AVEX 8-K
AEVEX Corp. (AVEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On September 8, 2026, AEVEX Corp., a Delaware corporation (the “Company”), completed the previously disclosed acquisition of Maritime Applied Physics, LLC, a District of Columbia limited liability company f/k/a Maritime Applied Physics Corporation, a District of Columbia corporation (the “Target”), pursuant to the Agreement and Plan of Reorganization, dated as of August 12, 2026 (the “Acquisition Agreement”), by and among the Company, High Tide Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, High Tide Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, the Target, Black Sea Technologies, LLC, a Delaware limited liability company and the former sole owner of the Target’s equity interests (the “Seller”), and Black Sea Holdco, Inc., a Delaware corporation (the transactions contemplated by the Acquisition Agreement, the “Transactions”).
The aggregate merger consideration paid by the Company at the closing of the Transactions was based on a total enterprise value of $600,000,000, subject to customary adjustments (the “Closing Merger Consideration”), and was paid to the Seller in the form of (a) 12,727,273 shares of Class A common stock of the Company, par value $0.0001 per share (the “Company Shares”), with an agreed value as of the closing equal to $350,000,000 (the “Deemed Stock Merger Consideration Amount”) and (b) an amount in cash equal to the Closing Merger Consideration less the Adjustment Escrow Amount (as defined below) less the Deemed Stock Merger Consideration Amount.
The Closing Merger Consideration is subject to a post-closing adjustment of up to $5,000,000 (the “Adjustment Escrow Amount”) based on net working capital, cash, indebtedness and transaction expenses, in each case, as of the applicable measurement time. The Adjustment Escrow Amount was deposited at closing with an escrow agent.
As previously disclosed, the Acquisition Agreement also provides the Seller with an opportunity to earn contingent consideration of $50,000,000 (the “Contingent Consideration”) payable to the Seller if, during the period commencing on the closing date and ending on December 31, 2027 (the “Contingent Consideration Period”), (i) the 30-trading-day volume weighted average price of the Company Shares equals or exceeds $28.00 per share during any 30 consecutive trading-day period occurring during the Contingent Consideration Period and (ii) the Target generates either (A) at least $24,750,000 in revenue and $8,910,000 in gross profit, in each case, from the production, sale and delivery of certain autonomous vessels known as “GARC” or “CHASER” under specified U.S. government contracts during the Contingent Consideration Period or (B) at least $26,630,000 in revenue and $9,570,000 in gross profit, in each case, from the production, sale and delivery of certain autonomous vessels known as “GARC”, “CHASER” or “COMET” under specified U.S. government contracts during the Contingent Consideration Period. If earned, the Contingent Consideration will be payable to the Seller in additional Company Shares based on a price per share equal to the 30-trading-day volume weighted average price of the Company Shares as of December 31, 2027, subject to the limitation that the cumulative number of Company Shares issued in the Transactions may not exceed 19.99% of the issued and outstanding shares of capital stock of the Company.
The foregoing description of the Acquisition Agreement and the Transactions is only a summary and does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Acquisition Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2026 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 8, 2026, the Company issued a press release announcing the closing of the Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended , or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of businesses or funds acquired.
The financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit No. |
Description | |
| 2.1* | Agreement and Plan of Reorganization, dated as of August 12, 2026, by and among AEVEX Corp., High Tide Merger Sub 1, Inc., High Tide Merger Sub 2, LLC, Maritime Applied Physics Corporation, Black Sea Technologies, LLC and Black Sea Holdco, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2026) | |
| 99.1 | Press release, dated September 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Exhibits and schedules to the Acquisition Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits or schedules to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AEVEX Corp. | ||||||
| Date: September 8, 2026 | By: | /s/ Roger Wells | ||||
| Name: | Roger Wells | |||||
| Title: | Chief Executive Officer | |||||
Press Release
For Immediate Release
Exhibit 99.1
AEVEX Completes Acquisition of BlackSea Technologies, Creating One of the
Defense Industry’s Most Capable Multi-Domain Autonomous Systems Providers
Closing advances AEVEX’s strategy by combining battle-proven air, surface, and subsea unmanned systems
with scaled U.S. manufacturing, deep customer reach, and CompassX-enabled autonomy.
|
|
SOLANA BEACH, Calif. – AEVEX Corp. (NYSE: AVEX), a leading U.S. defense technology company delivering autonomous unmanned systems, AI-enabled mission software, and advanced ISR and electronic warfare solutions, today announced the closing of its acquisition of BlackSea Technologies (“BlackSea”), one of the largest providers of unmanned surface and subsea vessels in the U.S. defense market.
Following the closing, BlackSea becomes AEVEX’s Maritime Systems division, led by former BlackSea CEO, Bob Pudney, to preserve its mission-focused culture, deep customer relationships, and at-scale maritime manufacturing. The combination positions AEVEX as one of the defense industry’s most comprehensive multi-domain autonomous systems companies, capable of delivering effects across air, surface, and subsea domains, with combat-proven platforms that are deployed in theater today.
Uniting two battle-proven, scaled providers at a critical moment
BlackSea has delivered 350+ unmanned surface vessels, more than any other U.S. USV provider, and has 25,000+ operational hours, including providing significant support to U.S. Navy 5th Fleet operations and missions such as Operation Epic Fury.
BlackSea’s Baltimore manufacturing complex — featuring deepwater access, two 30-ton bridge cranes, advanced robotic welding, and ~40 USVs/month production capacity — joins AEVEX’s existing scaled domestic production network.
BlackSea’s capabilities will be combined with AEVEX’s substantial portfolio of mission-proven Group I-V UAS, long-range precision strike systems, contested logistics capabilities, and ISR platforms, with more than 10,000 systems delivered and committed through 2026, supported by 114% year-over-year production volume growth in Q2 and strong supply-chain throughput improvements.
Together, the combined company offers:
| • | Battle-tested UAS, USVs, and UUVs |
| • | Large-scale manufacturing in both air and maritime domains |
| • | Mission autonomy software (CompassX) |
| • | Multi-domain payload integration |
| 440 Stevens Ave. Ste 150 Solana Beach, CA 92075 | aevex.com |
| • | End-to-end operational support in contested environments |
This combination is expected to enable integrated air-surface-subsea missions, rapid capability deployment, and attritable autonomy at scale — directly aligned with DoW priorities.
Mission continuity for customers and partners
BlackSea continues operating under its current structure and operating rhythm, to maintain uninterrupted support to Navy, SOCOM, IC, and allied programs while preparing carefully sequenced integration pathways that enhance cross-domain capability.
Leadership commentary
“Closing this acquisition marks an important milestone in AEVEX’s strategy,” said Brian Raduenz, Founder and Executive Chairman of AEVEX. “BlackSea’s maritime platforms, engineering talent, and mission-focused culture align directly with our own. Together, our teams represent one of the most capable and operationally relevant multi-domain autonomous systems providers in the defense sector.”
“With demand for autonomous systems accelerating globally, customers are prioritizing providers who can deliver field-proven capability at scale,” said Roger Wells, Chief Executive Officer of AEVEX. “BlackSea brings one of the Navy’s most operationally deployed unmanned surface systems, significant production capacity, and trusted customer relationships. Combined with AEVEX’s air-domain capability and CompassX autonomy ecosystem, we are strongly positioned to deliver affordable, multi-domain effects wherever the mission requires.”
“Becoming part of AEVEX allows BlackSea to scale our impact across maritime missions while preserving the engineering depth, operational rigor, and customer intimacy that define our culture,” said Pudney. “Our teams are energized to begin the next chapter together, one that strengthens our support for warfighters and brings even greater capability to our customers.”
For more information, visit www.aevex.com.
About AEVEX
AEVEX Corp. (NYSE: AVEX) is a leading U.S. defense technology company delivering autonomous unmanned systems, AI-enabled mission software, and advanced ISR and electronic warfare solutions for national security customers. With vertically integrated engineering, rapid prototyping, and high-volume manufacturing across multiple U.S. locations, AEVEX provides affordable, front-line-ready capabilities designed for contested and GPS-denied environments. AEVEX’s mission is to strengthen deterrence, enhance warfighter effectiveness, and help ensure the United States maintains technological and industrial advantage in the era of autonomy.
| 440 Stevens Ave. Ste 150 Solana Beach, CA 92075 | aevex.com |
Forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to risks and uncertainties. Such forward-looking statements include, but are not limited to, statements regarding: the expected benefits of the acquisition of BlackSea (the “Transaction”) and the expected financial and operational performance of BlackSea following the closing of the Transaction. All statements other than statements of historical fact included in this press release are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to the capabilities and positioning of the combined company, continued financial and operational performance of BlackSea, growing demand for autonomous systems in modern defense, our execution and long-term value creation for shareholders, and the anticipated effects of the Transaction are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements.
These risks and uncertainties include, but are not limited to: the response of competitors to the Transaction; the effect of the Transaction and the public announcement of the closing of the Transaction on BlackSea’s operations and its relationships with its suppliers, business partners, management and employees, including its ability to attract and retain key personnel; AEVEX’s ability to successfully integrate BlackSea and execute on the continued development of BlackSea’s programs following the closing of the Transaction; the outcome of any legal proceedings that could be instituted against the parties to the Transaction; disruption in BlackSea’s plans and operations attributable to the Transaction; a failure by BlackSea to meet its expected financial results; AEVEX’s evaluation of the accounting treatment of the Transaction and its potential impact on its financial results and financial guidance; the effects of the closing of the Transaction on AEVEX’s stock price, business relationships, operating results and business generally; risks that the Transaction may disrupt AEVEX’s current business plans and operations; the risk that the issuance of AEVEX Class A common stock in connection with the Transaction will dilute the ownership interests of AEVEX’s existing stockholders and may adversely affect the market price of AEVEX’s Class A common stock; relationships with key third parties or governmental entities; regulatory changes and developments; the impact of global macroeconomic conditions, including trade and other global disputes and interruptions, including related to tariffs, trade protection measures and similar restrictions; and the other factors set forth under “Risk Factors” in our prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) under Rule 424(b) on June 5, 2026 and any subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. There can be no assurance that AEVEX will realize the expected benefits of the Transaction.
All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this press release in the context of these risks and uncertainties.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
| 440 Stevens Ave. Ste 150 Solana Beach, CA 92075 | aevex.com |
| Media Contact | Investor Relations Contact | |
| Brian Manning | Jason Gursky | |
| AEVEX | AEVEX | |
| [email protected] | [email protected] |
| 440 Stevens Ave. Ste 150 Solana Beach, CA 92075 | aevex.com |