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

What Happened
AEVEX Corp. (AVEX) announced on September 8, 2026 that it completed the previously disclosed acquisition of Maritime Applied Physics, LLC (f/k/a Maritime Applied Physics Corporation) under an Agreement and Plan of Reorganization dated August 12, 2026. The transaction was structured based on a total enterprise value of $600,000,000 and closed using newly issued company common stock and cash, with certain customary post‑closing adjustments and escrow arrangements.

Key Details

• Total enterprise value: $600,000,000.
• Stock consideration: 12,727,273 shares of AEVEX Class A common stock, valued at $350,000,000 (the “Deemed Stock Merger Consideration Amount”).
• Cash consideration: the remainder of the Closing Merger Consideration (i.e., $600M less the $350M deemed stock amount and less the Adjustment Escrow Amount); an Adjustment Escrow Amount of up to $5,000,000 was deposited at closing for post‑closing working capital/cash/debt/transaction expense adjustments.
• Contingent consideration: up to $50,000,000 payable in additional AEVEX shares if (1) a 30‑trading‑day VWAP of AEVEX shares equals/exceeds $28 during any 30 consecutive trading days through Dec. 31, 2027, and (2) specified revenue and gross‑profit thresholds are met from sales of certain autonomous vessels (GARC/CHASER/COMET) during the same period. Any contingent shares are priced using the 30‑day VWAP as of Dec. 31, 2027 and issuance is limited so cumulative shares issued in the transaction do not exceed 19.99% of AEVEX’s outstanding capital stock.

Why It Matters
This is a material acquisition for AEVEX: it transforms part of the deal consideration into equity (12.7M shares valued at $350M) and requires a large cash component (the balance of the $600M enterprise value), plus a small post‑closing escrow and potential earnout of up to $50M in stock. For investors, the immediate effects to monitor are the increase in AEVEX’s outstanding shares from the issued merger stock, the cash outflow required at close, the outcome of any post‑closing adjustments, and whether the target meets the revenue/price conditions that would trigger additional share issuance (potential dilution up to the 19.99% cap). AEVEX furnished a press release about the closing (Exhibit 99.1) on Sept. 8, 2026; the Acquisition Agreement was previously filed as Exhibit 2.1 on Aug. 12, 2026.