AEVEX Corp. Announces Acquisition of Maritime Applied Physics for $600M EV

What Happened AEVEX Corp. announced on August 12, 2026 that it entered into an Agreement and Plan of Reorganization to acquire Maritime Applied Physics Corporation from Black Sea Technologies/Black Sea Holdco. The deal is structured as a two-step merger intended to qualify as a tax-free reorganization under Section 368(a). The transaction is based on a total enterprise value of $600,000,000, subject to customary closing adjustments and regulatory approvals.

Key Details

• Closing consideration is based on a $600M enterprise value; AEVEX will issue 12,727,273 Class A shares (treated as $350,000,000 of the consideration) plus cash for the remainder; a $5,000,000 escrow funds post‑closing adjustments.
• The issued share count at closing is tied to a $27.50 per‑share reference and may be adjusted; cumulative shares issued in the deal will not exceed 19.99% of AEVEX’s outstanding stock (Share Cap).
• Seller can earn up to $50,000,000 of contingent consideration in additional AEVEX shares if (1) AEVEX’s 30‑day VWAP reaches ≥ $28 during the period through Dec 31, 2027 and (2) specified revenue and gross‑profit milestones for certain autonomous vessels are met.
• Closing is subject to customary conditions (antitrust clearances under HSR, NYSE listing approval for the shares, completion of pre‑closing restructurings, no Material Adverse Effect, accuracy of reps/warranties). AEVEX intends to fund the cash portion with on‑hand cash and borrowings; closing is not conditioned on obtaining financing.

Why It Matters For investors, the deal adds Maritime Applied Physics’ autonomous‑vessel business to AEVEX and will dilute existing shareholders through the immediate issuance of up to ~12.7M shares (and possible additional shares tied to contingency milestones), subject to a 19.99% cap. The transaction includes an escrow and customary protections (representations & warranties insurance, transfer restrictions on shares, registration rights), and remains subject to regulatory approvals and closing conditions. No AEVEX shareholder vote is required to complete the transaction.