UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): May 20, 2026~~1934

Date of Report (Date of earliest event reported): June 3, 2026

AEVEX Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-43238

41-2460652

~~001-43238~~

~~41-2460652~~

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

~~(Commission File Number)~~

~~(IRS Employer Identification No.)~~

440 Stevens Avenue, Suite 150, Solana Beach, CA

92075

(Address of principal executive offices)

(Zip Code)

(858) 704-4125

(Registrant’s telephone number, including area code)N/A(Former name or address, if changed since last report)

440 Stevens Ave #150

Solana Beach, California

92075

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 704-4125

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	~~Trading Symbol(s)~~	Name of each exchangeon which registered	~~Name of exchange on which registered~~
Class A Common Stock, par value $0.0001 per share		AVEX		New York Stock Exchange
Class A common stock, par value $0.0001 per share	AVEX		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~May~~June 203, 2026, AEVEX Corp. (the “Company”) priced the previously announced offering (the “Offering”) of its Class A common stock, apar ~~Delaware~~value ~~corporation~~$0.0001 per share (the “~~Company~~Class A Common Stock”), ~~issued~~at a ~~press~~public ~~release~~offering ~~announcing~~price ~~its~~of ~~financial~~$27.00 ~~results~~per ~~for~~share (the ~~quarter~~“Offering ~~ended~~Price”), ~~March~~pursuant to the Company’s registration statement on Form 31S-1 (File No. 333-296396) (the “Registration Statement”). On June 3, 2026, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Athena Technology Solutions Holdings, LLC (“Holdings LLC”), the selling stockholders listed on Schedule II thereto (the “Selling Stockholders”) and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell 5,726,157 shares of Class A ~~copy~~Common Stock and the Selling Stockholders agreed to sell 2,273,843 shares of Class A Common Stock at the ~~press~~Offering ~~release~~Price, isless ~~furnished~~underwriting asdiscounts ~~Exhibit~~and 99commissions.1 toThe ~~this~~Company ~~Current~~and ~~Report~~the onSelling ~~Form~~Stockholders 8granted the Underwriters a 30-Kday option to purchase up to an additional 858,923 and ~~incorporated~~341,077 shares of Class A Common Stock, respectively. The Offering closed and the shares were delivered on June 5, 2026. The material terms of the Offering are described in the prospectus, dated June 3, 2026 (the “Prospectus”), filed by ~~reference~~the ~~into~~Company ~~this~~with ~~Item~~the 2U.02S. Securities and Exchange Commission (the “Commission”) on June 4, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to the Registration Statement.

The ~~information~~Underwriting ~~furnished~~Agreement incontains ~~this~~customary ~~Item~~representations ~~2.02~~and warranties, ~~including~~agreements ~~the~~and ~~press~~obligations, ~~release~~closing ~~incorporated~~conditions ~~into~~and ~~this~~termination ~~Item 2~~provisions.~~02,~~ ~~shall~~The ~~not~~Company, beHoldings ~~deemed~~LLC ~~“filed”~~and ~~for~~ the ~~purposes~~Selling ofStockholders ~~Section~~have 18agreed ofto indemnify the ~~U.S.~~Underwriters ~~Securities~~against ~~Exchange~~(or ~~Act~~contribute ofto ~~1934,~~the aspayment ~~amended~~of) ~~(“Exchange~~certain ~~Act”)~~liabilities, orincluding ~~otherwise~~liabilities ~~subject~~under to the ~~liabilities~~Securities Act. This description of ~~that~~the ~~section~~Underwriting ~~and~~Agreement ~~shall~~does not purport to be ~~deemed~~complete ~~incorporated~~and byis ~~reference~~qualified ~~into~~in ~~any~~its ~~filing~~entirety by ~~the~~reference ~~Company~~to ~~under~~ the ~~Securities~~full ~~Act~~text of ~~1933, as amended, or~~ the ~~Exchange~~Underwriting ~~Act,~~Agreement ~~regardless~~attached ofhereto ~~any~~as ~~general~~Exhibit ~~incorporation~~1.1, ~~language~~which ~~contained~~is inincorporated ~~such~~by ~~filing,~~reference ~~unless~~into ~~otherwise~~this ~~expressly~~Item ~~stated in such filing~~1.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
ExhibitNo.	Description
99.1		Press Release issued by AEVEX Corp. on May 20, 2026
1.1	Underwriting Agreement, dated as of June 3, 2026, by and among AEVEX Corp., Athena Technology Solutions Holdings, LLC, the selling stockholders listed on Schedule II thereto and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters listed on Schedule I thereto
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 20, 2026	AEVEX Corp.
		AEVEX Corp.
	By:			/s/ Roger Wells
Date: June 5, 2026		By:	/s/ Roger Wells
	~~Name:~~	Name:	Roger Wells	~~Roger Wells~~
	~~Title:~~	Title:	Chief Executive Officer	~~Chief Executive Officer~~

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