As filed with the U.S. Securities and Exchange Commission on May 8, 2026.

Registration No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Applied Aerospace & Defense, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		3728		92-0890338
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

335 Quality Circle NW

Huntsville, AL 35806

(202) 983 3291

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

 

James William Ferguson, III

Chief Executive Officer

335 Quality Circle NW

Huntsville, AL 35806

(202) 983 3291

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Ross M. Leff Christie W.S. Mok Aaron Z. Simons Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800		Michael Kaplan Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment, which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

TABLE OF CONTENTS

 

		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			20
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			52
USE OF PROCEEDS			54
DIVIDEND POLICY			55
CAPITALIZATION			56
DILUTION			57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			59
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			73
BUSINESS			81
MANAGEMENT			95
EXECUTIVE COMPENSATION			101
PRINCIPAL STOCKHOLDERS			112
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			114
DESCRIPTION OF MATERIAL INDEBTEDNESS			117
DESCRIPTION OF CAPITAL STOCK			120
SHARES AVAILABLE FOR FUTURE SALE			127
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS			129
UNDERWRITING			133
LEGAL MATTERS			144
EXPERTS			145
WHERE YOU CAN FIND MORE INFORMATION			146
INDEX TO FINANCIAL STATEMENTS			F-1

Through and including     , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the cover of this prospectus.

Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

 

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ABOUT THIS PROSPECTUS

Unless the context otherwise requires, all references in this prospectus to the “Company,” “Applied Aerospace,” “we,” “us,” “our,” or similar terms refer to Applied Aerospace & Defense, Inc. and its consolidated subsidiaries.

Neither we nor the underwriters have authorized anyone to provide you with information or make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: we and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

TRADEMARKS

We own or have rights to use various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus may appear without the ^®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable owner of these trademarks, service marks and trade names.

MARKET AND INDUSTRY DATA

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the sections captioned “Prospectus Summary” and “Business.” We have obtained the market data from certain third-party sources of information, including publicly available industry publications. Industry forecasts are based on industry surveys and the preparer’s expertise in the industry, and there can be no assurance that any of the industry forecasts will be achieved. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. While we are not aware of any misstatements regarding the market data presented herein, industry forecasts and projections involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors.”

BASIS OF PRESENTATION

Unless otherwise indicated, the information presented in this prospectus, other than our historical financial statements (i) assumes no exercise of the underwriters’ option to purchase up to an additional     shares of common stock from us in this offering and (ii) is adjusted to reflect our     -for-1 forward split of our common stock (the “Stock Split”), occurring subsequent to the effectiveness of the registration statement of

 

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which this prospectus is a part, which will be effective upon filing of our amended and restated certificate of incorporation prior to the completion of this offering. Certain numbers reflected in this prospectus represent approximations due to required rounding in connection with the anticipated Stock Split. The actual numbers will not differ materially from such approximations.

Historical Financial Information of Applied Aerospace & Defense, Inc.

Applied Aerospace & Defense, Inc., the registrant whose name appears on the cover of this registration statement, is a corporation incorporated under the laws of the State of Delaware. We were originally formed as a corporation incorporated under the laws of the State of Delaware on October 7, 2022 under the name GB Eagle Topco, Inc. and subsequently changed our name to Applied Aerospace & Defense, Inc. on November 14, 2025.

On November 14, 2025, AA&D Holdings, LP, our parent company, completed a merger with Rotor Topco, LP (the “Combination”). Upon the completion of the Combination, all outstanding units of Rotor Topco, LP were automatically converted into units of AA&D Holdings, LP and all of Rotor Topco, LP’s existing subsidiaries became subsidiaries of Applied Aerospace & Defense, Inc., resulting in the combination of the businesses previously operating as Applied Aerospace Structures Corporation (“AASC”) and PCX Aerostructures, LLC (“PCX”). The Combination was accounted for as a common control transaction as both AA&D Holdings, LP and Rotor Topco, LP were under the common control of Greenbriar Equity Fund V, L.P., an entity affiliated with Greenbriar Equity Group, L.P. (“Greenbriar”).

The historical consolidated financial statements, the summary historical consolidated financial data and the other financial information included in this prospectus are those of Applied Aerospace & Defense, Inc. and have been retrospectively combined to reflect the Combination between Rotor Topco, LP and AA&D Holdings, LP. The assets, liabilities, equity, revenues, and expenses of the combining entities have been presented on a combined basis for all periods presented using historical carrying amounts, and comparative periods reflect the entities as if they had always been combined. The historical consolidated financial statements, the summary historical consolidated financial data and the other financial information of Applied Aerospace & Defense, Inc. included in this prospectus also reflect our acquisition of each of Innovative Composite Engineering LLC (“ICEL”) and NeXolve Holdings, LLC (“NeXolve”), which were completed on October 1, 2024 and March 4, 2025, respectively, from their acquisition dates and neither was significant under Rule 3-05 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”).

Historical Financial Information of Consolidated Boring Inc.

On March 2, 2026, the Company acquired 100% of the equity interests in Consolidated Boring Inc. (“CBI”). This prospectus contains the audited consolidated financial statements of CBI as of and for the year ended December 31, 2025.

Unaudited Pro Forma Condensed Combined Financial Information

This prospectus contains unaudited pro forma condensed combined financial information for the three months ended March 31, 2026 and the year ended December 31, 2025. The unaudited pro forma condensed combined financial information contained in this prospectus is derived from “Unaudited Pro Forma Condensed Combined Financial Information,” which has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 combines (i) the unaudited condensed consolidated statement of operations of the Company for the three months ended March 31, 2026, which includes CBI’s operating results from the acquisition date, and (ii) the unaudited operating results for CBI from January 1, 2026 through March 1, 2026. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 contained in this prospectus

 

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combines (i) the audited consolidated statement of operations of the Company for the year ended December 31, 2025 and (ii) the audited consolidated statement of operations of CBI for the year ended December 31, 2025. Both sets of unaudited pro forma consolidated statements of operations give effect to the consummation of the acquisition of CBI, inclusive of the related financing arrangements, as described in “Unaudited Pro Forma Condensed Combined Financial Information” (such transactions, collectively, the “Transactions”) as if they had been consummated on January 1, 2025.

The pro forma adjustments reflected in the unaudited pro forma condensed combined financial information set forth in this prospectus are based upon available information and certain assumptions that management believes to be reasonable. The unaudited pro forma condensed combined financial information contained in this prospectus is provided for illustrative and informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Transactions been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the Company.

Certain amounts, percentages and other figures presented in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentage amounts of changes may not represent the arithmetic summation or calculation of the figures that precede them.

 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with the other information contained in this prospectus, including in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our audited financial statements and the related notes. These material risks and uncertainties could negatively affect our business, financial condition, results of operations and cash flows and could cause our actual results to differ materially from those expressed in forward-looking statements contained in this prospectus. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently believe are immaterial, also may impair our business, financial condition, results of operations and cash flows. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to our Strategy

Macroeconomic and other conditions that adversely affect the aerospace and defense industry may adversely affect our results of operations and liquidity.

Because substantially all of our revenues are from customers in the aerospace and defense industry, our financial performance is closely tied to the funding priorities, procurement cycles and economic condition of the aerospace and defense industry. A more diversified company with significant sales and earnings derived from outside the aerospace and defense industry may be able to recover more quickly from significant market disruptions. During any prolonged period of significant market disruption in this industry, including as a result of adverse macroeconomic or geopolitical developments, natural disasters, pandemics or supply chain disruptions specific to our industry, our business may be disproportionately impacted compared to companies that are more diversified in the industries they serve.

A significant decline in business with key customers could have a material adverse effect on us.

As disclosed in Note 2, Summary of Significant Accounting Policies, in the notes to our consolidated financial statements included elsewhere in this prospectus, a significant portion of our sales are to specific customers in the aerospace and defense industry. As a result, a significant reduction in purchases by these customers could have a material adverse effect on our business, results of operations, prospects, and financial condition.

Any significant cancellation, reduction or deferment of orders by customers could have a material adverse effect on our business, results of operations, prospects, and financial condition.

While we have $1,060.1 million in contract backlog as of March 31, 2026, many of our long-term contracts and purchase orders with customers, including the U.S. government, do not have guaranteed future sales, or have provisions that allow such customers to terminate the contracts or any purchase order thereunder at any time for the customer’s convenience. While we generally have contractual protections for such terminations, they generally are limited to a recovery of a proportion of the sales price based on costs incurred at the termination effective date and do not mitigate the potential for the resulting future sales reductions. As a result, we cannot always accurately plan our manufacturing, inventory and working capital requirements, and we may not realize the full amount of the contract backlog or business opportunities included in weighted pipeline as revenue. In most cases, our customers have not committed to buy any minimum quantity of our products. Uncertainty about current and future global economic conditions may cause customers, including both private sector customers and government agencies, to modify, defer or cancel purchases in response to tighter credit, decreased cash availability, and declining consumer confidence. Accordingly, future demand for our products could differ materially from our current expectations. Additionally, if customers are not successful in generating sufficient revenue or are unable to secure adequate financing for their operational needs, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products may adversely affect our earnings and cash flow.

 

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Defense spending and government defense budgets may change due to various economic conditions and other factors, which may cause our operating results to fluctuate.

A significant portion of our revenue is directly or indirectly generated from the military and defense market in the U.S. Contracts with the U.S. government typically involve long lead times for design and development and are subject to significant changes in contract scheduling. A significant reduction or deferral in defense expenditures, a shift of expenditures away from key defense spending programs that we support, or a change in federal government contracting policies could cause our customers to reduce their purchases, exercise contract termination rights, or opt to not renew contracts, any of which could result in decreased sales of our products and significant or unanticipated expenses.

Defense spending may be impacted by fluctuations in general business cycles, changes in domestic and foreign trade laws and regulations, including tariffs and monetary policies, and other macroeconomic events. Military and defense markets are significantly dependent upon government budget trends that are beyond our control. In the U.S., military and defense markets are significantly impacted by the DoW’s budget, and Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations. DoW budgets could be negatively impacted by several factors, including, but not limited to, a change in defense spending policy as a result of a new presidential administration or otherwise, the U.S. government’s budget deficits, spending priorities, the cost of sustaining the U.S. military presence internationally, political pressure to reduce U.S. government military spending, and the ability of the U.S. government to enact appropriations bills and other relevant legislation. The termination or reduction of funding for a government program would result in a loss of anticipated future revenue attributable to that program.

In recent years, the U.S. government has been unable to complete its budget process before the end of its fiscal year, resulting in both governmental shutdowns and continuing resolutions providing only enough funds for U.S. government agencies to continue operating at prior-year levels. Disruptions to government operations could impact our ability to perform our government contracts in a timely manner, deploy staff, or access the relevant government sites necessary to deliver our products and services. Payments due to us from government agencies may be delayed due to failures of governmental budgets to gain congressional and presidential approval in a timely manner during billing cycles. Further, if the U.S. government debt ceiling is not raised and the national debt reaches the statutory debt ceiling, the U.S. government could default on its debts. A significant decline in U.S. military expenditures could result in a reduction in the amount of our products sold to U.S. government agencies. Any adverse changes in government budgetary priorities in the markets in which we operate could directly or indirectly affect our financial performance and could have a material adverse effect on our business, results of operations, prospects and financial condition.

Pricing pressures from customers could reduce the demand and/or price for our products and services.

From time to time, we may face pricing pressures from our customers due to factors beyond our control, including liquidity constraints and adverse macroeconomic conditions. Some of our customers may require substantial financing in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit to continue to make purchases from us may result in those customers applying pricing pressures on us or otherwise seeking to modify contractual terms in a manner adverse to us. Some of our major customers have also completed extensive cost containment efforts, and we expect continued pricing pressures in 2026 and beyond. If we are unable to respond to pricing pressures or otherwise successfully compete for new business, our revenue growth and operating margins may decline.

Regulatory actions and changes in government policies, including procurement policies and trade policies, may have a negative impact on our business.

Regulatory actions and changes in government policies could impact demand for our products or require us to adapt our manufacturing processes in order to comply with such changes. There is no assurance that we will be

 

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able to adapt to such changes in government procurement policies in a timely and cost-effective manner, if at all. Government agencies have imposed, and may in the future continue to impose, restrictions on procuring products containing certain components, in particular components sourced from foreign jurisdictions. For example, recent initiatives by the U.S. government to reduce U.S. reliance on overseas sources of rare earth minerals and specialized metals could impact supply chains for such raw materials, including those that we incorporate in our products. We may be required to seek alternative sources for components in our products to maintain our government contracts. Even if we can comply with such requirements, the costs associated with transitioning to approved alternative sources of supply could be significant and may not be recoverable under our fixed-price contracts. If we are unable to modify our products or manufacturing processes to comply with government procurement policies and other relevant regulations in a timely and cost-effective manner, we may be unable to fulfill our contractual obligations, which may have an adverse impact on our results of operations and financial performance.

We are also subject to tariffs on certain imports into the U.S. Notwithstanding the decision by the United States Supreme Court on February 20, 2026, in Learning Resources Inc. et al v. Trump, litigation continues in federal courts regarding the treatment and recoverability of certain U.S. tariffs. As the implementation of tariffs is ongoing, more tariffs may be added in the future with little or no advanced notice. Changing our operations in accordance with new or evolving trade restrictions can be expensive, time-consuming, disruptive to our operations and distracting to management, and we may not be able to effectively mitigate all adverse impacts from such measures. These tariffs could have a material adverse effect on our business, results of operations, prospects and financial condition, and if we are unable to pass such price increases through to our customers, it would likely increase our cost of goods sold and, as a result, decrease our profitability. Major U.S. trading partners have also announced retaliatory tariffs and some have negotiated new trade agreements. There continues to be significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties, and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade, including trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our access to suppliers or customers or have a material adverse effect on the business and financial condition of such suppliers and customers or other counterparties we do business with, which in turn would negatively impact us.

Government agencies may directly or indirectly request or encourage us to make investments into our business that do not directly benefit shareholder interests.

Government agencies may directly, or indirectly through our other customers, request or encourage us to make capital commitments. These investments and commitments may require us to deploy significant resources, incur substantial upfront costs, accept lower returns or delay or forego other business opportunities, and there can be no assurance that such expenditures will generate commensurate revenues, margins or other benefits. In addition, if we are unwilling or unable to make requested investments or otherwise demonstrate sufficient participation in supporting our customers’ objectives, we may experience reduced competitiveness for new awards, unfavorable contract terms, diminished prospects for option exercises, renewals or follow-on work, or other adverse contract outcomes, any of which could harm our reputation and customer relationships and materially adversely affect our business, financial condition, results of operations and growth prospects.

If we fail to establish and maintain important relationships with government agencies and prime contractors, our ability to successfully maintain and develop new business could be materially adversely affected.

Our reputation and relationship with the U.S. government, and in particular with the agencies of the DoW, are key factors in maintaining and developing new business opportunities. In addition, we often act as a subcontractor or in teaming arrangements in which we and other contractors bid together on particular contracts or programs for the U.S. government or government agencies. We expect to continue to depend on relationships with other prime contractors for a portion of our revenue for the foreseeable future. Negative press reports regarding conflicts of interest, poor contract performance, employee misconduct, information security breaches or other aspects of our

 

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business, regardless of accuracy, could harm our reputation. Additionally, as a subcontractor or team member, we generally lack control over fulfillment of a contract as a whole, as prime contractors retain control over key aspects of fulfillment including design authority, inspection and acceptance and customer communication. As a result, poor performance on the contract as a whole could tarnish our reputation, even when we otherwise perform our obligations as a subcontractor or team member as required. As a result, we may be unable to successfully maintain our relationships with government agencies or prime contractors, and any failure to do so could materially adversely affect our ability to maintain our existing business and compete successfully for new business.

Our growth strategy includes acquisitions, which entails certain risks to our business and financial performance. Our business may be materially adversely affected if we cannot consummate acquisitions on satisfactory terms or if we cannot effectively integrate acquired operations.

A significant portion of our growth has occurred through acquisitions. Most recently, we completed our acquisitions of Consolidated Boring Inc., Ultracor, Inc. (formerly known as Rainwater Holdings, Inc.) and NeXolve Holdings, LLC on March 2, 2026, March 2, 2026 and March 4, 2025, respectively. Additionally, our current business was formed as the result of the Combination that was completed on November 14, 2025, which resulted in the combination of the Applied and PCX businesses.

Any future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions. We intend to pursue acquisitions and other business opportunities that further our business strategy. However, we may not be able to identify or consummate suitable acquisition opportunities on acceptable terms or at all, including due to a failure to receive necessary regulatory approvals. In addition, we may not be able to raise the capital necessary to fund future acquisitions. Because we may actively pursue various opportunities simultaneously, we may encounter unforeseen expenses, complications, and delays, including regulatory complications or difficulties in employing sufficient staff and maintaining operational and management oversight.

The businesses we acquire may not perform in accordance with expectations; synergies may not be fully realized; key employees, suppliers, or customers of businesses acquired may depart; and we may be exposed to unexpected liabilities, obligations and costs related to acquired businesses. In addition, we may not be able to successfully integrate any business we acquire into our existing business in a timely or cost-effective manner, which may negatively impact our results of operations. Future acquisitions could result in the incurrence of additional debt to finance such acquisitions, increase in interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs. We continue to integrate the Applied and PCX businesses as a result of the Combination, the success of which will depend on our ability to manage these businesses as a combined company. Assimilating operations and products may be unexpectedly difficult, especially given that we have not operated as a combined company for a significant period prior to becoming a public company. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to serve and attract customers, develop new products and services, or attend to other acquisition opportunities.

If we are unable to adapt to technological change, demand for our capabilities may be reduced.

The technological complexity of our business has increased significantly over the last several years and may continue to increase in the future. To maintain our customer relationships and market position, we will need to continue to develop our cross-domain expertise and develop our products to support the next-generation technologies of our customers, including by enhancing our manufacturing, assembling, testing, marketing and other capabilities, and supporting new products and product enhancements. We may not be able to do so successfully, if at all, or on a timely, cost effective, or repeatable basis. Our competitors may adapt to technological change more quickly or effectively than we do, which could allow them to offer superior capabilities, manufacture products at a lower cost, or operate with greater efficiency. Moreover, defense

 

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customers require frequent technological advancements for military superiority, and there is no assurance that we will continue to maintain capabilities meeting customer specifications. Failing to anticipate technological shifts, customer needs, or demand fluctuations could negatively impact our financial results. Product complexity also may lead to manufacturing delays. In addition, our defense prime contractor customers may decide to pursue one or more of our product development areas and insource that technology development and production rather than purchase that capability from us as a supplier. If we fail to keep pace with evolving technological demands, our products and services may become less competitive, our market position may be negatively impacted, and our business, financial condition, and results of operations could be materially adversely affected.

We operate in highly competitive markets with competitors who may have greater resources than we possess.

We operate in a highly competitive global industry with evolving industry standards and technological advances. We compete with domestic and international companies that may have substantially greater manufacturing, purchasing, marketing and financial resources than we do and who may be able to offer more competitive pricing terms and compete more effectively for large-scale contracts by offering different or greater capabilities or benefits such as technical qualifications that we do not have, greater experience and institutional knowledge from past performance on large-scale contracts, and enhanced geographic presence and availability of key professional personnel. Further, within the aerospace and defense industry, suppliers have consolidated to expand their product offerings and to secure long-term sole-source positions. As a result, these competitors may be better able to withstand the effects of periodic economic downturns. Some of our customers are also able to fulfill their manufacturing requirements in-house, thereby reducing their need for our products and services. Our ability to compete depends on high product performance, consistent high quality, short lead time and timely delivery, competitive pricing, superior customer service and support, and continued certification under customer quality requirements and assurance programs. Maintaining or improving our competitive position requires continued investment in manufacturing, engineering, quality standards, marketing, customer service and support, and in our distribution networks. If we do not maintain sufficient resources to make these investments, are unsuccessful in meeting our quality or delivery standards, or are unsuccessful in maintaining our competitive position, we could face pricing pressures or loss in market share, causing our operations and financial performance to suffer.

We have contracts with the U.S. government related to classified programs, which may limit investor insight into portions of our business.

We derive a portion of our revenues from programs with the U.S. government and its agencies that are subject to security restrictions (e.g., contracts involving classified information and classified programs), which preclude the dissemination of information and technology that is classified for national security purposes under applicable law and regulation. In general, access to classified information, technology, facilities, or programs requires appropriate personnel security clearances, is subject to additional contract oversight and potential liability, and also requires appropriate facility security clearances and other specialized infrastructure. In the event of a security incident involving classified information, technology, facilities, programs, or personnel holding clearances, we may be subject to legal, financial, operational, and reputational harm. We are limited in our ability to provide information about these classified programs, their risks or any disputes or claims relating to such programs. As a result, investors have less insight into our classified business or our business overall. However, historically the business risks associated with our work on classified programs have not differed materially from those of our other government contracts.

Further consolidation in the aerospace and defense industry could adversely affect our business and financial results.

The aerospace and defense industry has and continues to experience significant consolidation, including among our customers, competitors and suppliers. Consolidation among our customers may result in delays in the awarding of new contracts and loss of existing business. Consolidation among our competitors may result in

 

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larger competitors with greater resources and market share, which could adversely affect our ability to compete successfully. Consolidation among our suppliers may result in fewer sources of supply and increased cost to us.

Risks Related to our Operations

When we enter into fixed price contracts or undefinitized contract actions (“UCA”) with our customers, we take the risk for cost overruns.

A substantial portion of our customer relationships consist of long-term, fixed-price contracts. Pursuant to such contracts, we have agreed to perform the work for a fixed price and, accordingly, realize all the benefit or detriment resulting from any decreases or increases in the costs of making these products. This risk is greater in a high inflationary environment. Although we have attempted to minimize the effect of inflation on our business through contractual protections, some of our contracts do not permit us to recover increases in raw material prices, taxes or labor costs. Our inability to pass on increased costs to our customers under fixed-price contracts could have a material adverse effect on our profit margins and financial condition.

We may operate from time to time under UCAs, under which we may begin performance at the direction of the U.S. government prior to completing contract negotiations regarding pricing, specifications, and other terms. Under a UCA, the U.S. government has the ability to unilaterally definitize contracts and, absent a successful appeal of such action, the unilateral definitization of the contract would obligate us to perform under terms and conditions imposed by the U.S. government. Such unilaterally imposed contract terms could include less favorable pricing or terms and conditions more burdensome than those negotiated in other circumstances, which could negatively affect our expected profitability under such contract and could have a material adverse effect on our business, results of operations, prospects and financial condition.

We may be unable to obtain critical components, raw materials, and services from suppliers and subcontractors, which could disrupt or delay our ability to deliver products to our customers and increase our costs.

Our ability to meet customer demands depends, in part, on timely and adequate delivery of quality materials, parts, components, and manufacturing services from our suppliers and subcontractors. We obtain certain of our hardware components and sub-assemblies from a limited group of suppliers, some of which are sole source suppliers. We also rely on certain subcontractors who perform portions of our manufacturing processes, including specialty processing and certain testing and inspection processes. Under certain customer contracts, we are required to purchase specific materials from designated suppliers, which may limit our ability to find alternative sources of supply. Although we hold contracts with certain key suppliers that establish pricing and minimize lead times, we do not have long-term binding agreements with all suppliers to continue producing and selling us required materials. Our business could therefore be adversely impacted by factors affecting our suppliers and contractors, including destruction of their facilities or distribution infrastructure, work stoppages, failure to provide materials or services of requisite quality, natural disasters, pandemics, or inflationary pressures on labor and raw materials to the extent we are unable to pass along such cost increases to our customers.

If any supplier becomes capacity constrained, financially unstable, or otherwise unable or unwilling to supply us, locating alternative suppliers or redesigning products to accommodate different components could require significant time and expense, and result in manufacturing delays and increased inventory of unfinished products subject to obsolescence risk. There are also risks that we may have disputes with our subcontractors regarding the quality and timeliness of their work, customer concerns about the subcontractor, our failure to extend existing task orders or issue new task orders under a subcontract, or our hiring of personnel of a subcontractor. A failure by any of our sole-sourced or group subcontractors to timely and satisfactorily provide the required, defect-free supplies or components, or perform the required services, may materially and adversely impact our ability to perform our obligations as the prime contractor.

 

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In addition, raw materials and components used in the manufacture of our products, or in development projects we may pursue in the future, may be subject to supply shortages, which may negatively impact our results of operations and growth plans. In recent years, we have experienced price inflation in certain raw materials, including aluminum, nickel, and titanium; increased fuel costs resulting in a rise in shipping and handling costs related to the shipment of goods to our customers; as well as labor market shortages resulting in increased labor costs. Certain geopolitical events, such as Russia’s invasion of Ukraine and conflicts in the Middle East, may also result in escalating energy and commodity prices, increases in the costs of raw materials, and other inflationary pressures. We may not be able to pass through inflationary cost increases under our existing fixed-price contracts.

Any sustained inability to obtain necessary components or services could cause customers to terminate or delay contracts and orders, negatively impact our ability to win new programs, disrupt future development programs, or increase our costs, any of which could have a material adverse effect on our business, results of operations, prospects, and financial condition.

Our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production.

Our operations and those of our customers and suppliers may be subject to natural disasters, climate change-related events, pandemics, or other business disruptions, which could seriously harm our results of operations and increase our costs and expenses. Some of our manufacturing facilities are located in regions that may experience earthquakes or be impacted by severe weather events, such as increased storm frequency or severity and fires in hotter and drier climates. These could result in potential damage to our physical assets as well as disruptions in manufacturing activities.

We are also vulnerable to damage from other types of disasters, including power loss, fire, explosions, floods, communications failures, pandemics, terrorist attacks, and similar events. Disruptions could also occur due to cyberattacks, computer or equipment malfunction (whether accidental or intentional), operator error, or process failures. If insurance or other risk transfer mechanisms included in our existing disaster recovery and business continuity plans are insufficient to recover all costs, we could experience a material adverse effect on our cash flows, business, results of operations, prospects, and financial condition.

Certain future operational facilities may require significant expenditures in capital improvements and operating expenses to develop, mature, and enhance such operations to meet our customers’ requirements, and the ongoing need to maintain existing operational facilities requires us to expend capital.

As part of our growth strategy, we may need to acquire, build, or utilize additional facilities. Construction of incremental factories or other facilities in which we conduct our operations may require significant capital expenditures to develop, and we may be required to make similar expenditures to expand, improve, or construct adequate facilities for our operations in the future. If we cannot access the capital we need, we may not be able to execute on our growth strategy, take advantage of future opportunities, or respond to competitive pressures.

Any actual or alleged failure or misuse of our products may damage our reputation, necessitate a product recall, or result in regulatory investigations or claims against us that expose us to significant costs.

Our products are extremely complex and must integrate successfully with our customers’ equally complex products and those of their vendors. Defects in the design and manufacture of our products or our subcontractors’ products may occur, particularly when we incorporate new technologies into our customer solutions. If any of our products are defective, we could be required to pay substantial damages or warranty claims, or face actions by regulatory bodies and government authorities. Such an event could result in significant expenses, delay sales, inflate inventory, cause reputational damage, or cause us to withdraw from certain markets. We are also exposed to product liability claims. Many of our products are used in applications where their failure or misuse could

 

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result in significant property or economic loss and serious personal injury or death. We may also be subject to involuntary product recalls or may voluntarily conduct a product recall. Even an isolated incident, such as a high-profile product recall, or the aggregate effect of individually insignificant incidents, can erode trust and confidence, particularly if such incident or incidents result in adverse publicity, governmental investigations or litigation, and as a result, could tarnish our reputation. The costs associated with any future product recalls could be significant. In addition, any product recall, regardless of direct costs of the recall, may harm consumer perceptions of our products and have a negative impact on our future revenues and results of operations. In addition to government regulation, products that have been or may be developed by us may expose us to potential liability from personal injury or property damage claims by the users of such products. There can be no assurance that a claim will not be brought against us in the future, regardless of merit.

Publicly available information regarding our business has historically been limited, in part due to the sensitivity of our work with customers or contractual requirements limiting or preventing public disclosure of certain aspects of our work or relationships with certain customers. However, as our business grows and attracts greater public attention, we may become the subject of unfavorable news coverage, including unsubstantiated allegations or misleading reports concerning product quality, safety, or regulatory compliance of our products. Such negative publicity could prompt regulatory scrutiny, government audits, or formal investigations by agencies such as the Department of War Inspector General or Defense Contract Management Agency, regardless of whether any actual deficiency exists in our products or processes. Many of our customer contracts prohibit us from issuing any public release of information, or confirmation or denial of same, with respect to the applicable contract or its subject matter without the prior written approval of the customer. As a result, we may be unable to respond publicly to negative or misleading coverage regarding us, our products, or our role in broader defense and aerospace programs, which could cause customers to launch claims against us or result in regulatory actions being taken against us, including audits of our facilities.

We maintain product liability insurance coverage with third-party insurers as part of our overall risk management strategy and in response to certain contracts that require us to maintain specific insurance coverage limits. Not every risk or liability is or can be protected by insurance, and for those risks we insure, the limits of coverage that are reasonably obtainable may not be sufficient to cover all actual losses or liabilities incurred. We are limited in the amount of insurance we can obtain to cover certain risks, such as cybersecurity risks and natural hazards, including earthquakes; fires; and extreme weather conditions, some of which can be worsened by climate change and pandemics. If any of our third-party insurers fail, become insolvent, cancel our coverage, or otherwise are unable to provide us with adequate insurance coverage or to renew our insurance coverage on favorable terms, then our overall risk exposure and our operational expenses could increase, and the management of our business operations could be disrupted. Our insurance may be insufficient to protect us from significant product and other liability claims or losses.

In some circumstances, we are entitled to certain legal protections or indemnifications from our customers through contractual provisions, laws, regulations, or otherwise. However, these protections are not always available, can be difficult to obtain, are typically subject to certain terms or limitations, including the availability of funds, and may not be sufficient to cover all losses or liabilities incurred. If liability claims or losses exceed our current or available insurance coverage, customer indemnifications, or other legal protections, our business, results of operations, prospects, and financial condition could be materially adversely affected. Any significant claim may have a material adverse effect on our industry and market reputation, leading to a substantial decrease in demand for our products and services and reduced revenues, making it more difficult for us to compete effectively, and could affect the cost and availability of insurance coverage at adequate levels in the future.

We may not have the ability to renew facilities leases on terms favorable to us and relocation of operations presents risks due to business interruption.

Certain of our manufacturing facilities are under leases that will expire in the future. We have made significant capital expenditures to improve several of our leased facilities to make them suitable for our purposes

 

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and meet customer requirements, including, when applicable, requirements to obtain facility security clearances for U.S. government contractors. However, at the end of the lease term and during any renewal period for a facility, we may be unable to renew the lease without substantial additional cost, if at all, and may be unable to offset these cost increases by charging more for our products and services. If we are unable to renew our facility leases, we may close or relocate a facility, which could subject us to construction and other costs and risks, including those that affect our ability to meet certain contractual schedule commitments, which in turn could have a material adverse effect on our business, results of operations, prospects, and financial condition. Additionally, for new facilities, we may need to obtain new qualifications, including security clearances, to meet customer or contractual requirements, and there is no assurance that we will obtain such qualifications on a timely basis, if at all. Further, we may not be able to secure replacement facilities that meet our commercial needs or comply with our contractual obligations. Even a brief closure to relocate a given facility could negatively impact such facility’s sales and contribution to our results of operations.

Many of our facilities are located on leased premises subject to non-cancellable leases. Typically, our leases have initial terms ranging from 4 to 20 years, with options to renew for specified periods of time, and we believe that our future leases will have similar terms. If we close or stop fully utilizing a facility, we may remain obligated to perform under the applicable lease, which could include, among other things, making the base rent payments and paying insurance, taxes, and other expenses on the leased property for the remainder of the lease term. Our inability to terminate a lease could have a material adverse effect on our business, results of operations, prospects, and financial condition.

We rely on the significant experience and specialized expertise of our senior management and engineering and operational staff, and must retain and attract qualified and highly skilled personnel to grow our business successfully.

Because our products are highly engineered, we depend on an educated and trained workforce. There is substantial competition for skilled personnel in our industry, and we could be materially adversely affected by a shortage of skilled employees. We may not be able to continue to hire, train, and retain qualified employees at current wage rates because we operate in a competitive labor market and significant inflationary and other pressures on wages exist and may continue to exist in the future.

In addition, our success depends in part on our ability to attract and motivate our senior management and key employees. For example, we rely on the relationships and reputation that many members of our senior management team have established and maintain with U.S. government personnel to maintain strong customer relationships and to identify new business opportunities. Achieving this objective may be difficult due to a variety of factors, including fluctuations in economic and industry conditions, competitors’ hiring practices, and the effectiveness of our compensation programs. Competition for qualified personnel can be intense, and the loss of any member of our senior management could impair our ability to secure new contracts, maintain good customer relations, and otherwise manage our business. If we are unable to effectively provide for the succession of key personnel and senior management, our business, results of operations, prospects, and financial condition could be materially adversely affected.

We depend on our ability to recruit and retain employees who have advanced engineering and technical services skills and who work well with our customers. These employees are in great demand and are likely to remain a limited resource in the foreseeable future. The current tight labor market and increased restrictions on the import of foreign labor have adversely impacted our ability to recruit qualified personnel, including engineers. If we are unable to recruit and retain a sufficient number of these employees, our ability to maintain our competitiveness and grow our business could be negatively affected. The loss of any significant number of our existing engineering personnel could have a material adverse effect on our business and operating results. Additionally, if our newly recruited employees perform poorly, or if we are unsuccessful in hiring, training, managing, and integrating these new employees, our business may be negatively impacted.

 

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We are party to a collective bargaining agreement with the International Association of Machinists and Aerospace Workers, which covers employees at our Stockton, California facility and expires on November 30, 2028. We are also party to a collective bargaining agreement with the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers, the industrial division of the Communications Workers of America (IUE-CWA), which covers employees at our Newington, Connecticut facility and expires on March 6, 2027. While there have been no material labor disruptions as a result of strikes, lockouts, or work stoppages in recent years, any failure to successfully negotiate a renewal of the collective bargaining agreement or any labor disruption during the renegotiation process could increase our labor costs or disrupt our operations. In addition, we have in the past and could face in the future a variety of employee claims against us, including but not limited to general discrimination, privacy, wage and hour, labor and employment, Employee Retirement Income Security Act, and disability claims. Any claims could also result in litigation or regulatory proceedings being brought against us by various government agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues and create risks and uncertainties. If we were to become subject to such labor disputes, it could have a negative effect on our relationships with our employees and adversely affect our business, financial condition and results of operations.

Misconduct of employees, subcontractors, agents, suppliers or business partners and others working on our behalf could cause us to lose existing contracts or customers and adversely affect our ability to obtain new contracts and customers and could have a material adverse effect on our reputation, business, results of operations, prospects, and financial condition.

Misconduct could include fraud or other improper activities such as falsifying time or other records; violations of laws; or failure to comply with our policies or procedures or various regulations or legislation, including those that govern federal, state, or local governmental procurement; the use and safeguarding of classified or other protected information; the pricing of labor and other costs in government contracts; environmental, health or safety matters; bribery of foreign government officials, import-export control, lobbying or similar activities and any other applicable laws or regulations. Although we have implemented policies, procedures, training, and other compliance controls to prevent and detect these activities, these precautions may not prevent all misconduct, and as a result, we could face unknown risks or losses. This risk of improper conduct may increase as we continue to expand and do business with new partners. Our failure to comply with applicable laws or regulations could damage our reputation and subject us to administrative, civil, or criminal investigations and enforcement actions; fines and penalties; restitution or other damages including civil False Claims Act allegations (which can include civil penalties and treble damages); loss of security clearance; loss of current and future customer contracts; loss of privileges; and other sanctions, including suspension or debarment from contracting with federal, state or local government agencies, any of which would have a material adverse effect on our reputation, business, results of operations, prospects, and financial condition.

If we are unable to grow and scale our facilities and systems, we may not be able to sustain our growth or adapt to evolving customer needs.

We anticipate that further growth of our facilities and systems will be required to expand our customer base and our product and service offerings. However, if we are unsuccessful in our efforts to obtain new or expand existing facilities and expand our systems, we may not be able to achieve our growth plans. Our success will depend in part upon the ability of our senior management to manage our increased complexity and expected growth effectively. To support our expected growth, we must continue to improve our operational, financial, and management information systems. If we are unable to manage our growth while maintaining our quality of service, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, then our business, results of operations, prospects, and financial condition could be materially adversely affected.

We may need to invest in new information technology systems and infrastructure to scale our operations.

We may need to adopt new information technology systems and infrastructure to scale our business and obtain the synergies from prior and future acquisitions. Failures of our existing information technology and

 

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business systems and infrastructure, or delays, problems, or disruptions in the adoption of new systems, could create product development or production work stoppages, unnecessarily increase our inventory, negatively impact product delivery times and quality, and increase our compliance costs. Failure to invest in newer information technology and business systems and infrastructure may lead to operational inefficiencies and increased compliance costs and risks. Even if we were to invest in adopting upgrades or replacements to our information technology systems and infrastructures, these upgrades or replacements may not improve our productivity to the levels anticipated and may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks of delays or difficulties in transitioning to new systems or of integrating new systems into other existing systems. If we are unable to maximize the utility and benefit of our information technology and business tools or any upgrades thereto, our ability to scale our operations and realize operational improvement goals may be negatively impacted.

Technology failures, cybersecurity breaches and other unauthorized access to or use of our information technology systems or sensitive or proprietary information could have a material adverse effect on our business and operations.

Our operations rely on the proper functioning of information technology systems and infrastructure, including both systems and infrastructure that we operate for ourselves and systems or infrastructure that we access through or purchase from third parties, to transmit, store, protect and otherwise process electronic information, including sensitive, personal and proprietary information. Any failure of, or disruption to, our information technology systems or those of our third-party service providers, whether as a result of cybersecurity attacks or otherwise, could damage our reputation, subject us to legal claims (including class actions) and proceedings or remedial actions, create risks of violations of data privacy laws and regulations, interfere with our operations and cause us to incur substantial additional costs. For more information on the laws and regulations that govern privacy, data protection, cybersecurity and the collection, storage, transmission, use and other processing of sensitive, personal and proprietary information, see “—Risks Related to Legal and Regulatory Matters—Our business is subject to federal and state laws regarding data protection, privacy, and data security, as well as confidentiality obligations under various agreements, and our actual or perceived failure to comply with such obligations could damage our reputation, expose us to litigation risk and materially adversely affect our business and operating results.”

While we have implemented cybersecurity risk management programs, policies, and internal controls designed to protect our information technology systems and data, including our efforts to comply with applicable DoW security standards, no security measures can provide absolute assurance. Consequently, we cannot guarantee that our protective protocols will be fully effective against all current or future cybersecurity threats, or prevent unauthorized access, data loss, or system disruptions in every instance. For example, we face risks of disruptions, failures, computer viruses or other malicious codes or bugs, malware or ransomware incidents, unauthorized access attempts, theft of intellectual property, trade secrets, or other corporate assets, denial of service attacks and phishing / social engineering, from a diverse set of threat actors, including hacking by individuals, criminal groups or nation-state organizations or social activist (“hacktivist”) organizations, insider threats, and other bad actors. Further, events such as natural disasters, fires, accidents, power outages, systems failures, telecommunications failures, acts of terrorism, vandalism or sabotage, acts of war or other states of emergency, employee error or malfeasance or other catastrophic events could similarly cause interruptions, disruptions or shutdowns, or exacerbate the risk of the failures described above, and threat actors’ malicious activities may be significantly enhanced through the use of artificial intelligence. These risks may increase as more employees work from home or as we integrate new technology systems that may be subject to cybersecurity vulnerabilities. Any data loss, cybersecurity incident, or information security lapse resulting in the unauthorized access, compromise, or improper use of our proprietary information, employee personal data, or customer provided controlled unclassified information (“CUI”) could result in claims, remediation costs, regulatory investigations, the loss of government contracts, interruptions to the services we provide, degradation in the user experience, a loss of confidence and trust in our products and solutions and a decrease in the use of

 

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our products and solutions. Furthermore, while classified information is strictly maintained in isolated, federally approved enclaves subject to National Industrial Security Program Operating Manual requirements, any security breach of these physically separate systems could result in the revocation of our facility security clearances, criminal sanctions, and severe reputational harm.

In addition, third parties may attempt to fraudulently induce our employees, contractors, vendors, service providers, consultants or customers to disclose information in order to gain access to our or our customers’ proprietary, confidential or sensitive information, including personal information. We may incur significant costs in protecting against or remediating such incidents and as such incidents continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any security or cybersecurity vulnerabilities or any actual or suspected breaches, incidents, compromises or disruptions. While we have certain disaster recovery arrangements in place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-party providers. Our disaster recovery may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur. The third parties with which we do business also are susceptible to the foregoing risks (including regarding the third parties with which they are similarly interconnected or on which they otherwise rely), and our business operations and activities may therefore be affected adversely by failures, terminations, errors or malfeasance by, or attacks or constraints on, such third parties. The failure of these third parties to provide adequate services and technologies, or to adequately maintain or update their services and technologies, could result in significant disruption to our business operations. While we generally perform cybersecurity due diligence on our key vendors, service providers, contractors and consultants, if these third parties fail to adopt or adhere to adequate cybersecurity practices, or in the event of a breach, incident, disruption or other compromise of their networks, systems or applications, our or our customers’ proprietary, confidential or sensitive information, including personal information, may be improperly lost, destroyed, modified, accessed, used, disclosed or otherwise processed, which could subject us to claims, demands, proceedings and liabilities. We cannot control such third parties and cannot guarantee that a compromise, breach, incident or disruption will not occur on their networks, systems or applications. Although we may have contractual protections with our third-party vendors, service providers, contractors and consultants, any actual or perceived cybersecurity breach, incident or disruption could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on cybersecurity and in responding to any such actual or perceived compromise, breach, incident or disruption and negatively impact our business. Any contractual protections we may have from our third-party vendors, service providers, contractors and consultants may not be sufficient to adequately protect us from any such liabilities and losses, and we may be unable to enforce any such contractual protections.

We have experienced, and may experience in the future, either directly or through our supply chain or other channels, cybersecurity incidents. To date, we are not aware of risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. Existing or emerging threats involving changing attack techniques and tools (including artificial intelligence) may circumvent our existing security controls and evade detection. As a result, we may be unable to anticipate or implement sufficient control measures to successfully defend against these techniques, or to detect, investigate, remediate, or recover from an identified incident in a timely manner. We cannot predict the degree of any impact that increased monitoring, assessing, or reporting of cybersecurity matters would have on our business, results of operations, prospects, and financial condition. Moreover, the costs, potential monetary damages, and operational consequences of responding to cybersecurity incidents may not be covered by any insurance that we may carry from time to time and we cannot be certain that such insurance policies will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our business, financial condition and results of

 

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operations. Additionally, from time to time, we may implement new information technology systems or replace and/or upgrade our current information technology systems, which may not improve our productivity to the levels anticipated and may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks of delays or difficulties in transitioning to or integrating new systems.

Risks Related to our Financial Condition

Our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility.

As of March 31, 2026, our total indebtedness was approximately $1,017.8 million, consisting of approximately $971.7 million in principal amount of term loan borrowings under our Credit Agreement and $46.1 million of borrowings under our revolving credit facility. We may incur additional indebtedness in the future. Our indebtedness could have important consequences. For example, it could: increase our vulnerability to general economic downturns and adverse competitive and industry conditions; increase the risk we are subjected to downgrade or put on a negative watch by the ratings agencies; limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; place us at a competitive disadvantage compared to competitors that have less debt; negatively impact investors’ perception of us; impact our ability to pay dividends and make other distributions or to purchase, redeem or retire capital stock; and limit, along with the financial and other restrictive covenants contained in the documents governing our indebtedness, among other things, our ability to borrow additional funds, make investments, and incur liens.

Although the Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these qualifications and exceptions could be substantial. For more information on the Credit Agreement, see “Description of Material Indebtedness.”

Volatility in the financial markets may impede our ability to successfully access capital markets and ensure adequate liquidity and may adversely affect our customers and suppliers.

Turmoil in the capital markets may impede our ability to access the capital markets when we would like, or need, to raise capital or may restrict our ability to borrow money on favorable terms. Such market conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations, acquisitions, and capital expenditures in the future. In addition, interest rate fluctuations, financial market volatility, or credit market disruptions may also negatively affect our customers’ and our suppliers’ ability to obtain credit to finance their businesses on acceptable terms. As a result, our customers’ need for and ability to purchase our products or services may decrease, and our suppliers may increase their prices, reduce their output or change their terms of sale. If our customers’ or suppliers’ operating and financial performance deteriorates, or if they are unable to make scheduled payments or obtain credit, our customers may not be able to pay, or may delay payment of, accounts receivable owed to us, and our suppliers may restrict credit or impose different payment terms. Any inability of customers to pay us for our products and services or any demands by suppliers for different payment terms may adversely affect our earnings and cash flow.

Servicing our indebtedness requires a significant amount of cash. Our ability to generate cash depends on many factors, and any failure to meet our debt service obligations could have a material adverse effect on our business, results of operations, prospects, and financial condition.

Our ability to make payments on and to refinance our indebtedness and to fund our operations, will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

 

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Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under the Credit Agreement or otherwise in amounts sufficient to enable us to service or pay our indebtedness or to fund our other liquidity needs, capital requirements or growth initiatives. If we cannot service our debt, the availability of cash to fund working capital requirements may decrease, and we may have to reduce, delay, or forego certain capital expenditures, acquisitions, research and development efforts, or take other actions such as selling assets, restructuring or refinancing our debt, or seeking additional equity capital. These remedies may not be available to us on commercially reasonable terms, or at all. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting any of these alternatives. Any inability by us to obtain financing in the future or otherwise generate sufficient cash to service our debt or fund our other operational needs could have a material adverse effect on our cash flows, business, results of operations, prospects, and financial condition.

We use estimates and make assumptions in accounting for many of our contracts and programs and changes in our estimates could materially adversely affect our future financial results.

Our consolidated financial statements are prepared in conformity with GAAP. These principles require us to make estimates and assumptions regarding our contracts that affect the reported amounts of revenue and expenses during the reporting period. Accounting for revenue recognized over time requires judgment relative to assessing risks, including technical and schedule risks; estimating contract consideration and costs, including the effects of inflation and other economic projections; and business volume assumptions and asset utilization. Due to the nature of certain of our contracts, the estimation of total sales and cost at completion is complicated and subject to many variables. While we base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances at the time made, actual results may differ materially from those estimated.

Our pro forma financial information may not be representative of our future performance.

In preparing the pro forma financial information included in this prospectus, we have made adjustments to our historical financial information based upon currently available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the acquisition of CBI. The estimates and assumptions used in the calculation of the pro forma financial information in this prospectus may be materially different from our actual experience. Accordingly, the pro forma financial information included in this prospectus does not purport to indicate the results that would have actually been achieved had the acquisition of CBI been completed on the assumed date or for the periods presented, or which may be realized in the future, nor does the pro forma financial information give effect to any events other than those discussed in our unaudited pro forma condensed combined financial statements of operations and related notes.

Risks Related to Legal and Regulatory Matters

Our business, operations and products expose us to numerous legal and regulatory requirements.

We are subject to numerous state and federal laws, directives and regulations that involve matters central to our business, including data privacy and security, employment and labor relations, environmental, health and safety matters, taxation, anti-corruption, anti-bribery, import-export controls (including tariffs), trade restrictions, sanctions, internal and disclosure control obligations, securities regulation, and anti-competition. Compliance with legal requirements is costly, time-consuming and requires significant resources. Violations of one or more of these legal requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business, disqualification from bidding on future government contracts, and damage to our reputation. Violations of these regulations or contractual

 

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obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work, and allegations by our customers that we have not performed our contractual obligations.

Contracting in the defense industry is subject to significant regulation, including rules related to bidding, billing and accounting, kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment.

Contracting with government agencies, whether directly or indirectly through our customers, exposes our business to heightened regulation. Contracting in the defense industry is subject to significant regulation, including rules related to bidding, billing and accounting, kickbacks, and false claims, and any non-compliance with such regulation could subject us to substantial civil and criminal fines, penalties, or possible debarment as a government contractor. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks, or filing false claims.

We have been, and expect to continue to be, subjected to routine audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation, which could significantly reduce our sales and earnings. It could also result in withheld progress payments or our suspension or debarment from future government contracts, which could have a material adverse effect on our business, results of operations, prospects, and financial condition. In addition, we could be subject to criminal or civil penalties or administrative sanctions, including contract termination or breach of contract actions including related damages, fines, forfeiture of fees, suspension of payment, and civil False Claims Act allegations (which can include civil penalties and treble damages), any of which could have a material adverse effect on our reputation, business, results of operations, prospects, and financial condition.

Whether we contract directly with the U.S. government and U.S. government agencies or indirectly as a subcontractor or team member, our contracts and subcontracts are subject to special risks, including:

 

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We sell certain products and services to U.S. and international defense contractors or directly to the U.S. government on a commercial item basis, eliminating the requirement to disclose and certify cost data. To the extent that there are interpretations or changes in the Federal Acquisition Regulations (“FAR”) regarding the qualifications necessary to sell commercial items, there could be a material impact on our business and operating results. For example, there have been legislative proposals to narrow the definition of a “commercial item” (as defined in the FAR) or to require cost and pricing data on commercial items that could limit or adversely impact our ability to contract under commercial item terms. Changes could be accelerated due to changes in our mix of business, in federal regulations, or in the interpretation of federal regulations, which may subject us to increased oversight by the Defense Contract Audit Agency for certain of our products or services. Such changes could also trigger contract coverage for a larger percentage of our contracts under the Cost Accounting Standards (“CAS”), requiring compliance with a defined set of business systems criteria. Failure to comply with applicable CAS requirements could adversely impact our ability to win future CAS-type contracts and subject us to 5% billing withholding on open cost type contracts. We may also need to implement or enhance our processes and information systems to support certified cost and pricing and earned value management systems.

 

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We are subject to the DoW Cybersecurity Maturity Model Certification (“CMMC”) in connection with our defense work for the U.S. government and defense prime contractors. Inability to meet the qualifications to the CMMC and any amendments may increase our costs or delay the award of contracts if we are unable to certify that we satisfy such cybersecurity requirements at our Company level and into our supply chain. Further, our suppliers in general are not as prepared to comply with

 

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CMMC requirements today as we are, and thus we may have to change suppliers or delay production to the extent the application of such requirements materially affects our supply chain.

 

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The U.S. government or a defense prime contractor customer could require us to relinquish data rights to a product in connection with performing work on a defense contract, which could lead to a loss of valuable technology and intellectual property in order to participate in a government program.

 

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The U.S. government or a defense prime contractor customer could require us to enter into cost reimbursable contracts that could offset our cost efficiency initiatives.

 

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We anticipate that sales to our U.S. prime defense contractor customers as part of foreign military sales (“FMS”) programs will be an increasing part of our business going forward. These FMS sales combine several different types of risks and uncertainties, including risks related to government contracts, risks related to defense contracts, timing and budgeting of foreign governments and approval from the U.S. and foreign governments related to the programs, all of which may be impacted by macroeconomic and geopolitical factors outside of our control.

 

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Certain of our contracts with the U.S. government and subcontractor contracts do not contain a limitation of liability provision, creating a risk of responsibility for indirect, incidental damages and consequential damages, which could be substantial.

We must also comply with security requirements pursuant to 32 CFR Part 117, formerly known as the National Industrial Security Program Operating Manual (“NISPOM”), and other U.S. government security protocols when accessing sensitive information. Many of our facilities maintain a facility security clearance and many of our employees maintain a personal security clearance to access sensitive information necessary to the performance of our work on certain U.S. government contracts and subcontracts. Certain of our products are used in government programs requiring our Company to maintain a National Security Clearance at the “Secret” level, and certain of our employees hold personal clearances at the same level. As a result, certain information may need to be withheld from employees who do not hold such clearances, including members of management, which could impact management’s ability to oversee all aspects of our business. Failure to comply with such security requirements may also subject us to civil or criminal penalties, loss of access to sensitive information, loss of a U.S. government contract or subcontract, or potentially debarment as a government contractor. We may need to invest additional capital to build out higher level security infrastructure at certain of our facilities to capture new design wins on defense programs with higher level security requirements.

Our business may be adversely affected if we were to lose our government or industry approvals, if more stringent government regulations were enacted or if industry oversight were to increase.

The industry we do business in is highly regulated in the U.S. These laws and regulations, among other things, may require certification and disclosure of all cost and pricing data in connection with contract negotiation, define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts, and restrict the use and dissemination of classified information and the exportation of certain products and technical data. Additionally, in order to sell our products, we and the products we manufacture must be certified by the Federal Aviation Administration, the DoW, and by individual manufacturers. If new and more stringent government regulations are adopted or if industry oversight increases, we might incur significant expenses to comply with any new regulations or heightened industry oversight. In addition, if any existing material authorizations or approvals were revoked or suspended, our business, results of operations, prospects, and financial condition could be materially adversely affected. Failure to comply with applicable government or industry regulations may lead to civil or criminal penalties, termination of our government contracts, civil False Claims Act allegations (which can include civil penalties and treble damages) or suspension or debarment from contracting with government agencies.

 

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As our business expands, we may become exposed to risks associated with international operations and markets.

We currently market and sell our products primarily in U.S. domestic markets. However, we may expand into international markets in the future, both directly to foreign customers and indirectly to customers based in the U.S. that have global operations. There are inherent risks in transacting business internationally, including: changes in applicable laws and regulatory requirements; tariffs and other trade barriers; less favorable intellectual property laws; difficulties in staffing and managing foreign operations; longer payment cycles; problems in collecting accounts receivable; adverse economic conditions in foreign markets; political instability that may result in price fluctuations of raw materials; fluctuations in currency exchange rates, which may lead to lower operating margins, or may cause us to raise prices which could result in reduced revenues; pandemics and disasters, natural or otherwise; expatriation controls; and potential adverse tax consequences.

If we expand into international markets, we may be required to comply with more complex laws and regulations, including those administered and enforced by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), the United Nations Security Council, the Directorate of Defense Trade Controls and other relevant authorities. Such laws and regulations prohibit or restrict certain operations, investment decisions, and sales activities, including dealings with certain countries or territories, and with certain governments and designated persons. We may incur significant costs to develop the systems and hire personnel necessary to comply with such laws and regulations, which costs we may not be able to recoup through our fixed-price contracts. Even if we establish policies and procedures designed to maintain compliance with applicable economic and trade sanctions and export controls, we cannot ensure that such policies will be effective in preventing violations or allegations of violations. Our employees, representatives, or other third parties acting on our behalf may engage in conduct for which we might be held responsible. If we or our intermediaries fail to comply with the requirements of economic and trade sanctions, export controls, anti-bribery and corruption laws and other laws that may apply if we expand into international markets, governmental authorities in the U.S. or the countries in which we operate in the future could seek to impose civil and criminal penalties, or restrict or limit our ability to do business, which could have a material adverse effect on our cash flows, business, results of operations, prospects, and financial condition.

We may be subject to periodic litigation and regulatory proceedings, which may adversely affect our business and financial performance.

From time to time, we are involved in lawsuits and regulatory actions brought or threatened against us in the ordinary course of business. These actions and proceedings may involve claims for, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, environmental, health or safety violations, obligations or liabilities or breach of contract. In addition, we may be subject to class action lawsuits, including those involving allegations of violations of consumer product statutes or the Fair Labor Standards Act and state wage and hour laws. Due to the inherent uncertainties of litigation and government investigations, we cannot accurately predict the ultimate outcome of any such actions or proceedings. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify, as plaintiffs may seek recovery of very large or indeterminate amounts in these types of lawsuits, and the magnitude of the potential loss may remain unknown for substantial periods of time. In addition, plaintiffs in many types of actions may seek punitive damages, civil penalties, consequential damages, or other losses, or injunctive or declaratory relief, and monetary damages or fines may exceed our insurance coverage limits, or we may settle on unfavorable terms. These proceedings could result in substantial cost and may require us to devote substantial resources to defend ourselves. The ultimate resolution of these matters through settlement, mediation, or court judgment could have a material adverse effect on our cash flows, business, results of operations, prospects, and financial condition.

 

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If we are unable to adequately maintain, enforce and protect our intellectual property or defend against assertions of infringement, misappropriation or other violations, our business and our ability to compete could be harmed.

We own certain patents, trademarks, trade secrets and know-how, both internally developed and acquired, that support our ability to maintain our competitive advantage. We strive to protect our intellectual property rights by relying on foreign, federal, state and common law rights, as well as contractual restrictions. However, the steps we take to protect our intellectual property and proprietary rights, afford only limited protection, require significant resources and may be inadequate. Effective trade secret, copyright, trademark, patent and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending and enforcing our rights. Given the costs and expenses of obtaining, maintaining, protecting, exploiting, defending and enforcing our intellectual property rights, we may choose not to obtain, maintain, protect, exploit, defend or enforce certain intellectual property rights that later turn out to be important. We cannot guarantee that our efforts to obtain, maintain, protect, exploit, defend or enforce our intellectual property rights are adequate or that we have secured, or will be able to secure, appropriate permissions or protections for all of the intellectual property rights we use or rely on.

Our patent rights and other intellectual property protections may be in the future, infringed, misappropriated, misrepresented, copied without authorization, circumvented, invalidated or otherwise violated. Our inability to protect and defend against the unauthorized use of these rights and assets could have a material adverse effect on our business, results of operations, prospects, and financial condition. Our proprietary rights may expire, and third parties may develop capabilities similar or superior to our capabilities or design around our proprietary rights. Litigation may be necessary to enforce or protect our intellectual property rights, defend against claims of infringement, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. This litigation could result in significant costs and divert our management’s focus away from operations. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative it could have an adverse impact on the price of our shares.

We seek to protect our proprietary position by filing patent applications related to certain technologies that are important to our business. The patent prosecution process is expensive, time-consuming and complex, and we may not be able to file, prosecute, maintain, enforce or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. We may not be able to obtain or maintain patent applications and patents due to the subject matter claimed in such patent applications and patents being in disclosures in the public domain. Furthermore, patents have a limited lifespan. In the United States, the natural expiration of a patent is generally 20 years after it is filed. Various extensions may be available; however, the life of a patent, and the protection it affords, is limited. Further, the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability and our patents may be challenged in courts or patent offices in the United States and abroad. Our patents and other intellectual property rights may be challenged, invalidated, circumvented or rendered unenforceable. The outcome following legal assertions of invalidity and unenforceability is unpredictable. An adverse result in any legal proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly and could allow third parties to commercialize our products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. In addition, we may become involved in derivation, reexamination, inter partes review, post-grant review or interference proceedings and other similar proceedings in foreign jurisdictions (e.g., opposition proceedings) challenging the validity, priority or other features of patentability of our patent rights.

Further, we cannot provide assurance that any pending patent application we may file from time to time will result in an issued patent or, if patents are issued to us, that those patents will provide meaningful protection

 

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against competitors or against competitive technologies. The failure of our patents or other measures to protect our patents, trade secrets and know-how could have a material adverse effect on our cash flows, business, results of operations, prospects, and financial condition.

We may be subject to claims that we infringe, misappropriate or otherwise violate a third party’s intellectual property rights, which could result in substantial damages, diversion of management’s efforts and attention, and have a material adverse effect on our business, financial condition, and results of operations.

We may from time-to-time face allegations that we are infringing, misappropriating, or otherwise violating the intellectual property rights of third parties, including the intellectual property rights of our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Irrespective of the validity of any such claims, we could incur significant costs and diversion of resources in defending against them. There is no guarantee any such defense would be successful, and such claims could result in injunctions against us or the payment of damages by us, result in expensive changes to our business model, result in the payment of substantial damages or injunctions against us, result in ongoing royalty payments or significant settlement payments, require us to enter into costly royalty or licensing agreements, if available, or could have a material adverse effect on our business, financial condition, and results of operations. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team and harm our business, financial condition, our results of operations, and our reputation. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

The protections we have in place with our employees, consultants, and contractors involved in the development of intellectual property may not provide meaningful protection for our trade secrets or other confidential information, and if we are unable to protect the confidentiality of our trade secrets or other confidential information, the value of our products and solutions and our business and competitive position could be materially adversely affected.

We rely on trade secret laws and confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information and to maintain our competitive position. With respect to our products and solutions, we consider trade secrets and know-how to be one of our primary sources of intellectual property. Trade secrets and know-how can be difficult to protect. While it is our policy to enter into confidentiality agreements with our employees, contractors and third parties to protect our material intellectual property rights, we cannot guarantee that we have entered into such agreements with each party who has developed intellectual property on our behalf and each party that has or may have had access to our confidential information, know-how or trade secrets. These confidentiality agreements are designed to protect our proprietary information. These agreements may not be sufficient and there can be no assurances that our confidentiality agreements will not be breached. Such agreements may not provide meaningful protection against the unauthorized use or disclosure of our trade secrets or other confidential information, and adequate remedies may not exist if unauthorized use or disclosure were to occur. Further, we may not have executed, or may in the future fail to execute, invention assignment agreements with employees, contractors, consultants, and third parties who may be involved in the development of our intellectual property. Additionally, individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property and, to the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. The exposure of our trade secrets and other proprietary information would impair our competitive advantages and could have a material adverse effect on our business, results of operations, and financial condition. In particular, a failure to protect our confidential information may allow competitors to copy our processes, which could adversely affect our pricing and market share. Further, other parties may independently develop substantially equivalent know-how and technology.

 

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Furthermore, individuals executing agreements with us may have preexisting or competing obligations to third parties, and thus an agreement with us may be ineffective in perfecting ownership of intellectual property developed by those individuals. We may in the future become subject to claims that we or our employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, we may be forced to pay monetary damages or be enjoined from using certain technology, aspects of our platforms, aspects of our programs, or knowledge. Even if we are successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

In addition to contractual measures, we seek to protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee, consultant, or other third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent an employee, consultant, contractor, or other third party from misappropriating our trade secrets and providing them to a competitor, and the recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our intellectual property, trade secrets, or confidential information will be effective. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our platform and programs that we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. Trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions, with some courts inside and outside the United States less willing or unwilling to protect trade secrets and know-how. In addition, trade secrets may otherwise become known or be independently developed by others, including our competitors, in a manner that could prevent legal recourse by us.

We may use artificial intelligence in our business or systems, and challenges with properly managing its use could result in competitive and reputational harm and negatively impact the operations and profitability of our business.

We may incorporate artificial intelligence, generative artificial intelligence, machine learning and similar tools and technologies (collectively, “AI”) solutions into our core offerings, and these applications may become important in our business and operations over time, exposing us to additional risks, such as damage to our reputation, competitive position and business, legal and regulatory risks and additional costs. Our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than we may, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, generative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI uses machine learning and predictive analytics, which can create deficient, inaccurate or misleading output, unintended biases and other discriminatory or unexpected results, errors or inadequacies, any of which may not be easily detectable. Accordingly, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or misleading, biased, unethical or otherwise flawed, our business, financial condition, and results of operations may be adversely affected.

Additionally, if any of our employees, contractors, consultants, vendors or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business. Any output created by us using AI tools may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, any one of which may, among other things, require us to limit the ways in which AI systems are trained and may affect our ability to develop AI-powered products and solutions. Additionally, the use of AI applications has resulted in, and may in the future result in,

 

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cybersecurity incidents. To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the AI tools used in our business, or if we experience cybersecurity incidents related to our use or any third-party service provider’s use of AI applications, it could adversely affect our reputation and results of operations and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, data security, cybersecurity, publicity, contractual or other rights.

It is possible that new laws and regulations will be adopted in the United States and in non-U.S. jurisdictions, or that existing laws and regulations may be interpreted in new ways, that would affect our use of AI-powered solutions in our business and operations. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations. The rapid evolution of AI, including government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

Our business is subject to federal and state laws regarding data protection, privacy, and data security, as well as confidentiality obligations under various agreements, and our actual or perceived failure to comply with such obligations could damage our reputation, expose us to litigation risk and materially adversely affect our business and operating results.

In the course of our business, we receive, store, use and otherwise process information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy and security laws. We are therefore subject to a variety of federal and state laws, regulations and rules, industry standards, contractual obligations and other requirements relating to the privacy, security and processing of personal information. These laws, rules and regulations may require us to modify our data processing practices and policies and may cause us to incur substantial costs and expenses in order to comply. Like all DoW contractors that store, transmit or otherwise process controlled unclassified information, we must meet minimum security standards or risk losing our contracts that directly or indirectly serve the DoW. In addition, in the ordinary course of our business, we receive, collect, retain and otherwise process certain personal information about our customers, vendors and employees. As a result, we are subject to the evolving and increasingly complex data protection laws, including state comprehensive privacy laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”). These laws impose obligations in relation to the collection, use, disclosure and other processing of personal information, including providing consumers with certain rights to access, correct, delete, and restrict the processing of their personal information. Failure to comply with applicable laws may result in regulatory scrutiny, enforcement actions, fines, litigation, reputational harm or other liabilities or costs, and the evolving complexity of the privacy landscape could impact our ability to collect, use, disclose or otherwise process personal information, decrease demand for our products, require us to restrict our business operations, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue. We are also subject to the DoW CMMC requirements, which require companies that do business with the DoW to, depending on the level of security required, meet, or exceed certain specified cybersecurity standards to be eligible for new contract awards. To the extent we are unable to achieve or maintain certification at the level required for a particular contract award, we will be unable to bid on such contract awards or follow-on awards for existing work with the DoW, which could materially adversely impact our revenue, profitability, and cash flows.

Additionally, our subcontractors, and certain of our vendors, may also need to comply with CMMC requirements. We may be negatively impacted if our subcontractors or vendors are not compliant with CMMC requirements. The obligations imposed on us under the CMMC may be different from, or in addition to those, otherwise required by the data protection laws to which we are subject. The costs to comply with the new CMMC requirements are significant and may increase, which could materially adversely affect our business,

 

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financial condition, or results of operations. Failure to comply with CMMC requirements may also make us subject to bid protest challenges or False Claims Act allegations claiming damages to the government based on such non-compliance. We have implemented internal controls and procedures designed to comply with the data protection laws to which we are subject, the CMMC and other applicable standards, as well as contractual obligations related to data protection.

We currently market and sell our products primarily in U.S. domestic markets. However, we may expand into international markets in the future, both directly to foreign customers and indirectly to customers based in the U.S. that have global operations. If we expand into international markets, we may be required to comply with additional laws and regulations, such as the European Union General Data Protection Regulation (“EU GDPR”), and the U.K. General Data Protection Regulation, as amended by the Data (Use and Access) Act 2025 (“U.K. GDPR”). These laws impose obligations in relation to the collection, use, disclosure and other processing of personal information, including providing consumers with certain rights to access, correct, delete, and restrict the processing of their personal information. Failure to comply with applicable laws may result in regulatory scrutiny, enforcement actions, fines, litigation, reputational harm or other liabilities or costs, and the evolving complexity of the privacy landscape could impact our ability to collect, use, disclose or otherwise process personal information, decrease demand for our products, require us to restrict our business operations, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

Data protection laws, regulations, standards, and obligations are evolving and may be modified, replaced, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements, or legal obligations. At the federal level, we are subject to, among other laws, rules and regulations, the rules and regulations promulgated under the authority of the Federal Trade Commission, which has the authority to regulate and enforce against unfair or deceptive acts or practices in or affecting commerce, including acts and practices with respect to privacy, data protection and cybersecurity. Moreover, Congress has considered, and continues to consider, many proposals for comprehensive national data privacy and cybersecurity legislation. At the state level, we are subject to laws, rules and regulations, such as the CCPA which imposes requirements on covered companies that process California consumers’ personal information, including requirements to provide disclosures to California consumers and afford such consumers numerous data privacy rights (such as the right to access and request deletion of their personal information and to opt out of certain sharing and sales of personal information), and provides for civil penalties for violations, as well as a private right of action for certain data breaches that may increase the likelihood of and risks associated with data breach litigation. Numerous other states have enacted, or are in the process of enacting or considering, comprehensive state-level privacy, data protection and cybersecurity laws, rules and regulations that share similarities with the CCPA, which creates the potential for a patchwork of overlapping but different state laws. In addition, all 50 states have laws that require the provision of notification for security breaches of personal information to affected individuals, state officers or others.

Further, we expect that new industry standards, laws, and regulations will continue to be proposed regarding privacy and data security in many jurisdictions. We cannot yet determine the impact that such future laws, regulations, and standards may have on our business. Our efforts to comply with these evolving obligations may cause us to incur significant costs or require changes to our business practices, which could materially adversely affect our business, financial condition, and results of operations. Any failure or perceived failure by us to comply with applicable laws or regulations, or other contractual or legal obligations, or to adequately address privacy and data security concerns, even if unfounded, may result in governmental enforcement actions, private litigation (including class actions), fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have a material adverse effect on our reputation, inhibit sales, and materially adversely affect our business, financial condition, and results of operations.

 

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We, our operations and our products are subject to environmental, health and safety laws, regulations and permits, which may result in significant liabilities, obligations and compliance-related costs.

Our operations involve the handling, storage and use of various industrial chemicals and the generation of hazardous wastes. As a result, we and our operations, products and facilities are subject to a number of complex and increasingly stringent international, foreign, federal, state and local environmental, health and safety laws, regulations and permits that govern, among other things, discharges of pollutants into the air and water; the generation, handling, storage and disposal of hazardous materials and wastes; the remediation of contamination; chemical content of products; and the health and safety of our employees. Compliance with such existing and evolving laws, regulations and permits requires and is expected to continue to require significant operating and capital costs. The nature and extent of any changes in these laws, regulations and permits may be unpredictable and may have material effects on our business. We may be subject to government investigations by various government agencies, including the U.S. Environmental Protection Agency (“USEPA”), the Occupational Safety and Health Administration (“OSHA”) and counterpart state and local agencies, which could lead to substantial administrative, civil, or criminal fines, penalties, obligations, liabilities or other sanctions (including suspension and debarment from contracting with governments). If we are found to be in violation of the Federal Clean Air Act or the Clean Water Act, the facility or facilities involved in the violation could be placed by the USEPA on a list of facilities that generally cannot be used in performing on U.S. government contracts until the violation is corrected. In addition, our operations may present a risk of injury to our employees or third parties, and material liabilities or obligations relating to injury, death, or other workers’ compensation claims could have a material adverse effect on our business or result in reputational harm.

Environmental laws and regulations may also require that we investigate and remediate the effects of the release or disposal of hazardous materials at sites associated with past, present, or future operations, including at sites historically owned or operated by our business or at third-party sites used by our business for material and waste handling and disposal. Stricter or different remediation standards or enforcement of existing laws and regulations; new requirements, including regulation of new substances; discovery of previously unknown contamination or new contaminants; imposition of fines, penalties, or damages (including natural resource damages); a determination that certain remediation or other costs are unallowable; rulings on allocation or insurance coverage; and/or the insolvency, inability, or unwillingness of other responsible parties to pay their share could require us to incur material additional costs in excess of those anticipated. We may become a party to legal proceedings and disputes involving government and private parties (including individual and class actions) relating to alleged impacts from pollutants released into the environment, including bodily injury and property damage. Additionally, certain of our facilities have in the past, and may in the future be, subject to investigations as a result of our operations or historical manufacturing, industrial, or agricultural operations conducted by prior owners or operators of the site. Any of these matters could result in material compensatory or other damages, remediation costs and obligations, fines, penalties, non-monetary relief and adverse allowability or insurance coverage determinations. The impact of these factors is difficult to predict, but one or more of them could harm our reputation and business and have a material adverse effect on our results of operations, prospects and financial condition.

Further, our operations and the operations of our suppliers and customers are subject to laws and regulations limiting emissions and to other climate-related laws and regulations, including requirements related to the disclosure of greenhouse gas emissions and climate change impacts. The increased prevalence of global climate change concerns may result in new laws and regulations that may negatively impact us, our suppliers and customers. We are continuing to evaluate short-, medium- and long-term risks related to climate change. We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers, in which case, the costs of raw materials and component parts could increase.

 

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Failure to maintain a level of corporate social responsibility could damage our reputation and could have a material adverse effect on our business, results of operations, prospects, and financial condition.

Our reputation could be materially adversely impacted by a failure, or perceived failure, to maintain appropriate standards of corporate social responsibility, whether arising from our operations, including our environmental impact and supply chain practices, or the actions of our employees, agents, customers, suppliers, or other third parties. Governmental authorities across different jurisdictions have imposed, and may continue to impose, varying and potentially conflicting substantive or disclosure requirements with respect to corporate social responsibility, including in certain U.S. states that seek to discourage or penalize consideration of such factors, resulting in increased complexity, compliance costs, and litigation risks. Customers and investors may likewise impose their own social and environmental responsibility requirements or expectations. If we are unable to satisfy applicable requirements or expectations, customers may cease purchasing our products, investors may divest, and either may pursue legal action against us. We may also become subject to new or more stringent laws, regulations or industry standards that could impose additional costs and restrictions. Any of the foregoing could have a material adverse effect on our reputation, competitive position, business, results of operations, prospects, and financial condition.

We may be subject to risks relating to changes in our tax rates or exposure to additional income tax liabilities.

Our future results of operations could be materially and adversely affected by changes in our effective tax rate, changes in the valuation of deferred tax assets, challenges by tax authorities or changes in domestic tax laws or regulations. Significant judgment is also required in determining our provision for income taxes. The amount of income taxes we pay may be subject to ongoing audits by U.S. federal, state, and local tax authorities. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to our tax liabilities, which could have a material adverse effect on our results of operations. The final determination of tax audits and any related litigation could be materially different from our historical income tax expenses and accruals.

Risks Related to This Offering and Ownership of Our Common Stock

Our Principal Stockholder controls us and its interests may conflict with ours or yours in the future.

Immediately following the completion of this offering and the application of net proceeds therefrom, our Principal Stockholder will beneficially own approximately  % of our outstanding common stock (or  % if the underwriters exercise in full their option to purchase additional shares of our common stock). Moreover, in connection with this offering, we intend to enter into a stockholders agreement with our Principal Stockholder, pursuant to which it will have the right to nominate up to all of the members of our board of directors, for so long as it beneficially owns at least 40% of the total number of our shares of common stock that it beneficially owns as of the date of this offering. See “Certain Relationships and Related Party Transactions—Agreements to be Entered in Connection with this Offering—Stockholders Agreement” and “Description of Capital Stock.”

Even when our Principal Stockholder ceases to own shares of our capital stock representing a majority of the total voting power, for so long as our Principal Stockholder continues to own a significant percentage of our common stock, it will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power. Accordingly, for such period of time, our Principal Stockholder will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as our Principal Stockholder continues to own a significant percentage of our common stock, our Principal Stockholder will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of our common stock as part of a sale of our company and ultimately might adversely affect the market price of our common stock.

 

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Our amended and restated certificate of incorporation will not limit the ability of our Principal Stockholder to compete with us, and they and certain of our directors may have investments in businesses whose interests conflict with ours.

Our Principal Stockholder and its affiliates engage in a broad spectrum of activities, including investments in businesses that may compete with us. In the ordinary course of its business activities, our Principal Stockholder and its affiliates may engage in activities in which their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation provides that none of our Principal Stockholder, any of its affiliates or any of our directors who are not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. See “Description of Capital Stock—Conflicts of Interest.” Our Principal Stockholder and its affiliates may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Principal Stockholder may have an interest in our pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to us and our stockholders.

Upon the listing of our common stock on the NYSE, we will be a “controlled company” within the meaning of the NYSE corporate governance standards and, as a result, will qualify for, and intend to rely on, exemptions and relief from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, our Principal Stockholder will beneficially own approximately  % of our outstanding shares of common stock (or  % if the underwriters exercise in full their option to purchase additional shares of common stock). As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including those which require that within one year of the date of the listing of our common stock:

 

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a majority of our board of directors consist of independent directors;

 

•

our board of directors has a compensation committee that is comprised entirely of independent directors; and

 

•

our board of directors has a nominating and corporate governance committee that is comprised entirely of independent directors.

Following this offering, we intend to utilize these exemptions. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. See “Management—Controlled Company Exemption.”

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For so long as we remain an emerging growth company, we are permitted by SEC rules to (and plan to) rely on exemptions and relief from certain reporting requirements that are applicable to other SEC-registered public companies that are not emerging growth companies. These exemptions and relief include: not being required to have our internal control over financial reporting audited by our independent registered public accounting firm under Section 404 of the Sarbanes-Oxley Act (“Section 404”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and any golden parachute

 

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arrangements. We may take advantage of these exemptions for up to five years or until we are no longer an emerging growth company, whichever is earlier. As a result, the information we provide stockholders will be different than the information that is available with respect to other public companies that are not emerging growth companies.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can delay adopting new or revised accounting standards until those standards apply to private companies. We may use the extended transition period under the JOBS Act. Accordingly, our consolidated financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

We will cease to be an emerging growth company prior to the end of such five-year period if certain earlier events occur, including if we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, our annual gross revenue exceeds $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of certain reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

We cannot predict if investors will find our common stock less attractive as a result of relying on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

An active trading market for our common stock may never develop or be sustained.

Prior to this offering, there has been no public market for any of our common stock. We intend to apply to list our common stock on the NYSE under the symbol “AADX.” We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on that exchange or elsewhere or how liquid that market might become. An active public market for our common stock may not develop or be sustained after this offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you or at all. The initial public offering price for our common stock has been determined through negotiations among us and the representatives of the underwriters and may not be indicative of the market price of our common stock after this offering or to any other established criteria of the value of our business. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price.

You will experience immediate and substantial dilution in the net tangible book value of the shares of common stock you purchase in this offering.

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock immediately after this offering. If you purchase shares of our common stock in this offering, you will suffer immediate dilution of $   per share, representing the difference between the assumed initial public offering price of $  per share and our pro forma net tangible book value per share after giving effect to the sale of common stock in this offering at the assumed initial public offering price of $   per share. See “Dilution.”

You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions, or otherwise.

After this offering, we will have     shares of common stock authorized but unissued (assuming no exercise of the over-allotment option by the underwriters). Our amended and restated certificate of incorporation

 

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authorizes us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Additionally, we have reserved an aggregate of     shares of common stock for issuance under our 2026 Omnibus Incentive Plan. Any common stock that we issue, including under our 2026 Omnibus Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase common stock in this offering.

If we or our pre-IPO owners sell additional shares of our common stock after this offering or are perceived by the public market as intending to sell them, the market price of our common stock could decline.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of     shares of our common stock outstanding, or     shares if the underwriters exercise in full their option to purchase additional shares of common stock. All of the shares of our common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, by persons other than our “affiliates,” as that term is defined under Rule 144 of the Securities Act (“Rule 144”). See “Shares Available for Future Sale.”

We, our executive officers, our directors and other stockholders owning all of our common stock prior to this offering have agreed, subject to certain exceptions, not to dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock during the period starting on the date of this prospectus and ending at 4:00 PM, Eastern Time, on the first day on which the NYSE is open for the buying and selling of securities (a “Trading Day”) on or after the 180th day (the “180th Day”) after the date of this prospectus, or, if the 180th Day is not a Trading Day, immediately after 4:00 PM, Eastern Time, on the last Trading Day immediately preceding the 180th Day, except with the prior written consent of Morgan Stanley & Co. LLC and Jefferies LLC on behalf of the underwriters. See “Underwriting.” Upon the expiration of these lock-up agreements, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that our Principal Stockholder will continue to be considered an affiliate following the expiration of the lock-up period based on its expected share ownership. In addition, Morgan Stanley & Co. LLC and Jefferies LLC, on behalf of the underwriters, may, in their sole discretion, release all or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period.

Further, in connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under our 2026 Omnibus Incentive Plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144 under the Securities Act, shares registered pursuant to the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

In addition, at our request, the underwriters have reserved up to      shares of our common stock, or      % of the shares to be issued by us and offered by this prospectus (excluding the additional shares that the underwriters have an option to purchase) for sale, at the initial public offering price, to certain of our directors, officers, employees and others under the directed share program. Participants in the directed share program will not be subject to the terms of any lock-up agreement with respect to any shares purchased through the directed share program, except in the case of shares purchased by any of our directors or officers. Future sales of such shares may cause the price of our shares of common stock to be reduced or become more volatile. See “Underwriting—Directed Share Program.”

In the future, we may also issue shares of our common stock in connection with investments or acquisitions. The number of shares of our common stock (or securities convertible into or exchangeable for our common

 

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stock) issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of common stock. As restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our common stock or other securities or to use our common stock as consideration for acquisitions of other businesses, investments or other corporate purposes.

We cannot predict the size of future issuances of our common stock or securities convertible into or exchangeable for our common stock or other securities, or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

The trading price of our common stock may be volatile, and you could lose all or part of your investment.

Shares of our common stock sold in this offering may experience significant volatility on the NYSE. An active, liquid and orderly market for our common stock may not be sustained, which could depress the trading price of our common stock or cause it to be highly volatile or subject to wide fluctuations. The market price of our common stock may fluctuate or may decline significantly in the future, and you could lose all or part of your investment, and you may not be able to sell your shares at or above the purchase price. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

 

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actual or anticipated changes in our results of operations or fluctuations in our results of operations, including possible changes due to the cyclical nature of the aerospace and defense industry and fluctuations in OEM and aftermarket ordering, which could cause short-term swings in profit margins;

 

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the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

 

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actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

 

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announcements by our competitors of new offerings, products or services;

 

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rumors and market speculation involving us or other companies in our industry;

 

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announced or completed acquisitions by us or our competitors;

 

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price and volume fluctuations in the overall stock market from time to time;

 

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changes in operating performance and stock market valuations of other aerospace companies generally;

 

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volatility in the market due to macroeconomic developments, including rising interest rates, increased inflation, international trade relationships and geopolitical uncertainty;

 

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litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

 

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new laws, regulations, rules or industry standards or new interpretations of existing laws, regulations, rules or industry standards applicable to our business;

 

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changes in accounting standards, policies, guidelines, interpretations or principles; and

 

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any significant change in our management or board of directors.

These broad market and industry factors may decrease the trading price of our common stock for reasons unrelated to our business, financial condition or results of operations. The trading price of our common stock

 

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might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. The stock market in general has from time-to-time experienced extreme price and volume fluctuations, including recently. In addition, in the past, following periods of volatility in the overall market and decreases in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

Anti-takeover provisions in our organizational documents and under Delaware law might discourage or delay acquisition attempts, other changes of control or changes in our management that you might consider favorable.

Our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions that may make a merger with or acquisition of our company, or changes in our management, more difficult without the approval of our board of directors, even if such a transaction was considered favorable by our stockholders.

Our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions, among other things:

 

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permitting the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

 

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providing that our board of directors will be classified into three classes of directors with staggered three-year terms;

 

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prohibiting cumulative voting for directors;

 

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providing that directors may only be removed pursuant to the provisions of Section 141(k) of the Delaware General Corporation Law (the “DGCL”);

 

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requiring super-majority voting to amend some provisions in our amended and restated bylaws;

 

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permitting our board of directors, without further action by our stockholders, to fix the rights, preferences, privileges and restrictions of preferred stock, the rights of which may be greater than the rights of our common stock;

 

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restricting the forum for certain litigation against us to Delaware;

 

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eliminating the ability of stockholders to call special meetings of stockholders; and

 

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establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, Section 203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “business combinations” with the corporation for a period of three years from the time such person acquired 15% or more of the corporation’s voting stock, unless (i) the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder, (ii) the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans) or (iii) the merger transaction is approved by the board of directors and by the affirmative vote at a meeting, not by written consent, of stockholders of two-thirds of the holders of the outstanding voting stock which is not owned by the interested stockholder.

While we will elect in our amended and restated certificate of incorporation to opt out of Section 203 of the DGCL, our amended and restated certificate of incorporation will contain provisions that have the same effect as

 

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Section 203 of the DGCL, except that they provide that our Principal Stockholder will be deemed not to be an “interested stockholder” and, accordingly, will not be subject to such restrictions. Although we have elected to opt out of Section 203 of the DGCL, we could elect to be subject to Section 203 in the future.

The provision of our amended and restated certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the U.S. for certain types of lawsuits may have the effect of discouraging lawsuits against us, our directors and officers or other employees.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any of the following claims or causes of actions under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any of our current or former directors, officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery; or (iv) any action asserting a claim against us or any of our current or former directors, officers or employees that is governed by the internal affairs doctrine (the “Delaware Forum Provision”).

Our amended and restated certificate of incorporation will provide that the Delaware Forum Provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

Our amended and restated certificate of incorporation will further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, our amended and restated certificate of incorporation will provide that any person or entity holding, owning or otherwise acquiring any interest in any of our shares of capital stock will be deemed to have notice of and consented to the provisions of our amended and restated certificate of incorporation, including the Delaware Forum Provision and the Federal Forum Provision; provided that, for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

The Delaware Forum Provision and the Federal Forum Provision in our amended and restated certificate of incorporation may impose additional litigation costs on our stockholders in pursuing any such claims. Additionally, these forum selection clauses may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers or employees, even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court and other state courts have upheld the validity of federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court, there is uncertainty as to whether other courts will enforce our Federal Forum Provision. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all lawsuits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on our stockholders that assert that the provision is not enforceable or invalid. If a court were to find that such provisions of our amended and restated certificate of incorporation are inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with

 

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resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could impair our profitability, make it more difficult to run our business, or divert management’s attention from our business.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE, and other applicable securities rules and regulations. These rules and regulations have increased and will continue to increase our legal, accounting and financial compliance costs, and have made and will continue to make some activities more time-consuming and costly, particularly after we cease to be an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the JOBS Act.

These laws, regulations and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased selling, general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers. If, notwithstanding our efforts, we fail to comply with new laws, regulations and standards, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.

Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives, and we may not successfully or efficiently manage our transition to a public company. To comply with the requirements of being a public company, including the Sarbanes-Oxley Act, we will need to undertake various actions, such as implementing new internal controls and procedures, new disclosure controls and procedures and hiring accounting or internal audit staff, which would require us to incur additional expenses and harm our results of operations. Our internal infrastructure may not be adequate to support our increased reporting obligations and we may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionals to overcome our lack of experience or team members. If our internal infrastructure is inadequate and we are unable to engage outside consultants at a reasonable rate or attract talented team members to perform these functions or are otherwise unable to fulfill our public company obligations, it could have a material adverse effect on our business, financial condition and results of operations. As a public company, we are also required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal control over financial reporting. If our executive management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on our internal control over financial reporting, when required, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our share price may be materially adversely affected.

Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events would also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as senior management.

 

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We do not intend to pay dividends on our common stock in the foreseeable future.

Following the completion of this offering, our board of directors may elect to declare cash dividends on our common stock, subject to our compliance with applicable law. The declaration and amount of any future dividends is subject to the discretion of our board of directors, and we have no obligation to pay any dividends at any time. We do not intend to pay dividends following the completion of this offering and may never pay dividends. We have not adopted, and do not currently expect to adopt, a written dividend policy. Our future dividend policy will be based on the operating results and capital needs of our business, and any future earnings may be retained to finance our future expansion and for the implementation of our business plan.

The payment of dividends is dependent on, among other things, economic conditions, our financial condition, results of operations, projections, liquidity and earnings and legal requirements. Our ability to pay dividends to holders of our common stock is limited as a practical matter by our Credit Agreement, insofar as we may seek to pay dividends out of funds made available to us by our subsidiaries, because our subsidiaries’ debt instruments directly or indirectly restrict our subsidiaries’ ability to pay dividends or make loans to us. Any financing arrangements or debt arrangements that we enter into in the future may also include restrictive covenants that limit our ability to pay dividends.

As an investor, you should take note of the fact that a lack of a dividend may affect the market value of our common stock and could affect the value of any investment.

We are a holding company and our only material assets are our equity interests in our subsidiaries and, accordingly, we will be dependent on the ability of our subsidiaries to pay dividends and make other payments and distributions to us in order to meet our obligations.

Upon completion of this offering, we will be a holding company and will have no material assets other than our ownership interests in our subsidiaries. As a result, our ability to pay taxes, operating expenses, and any dividends in the future, if any, will be dependent upon the financial results and cash flows of our subsidiaries and the distributions we receive from them. Our subsidiaries may not generate sufficient cash flow to make such distributions, and applicable state and foreign law and contractual restrictions, including negative covenants in our Credit Agreement, may not permit such distributions. If the cash we receive from our subsidiaries pursuant to dividends and other arrangements is insufficient to fund any of our obligations, or if a subsidiary is unable to pay future dividends or distributions to us to meet our obligations, we may be required to raise cash through, among other things, the incurrence of debt (including convertible or exchangeable debt), the sale of assets or the issuance of equity. Thus, our liquidity and capital position are highly dependent on the performance of our subsidiaries and their ability to pay future dividends and distributions to us as anticipated. The evaluation of future dividend sources and our overall liquidity plans are subject to a variety of factors, including current and future market conditions, which are subject to change.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

Equity research analysts do not currently provide coverage of our common stock, and we cannot assure that any equity research analysts will adequately provide research coverage of our common stock after the listing of our common stock on the NYSE. A lack of adequate research coverage may harm the liquidity and trading price of our common stock. To the extent equity research analysts do provide research coverage of our common stock, we will not have any control over the content and opinions included in their reports. The trading price of our common stock could decline if one or more equity research analysts downgrade our stock or publish other unfavorable commentary or research. If one or more equity research analysts cease coverage of our company or fail to regularly publish reports on us, the demand for our common stock could decrease, which in turn could cause our trading price or trading volume to decline.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy, prospects, plans and objectives, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would,” the negative of these words or other similar terms or expressions, although not all forward-looking statements contain these identifying words.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in “Risk Factors” and elsewhere in this prospectus. Such risks, uncertainties and other factors include, but are not limited to:

 

•

a significant decline in business with key customers could have a material adverse effect on us;

 

•

any significant cancellation, reduction or deferment of orders by customers could have a material adverse effect on our business, results of operations, prospects, and financial condition;

 

•

if we are unable to adapt to technological change, demand for our capabilities may be reduced;

 

•

if we fail to establish and maintain important relationships with government agencies and prime contractors, our ability to successfully maintain and develop new business could be materially adversely affected;

 

•

government agencies may directly or indirectly request or encourage us to make investments into our business that do not directly benefit shareholder interests;

 

•

our growth strategy includes acquisitions, which entails certain risks to our business and financial performance, and our business may be materially adversely affected if we cannot consummate acquisitions on satisfactory terms or if we cannot effectively integrate acquired operations;

 

•

we rely on the significant experience and specialized expertise of our senior management and engineering and operational staff, and must retain and attract qualified and highly skilled personnel to grow our business successfully;

 

•

we may be unable to obtain critical components, raw materials, and services from suppliers and subcontractors, which could disrupt or delay our ability to deliver products to our customers and increase our costs;

 

•

our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production;

 

•

we may not have the ability to renew facilities leases on terms favorable to us and relocation of operations presents risks due to business interruption;

 

•

technology failures, cybersecurity breaches and other unauthorized access to or use of our information technology systems or sensitive or proprietary information could have a material adverse effect on our business and operations;

 

•

defense spending and government defense budgets may change due to various economic conditions and other factors, which may cause our operating results to fluctuate;

 

•

our business and operations expose us to numerous legal and regulatory requirements, and any violation of these requirements could have a material adverse effect on our business, results of operations, prospects and financial condition;

 

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•

we, our operations and our products are subject to environmental, health and safety laws, regulations and permits, which may result in significant liabilities, obligations and compliance-related costs;

 

•

we may be subject to periodic litigation and regulatory proceedings, which may adversely affect our business and financial performance;

 

•

our failure to comply with applicable economic and trade sanctions could materially adversely affect our reputation and results of operations;

 

•

if we are unable to adequately enforce and protect our intellectual property or defend against assertions of infringement, our business and our ability to compete could be harmed;

 

•

tariffs on certain imports to the United States and other potential changes to U.S. tariff and import/export regulations could have a material adverse effect on global economic conditions and our business, results of operations, prospects and financial condition;

 

•

our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility;

 

•

servicing our indebtedness requires a significant amount of cash, our ability to generate cash depends on many factors, and any failure to meet our debt service obligations could have a material adverse effect on our business, results of operations, prospects, and financial condition;

 

•

our pro forma financial information may not be representative of our future performance; and

 

•

other matters described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

 

53

USE OF PROCEEDS

We estimate that, based on an assumed initial public offering price of $   per share, which is the midpoint of the price range set forth on the cover page of this prospectus, we will receive net proceeds from this offering of approximately $   million (or $   million if the underwriters exercise in full their option to purchase additional shares of common stock), after deducting the underwriting discounts and commissions, and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $   per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $   million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $   million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

We intend to use approximately $   of the net proceeds from shares sold by us in this offering for the repayment of term loans and revolving loans outstanding under our Credit Agreement. The outstanding term loans under our Credit Agreement accrue interest based on either (i) term secured overnight financing rate (“SOFR”) or (ii) an alternate base rate (“Base Rate”), in each case plus an applicable margin. The applicable margin for SOFR loans and Base Rate loans is determined by reference to a pricing grid based on the first lien net leverage ratio of the Borrower group, as set forth in the Credit Agreement. As of March 31, 2026, the applicable margin was 4.75% per annum for SOFR loans and 3.75% per annum for Base Rate loans. Thereafter, the margin may step down based on improvements in the first lien net leverage ratio. The term loans require quarterly principal payments, with the remaining outstanding principal required to be paid on December 1, 2030. The revolving credit facility does not amortize and is payable in full on December 1, 2030. See the section entitled “Description of Material Indebtedness.”

We intend to use the remainder of the net proceeds from this offering for other general corporate purposes, including working capital, operating expenses and capital expenditures.

Our expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have broad discretion to direct the use of the remaining proceeds.

 

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DIVIDEND POLICY

In the fiscal year ended December 31, 2024, we declared a dividend of $80.0 million on our common stock. After the completion of this offering, we anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Subject to our compliance with applicable law, any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant. We have not adopted, and do not currently expect to adopt, a written dividend policy.

Our Credit Agreement also limits our ability to, among other things, pay dividends or make other distributions or payments on account of our common stock, in each case, subject to certain exceptions. Any financing arrangements or debt arrangements that we enter into in the future may also include restrictive covenants that limit our ability to pay dividends. Additionally, as a holding company with no material direct operations, our ability to pay dividends on our common stock is dependent on the earnings and distributions of funds from our operating subsidiaries.

See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—We do not intend to pay dividends on our common stock in the foreseeable future.”

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our consolidated capitalization as of March 31, 2026 on:

 

•

an actual basis; and

 

•

an as adjusted basis, after giving effect to the Stock Split and our sale of      shares of common stock in this offering at an assumed initial public offering price of $     per share, and the application of the net proceeds therefrom as described in “Use of Proceeds,” after deducting underwriting discounts and commissions and anticipated offering expenses payable by us.

The as adjusted information set forth in the table below is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. You should read the following table in conjunction with the sections entitled “Use of Proceeds,” “Summary Historical and Pro Forma Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included in this prospectus.

 

(in thousands, except share data)		As of March 31, 2026
		Actual				As Adjusted
Cash and cash equivalents		$	15,923			$
Long-term debt:
Term Loan			971,676
Revolving Credit Facility(1)			46,100
Shareholder’s equity:
Common stock, $0.01 par value; 200 shares authorized, 158 issued and outstanding, actual; shares authorized,      shares issued and outstanding, as adjusted			—
Additional paid-in capital			312,603
Accumulated deficit			(78,169	)
Total shareholder’s equity			233,788
Total capitalization		$	1,251,564			$

 

(1)	As of March 31, 2026, our Revolving Credit Facility had unused borrowing capacity of $78.9 million. For more information on our Revolving Credit Facility, see “Description of Material Indebtedness.”

Each $1.00 increase (decrease) in the assumed initial public offering price of $     per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $   million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $   million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

 

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DILUTION

Investors purchasing our common stock in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their shares of common stock. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after the offering.

Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of shares of outstanding common stock. After giving effect to (i) the Stock Split, (ii) the filing and effectiveness of our amended and restated certificate of incorporation immediately prior to the closing of this offering and (iii) the sale of shares of common stock in this offering by us at an assumed initial public offering price of $     per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting $   million in underwriting discounts and commissions and estimated offering expenses of $   million, the pro forma as adjusted net tangible book value as of March 31, 2026 would have been approximately $   million, or $     per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $     per share to our existing stockholders and an immediate dilution of $     per share to new investors purchasing common stock in this offering.

The following table illustrates this dilution on a per share basis to new investors.

 

Assumed initial public offering price per share						$
Pro forma historical net tangible book value per share as of March 31, 2026		$
Increase in as adjusted net tangible book value per share attributable to the investors in this offering		$
Pro forma as adjusted net tangible book value per share after giving effect to this offering		$
Dilution per share to new investors participating in this offering						$

The following table summarizes on the pro forma as adjusted basis described above, as of March 31, 2026, the difference between the number of shares of common stock purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by our existing stockholders and new investors in this offering at an assumed initial public offering price of $    per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

 

Shares Purchased

Total Consideration

Average Price Per Share

Number

Percent

Amount

Percent

Existing stockholders(1)

%

$

%

$

New investors

%

$

%

$

Total

%

$

%

$

 

(1)	The presentation in this table regarding ownership by existing stockholders does not give effect to any purchases that existing stockholders may make through our directed share program or otherwise purchase in this offering.

If the underwriters exercise their option to purchase additional shares of our common stock in full, the percentage of shares of common stock held by existing stockholders will decrease to approximately  % of the

 

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total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors will increase to    , or approximately  % of the total number of shares of our common stock outstanding after this offering.

Each $1.00 increase or decrease in the assumed initial public offering price of $    per share would increase or decrease the net proceeds we receive from this offering by approximately $  million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated $  million in underwriting discounts and commissions payable by us. Similarly, each increase or decrease of one million in the number of shares of common stock offered by us would increase or decrease the net proceeds that we receive from this offering by approximately $  million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

To the extent that equity awards are issued under our compensatory stock plans, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The information set forth below should be read in conjunction with the consolidated financial statements included elsewhere in this prospectus. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this prospectus, particularly in “Risk Factors” and “Forward-Looking Statements.” The following discussion and analysis of our financial results should be read in conjunction with the audited consolidated financial statements and unaudited condensed consolidated financial statements and corresponding notes included within this prospectus. The information in this section does not give effect to the Stock Split.

Business Overview

We are a premier provider of advanced design, engineering, and vertically integrated manufacturing solutions for leading and next-generation space and defense technology companies. We build complex, mission-critical subsystems for extreme operating environments serving three core markets: Space and Launch Systems, Defense Aviation and Airborne Systems, and C5ISR and Precision Strike Systems. With decades of space and defense manufacturing heritage, we combine deep material science and intellectual property (“IP”)-enabled process expertise with the ability to enable rapid prototyping, enhance new product development, and responsively scale production. Across our nationwide network of advanced manufacturing facilities, we continuously support a balanced mix of next-generation technology and platform development, large scale production programs, and aftermarket sustainment for enduring platforms.

Our core service offerings include (i) design and analysis, including concurrent engineering, structural design and analysis, and tooling; (ii) fabrication and assembly, including composite and metallic fabrication, forming and precision machining, and finishing; and (iii) inspection, qualification, and testing, including in-process inspection, three-dimensional metrology, non-destructive testing, and thermal and structural testing. These offerings are enabled by our complementary metal, composite, and polymer manufacturing capabilities and support the delivery of mission-critical subsystems and assemblies designed to perform in demanding environments.

Recent Developments

On November 14, 2025, AA&D Holdings, LP, our parent company, completed a merger with Rotor Topco, LP (the “Combination”). Upon the Combination, all outstanding units of Rotor Topco, LP were automatically converted into units of AA&D Holdings, LP, resulting in the combination of the businesses previously operating as Applied Aerospace Structures Corporation (“AASC”) and PCX Aerostructures, LLC (“PCX”). Immediately following the completion of the Combination, AA&D Holdings, LP contributed its entire ownership interest in Rotor Topco, LP’s existing subsidiaries to the Company. The Combination, which occurred under the common control of Greenbriar Equity Fund V, L.P., was accounted for as a common control transaction. See Note 1, Organization and Nature of the Business, in the notes to our audited consolidated financial statements and the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, for further information about the Combination.

On October 1, 2024, we acquired 100% of the equity ownership of Innovative Composite Engineering LLC. (“ICEL”), bringing carbon fiber technology capabilities to the Company to deliver lightweight, durable, and technically complex composite solutions.

On March 4, 2025, we acquired 100% of the equity ownership of NeXolve Holdings, LLC (“NeXolve”), bringing deployable space technology and advanced polymer expertise to the Company. See Note 4, Business Combinations, in the notes to our audited consolidated financial statements included elsewhere in this prospectus, for additional information about our acquisitions of NeXolve and ICEL.

 

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On January 16, 2026, we acquired 100% of the issued and outstanding equity of Vestigo Aerospace, Inc. (“Vestigo”), a business that designs and develops passive de-orbit systems, including the Spinnaker product line of dragsail technology, and related assemblies for reliable end-of-mission space vehicle and other low-earth orbit satellite disposal.

On March 2, 2026, we acquired 100% of the issued and outstanding equity of CBI and Ultracor. CBI is a vertically integrated two-site advanced manufacturing platform that specializes in complex assemblies and highly-engineered components for a broad range of precision strike systems. Ultracor is a supplier of highly specialized and IP-enabled honeycomb core materials that are used in defense aviation and space platforms, including next generation tiltrotor aircraft and navigational satellites. See Note 4, Business Combinations, in the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, for additional information about our acquisitions of Vestigo, CBI, and Ultracor. The Company’s acquisition of CBI is significant pursuant to SEC Regulation S-X, Rule 1-02(w). See “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma financial information related to the Company’s acquisition of CBI. The Company’s acquisitions of Vestigo and Ultracor are not significant pursuant to SEC Regulation S-X, Rule 1-02(w).

Key Trends Affecting Our Performance

We operate in an industry and in markets that are experiencing strong, sustained growth. Demand is increasing for spacecraft and related systems capable of meeting the complex mission requirements of commercial launch firms and space companies, the U.S. government, and its allies. Likewise, the emerging and ongoing geopolitical conflicts affecting the U.S. and its allies and the dynamic global threat environment are driving demand across existing platforms as well as investment in the development of next-generation technology. The replenishment and rearmament needs of the U.S. and its allies as a result of these geopolitical conflicts has prompted us to collaborate closely with the U.S. government and our suppliers and customers to expand production and deliver critical offerings that support U.S. and allied security needs. These factors have increased demand for our products and capabilities, which in turn has contributed to revenue growth that we believe has partially offset the effects of supply chain challenges, inflationary pressures, and other causes of market volatility in our operating environment.

Our operating results are significantly influenced by U.S. government spending priorities and budget and appropriations decisions. Increases in U.S. defense spending, particularly for advanced space, defense aviation, C5ISR, and precision strike equipment, drive growth in our business. Budget restrictions, cost-reduction initiatives, or changes in the budgeted volume and relative mix of specific U.S. government programs may result in reduced or deferred U.S. government spending, which could in turn impact our business and the results of our operations. In particular, shifts in U.S. government spending and investment priorities relating to defense, space, intelligence, homeland security, innovation, and technology are most likely to impact our results.

As a newly public company, we will implement additional procedures and processes to address the standards and requirements applicable to public companies. Specifically, accounting, legal, and personnel-related expenses and directors’ and officers’ insurance costs will increase as we establish more comprehensive compliance and governance functions, enhance and mature our internal controls over financial reporting as we comply with the requirements of the Sarbanes-Oxley Act, and prepare and distribute periodic reports in accordance with SEC rules. Our financial statements for the year ending December 31, 2026 onward will begin to reflect the impact of these expenses.

 

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Results of Operations

The following table presents the results of our operations and percentages of revenue for the three months ended March 31, 2026 and 2025:

 

		Three Months Ended March 31,
		2026								2025
(in thousands, except percentages)		Dollars				% of Revenue				Dollars				% of Revenue
Revenue		$	134,351				100.0	%		$	111,024				100.0	%
Cost of goods sold			100,772				75.0	%			80,140				72.2	%
Gross profit			33,579				25.0	%			30,884				27.8	%
Selling, general, and administrative expenses			28,302				21.1	%			12,367				11.1	%
Intangible asset amortization expense			8,110				6.0	%			6,538				5.9	%
Operating (loss) income			(2,833	)			(2.1	)%			11,979				10.8	%
Interest expense, net			17,771				13.2	%			16,720				15.1	%
Loss before income taxes			(20,604	)			(15.3	)%			(4,741	)			(4.3	)%
Income tax (benefit) expense			(5,472	)			(4.1	)%			2,572				2.3	%
Net loss		$	(15,132	)			(11.3	)%		$	(7,313	)			(6.6	)%

The following table sets forth the results of our operations and percentages of revenue for the years ended December 31, 2025 and 2024:

 

		Years Ended December 31,
		2025								2024
(in thousands, except percentages)		Dollars				% of Revenue				Dollars				% of Revenue
Revenue		$	498,763				100.0	%		$	399,790				100.0	%
Cost of goods sold			359,384				72.1	%			301,715				75.5	%
Gross profit			139,379				27.9	%			98,075				24.5	%
Selling, general, and administrative expenses			54,447				10.9	%			41,748				10.4	%
Intangible asset amortization expense			26,063				5.2	%			23,461				5.9	%
Operating income			58,869				11.8	%			32,866				8.2	%
Interest expense, net			72,806				14.6	%			63,705				15.9	%
Loss before income taxes			(13,937	)			(2.8)	%			(30,839	)			(7.7)	%
Income tax expense			3,087				0.6	%			3,927				1.0	%
Net loss		$	(17,024	)			(3.4)	%		$	(34,766	)			(8.7)	%

Revenue

 

		Three Months Ended March 31,
(in thousands, except percentages)		2026				2025				Change				% Change
Space and Launch Systems		$	35,051			$	26,331			$	8,720				33.1	%
Defense Aviation and Airborne Systems			79,423				72,042				7,381				10.2	%
C5ISR and Precision Strike Systems			19,877				12,651				7,226				57.1	%
Revenue		$	134,351			$	111,024			$	23,327				21.0	%

 

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Revenue for the three months ended March 31, 2026 increased by approximately $23.3 million, or 21.0%, to $134.4 million as compared to $111.0 million for the three months ending March 31, 2025, with revenue increases attributable to growth across all end markets, as described in further detail below. The increase in revenue included approximately $13.4 million generated from the acquisitions in 2025 and 2026.

Space and Launch Systems

Revenue growth in Space and Launch Systems of $8.7 million was primarily attributable to increased volumes on launch vehicle, satellite, and spacecraft production programs amid higher launch cadence, proliferated constellations, and rising demand for more capable spacecraft.

Defense Aviation and Airborne Systems

Revenue growth in Defense Aviation and Airborne Systems of $7.4 million was primarily attributable to sustained aftermarket demand across a large installed base of aircraft, as well as continued new production activity. Demand is supported by increases in global defense budgets across a broad range of fixed-wing and rotorcraft platforms, including increasing funding for next-generation fixed-wing, vertical lift, and autonomous airborne systems.

C5ISR and Precision Strike Systems

Revenue growth in C5ISR and Precision Strike Systems of $7.2 million was primarily attributable to higher revenue across a range of integrated air and missile defense systems and precision strike programs, partially offset by lower volumes on select radar and surveillance programs. Near term demand is expected to remain supported by missile and munition rearmament, layered missile defense priorities, and continued national defense and budget investments in next-generation precision strike systems.

 

		Years Ended December 31,
(in thousands, except percentages)		2025				2024				Change				% Change
Space and Launch Systems		$	114,098			$	99,718			$	14,380				14.4	%
Defense Aviation and Airborne Systems			331,364				249,234				82,130				33.0	%
C5ISR and Precision Strike Systems			53,301				50,838				2,463				4.8	%
Revenue		$	498,763			$	399,790			$	98,973				24.8	%

Revenue for the twelve months ended December 31, 2025 increased by approximately $99.0 million, or 24.8%, to $498.8 million as compared to $399.8 million for the twelve months ended December 31, 2024, with revenue increases attributable to growth across all end-markets, as described in further detail below. The increase in revenue included approximately $39.1 million generated from the recent acquisitions of NeXolve and ICEL.

Space and Launch Systems

Revenue growth in Space and Launch Systems of $14.4 million was primarily attributable to increased volumes on launch vehicle and spacecraft production programs amid higher launch cadence, proliferated constellations, and rising demand for more capable spacecraft. This growth was partially offset by lower volumes on select satellite and spacecraft programs.

Defense Aviation and Airborne Systems

Revenue growth in Defense Aviation and Airborne Systems of $82.1 million was primarily attributable to sustained aftermarket demand across a large installed base of aircraft, as well as continued new production activity. Demand is supported by increases in global defense budgets across a broad range of fixed-wing and rotorcraft platforms, including increasing funding for next-generation fixed-wing, vertical lift, and autonomous airborne systems.

 

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C5ISR and Precision Strike Systems

Revenue growth in C5ISR and Precision Strike Systems of $2.5 million was primarily attributable to higher revenue across a range of integrated air and missile defense, surveillance, and advanced radar programs. Near-term demand is expected to remain supported by missile and munition rearmament, layered missile defense priorities, and continued national defense and budget investments in next-generation precision strike systems.

Gross Profit and Costs of Goods Sold

 

		Three Months Ended March 31,
(in thousands, except percentages)		2026				2025				Change				% Change
Cost of goods sold		$	100,772			$	80,140			$	20,632				25.7	%
Gross profit			33,579				30,884				2,695				8.7	%
Gross profit margin			25.0	%			27.8	%

Cost of goods sold increased $20.6 million, or 25.7%, primarily reflecting approximately $10.6 million associated with revenue growth excluding acquisitions and approximately $10.0 million of incremental cost of goods sold from recent acquisitions in 2025 and 2026. Gross profit increased by $2.7 million, or 8.7%, with acquisitions contributing $3.4 million of incremental gross profit. Gross profit margin decreased by 2.8 percentage points, as increased sales volume and improved throughput were offset by a change in product mix towards ramping programs with lower initial margins.

 

		Years Ended December 31,
(in thousands, except percentages)		2025				2024				Change				% Change
Cost of goods sold		$	359,384			$	301,715			$	57,669				19.1	%
Gross profit			139,379				98,075				41,304				42.1	%
Gross profit margin			27.9	%			24.5	%

Cost of goods sold increased $57.7 million, or 19.1%, primarily reflecting approximately $39.3 million associated with revenue growth excluding acquisitions and approximately $18.4 million of incremental cost of goods sold from recent acquisitions.

Gross profit increased by $41.3 million, or 42.1%, and gross profit margin increased by 3.4 percentage points, primarily due to approximately $20.5 million of incremental gross profit driven by increased sales and improved throughput, disciplined cost management, overhead leverage, and other continued operational improvements which more than offset inflationary pressure on material costs. Acquisitions contributed $20.7 million of incremental gross profit, reflecting favorable drop-through of acquired revenue.

Operating Expenses

 

		Three Months Ended March 31,
(in thousands, except percentages)		2026				2025				Change				% Change
Selling, general and administrative expenses		$	28,302			$	12,367			$	15,935				128.9	%
Intangible asset amortization expense			8,110				6,538				1,572				24.0	%

Selling, general and administrative expenses increased primarily due to professional services and other transaction costs related to acquisitions and the IPO of $14.0 million for the three months ended March 31, 2026 as compared with $0.5 million of acquisition related costs for the three months ended March 31, 2025. Additionally, the operations of recent acquisitions in 2025 and 2026 contributed incremental selling, general and administrative expense of $1.5 million.

 

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Intangible asset amortization expense increased due to an increase in our acquired intangible assets in connection with acquisitions disclosed in Note 4, Business Combinations, in the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

 

		Years Ended December 31,
(in thousands, except percentages)		2025				2024				Change				% Change
Selling, general and administrative expenses		$	54,447			$	41,748			$	12,699				30.4	%
Intangible asset amortization expense			26,063				23,461				2,602				11.1	%

Selling, general and administrative expenses increased primarily due to a $6.1 million increase in operating costs for professional services and a $3.8 million increase in administrative human capital costs, reflecting ongoing expansion of operational support capabilities and integration activities related to the Combination, as well as an increase of $3.5 million related to recent acquisitions. This increase was partially offset by a decrease in credit losses during the year ended December 31, 2025 compared to December 31, 2024.

Intangible asset amortization expense increased due to an increase in our acquired intangible assets in connection with the NeXolve and ICEL acquisitions. See Note 4, Business Combinations, in the notes to our audited consolidated financial statements included elsewhere in this prospectus, for additional information.

Interest Expense, Net

 

		Three Months Ended March 31,
(in thousands, except percentages)		2026				2025				Change				% Change
Interest expense, net		$	17,771			$	16,720			$	1,051				6.3	%

Interest expense, net increased by $1.1 million for three months ended March 31, 2026, compared to the same period in the prior year. The increase was primarily attributable to higher outstanding debt balances resulting from borrowings incurred in connection with acquisitions completed during the quarter. See Note 10, Long-Term Debt, in the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, for additional information.

 

		Years Ended December 31,
(in thousands, except percentages)		2025				2024				Change				% Change
Interest expense, net		$	72,806			$	63,705			$	9,101				14.3	%

Interest expense, net increased due to increased financing costs on higher debt levels, as well as amortization and write-offs of previously deferred debt issuance costs and debt discount resulting from the related debt modification and extinguishments, which increased by $3.2 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. These increases were partially offset by declining interest rates. See Note 10, Long-Term Debt, in the notes to our audited consolidated financial statements included elsewhere in this prospectus, for additional information.

Income Tax Expense

 

		Three Months Ended March 31,
(in thousands, except percentages)		2026				2025				Change				% Change
Income tax (benefit) expense		$	(5,472	)		$	2,572			$	(8,044	)			(312.8	)%

The Company recognized an income tax benefit of $5.5 million for the three months ended March 31, 2026, as compared with income tax expense of $2.6 million in the three months ended March 31, 2025. The change was driven by a $13.8 million benefit attributable to the partial release of the Company’s valuation allowance

 

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associated with the increased capacity to realize deferred tax assets after the acquisition of CBI. This increase was partially offset by $8.4 million in income tax expense resulting from the application of the Company’s estimated annual effective tax rate to year-to-date pre-tax losses. No comparable valuation allowance release occurred in the prior year period. See Note 11, Income Taxes, in the condensed notes to the Company’s unaudited condensed consolidated financial statements included elsewhere in this prospectus for additional information.

 

		Years Ended December 31,
(in thousands, except percentages)		2025				2024				Change				% Change
Income tax expense		$	3,087			$	3,927			$	(840	)			(21.4)%

Income tax expense decreased principally as a result of a decrease in the incremental valuation allowance recorded during the year ended December 31, 2025 as compared to the year ended December 31, 2024 and a decrease in state and local tax expense. See Note 13, Income Taxes, in the notes to our audited consolidated financial statements included elsewhere in this prospectus, for additional information.

Key Performance Indicators and Non-GAAP Financial Measures

We manage and evaluate our business using key performance indicators (“KPIs”) and non-GAAP measures, including contract backlog, Adjusted EBITDA, and Adjusted EBITDA Margin, to monitor operating performance, assess contract execution, and support capital allocation decisions.

Contract Backlog

We believe contract backlog, which represents the total value of existing contracts, less amounts previously invoiced, as of the backlog date, is a key measure of our business growth.

As of March 31, 2026, contract backlog was $1,060.1 million. The increase of $188.8 million during the three months ended March 31, 2026 was primarily driven by approximately $171.1 million of incremental backlog from the acquisition of CBI, as well as the net effect of new orders received in excess of billings during the three months ended March 31, 2026.

As of December 31, 2025 and 2024, contract backlog was $871.3 million and $792.6 million, respectively.

Non-GAAP Financial Measures

Our chief operating decision maker, who is the Chief Executive Officer, makes resource and operating decisions by evaluating performance and business results on a consolidated basis using the non-GAAP financial measures Adjusted EBITDA. The non-GAAP financial measures are supplemental measures of our performance that we believe help investors understand our financial condition and operating results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or are unrelated to our core operating results and the overall health of our company. We believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance. When read in conjunction with our GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as one basis for financial, operational and planning decisions. Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry.

We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, as adjusted to eliminate certain non-cash charges and other items not reflective of ongoing operations, which include: acquisition-related expenses, integration expenses and restructuring costs, share-based compensation expense, and other costs. We define Adjusted EBITDA Margin as Adjusted EBITDA expressed as a percentage of revenue.

 

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Although we use Adjusted EBITDA and Adjusted EBITDA Margin and for the purposes described above, these non-GAAP financial measures have inherent limitations and should neither be considered in isolation nor as substitutes for analyzing our financial results as reported under U.S. GAAP. For example:

 

•

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect significant interest expense or the related cash requirements to service our debt;

 

•

These measures exclude depreciation and amortization, which are non-cash charges, but do not account for the future cash needs to replace depreciated or amortized assets;

 

•

These measures exclude substantial amortization expense associated with our intangible assets, limiting the measures’ usefulness;

 

•

These measures do not include our provision for income taxes which generally represents taxes paid in the period or that are payable in the future, which are necessary aspects of our operations;

 

•

These measures exclude share-based compensation expense, which is an important component of employee compensation; and

 

•

These measures exclude costs related to the IPO and certain acquisition-related and post-merger integration and restructuring costs, which are necessary elements of certain acquisitions.

Because of these limitations, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as measures of cash available for investment in our business. Management addresses these limitations by evaluating these metrics alongside other U.S. GAAP measures, such as revenue, to assess our operating performance. These metrics are non-GAAP financial measures, are not defined by U.S. GAAP, and should not be considered alternatives to net loss or cash flows from operations as determined under U.S. GAAP. Moreover, our methods of calculating Adjusted EBITDA and Adjusted EBITDA Margin may differ from those used by other companies with similarly titled measures, and therefore may not be directly comparable.

The following table sets forth the reconciliation of net loss to Adjusted EBITDA and presentation of net loss margin and Adjusted EBITDA Margin for the three months ended March 31, 2026 and 2025, and for the years ended December 31, 2025 and 2024:

 

		Three Months Ended March 31,								Years Ended December 31,
(in thousands, except percentages)		2026				2025				2025				2024
Net loss		$	(15,132	)		$	(7,313	)		$	(17,024	)		$	(34,766	)
Income tax (benefit) expense			(5,472	)			2,572				3,087				3,927
Interest expense, net			17,771				16,720				72,806				63,705
Depreciation and amortization			12,109				9,723				39,420				35,222
Share-based compensation expense			756				802				3,210				2,535
Transaction costs(1)			13,985				514				6,419				3,809
Integration and restructuring costs(2)			2,273				2,041				6,608				4,826
Legal contingencies loss(3)			—				7				460				1,877
Management fees(4)			249				256				1,603				1,647
Other(5)			—				21				1,315				1,226
Adjusted EBITDA		$	26,539			$	25,343			$	117,904			$	84,008
Net loss margin			(11.3	)%			(6.6)	%			(3.4)	%			(8.7)	%
Adjusted EBITDA Margin			19.8	%			22.8	%			23.6	%			21.0	%

 

(1)	Includes transaction related costs associated with mergers, acquisitions, and costs related to the IPO.

(2)	Includes acquisition integration and restructuring costs, including plant consolidation and reconfiguration, reductions in force, and executive severance expense.

(3)	Includes losses from legal disputes and settlements from third parties.

 

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(4)	Includes management fees paid to our parent company in accordance with our management services agreement which will terminate upon the closing of the IPO.

(5)	Includes other costs that we believe are not indicative of day-to-day operations of the business.

Unaudited Quarterly Results

The following table sets forth certain financial and operating information for each of our fiscal quarters since the first quarter of 2024. We have prepared the following unaudited quarterly financial information on the same basis as our audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments that in our opinion are necessary to fairly state the financial information set forth in those statements. This information should be read in conjunction with the audited consolidated financial statements and related notes thereto included elsewhere in this prospectus.

 

		For the Three Months Ended
(in thousands, except percentages)		March 31,				December 31,				September 30,				June 30,				March 31,				December 31,				September 30,				June 30,				March 31,
		2026				2025				2025				2025				2025				2024				2024				2024				2024
Revenue		$	134,351			$	151,724			$	122,516			$	113,499			$	111,024			$	97,869			$	103,699			$	105,355			$	92,867
Cost of goods sold			100,772				109,592				88,180				81,472				80,140				75,945				76,739				77,405				71,626
Gross profit			33,579				42,132				34,336				32,027				30,884				21,924				26,960				27,950				21,241
Selling, general, and administrative expenses			28,302				18,382				12,119				11,579				12,367				15,374				7,229				10,130				9,015
Intangible asset amortization expense			8,110				6,449				6,538				6,538				6,538				6,257				5,722				5,739				5,743
Operating (loss) income			(2,833	)			17,301				15,679				13,910				11,979				293				14,009				12,081				6,483
Interest expense, net			17,771				21,856				17,296				16,934				16,720				18,782				15,091				15,248				14,584
Loss before income taxes			(20,604	)			(4,555	)			(1,617	)			(3,024	)			(4,741	)			(18,489	)			(1,082	)			(3,167	)			(8,101	)
Income tax (benefit) expense			(5,472	)			3,221				(4,357	)			1,651				2,572				2,300				46				409				1,172
Net (loss) income		$	(15,132	)		$	(7,776	)		$	2,740			$	(4,675	)		$	(7,313	)		$	(20,789	)		$	(1,128	)		$	(3,576	)		$	(9,273	)

Liquidity and Capital Resources

The following table summarizes our capitalization as of March 31, 2026, and December 31, 2025 and 2024, respectively:

 

		March 31,				December 31,
(in thousands, except ratios)		2026				2025				2024
Cash and cash equivalents		$	15,923			$	15,475			$	27,466
Total term debt (including current portion)			971,676				643,443				569,851
Revolving line of credit			46,100				—				15,000
Shareholder’s equity			233,788				159,464				165,845
Total capitalization (debt plus equity)		$	1,251,564			$	802,907			$	750,696
Total debt to total capitalization			0.81				0.80				0.78

Our principal historical liquidity requirements have been for acquisitions, capital expenditures, servicing indebtedness and working capital needs. Other than as a result of the growth of our business both organically and through acquisitions we may make, we do not expect there to be substantial changes in our future capital requirements. We fund our investing activities primarily from cash provided by our operating and financing activities.

On December 1, 2022, we entered into a credit agreement (the “Credit Agreement”) to obtain a term loan of $130.0 million and a revolving line of credit of $20.0 million. On October 1, 2024, we amended the Credit

 

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