AEVEX Corp美股招股说明书(2026-06-05版)

ClassA Common Stock We are offering 5,726,157shares of ClassA common stock of AEVEX Corp. (“AEVEX”), par value $0.0001 per share, and the selling securityholders named in this prospectus (the “SellingSecurityholders”) are offering 2,273,843shares of ClassA common stock. AEVEX will use its net proceeds from this offering to purchase ClassB common stock and LLC Units (“LLCUnits”) of Athena Technology Solutions Holdings, LLC (“Holdings LLC”) from certain direct and indirect equityholders of Holdings LLC as described under “Use of Proceeds.” Thepurchase price for the LLC Units will be equal to the public offering price of the shares of ClassA common stock less the underwriting discounts and commissions referred to below. We willnot receive any proceeds from the sale of shares of ClassA common stock by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other thanunderwriting discounts and commissions and certain other expenses incurred by the Selling Securityholders in connection with the registration of the ClassA common stock. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our ClassA common stock is listed on The New York Stock Exchange (“NYSE”), under the symbol “AVEX.” On June3, 2026, the closing sales price of our ClassA common stock as We have two authorized classes of common stock: ClassA and ClassB (together, the “common stock”). Holders of the ClassA common stock and ClassB common stock are entitled to onevote per share. All holders of ClassA common stock and ClassB common stock vote together as a single class except as otherwise required by applicable law. Holders of ClassB commonstock do not have any right to receive dividends or distributions upon the liquidation or winding up of AEVEX Corp. As a result of the organizational transactions (the “Organizational Transactions”) completed in connection with our initial public offering (our “IPO”), we are a holding company in anorganizational structure commonly referred to as an “Up-C” structure. The Up-C structure allows certain existing owners of Holdings LLC to continue to own interests in a pass-throughstructure 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 resultin tax basis adjustments in the assets of Holdings LLC and produce favorable tax attributes for us. In connection with our IPO, we entered into the Tax Receivable Agreement (as definedherein), which requires 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 entitledand confers significant economic benefits to the TRA Rights Holders. We expect that the payments AEVEX Corp. will be required to make under the Tax Receivable Agreement will besubstantial and could materially affect our liquidity. See “Organizational Structure,” “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and RelatedParty Transactions—Tax Receivable Agreement.” AEVEX Corp. is an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for thisprospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Immediately after this offering, funds and investmentvehicles managed or controlled by our principal stockholder, Madison Dearborn Partners, LLC (our “Principal Stockholder”), will control approximately 70.0% of the combined voting powerof our outstanding shares of ClassA common stock and ClassB common stock (together, the “common stock”) (or 68.9% if the underwriters’ option to purchase additional shares of Class Acommon stock is exercised in full). As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—CorporateGovernance—Controlled Company Status.” Investing in our ClassA common stock involves risks. See “Risk Factors” beginning on page 12 to read about factors you should consider before buyingshares of our ClassA 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 orcomplete. Any representation to the contrary is a criminal offense. (1)See “Underwriting” for additional information regarding underwriting compensation. The underwriters have the option to purchase up to an additional 858,923shares of ClassA common stock from us and 341,077 shares of ClassA common stock from the SellingSecurityholders 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