by reference. The Company Shares issuable pursuant to the Acquisition Agreement will be issued in reliance on an exemption from registration under the Securities Act, including the exemption set forth in Section 4(a)(2) or Regulation D thereof, relating to sales by an issuer not involving a public offering.

Entry into a Material Definitive Agreement. On August 12, 2026, AEVEX Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Reorganization (the “Acquisition Agreement”) with High Tide Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), High Tide Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub 2”), Maritime Applied Physics Corporat…

The information furnished in this Item 2.02, including the press release incorporated into this Item 2.02, shall not be deemed “filed” for the purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language cont…

Entry into a Material Definitive Agreement. On June 3, 2026, AEVEX Corp. (the “Company”) priced the previously announced offering (the “Offering”) of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a public offering price of $27.00 per share (the “Offering Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-296396) (the “Registration Statement”). On June 3, 2026, in connection with the pricing of the Offering, the Company…

The information furnished in this Item 2.02, including the press release incorporated into this Item 2.02, shall not be deemed “filed” for the purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language cont…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information described in

Termination of a Material Definitive Agreement. On April 20, 2026, the Borrower fully repaid and terminated the Credit Agreement, dated as of March 18, 2020, by and among the Borrower, as borrower, Holdings, as holdings, the other loan parties party thereto from time to time, Ankura Trust Company, LLC, as administrative agent, PNC Bank, National Association, as revolving agent and collateral agent and each lender from time to time party thereto, as amended, restated, amended and restated, sup…

Entry into a Material Definitive Agreement. On April 20, 2026, in connection with the previously announced closing of AEVEX Corp.’s (the “ Company ”) initial public offering, AEVEX Holdings, LLC (the “ Borrower ”), an operating company of the Company, entered into a new credit agreement (the “ New Credit Agreement ), by and among the Borrower, Athena Technology Solutions Purchaser, LLC (“ Holdings ”), the lenders from time to time party thereto and Bank of America, N.A., as administrative age…

The filing describes the execution of standard indemnification agreements with directors and officers, which is a routine legal disclosure rather than a change in management personnel.

Unregistered Sales of Equity Securities. In connection with the consummation of the IPO and as contemplated by the transactions described in the Prospectus under “Organizational Structure,” which section is incorporated by reference into this Item 3.02, the Company issued to ATS Investment Holdings, LLC (“ATS Investment Holdings”) 63,297,524 shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”) on April 16, 2026. A description of the designati…

Entry into a Material Definitive Agreement. On April 16, 2026, AEVEX Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Athena Technology Solutions Holdings, LLC (“Holdings LLC”), and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.…

Material Modification to Rights of Security Holders. The information provided in