AEVEX Corp. (NYSE: AVEX) plans up to $650M BlackSea acquisition with cash and stock
Rhea-AI Filing Summary
AEVEX Corp. entered into an Agreement and Plan of Reorganization to acquire Maritime Applied Physics Corporation / BlackSea Technologies through a two-step merger structure, valuing the target at an enterprise value of $600,000,000, subject to customary net working capital, cash, debt and transaction expense adjustments.
At closing, the seller will receive 12,727,273 AEVEX Class A shares deemed worth $350,000,000 plus cash equal to the adjusted merger consideration minus a $5,000,000 adjustment escrow and the stock value, with total consideration structured so that equity does not exceed 19.99% of AEVEX’s outstanding stock. The seller may earn up to an additional $50,000,000 in contingent stock consideration if AEVEX’s 30‑day volume weighted average price reaches $28.00 per share and specified revenue and gross profit thresholds are met by year‑end 2027 under defined U.S. government contracts. AEVEX plans to fund the cash portion with cash on hand and existing credit facilities, and closing is subject to antitrust clearance, NYSE listing approval, completion of a pre‑closing restructuring and other customary conditions.
Positive
- None.
Negative
- None.
Filing Explained
The proposed private share issuance would dilute existing holders if completed, with transfer restrictions and a 90-day closing termination right.
If completed, the acquisition would issue the seller Class A shares at closing, reducing existing holders’ percentage ownership absent offsetting changes; the shares would be issued privately under a Securities Act exemption.
The shares would be transfer-restricted: no transfers for 180 days after issuance and no more than
No stockholder vote is required, and AEVEX says it intends to fund the cash portion with cash on hand and existing credit facilities; closing is not conditioned on obtaining financing. Either AEVEX or the Seller may terminate if closing has not occurred within 90 calendar days of the agreement date, subject to the agreement’s terms.
8-K Event Classification
Key Figures
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Section 368(a) of the Internal Revenue Code regulatory
volume weighted average price financial
representations and warranties insurance financial
earnout consideration financial
Material Adverse Effect regulatory
FAQ
What acquisition did AEVEX (AVEX) announce on August 12, 2026?
How much is AEVEX (AVEX) paying for BlackSea and in what mix?
What contingent earnout is included in the AEVEX (AVEX)–BlackSea deal?
How will AEVEX (AVEX) finance the BlackSea acquisition?
What closing conditions apply to the AEVEX (AVEX)–BlackSea transaction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 1.01 | Entry into a Material Definitive Agreement. |
On August 12, 2026, AEVEX Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Reorganization (the “Acquisition Agreement”) with High Tide Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), High Tide Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub 2”), Maritime Applied Physics Corporation, a District of Columbia corporation (the “Target”), Black Sea Technologies, LLC, a Delaware limited liability company and the sole owner of the Target’s shares (the “Seller”), and Black Sea Holdco, Inc., a Delaware corporation (“Holdco”), pursuant to which the Company will acquire the Target pursuant to the transactions contemplated by the Acquisition Agreement (the “Transactions”).
Prior to the Closing, Seller, Holdco and the Target will complete certain restructuring transactions (the “Pre-Closing Restructuring Transactions”) as contemplated by the Acquisition Agreement. On the closing date of the Transactions: (1) Merger Sub 1 will merge with and into Holdco (the “First Merger”), with Merger Sub 1 ceasing to exist and Holdco surviving the First Merger as the “Initial Surviving Corporation” and a wholly owned subsidiary of the Company; and (2) immediately following the First Merger, the Initial Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as the “Final Surviving Company” and a wholly owned subsidiary of the Company. The parties intend for the First Merger and Second Merger, taken together, to qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Acquisition Agreement is intended to constitute a “plan of reorganization” within the meaning of the Code and the Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”).
The aggregate merger consideration payable by the Company at the closing of the Transactions (the “Closing”) is based on a total enterprise value of $600,000,000, subject to customary adjustments for estimated net working capital, estimated closing date cash, estimated closing date indebtedness and estimated closing date transaction expenses (the “Closing Merger Consideration”). The Closing Merger Consideration is subject to a post-closing adjustment of up to $5,000,000 based on the actual net working capital, cash, indebtedness and transaction expenses, in each case, as of the applicable measurement time. At the Closing, the Company will deposit $5,000,000 (the “Adjustment Escrow Amount”) with an escrow agent to secure post-closing adjustment obligations.
At the Closing, the Company will pay the Closing Merger Consideration by delivering to the Seller the following consideration: (a) 12,727,273 shares of Class A common stock of the Company, par value $0.0001 per share (the “Company Shares”) that have an agreed value as of the Closing equal to $350,000,000 (the “Deemed Stock Merger Consideration Amount”); and (b) cash in an aggregate amount equal to the Closing Merger Consideration less the Adjustment Escrow Amount less the Deemed Stock Merger Consideration Amount.
However, the number of Company Shares issued to the Seller at Closing is subject to adjustment as follows: (i) if the Closing Merger Consideration is less than $350,000,000, then the number of Company Shares issued (and the Deemed Stock Merger Consideration Amount) will be proportionately reduced based on such lower amount divided by $27.50 per share; and (ii) if the Company Shares issued to the Seller would otherwise represent less than 40% of the aggregate consideration paid to the Seller in the Transactions, the number of Company Shares issued will instead be increased, and the cash consideration correspondingly reduced, to the minimum extent necessary to preserve the Intended Tax Treatment; provided, that in no event will the cumulative number of Company Shares issued in the Transactions exceed 19.99% of the issued and outstanding shares of capital stock of the Company (the “Share Cap”).
The Acquisition Agreement also provides the Seller with an opportunity to earn contingent consideration of $50,000,000 (the “Contingent Consideration”) payable to 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 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; however, the Company will not be required to issue any Company Shares in excess of the Share Cap (on a cumulative basis, taking into account Company Shares issued at Closing.
The Company intends to finance the cash portion of the Closing Merger Consideration with cash on hand and borrowings available under its existing credit facilities, and the Closing is not conditioned upon the Company’s ability to obtain financing.
The issuance of the Company Shares to the Seller at the Closing will be made in reliance on an exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Section 4(a)(2) or Regulation D thereof, relating to sales by an issuer not involving a public offering. The Company Shares will bear a restrictive legend and will be subject to transfer restrictions, pursuant to which the Seller may not transfer any Company Shares for 180 days following their issuance and, during the period following such 180th day until the date that is 365 days following issuance, may not transfer, on a cumulative basis, more than 70% of the Company Shares, in each case, subject to certain customary exceptions. The restrictive legend on the Company Shares will be removed (i) after six months following issuance, in connection with a transfer made pursuant to Rule 144 under the Securities Act, an effective registration statement or another exemption from registration and (ii) in any event, after 365 days following issuance. The same transfer restrictions will apply to permitted transferees of Company Shares. No vote of the Company’s stockholders is required to consummate the Transactions. At the Closing, Seller will execute a joinder to the Company’s existing Registration Rights Agreement, dated April 20, 2026, entitling Seller, as an “Other Investor” thereunder, to piggyback registration rights with respect to the Company Shares it receives.
Notwithstanding anything to the contrary, the Company will not be required to issue any Company Shares that, together with other issuances in the Transactions, would require stockholder approval under the rules of the New York Stock Exchange.
The Closing is subject to the satisfaction or waiver of customary conditions, including, among other things: (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other required antitrust clearances; (ii) approval by the New York Stock Exchange of the listing of the Company Shares to be issued at the Closing; (iii) completion of the Pre-Closing Restructuring Transactions; (iv) the accuracy of the parties’ representations and warranties and performance of their respective covenants, in each case, subject to certain materiality thresholds; (v) the absence of any Material Adverse Effect (as defined in the Acquisition Agreement), any injunction or restraint prohibiting the Transactions, or any pending governmental litigation challenging the Transactions; and (vi) other customary conditions, including delivery of closing certificates and execution of an escrow agreement. Subject to certain limitations, each of the Company, the Seller and the Target has agreed to use reasonable best efforts to obtain all required regulatory approvals and clearances.
The Company, Seller and the Target have each made customary representations and warranties and covenants in the Acquisition Agreement, including customary interim operating covenants requiring the Target to conduct its business in the ordinary course of business, subject to certain exceptions, during the period between the date of the Acquisition Agreement and the Closing Date. Among other things, from the date of the Acquisition Agreement until the earlier of the Closing Date or termination of the Acquisition Agreement, the Seller and the Target have also agreed not to consummate, solicit, initiate or encourage or facilitate any inquiries or proposals relating to alternate transactions involving the Target or to engage in or continue any discussions or negotiations with respect to alternate transactions involving the Target.
The Company has conditionally bound a representations and warranties insurance policy covering breaches of representations and warranties made by the Seller and the Target in the Acquisition Agreement and certain ancillary agreements and pre-closing taxes of the Target and its subsidiaries.
The Acquisition Agreement contains customary termination rights for the Company and the Seller, including: (i) by mutual written consent; (ii) by either the Company or Seller if the Closing has not occurred within 90 calendar days
from the date of the Acquisition Agreement; (iii) by either party if a court of competent jurisdiction has issued a final, non-appealable order permanently restraining the Transactions; and (iv) by either party for the other party’s uncured breach (subject to a 30-day cure period) that would cause a closing condition to fail.
The foregoing description of the Acquisition Agreement is only a summary, 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 this Current Report on Form 8-K and is incorporated herein by reference. The Acquisition Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Acquisition Agreement. They are not intended to provide any other factual information about the Company or the Target. The representations, warranties and covenants contained in the Acquisition Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Acquisition Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them. Investors should be aware that the representations, warranties and covenants or any description thereof may not reflect the actual state of facts or condition of the Company, the Seller or the Target. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Acquisition Agreement. Further, investors should read the Acquisition Agreement not in isolation, but only in conjunction with the other information that the Company includes in reports, statements and other filings it makes with the U.S. Securities and Exchange Commission (the “SEC”).
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 above is hereby incorporated into this Item 3.02 by reference. The Company Shares issuable pursuant to the Acquisition Agreement will be issued in reliance on an exemption from registration under the Securities Act, including the exemption set forth in Section 4(a)(2) or Regulation D thereof, relating to sales by an issuer not involving a public offering.
Item 7.01 Regulation FD Disclosure.
On August 12, 2026, the Company issued a press release announcing the execution of the Acquisition Agreement. 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 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. | |
| 99.1 | Press release, dated August 12, 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.
Safe Harbor Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, which include all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, including strategies or plans as they relate to the proposed Transactions. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.
These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) uncertainties as to the timing of the Transactions; (ii) the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s securities; (iii) the failure to satisfy any of the conditions to the consummation of the Transactions, including the receipt of required regulatory approvals; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Acquisition Agreement; (v) the effect of the announcement or pendency of the Transactions on the Company’s stock price, business relationships, operating results and business generally; (vi) risks that the proposed Transactions may disrupt the Company’s current business plans and operations; (vii) the ability to retain key employees; (viii) the risk that the issuance of Company Shares in connection with the Transactions may dilute the ownership interests of the Company’s existing stockholders and adversely affect the market price of the Company’s Class A common stock; and (ix) other factors set forth under “Risk Factors” in our prospectus filed with the SEC under Rule 424(b) on June 5, 2026 and any subsequent Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q.
All such factors are difficult to predict and are beyond the Company’s control. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
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: August 12, 2026 |
By: |
/s/ Roger Wells | ||||
| Name: |
Roger Wells | |||||
| Title: |
Chief Executive Officer | |||||
|
Press Release For Immediate Release Exhibit 99.1 | |
| AEVEX to Acquire BlackSea Technologies, Strengthening Its Multi-Domain Autonomous Systems Capabilities
Acquisition to unite battle-tested air, surface, and subsea autonomous platforms with scaled domestic manufacturing and a mission-focused culture aligned to DoW priorities.
SOLANA BEACH, Calif., August 12, 2026 – AEVEX Corp. (NYSE: AVEX), a leading U.S. defense technology company specializing in autonomous systems, AI-enabled mission software, and advanced ISR and electronic warfare solutions, announced today that it has signed a definitive agreement to acquire BlackSea Technologies (BlackSea), one of the largest providers of unmanned surface and subsea vessels in the U.S. defense market.
Under the terms of the agreement, AEVEX will acquire BlackSea for up to $650 million on a cash-free, debt-free basis, consisting of approximately $250 million in cash and approximately $350 million in shares of Class A common stock of AEVEX priced at $27.50/share (approximately 12.7M shares). The transaction also includes $50 million in performance-based earnout consideration. The acquisition is expected to close in September 2026, subject to the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 and the satisfaction of other customary closing conditions.
Strategic Rationale: Delivering Defense Technology at Scale This acquisition is expected to expand AEVEX’s leadership in multi-domain autonomous systems. | ||
| 440 Stevens Ave. Ste 150 Solana Beach, CA 92075 | aevex.com | |||
| • | Scaled Product and Technology Lineup. AEVEX and BlackSea together will deliver a leading portfolio spanning air, surface, and subsea domains. |
| • | Combat-Proven Autonomy. Both companies’ systems have validated performance in contested, real-world missions spanning ISR, precision strike, and hybrid fleet operations. |
| • | Scalable Manufacturing Advantage. AEVEX’s high volume UxS production capabilities will combine with BlackSea’s state of the art facilities with deepwater access, robotic welding, and capacity for approximately 40 USVs per month. |
| • | Trusted National Security Partner. The companies will strengthen each other’s support of DoW, SOCOM, IC, and allied program needs via existing customer relationships and past performance. |
This transaction is expected to directly advance AEVEX’s strategic priorities by:
| • | Expanding AEVEX’s maritime autonomy footprint. |
| • | Integrating complementary technology and capability across air, surface, and subsea platforms. |
| • | Broadening customer access across the Navy, SOCOM, IC, and international partners. |
| • | Diversifying revenue streams and program exposure with multi-year visibility. |
| • | Strengthening relevance to DoW priorities and potential future procurement pathways. |
Transaction Highlights
Creates One of the Largest Multi-Domain Autonomous Systems Providers
AEVEX and BlackSea together will form one of the industry’s most comprehensive autonomous systems portfolio, spanning Groups I-V UAS, USVs, UUVs, contested logistics vessels, long-range ISR platforms, mission autonomy software, and deployable additive manufacturing.
Adds Market-Leading Maritime Scale in Unmanned Surface and Subsea Vessels
BlackSea’s Navy customer base opens a major portion of the U.S. maritime autonomy market to which AEVEX previously did not have access, expanding the company’s addressable market across the USV and UAS categories.
Leverages AEVEX’s Integrated Autonomy Stack
AEVEX intends to integrate the CompassX autonomy ecosystem with certain BlackSea maritime platforms, enabling multi-domain coordination, assured navigation in GPS-denied environments, and rapid payload integration across air and maritime systems.
Expands and Diversifies Domestic Production Capacity
AEVEX’s U.S. manufacturing scale will combine with BlackSea’s 57,000-sq-ft Baltimore production facility featuring deepwater access and advanced robotics. This combined manufacturing depth is expected to enable rapid delivery at an operationally relevant tempo for the DoW and allied customers.
Enhances Revenue Visibility and Growth Profile
BlackSea is expected to generate $150 million in FY 2026 revenue, with margins in line with AEVEX’s. In addition, BlackSea is expected to bring multi-year contract visibility, supporting an expectation of above-market growth in FY 2027 and beyond.
Strengthens Customer and Program Exposure
| 440 Stevens Ave. Ste 150 Solana Beach, CA 92075 | aevex.com |
The AEVEX and BlackSea combination will unite complementary customer sets, accelerating BlackSea’s growth through AEVEX’s established access while diversifying AEVEX’s multi-domain program mix.
Mission continuity to remain uninterrupted for customers, vendors, and contracted programs throughout integration.
Leadership Commentary
“BlackSea brings exceptional and strategically aligned maritime capability, but just as importantly, it brings a culture of mission focus and ingenuity that reflect the very roots of AEVEX,” said Brian Raduenz, Founder and Executive Chairman of AEVEX. “Collectively, we are defined by our people, our values, and our impact on national security. Welcoming BlackSea will be a natural fit, and I am proud of what our teams have built together to make it possible.”
“This is exactly the kind of acquisition that aligns with our strategic priorities,” said Roger Wells, Chief Executive Officer of AEVEX. “BlackSea adds meaningful maritime scale to our mission with operationally proven platforms, deep customer relationships, and real production capacity that matches customer requirements. Together, we intend to create one of the largest pure-play multi-domain autonomous systems providers, delivering effects to the battlefield across air, surface, and subsea domains.”
“Joining AEVEX is a natural next step for BlackSea,” said Bob Pudney, Chief Executive Officer of BlackSea. “We’ve spent years building and deploying autonomous maritime systems in real-world environments, from hybrid fleet operations to contested logistics, and AEVEX brings the scale, manufacturing depth, and autonomy ecosystem needed to accelerate everything we’ve built. Our mission stays the same; our ability to deliver it grows.”
Advisors
Jefferies LLC is serving as financial advisor to AEVEX and Raymond James is serving as exclusive financial advisor to Black Sea Technologies. Kirkland & Ellis LLP and Crowell & Moring LLP are serving as legal advisors to AEVEX and Cooley LLP is serving as legal advisor to Black Sea Technologies.
Investor Conference Call
AEVEX will host an investor call on Wednesday, August 12 at 5:00 PM EDT to discuss the acquisition, second quarter 2026 results, and full-year guidance. Investors may listen to the live audio webcast directly by clicking here or via the “Investor Relations” section of the AEVEX website, https://aevex.com, under “Events & Presentations.”
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.
About BlackSea Technologies
| 440 Stevens Ave. Ste 150 Solana Beach, CA 92075 | aevex.com |
BlackSea Technologies is a premier naval technology firm enabling new asymmetric strategies so U.S. naval and military forces can prevail over the next several decades in multidimensional conflicts. The company delivers innovative maritime systems and mission solutions to the nation’s warfighters from the ocean surface to the seabed.
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 proposed acquisition of BlackSea (the “Transaction”); the prospective benefits of the Transaction; potential contingent consideration amounts and terms; the parties’ ability to satisfy any of the conditions to the consummation of the Transaction; the anticipated occurrence, manner and timing of the closing of the Transaction; the expected financial performance of BlackSea; and the accounting treatment of the potential acquisition under GAAP and its potential impact on AEVEX’s financial results and financial guidance. 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 our growing demand for autonomous systems in modern defense, our execution and long-term value creation for shareholders, and the anticipated completion, timing and 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: a failure to (or delay in) receiving the required regulatory clearances for the Transaction; a condition to closing of the Transaction may not be satisfied (or waived); the ability of each party to consummate the Transaction; the uncertainties as to the timing of the Transaction; the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect AEVEX’s business and the price of AEVEX’s securities; the diversion of management time and attention from ongoing business operations and opportunities; the response of competitors to the Transaction; the effect of the Transaction and the public announcement 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; changes in BlackSea’s business during the period between announcement and closing of 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 announcement or pendency 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
| 440 Stevens Ave. Ste 150 Solana Beach, CA 92075 | aevex.com |
stock in connection with the Transaction may dilute the ownership interests of AEVEX’s existing stockholders and 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 the Transaction will be consummated in the anticipated timeframe or at all, that any event, change or other circumstance or condition that could give rise to the termination of the definitive agreement for the Transaction will not occur or 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.
No Offer or Solicitation
This press release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Media Contact
Brian Manning
AEVEX
bmanning@aevex.com
Investor Relations Contact
Jason Gursky
AEVEX
ir@aevex.com
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