma~~OfferingTransactionsAdjustment					AEVEX Corp.Pro Forma
Total revenue	$	432,933		$	—				$	—				$	—				$	432,933
Total cost of revenue		338,630			—					—					—					338,630
Gross profit		94,303			—					—					—					94,303
Operating Expenses:
Selling, general and administrative		41,626			—					547		(3	)		2,000		(3	)		44,173
Research and development		25,439			—					—					—					25,439
Amortization of intangible assets		16,606			—					—					—					16,606
Change in contingent consideration		2,435			—					—					—					2,435
Total operating expenses		86,106			—					547					2,000					88,653
Income from operations		8,197			—					(547	)				(2,000	)				5,650
Other income (expense):
Interest expense		(32,346	)		—					20,671		(1)2	)		—					(11,675	)
Interest income		699			—					—					—					699
Other income. net		6,841
Other income, net		6,841			—					—					—					6,841
Total other expense, net		(24,806	)		—					20,671					—					(4,135	)
Loss before income taxes		(16,609	)
(Loss) income before income taxes		(16,609	)		—					20,124					(2,000	)				1,515
Income tax (benefit) expense		171					(2	)				(3	)
Income tax expense (benefit)		171			—					173		(4	)		(197	)	(4	)		147
Net income (loss)		(16,780	)
Net (loss) income		(16,780	)		—					19,951					(1,803	)				1,368
Net income (loss) attributable to noncontrolling interests		106					(4)					(4)
Net income attributable to noncontrolling interest		106			—					—					—					106
Net income (loss) attributable to AEVEX Corp.	$	(16,886	)	$					$					$
Net (loss) income attributable to redeemable noncontrolling interest		—			—					1,892		(5	)		(1,180	)	(5	)		712
Pro Forma Earnings Per Share
Net (loss) income attributable to AEVEX Corp.		(16,886	)		—					18,059					(623	)				550
Basic	$	(0.20	)											$			(5	)
Series A preferred units accretion		450			(450	)	(1	)		—					—					—
Diluted	$	(0.20	)											$			(5	)
Series A preferred units deemed dividend		—			28,941		(6	)		—					—					28,941
Pro Forma Number of Shares Used in Computing EPS
Net (loss) income attributable to AEVEX Corp. common stockholders	$	(17,336	)	$	(28,491	)			$	18,059				$	(623	)			$	(28,391	)
Basic		88,532,824															(5)
Pro Forma Loss Per Share of Class A Common Stock
Diluted		88,532,824															(5)
Basic	$	(0.20	)																$	(0.50	)	(6	)
Diluted	$	(0.20	)																$	(0.50	)	(6	)
Pro Forma Number of Shares Used in Computing EPS
Basic		88,532,824																		56,470,333		(6	)
Diluted		88,532,824																		56,470,333		(6	)

~~103~~82

UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026


(In thousands, except share amounts)	Holdings LLC As Reported			Organizational Transaction Adjustments					IPO Transactions Adjustments					Offering Transactions Adjustment					AEVEX Corp. Pro Forma
Total revenue	$	216,693		$	—				$	—				$	—				$	216,693
Total cost of revenue		160,199			—					—					—					160,199

Gross profit		56,494			—					—					—					56,494
Operating Expenses:
Selling, general and administrative		19,412			—					—					—					19,412
Research and development		3,337			—					—					—					3,337
Amortization of intangible assets		4,122			—					—					—					4,122

Total operating expenses		26,871			—					—					—					26,871

Income from operations		29,623			—					—					—					29,623
Other income (expense):
Interest expense		(6,544	)		—					4,703		(2	)		—					(1,841	)
Interest income		106			—					—					—					106
Change in fair value of derivative liability		(2,400	)		2,400		(1	)		—					—					—
Other income. net		213			—					—					—					213

Total other expense, net		(8,625	)		2,400					4,703					—					(1,522	)

Income (loss) before income taxes		20,998			2,400					4,703					—					28,101
Income tax expense (benefit)		—			—					3,000		(4	)		339		(4	)		3,339

Net income (loss)		20,998			2,400					1,703					(339	)				24,762
Net income attributable to noncontrolling interest		72			—					—					—					72
Net income (loss) attributable to redeemable noncontrolling interest		—			—					15,557		(5	)		(1,407	)	(5	)		14,150

Net income (loss) attributable to AEVEX Corp.		20,926			2,400					(13,854	)				1,068					10,540
Series A preferred units accretion		1,362			(1,362	)	(1	)		—					—					—

Net income (loss) attributable to AEVEX Corp. common stockholders	$	19,564		$	3,762				$	(13,854	)			$	1,068				$	10,540

Pro Forma Earnings Per Share of Class A Common Stock
Basic	$	0.22																	$	0.19		(6	)

Diluted	$	0.22																	$	0.19		(6	)

Pro Forma Number of Shares Used in Computing EPS
Basic		88,478,380																		56,470,333		(6	)

Diluted		88,478,380																		56,470,333		(6	)

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

(1) ~~Shortly~~As ~~after,~~part ~~and~~of ~~conditioned upon,~~ the ~~closing~~Organizational ~~of this offering~~Transactions, weall ~~intend~~Series toA ~~refinance~~Preferred ~~our~~Units ~~existing Credit Agreement~~ (and ~~enter into~~ the ~~New Credit Agreement and expect to incur a debt extinguishment charge~~ related toderivative ~~the~~liability) ~~repayment~~converted ofinto ~~our existing Credit Agreement. Our capitalized debt issuance costs were $ million as of January 1~~7, ~~2025~~208,876 ~~which~~shares ~~represents~~of ~~the~~Class ~~extinguishment~~A ~~charge~~common ~~had~~stock weat ~~refinanced~~a ~~our~~conversion ~~existing~~price ~~Credit~~based ~~Agreement~~ on ~~January~~80% ~~1, 2025. This adjustment reflects the elimination~~ of the ~~historical~~initial ~~interest~~public ~~expense~~offering ~~and~~price. ~~amortization~~As ofa ~~debt~~result, ~~issuance costs related to~~ the ~~existing~~Series ~~Credit~~A ~~Agreement,~~preferred ~~the~~units ~~recognition~~accretion of a$0.5 ~~debt~~million ~~extinguishment~~during ~~charge associated with~~ the ~~repayment~~year ofended ~~the~~December ~~existing Credit Agreement~~31, ~~and~~2025 ~~recognition~~is ofreversed. ~~deferred~~In ~~financing~~addition, ~~costs and interest expense related to~~ the ~~New~~change ~~Credit~~in ~~Agreement~~fair ~~using~~value anof ~~assumed~~derivative ~~interest~~liability ~~rate~~ of ~~% per annum~~$2.4 Amillion ~~1/8~~and ~~point~~the ~~increase~~Series orA ~~decrease~~preferred inunits ~~this~~accretion ~~assumed~~of ~~interest rate would result in a~~ $1.4 million ~~change~~during in the ~~estimated~~three ~~reduction~~months inended ~~interest~~March ~~expense~~31, 2026 are reversed.

(2) In ~~2025,~~connection ~~Holdings~~with ~~LLC~~the ~~financial~~closing ~~statements~~of ~~included~~our aIPO, ~~tax~~we ~~provision~~refinanced ofour $prior ~~million~~Credit ~~attributable~~Agreement toand ~~minimal~~entered ~~state~~into ~~and~~the ~~foreign~~New ~~taxes~~Credit Agreement and ~~federal~~incurred ~~and~~a ~~state~~debt ~~taxes~~extinguishment charge related to the repayment of aall ~~regarded~~amounts ~~corporation~~outstanding ~~that~~under isour ~~entirely~~prior ~~owned~~Credit Agreement. Our capitalized debt issuance costs were $1.5 million as of ~~December~~January 311, 2025., ~~Following~~which represents the ~~Organizational~~extinguishment ~~Transactions,~~charge ~~AEVEX~~had ~~Corp.~~we ~~will~~refinanced beour ~~subject~~prior toCredit ~~U.S.~~Agreement ~~federal~~on January 1, ~~state~~2025. ~~and~~This ~~local~~adjustment ~~income~~reflects ~~taxes~~the ~~with~~elimination ~~respect~~of tothe ~~its~~historical ~~allocable~~interest ~~share~~expense and amortization of ~~taxable~~deferred ~~income~~financing ~~generated~~costs byrelated ~~Holdings~~to ~~LLC.~~our Asprior aCredit ~~result~~Agreement, the ~~unaudited~~recognition ~~pro~~of ~~forma~~the ~~condensed~~debt ~~consolidated~~extinguishment ~~statement~~charge associated with the repayment of ~~operations~~our ~~reflects~~prior ~~adjustments~~Credit toAgreement, ~~record~~and ~~AEVEX~~recognition ~~Corp.~~of ~~income~~deferred ~~tax~~financing costs and interest expense ~~attributable~~related to ~~its~~the ~~allocable~~New ~~share~~Credit ofAgreement ~~income,~~using atan aassumed ~~blended~~interest Urate of 6.S40% per annum. ~~federal~~A ~~and~~1/8 ~~state~~point ~~statutory~~increase ~~tax~~or decrease in this assumed interest rate would result in changes in the estimated interest expense of ~~24%~~$0.1 million and $30 thousand for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively. The following table is a reconciliation of the pro forma adjustments impacting interest expense (in millions):

(3) Following the Offering Transactions, AEVEX Corp. will have additional income subject to U.S. federal, state and local income taxes with respect to its allocable share of taxable income generated by Holdings LLC. As a result, the unaudited pro forma condensed consolidated statement of operations reflects an additional adjustment of $ million to record AEVEX Corp. income tax expense attributable to its allocable share of income, at a blended U.S. federal and state statutory tax rate of 24%.


	Year Ended December 31, 2025			Three Months Ended March 31, 2026
Interest expense under our prior Credit Agreement	$	28.2		$	6.3
Deferred financing cost amortization expense under our prior Credit Agreement		1.0			0.1
Prior Credit Agreement extinguishment charge		(1.5	)		—
Interest expense under the New Credit Agreement		(6.3	)		(1.6	)
Deferred financing cost amortization expense under the New Credit Agreement		(0.7	)		(0.1	)

Net pro forma adjustment to interest expense	$	20.7	(2)	$	4.7	(2)

(43) ~~Following~~After ~~the~~March ~~Organizational~~31, ~~Transactions~~2026, ~~AEVEX~~we ~~Corp~~incurred $0.5 ~~will~~million ~~become~~and ~~the~~$2.0 ~~sole~~million ~~managing member~~ of ~~Holdings~~costs ~~LLC,~~associated ~~and~~with ~~upon~~our ~~consummation~~IPO ofand this offering, AEVEX Corp. will initially own approximately % of the economic interest in Holdings LLC but will have 100% of the voting power and control the management of Holdings LLC. The ownership percentage held by the noncontrolling interestrespectively, ~~the~~that ~~LLC~~were ~~Unitholders,~~not ~~will~~eligible befor ~~approximately %~~capitalization. ~~Net~~These ~~income~~costs ~~attributable~~were toexpensed ~~the~~as ~~noncontrolling interest will represent approximately % of net income~~incurred.

(54) ~~The~~Following ~~weighted average number of shares underlying~~ the ~~basic~~IPO ~~earnings~~Transactions, ~~per share calculation reflects only the shares of Class A common stock outstanding after the offering as they are the only outstanding shares which participate in distributions or dividends by~~ AEVEX Corp. ~~Pro~~has ~~forma~~additional ~~diluted earnings per share is computed by adjusting pro forma net~~ income ~~attributable~~subject to ~~AEVEX Corp~~U.S. ~~and~~federal, ~~the~~state ~~weighted~~and ~~average~~local ~~shares~~income oftaxes ~~Class~~with Arespect ~~common stock outstanding~~ to ~~give~~its ~~effect~~allocable toshare ~~potentially~~of ~~dilutive~~taxable ~~securities~~income ~~that~~generated ~~qualify~~by asHoldings ~~participating~~LLC. ~~securities~~As ~~using~~a result, the ~~treasury~~unaudited ~~stock~~pro ~~method,~~forma asconsolidated ~~applicable.~~statements ~~Shares~~ of ~~Class~~operations Breflect ~~common~~an ~~stock~~additional ~~are~~adjustment ~~not~~of ~~participating~~$0.2 ~~securities~~million and ~~therefore~~$3.0 ~~are~~million ~~not~~for ~~included in~~ the ~~calculation~~year ofended ~~pro~~December ~~forma basic earnings per share. LLC Units~~31, ~~together~~2025 ~~with~~and anthe ~~equal~~three ~~number~~months ofended ~~shares~~March ~~of Class B common stock~~31, ~~may be exchanged~~2026, ~~at our option~~respectively, ~~for~~to ~~shares~~record ofthe ~~our~~AEVEX ~~Class~~Corp. Aincome ~~common~~tax ~~stock~~expense or ~~for~~benefit ~~cash.~~attributable ~~After~~to ~~evaluating~~its ~~the~~allocable ~~potential~~share ~~dilutive~~of ~~effect~~income ~~under~~or ~~the~~loss, ~~if-converted~~at ~~method,~~a ~~the~~blended ~~outstanding~~U.S. ~~LLC~~federal ~~Units~~and ~~for~~state ~~the~~statutory ~~assumed~~tax ~~exchange~~rate of ~~noncontrolling interests were determined to~~24.1%.

~~104~~Following the Offering Transactions, AEVEX Corp. has additional income subject to U.S. federal, state and local income taxes with respect to its allocable share of taxable income generated by Holdings LLC. As a result, the unaudited pro forma consolidated statements of operations reflect an additional adjustment of $(0.2) million and $0.3 million for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively, to record the AEVEX Corp. income tax expense or benefit attributable to its allocable share of income or loss, at a blended U.S. federal and state statutory tax rate of 24.1%.

be(5) ~~antidilutive~~Following ~~and~~the ~~thus~~Organizational ~~were~~Transactions, ~~excluded~~AEVEX inCorp. became the ~~computation~~sole managing member of ~~diluted~~Holdings ~~earnings~~LLC, ~~per~~and ~~share~~upon consummation of our IPO, AEVEX Corp. ~~The~~initially ~~following~~owned ~~table~~approximately ~~sets~~44.5% ~~forth~~of athe ~~reconciliation~~economic interest in Holdings LLC but has 100% of the ~~numerators~~voting power and ~~denominators~~controls ~~used~~the management of Holdings LLC. The initial ownership percentage held by the noncontrolling interest, the LLC Unitholders, was approximately 55.5%. Accordingly, the net income or loss attributable to ~~compute~~the ~~pro~~noncontrolling ~~forma~~interest ~~basic~~initially ~~and~~represented ~~diluted~~approximately ~~earnings~~55.5% ~~per~~of ~~share~~the Holdings LLC net income or loss.

		Twelve monthsendedDecember 31,2025
Earnings (loss) per share of common stock
Numerator:
Net income (loss) attributable to AEVEX Corp.’s stockholders (basic and diluted)		$
Denominator:
Weighted average of shares of common stock outstanding (basic)
Incremental common shares attributable to dilutive instruments
Weighted average of shares of common stock outstanding (diluted)
Basic earnings (loss) per share		$
Diluted earnings (loss) per share		$

Following the Offering Transactions, AEVEX Corp. will own approximately 49.5% of the economic interest in Holdings LLC and will continue to have 100% of the voting power and control the management of Holdings LLC. The ownership percentage held by the noncontrolling interest, the LLC Unitholders, will be approximately 50.5%. Accordingly, the net income or loss attributable to the noncontrolling interest will represent approximately 50.5% of the Holdings LLC net income or loss.

~~105~~(6) Net loss available to AEVEX Corp. common stockholders for the year ended December 31, 2025 includes a $28.9 million deemed dividend related to the assumed conversion of 115,342 Series A Preferred Units into 7,208,876 shares of Class A common stock. The deemed dividend represents the excess of the fair value of the 7,208,876 shares of Class A common stock (based on the initial public offering price of $20.00 per share) over the carrying value of the Series A Preferred Units and related derivative liability.

The weighted average number of shares underlying the basic earnings (loss) per share calculation for the year ended December 31, 2025 and the three months ended March 31, 2026 reflects only the 56,470,333 shares of Class A common stock outstanding after our IPO and this offering as they are the only outstanding shares which participate in distributions or dividends by AEVEX Corp. Pro forma diluted earnings (loss) per share is computed by adjusting pro forma net loss attributable to AEVEX Corp. common stockholders and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities that qualify as participating securities using the treasury stock method, as applicable. Shares of Class B common stock are not participating securities and therefore are not included in the calculation of pro forma basic loss per share. LLC Units, together with an equal number of shares of Class B common stock, may be exchanged, at our option, for shares of our Class A common stock or for cash.

After evaluating the potential dilutive effect under the if-converted method, the outstanding LLC Units for the assumed exchange of noncontrolling interests were determined to be antidilutive and thus were excluded from the computation of diluted earnings (loss) per share. The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted earnings (loss) per share.


	Year Ended December 31, 2025			Three Months Ended March 31, 2026
(Loss) earnings per share of Class A common stock
Numerator (In thousands):
Net (loss) income attributable to AEVEX Corp.’s common stockholders (basic and diluted).	$	(28,391	)	$	10,540
Denominator:
Weighted average of shares of common stock outstanding (basic and diluted)		56,470,333			56,470,333
Basic and diluted (loss) earnings per share	$	(0.50	)	$	0.19

MARKET INFORMATION

On April 17, 2026, our Class A common stock began trading on NYSE under the symbol “AVEX.” On May 29, 2026, the closing sale price of our Class A common stock as reported on NYSE was $38.47 per share. As of May 29, 2026, there were approximately 5 registered holders of our Class A common stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented. You should read the following discussion and analysis of our financial condition and results of operations together with the sections entitled “~~Prospectus Summary—Summary Historical Financial and Other Data,” “~~Risk Factors,” “Forward-Looking Statements,” and our ~~audited~~ consolidated financial statements and related notes included elsewhere in this prospectus.

This discussion and analysis contains forward-looking statements, including statements regarding our expectations for the future of our business and our liquidity and capital resources as well as other non-historical statements. These statements are based upon our current plans, expectations, and beliefs, and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” and “Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,”“AEVEX” and the “Company” and similar references refer to: (1) on or following the consummation of the Organizational Transactions, including this offering, to AEVEX Corp. and its consolidated subsidiaries, including Holdings LLC, and (2) prior to the consummation of the Organizational Transactions, including this offering, to Holdings LLC and its consolidated subsidiaries.

Overview

We believe that we are a leading defense technology prime contractor and critical enabler of U.S. UAS dominance strategy missions. We are highly differentiated by our proven track record of securing and successfully executing on critical strategic Programs of Record, with over 10,200 systems delivered and committed through the end of 2026 to operational environments that validate our battlefield effectiveness. Today, we are positioned as a recognized global leader in UxS. Through our advanced autonomous, AI-enabled, and attritable UxS, we play a central role in defining next-generation warfighting capabilities, including key areas such as precision strike launched effects, loitering munitions, and full-scope ISR.

We deliver technology-led products and solutions through two complementary business segments:

• Tactical Systems: Designs and manufactures battle-tested, autonomous, modular, and attritable UxS, including UAS and USV, along with other mission critical products. Tactical Systems segment revenue represented approximately 74.4% and 76.0% of our revenue for the years ended December 31, 2025 and 2024, respectively, and approximately 88.0% and 55.3% of our revenue for the three months ended March 31, 2026 and 2025, respectively.

• Global Solutions: Provides bespoke mission solutions, including AI-enabled full-spectrum airborne ISR, C-UAS, additive manufacturing, and specialized mission aircraft engineering, modification, and testing. Global Solutions segment revenue represented approximately 25.6% and 24.0% of our revenue for the years ended December 31, 2025 and 2024, respectively, and approximately 12.0% and 44.7% of our revenue for the three months ended March 31, 2026 and 2025, respectively.

The Organizational Transactions and Initial Public Offering

In connection with the consummation of the Company’s IPO on April 20, 2026, the Company undertook certain organizational transactions, including:

•

The Company issued 63,297,524 shares of Class B common stock to certain LLC Unitholders, on a one-to-one basis with the number of Series B units they owned, for nominal consideration.

•

The Company entered into the Exchange Agreement pursuant to which certain LLC Unitholders are entitled to exchange their Series B units, together with an equal number of shares of Class B common stock, for shares of the Company’s Class A common stock on a one-for-one basis or, at the Company’s election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale).

•

The Company entered into a Tax Receivable Agreement with the TRA Rights Holders that will require the payment by the Company to such persons collectively of 85% of certain tax savings, if any, in U.S. federal, state and local income taxes we actually realize (or, under certain circumstances are deemed to realize) as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, including in connection with this offering, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to the IPO, including existing tax basis and our allocable share of existing tax basis acquired in connection with the IPO and increases to such allocable share of existing tax basis and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that the Company is required to make under the Tax Receivable Agreement.

•

The 115,342 of Holdings LLC’s Series A preferred units outstanding prior to the Organizational Transactions were, in accordance with their terms, converted into 7,208,876 shares of the Company’s Class A common stock at a conversion price based on 80% of the IPO price.

•

The Company issued 18,400,000 shares of its Class A common stock, which includes the exercise in full by the underwriters of their option to purchase an additional 2,400,000 shares of Class A common stock, in exchange for net proceeds of approximately $345.9 million, at the IPO price of $20.00, less $22.1 million of underwriting discounts and commissions.

•

The Company used such net proceeds of approximately $345.9 million to acquire 18,400,000 newly-issued Series A units in Holdings LLC.

•

On April 20, 2026, Holdings LLC refinanced the Prior Credit Facilities and entered into the New Credit Facilities. Holdings LLC used the $100.0 million proceeds from the New Term Loan Facility and the proceeds it received from us for the purchase of the newly issued Series A units (i) to repay approximately $258.5 million of outstanding borrowings under our Prior Credit Facilities, (ii) to pay $3.3 million of expenses incurred in connection with the refinancing, (iii) to pay $10.9 million of expenses incurred with the IPO and Organizational Transactions and (iv) for general corporate purposes.

As the sole managing member of Holdings LLC, the Company operates and controls all of the business and affairs of Holdings LLC and conducts its business through Holdings LLC and its direct and indirect subsidiaries. Following the IPO, the Company has a minority economic interest in Holdings LLC but controls the management of Holdings LLC as its sole managing member. As a result, the Company will consolidate Holdings LLC and record a significant redeemable noncontrolling interest in a consolidated entity in its consolidated financial statements for the economic interest in Holdings LLC held by the LLC Unitholders. The Series B units owned by the LLC Unitholders are considered redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A, “Distinguishing Liabilities from Equity,” because they are redeemable upon the occurrence of an event that is not solely within the

Company’s control. Since the holders of the redeemable noncontrolling interests initially control the Company’s Board of Directors and since their exchange right may be settled in cash at the Company’s election, the cash redemption is effectively in the control of the holders of the redeemable noncontrolling interests.

Key Factors Affecting Our Performance

Our results have been affected, and are expected to be affected in the future, by a variety of factors. A discussion of key factors that have had, or may have, an effect on our results is set forth below. For a further discussion of the factors affecting our results of operations, see “Risk Factors.”

U.S. and Foreign Government Expenditures

U.S. and foreign government expenditures have fueled the growth in our target markets, and we expect the continued availability of U.S. and foreign government expenditures for our customers to help fund purchases of our products and services. However, changes in the volume and relative mix of U.S. and foreign government expenditures, as well as in areas of spending growth, may impact our results of operations. In particular, our results may be affected by shifts in strategies and priorities on defense-related programs. Cost-cutting and efficiency initiatives, current and future budget restrictions, spending cuts and other efforts to reduce government expenditures, as well as shifts in overall priorities, could cause our government customers to reduce or delay funding or invest appropriated funds on a less consistent basis or not at all, and demand for our solutions or services could diminish. Furthermore, any disruption in the functioning of government agencies, including as a result of government closures and shutdowns, could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to maintain access and schedules for government testing or the deployment of our staff to customer locations or facilities as a result of such disruptions.

106

our products and services. However, changes in the volume and relative mix of U.S. and foreign government expenditures, as well as in areas of spending growth, may impact our results of operations. In particular, our results may be affected by shifts in strategies and priorities on defense-related programs. Cost-cutting and efficiency initiatives, current and future budget restrictions, spending cuts and other efforts to reduce government expenditures, as well as shifts in overall priorities, could cause our government customers to reduce or delay funding or invest appropriated funds on a less consistent basis or not at all, and demand for our solutions or services could diminish. Furthermore, any disruption in the functioning of government agencies, including as a result of government closures and shutdowns, could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to maintain access and schedules for government testing or the deployment of our staff to customer locations or facilities as a result of such disruptions.

There is also uncertainty around the timing, extent, nature and effect of Congressional and other U.S. Government actions to address budgetary constraints and caps on the discretionary budget for defense and non-defense departments and agencies. In addition, there is uncertainty around the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. Government departments and agencies that are, and those that are not, subject to the caps. Additionally, budget deficits and the growing U.S. national debt may increase pressure on the U.S. Government to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Furthermore, delays in the completion of future U.S. Government budgets could delay procurement of the federal government services that we provide.

Macroeconomic Pressures

In recent years, geopolitical instability, including wars and conflicts, as well as impacts from other global events and heightened global tensions, have resulted in opportunities for companies in the defense technology market. Global defense spending is accelerating, fueled by rising budgets, modernization initiatives, and the urgent demand for next-generation advanced systems to counter near-peer adversaries. This surge has in part been driven by active conflicts in the Middle East, Africa, and Eastern Europe, along with the anticipation of future engagements in the South Pacific. While these conditions may create growth opportunities, the unpredictable nature, duration, and geographic scope of such conflicts introduce significant uncertainty regarding the sustainability of this demand. However, certain disruptions to the global economy, including market disruptions, monetary, and fiscal policy uncertainty, supply chain challenges, high interest rates and inflationary pressures have contributed to an inflationary environment that may adversely affect the price and availability of certain products and services necessary for our operations, which in turn may adversely impact our business and operating results. In addition, the global trade environment is uncertain and rapidly evolving. Tariffs imposed by the U.S. presidential administration or retaliatory tariffs announced by other countries could result in a trade war. The impact of tariffs on our business and results of operations will depend on their timing, duration, and magnitude.

Project Revenue Mix and Impact on Margins

We may experience future variability in the profitability of our contracts, and such variability may occur at levels and frequencies different from variability we have historically experienced. Such variability in profitability may be due to strategic decisions, cost overruns, or other circumstances within or outside of our control. Accordingly, our historical experience with profitability of our contracts is not indicative or predictive of future experience.

Our financial success is based on our ability to deliver high quality products on a timely basis and at a cost-effective price for our customers. When agreeing to contractual terms, our management team makes assumptions and projections about future conditions and events. The accounting for our contracts and programs involves assumptions and estimates about these conditions and events. These projections and estimates assess:

•

the productivity and availability of labor;

107

•

the allocation of indirect costs to labor and material costs incurred;

•

the complexity of the work to be performed;

•

the cost and availability of materials and components; and

•

schedule requirements.

If there is a significant change in one or more of these circumstances, estimates or assumptions, or if the risks under our contracts are not managed adequately, the profitability of contracts could be adversely affected, which could materially affect earnings and margins in any given fiscal period.

In particular, profitability can fluctuate depending on the type of contract award. Contracts with certain customers reflect firm fixed pricing structures. As a result, our gross profit is dependent on the efficient and effective execution of our contracts. Our ability to maximize gross profit may be impacted by, but not limited to, unanticipated cost overruns, disruptions in our supply chains, learning curve and non-recurring engineering costs related to our contracts with customers. If our fixed-price development efforts contribute to a larger portion of our revenue output, we may have a higher risk profile, which may result in reduced margins.

From time to time, we may strategically enter into contracts with low or negative margins relative to other contracts or that are at risk of cost overruns. This may occur due to strategic decisions built around positioning ourselves for future contracts or to enhance our product and service offerings. However, in some instances, loss contracts may occur from unforeseen cost overruns that are not recoverable from the customer. We establish loss reserves on contracts in which the cost estimate-at-completion (“EAC”) exceeds the estimated revenue. The loss reserves are recorded in the period in which a loss is determined. Our reference to adjustments to EAC in the context of describing our results of operations includes net changes during the period in our aggregate program contract values, EAC and other program estimates, and includes the impact of cost overruns and recognition of loss reserves.

Additionally, the timing of our cash flows is impacted by the timing of achievement of billable milestones on contracts. Historically, this has resulted and could continue to result in fluctuations in working capital levels and quarterly free cash flow. As a result of such quarterly fluctuations in free cash flow, we believe that quarter-to-quarter comparisons of our results of operations may not necessarily be meaningful and should not be relied upon as indicators of future performance.

Ability to Continue to Innovate and Expand our Product and Service Offerings

To continue gaining market share and attracting customers, we plan to continue making substantial investments in R&D for the continued enhancements of our product and service offerings. Our future success is dependent on our continued ability to leverage our engineering and design capabilities to meet exact customer innovation needs and to proactively innovate to help win emerging programs. If we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that ~~meet customer requirements on a timely basis, our products could lose market share, our revenue and profits could decline, and we could experience operating losses.~~

~~Public~~90 ~~Company Expenses~~

108

~~statements~~meet ~~following~~customer ~~this offering will reflect the impact of these expenses. See “Risk Factors—Risks Related to Our Class A Common Stock and This Offering—The~~ requirements of ~~being~~on a ~~public~~timely ~~company~~basis, ~~may strain~~ our ~~resources~~products ~~and~~could ~~distract~~lose ~~our~~market ~~management~~share, ~~which~~our ~~could~~revenue ~~make~~and itprofits ~~difficult~~could ~~to manage our business~~decline, ~~particularly~~and ~~after~~ we ~~are~~could noexperience ~~longer~~operating ~~an “emerging growth company~~losses.”

Public Company Expenses

We have incurred, and expect to continue to incur, certain non-recurring professional fees and other expenses as part of our transition to becoming a public company. As a public company, we are implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. In particular, we expect our accounting, legal and personnel-related expenses and directors’ and officers’ insurance costs to increase as we establish more comprehensive compliance and governance functions, establish, maintain and review internal controls over financial reporting in accordance with the Sarbanes-Oxley Act and prepare and distribute periodic reports in accordance with SEC rules. Our financial statements following the IPO reflect the impact of these expenses. See “Risk Factors—Risks Related to Our Class A Common Stock and This Offering—The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”

Funded Backlog

Funded backlog represents our estimate of the revenue we expect to realize in future periods as a result of performing work on funded contracts that have been awarded to us (net of any revenue already recognized as of the backlog date). We include the aggregate expected revenue from awarded contracts in our funded backlog upon the execution of a legally binding agreement (e.g., written contract or purchase order), even though our contracts include certain termination rights exercisable by our customers with advance notice. We exclude from funded backlog any unfunded contract options and at-risk work. Deferred revenue recognized on our consolidated balance sheets consists of payments and billings that we have received in excess of revenue that we have recognized. Because cash receipts from these contracts have not been recognized into revenue, they are included in our backlog calculation.

We view funded growth in backlog as a key measure of our future business prospects. We monitor our funded backlog because we believe it is a forward-looking indicator of potential sales that can be helpful to investors in evaluating the performance of our business and identifying trends over time. Although funded backlog reflects business associated with contracts that are considered to be firm, terminations, amendments, or contract cancellations may occur, which could result in a reduction in our total backlog and potential future revenue that never gets recognized.

As of December 31,

As ofMarch 31,

As of December 31,

(In thousands)

~~2025~~2026

~~2024~~2025

2024

Funded backlog

~~503~~356,~~123~~623

~~179~~503,~~246~~123

179,246

Funded backlog includes both single and multi-year awards, and fluctuations in backlog are driven primarily by the timing of large program wins. The increase of $323.9 million in funded backlog in 2025 was primarily due to the EUCOM AOR Deep Strike program. We expect to convert approximately 96.6% of the total $503.1 million of funded backlog as of December 31, 2025 into revenue in 2026. The decrease of $146.5 million in funded backlog for the three months ended March 31, 2026 was primarily due to EUCOM AOR Deep Strike program. We expect to convert approximately 93.0% of the total $356.6 million of funded backlog as of March 31, 2026 into revenue during the remainder of 2026.

In addition, our backlog is subject to meaningful customer concentration risk. As of December 31, 2025 and March 31, 2026, approximately 84% and 74%, respectively, of the total dollar value of our funded backlog related to the U.S Government. For purposes of evaluating our backlog, we consider all U.S. Government entities to be one customer. Additionally, backlog that is originally funded through U.S. Government efforts is considered to be U.S. Government backlog even if the program is directly contracted through an intermediary.

~~Organizational~~91 ~~Transactions~~

AEVEX Corp. was incorporated in Delaware and formed for the purpose of this offering and has engaged to date only in activities in contemplation of this offering. AEVEX Corp. will be a holding company, and its sole material asset will be a controlling ownership interest in Holdings LLC. For more information regarding our reorganization and holding company structure, see “Organizational Structure—Organizational Transactions.” Upon completion of this offering, all of our business will be conducted through Holdings LLC and its consolidated subsidiaries, and the financial results of Holdings LLC and its consolidated subsidiaries will be included in the consolidated financial statements of AEVEX Corp.

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Holdings LLC has been treated as a pass-through entity for U.S. federal income tax purposes and accordingly has not been subject to U.S. federal income tax. Certain wholly owned subsidiaries of Holdings LLC are taxed as corporations for U.S. federal and most applicable state, local income tax and foreign tax purposes. After consummation of this offering, Holdings LLC will continue to be treated as a pass-through entity for U.S. federal income tax purposes, and certain subsidiaries will continue to be taxed as corporations for U.S. federal and most applicable state, local income tax and foreign tax purposes. As a result of its ownership of LLC Units in Holdings LLC, AEVEX Corp. will become subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Holdings LLC and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our operations and we will be required to make payments under the Tax Receivable Agreement to the TRA Rights Holders. We expect that payments that we may make under the Tax Receivable Agreement will be substantial. For example, if we acquire all of the Class B Units held by the TRA Rights Holders in taxable transactions as of this offering, based on an initial public offering price of $ per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and on certain assumptions, including that (i) there are no material changes in relevant tax law and (ii) we earn sufficient taxable income in each year to realize on a current basis all tax benefits that are subject to the Tax Receivable Agreement, we would expect that the resulting reduction in tax payments for us, as determined for purposes of the Tax Receivable Agreement, would aggregate to approximately $ million, substantially all of which would be realized over the next 15 years, and we would be required to pay to the TRA Rights Holders 85% of such amount, or $ million, over the same period. These amounts have been prepared for informational purposes only. The actual increases in tax basis with respect to future exchanges or purchases of LLC Units may differ materially from the amounts set forth above because the potential future reductions in our tax payments, as determined for purposes of the Tax Receivable Agreement, and the payment we will be required to make under the Tax Receivable Agreement, will each depend on a number of factors, including the market value of our Class A common stock at the time of the exchange or purchase, the prevailing federal tax rates applicable to us over the life of the Tax Receivable Agreement (as well as the assumed combined state and local tax rate), the amount and timing of the taxable income that we generate in the future and the extent to which future exchanges or purchases of LLC Units are taxable transactions. We intend to cause Holdings LLC to make distributions in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the Tax Receivable Agreement. See “Organizational Structure—Amended and Restated Operating Agreement of Holdings LLC” and “Organizational Structure—Tax Receivable Agreement.”

Components of Results of Operations

Revenue – consists entirely of revenue from contracts with customers, net of sales discounts. Our revenue is derived from a combination of cost-plus contracts, fixed price contracts, and time and materials contracts for both U.S. Government and commercial and international deliverables. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We recognize revenue upon satisfying the performance obligations identified in the contract, which is achieved as services are rendered, upon completion of a service, or through the transfer of control of the promised good or service to the customer either at a point in time or over time. Our contracts can range from short-term periods of less than 12 months to multi-year obligations.

We perform work under contracts that broadly consist of fixed-price, cost-reimbursable, time-and-materials arrangements, or a combination of the three. Pricing is contractually based on specific negotiations with each customer. Advanced payments and billings for milestones in excess of revenues recognized are recorded as current and non-current deferred revenue in our consolidated balance sheets and recognized into revenue as we satisfy the underlying performance obligations.

For fixed-price contracts satisfied over time, progress is measured using a cost-to-cost method, which accurately reflects the transfer of control to the customer. This method assesses the extent of progress based on the ratio of costs incurred to date against the total estimated costs to complete the performance obligation. Estimating total costs to complete requires us to make informed estimates regarding subcontractor performance, material costs and availability, labor costs and productivity, as well as overhead expenses. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to complete are revised, delivery schedules are delayed, performance-based milestones are not achieved, or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profit from period to period can fluctuate significantly depending on when contractual obligations are achieved.

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material costs and availability, labor costs and productivity, as well as overhead expenses. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to complete are revised, delivery schedules are delayed, performance-based milestones are not achieved, or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profit from period to period can fluctuate significantly depending on when contractual obligations are achieved.

Should the estimated total costs to be incurred on a contract surpass the anticipated total revenue, we recognize a provision for the entire loss on the contract in the period when the loss is identified. For further discussion of the critical judgments and estimates related to our revenue recognition policies, see “Critical Accounting Estimates.”

Cost of Revenue – consists of direct costs and allocated indirect costs. Direct costs include labor, materials, subcontractor and other costs directly related to the execution of a specific contract. Indirect costs include overhead expenses, fringe benefits, depreciation and amortization.

Selling, General, and Administrative – consists primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead and other marketing, communications and administrative expenses. We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time. In addition, ~~upon~~as a result of becoming a public company, we ~~anticipate that~~will ~~we may~~ incur significant additional annual expenses including, among other things, additional directors’ and officers’ liability insurance, costs to administer a public company stock compensation plan, director fees, costs to comply with reporting requirements of the SEC, transfer agent fees, costs for additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees, additional stock-based compensation expense and similar expenses.

Research and Development – represents primarily employee and contractor compensation, supplies and materials for new product development and facility costs.

Amortization of Intangible Assets – represents customer relationships, technology and trade names acquired in business combinations that are not directly related to the delivery of our products or services and are amortized based on their pattern of economic benefit over their estimated useful lives.

Change in Contingent Consideration – As part of the acquisition of Tribe Aerospace, LLC in 2022, we agreed to pay contingent consideration to the sellers for any EBITDA (as defined in the earnout arrangement) recognized over certain thresholds during the earnout period from 2022-2024. The contingent consideration was settled using a combination of cash and Class A Units based on converting a portion of each contingent payment to units at the fixed contractual price per unit. The change in fair value of the liability during the year ended December 31, 2024 represents the decrease in the estimated 2024 earnout liability based on actual EBITDA recognized for the year ended December 31, 2024, partially offset by the change in the estimated fair value of the Class A Units to be issued upon settlement of the 2024 earnout period. The change in fair value of the liability during the year ended December 31, 2025 represents accretion of the discounted liability outstanding during the year. All earnout arrangement liabilities were settled as of December 31, 2025.

Interest Expense – consists primarily of interest expense incurred on borrowings under our Credit Agreement.

Interest Income – consists primarily of interest income earned on cash and cash equivalents.

~~111~~Change in Derivative Liability – During December 2025 and the three months ended March 31, 2026, the Company issued Series A preferred units with conversion features that represent an embedded derivative that is accounted for separately from the Series A preferred units and remeasured at fair value at each reporting date, with the changes in fair value recorded through earnings.

Other Income (Expense), net – reflects miscellaneous income and expense unrelated to our core business activities.

Results of Operations

Three Months Ended March 31, 2026 and 2025

The following table sets forth a summary of our consolidated results of operations for the quarters indicated, and the changes between periods.


	Three Months Ended March 31,
(In thousands)	2026		2025		$ Change			% Change
Revenue:
Products	$	191,844	$	26,487	$	165,357			624.3	%
Services		24,849		26,771		(1,922	)		(7.2	)%

Total revenue		216,693		53,258		163,435			306.9	%
Cost of revenue:
Products		140,158		24,241		115,917			478.2	%
Services

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

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