VVX Schedule 13D/A: 2,000,000-Share Secondary Offering Triggers Board Changes

Rhea-AI Filing Summary

Amendment No. 6 updates the Schedule 13D for V2X, Inc. to reflect a registered secondary offering in which Vertex Aerospace Holdco LLC sold 2,000,000 shares of common stock to RBC Capital Markets at $50.00 per share, closing on August 11, 2025. The filing reports aggregate beneficial ownership of 10,167,286 shares composed of 9,700,001 shares held by Vertex Holdco, 375,420 shares held by Lightship Capital LLC and 91,865 shares subject to an irrevocable proxy. The percentage ownership figures are calculated using 31,509,821 shares outstanding after a disclosed repurchase of 200,000 shares on August 11, 2025.

The secondary sale reduced Vertex Holdco’s stake, which under the parties’ shareholders agreement triggers governance changes: two directors designated by Vertex Holdco are expected to resign effective August 14, 2025; Vertex Holdco will be limited to designating one director per board committee and will lose certain consent rights over material corporate actions. The amendment also incorporates by reference the Underwriting Agreement (filed as Exhibit 99.10) and notes a 45-day lock-up by Vertex Holdco from August 8, 2025.

Positive

• Transaction completed: Vertex Holdco successfully sold 2,000,000 shares at $50.00 per share pursuant to an underwriting agreement with RBC Capital Markets.
• Disclosure clarity: Amendment No. 6 updates beneficial ownership figures to reflect the secondary offering and a company repurchase, improving transparency.
• Exhibit filed: The Underwriting Agreement (Exhibit 99.10) is incorporated by reference, making material transaction terms available to investors.

Negative

• Reduced ownership and control: The secondary sale lowered Vertex Holdco’s percentage ownership, triggering governance changes and diminished influence.
• Director resignations: Two directors designated by Vertex Holdco are expected to resign effective August 14, 2025.
• Loss of consent rights: Vertex Holdco no longer retains consent rights over certain material corporate actions and may only designate one director per board committee.
• Temporary lock-up: Vertex Holdco agreed not to sell or dispose of shares for 45 days after August 8, 2025, subject to exceptions.

Insights

Financial Analyst

TL;DR: A major shareholder sold 2M shares at $50, trimming its stake and altering board influence; ownership now disclosed at 10.17M shares.

The filing provides clear, material updates to ownership and governance. The sale of 2,000,000 shares at $50 per share reduced Vertex Holdco’s percentage stake and is quantified against an updated outstanding share count of 31,509,821 after a 200,000 share repurchase. The filing clarifies beneficial ownership breakdowns across reporting entities and confirms no other transactions in the prior 60 days. For investors this amendment improves transparency about share distribution and immediate governance impacts resulting from the reduced holding.

Corporate Governance Expert

TL;DR: Reduced ownership materially changes board composition and consent rights; two designated directors will resign and committee-designation and consent rights are curtailed.

The amendment documents governance consequences tied to the shareholders agreement: two Vertex-designated directors are expected to tender resignations effective August 14, 2025, Vertex Holdco will be limited to one designee per committee, and it loses consent rights over key corporate actions including stock issuances, repurchases, asset acquisitions/dispositions and charter amendments. These are meaningful reductions in influence that directly affect the reporting persons’ ability to block or steer certain strategic decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

V2X, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92242T101

(CUSIP Number)

Joel M. Rotroff
450 Lexington Avenue, 40th Floor,
New York, NY, 10017
(212) 627-2360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92242T101

1

Name of reporting person

American Industrial Partners Capital Fund VI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,791,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,700,001.00

11

Aggregate amount beneficially owned by each reporting person

9,791,866.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes 9,700,001 shares owned directly by Vertex Aerospace Holdco LLC ("Vertex Holdco") and indirectly by American Industrial Partners Capital Fund VI, L.P. ("AIP Fund VI") and AIPCF VI Vertex Aerospace Funding LP ("Vertex Funding"). Row 8 and 11. Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D. Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

CUSIP No. 92242T101

1

Name of reporting person

AIPCF VI Vertex Aerospace Funding LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,791,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,700,001.00

11

Aggregate amount beneficially owned by each reporting person

9,791,866.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes 9,700,001 shares owned directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding. Row 8 and 11. Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D. Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

CUSIP No. 92242T101

1

Name of reporting person

Vertex Aerospace Holdco LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,791,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,700,001.00

11

Aggregate amount beneficially owned by each reporting person

9,791,866.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8 and 11. Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D. Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

CUSIP No. 92242T101

1

Name of reporting person

AIPCF VI, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,167,286.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,075,421.00

11

Aggregate amount beneficially owned by each reporting person

10,167,286.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

32.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes (i) 9,700,001 shares owned directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding, and (ii) 375,420 shares owned directly by Lightship Capital LLC ("Lightship"). As described in Item 2 herein, each of AIP Fund VI, Vertex Funding, Vertex Holdco and Lightship are under common control of AIPCF VI, LLC ("AIP GP" and, together with AIP Fund VI, Vertex Funding, Vertex Holdco and Lightship, the "Reporting Persons"). Row 8 and 11. Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D. Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

CUSIP No. 92242T101

1

Name of reporting person

Lightship Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 375,420.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 375,420.00

11

Aggregate amount beneficially owned by each reporting person

375,420.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: V2X, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1875 Campus Commons Drive, Suite 305, Reston, VIRGINIA , 20191.
Item 1 Comment: Explanatory Note This Amendment No. 6 to the statement on beneficial ownership on Schedule 13D (this "Amendment No. 6") amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Persons with the SEC on July 15, 2022, as amended by Amendment No. 1 thereto filed by the Reporting Person with the SEC on September 15, 2022, Amendment No. 2 thereto filed by the Reporting Person with the SEC on September 10, 2024, Amendment No. 3 thereto filed by the Reporting Person with the SEC on September 16, 2024, Amendment No. 4 thereto filed by the Reporting Person with the SEC on November 18, 2024 and Amendment No. 5 thereto filed by the Reporting Person with the SEC on May 21, 2025 (collectively, the "Original Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented as by adding the following immediately prior to last paragraph thereof: On August 8, 2025, in connection with a registered secondary public offering (the "August 2025 Secondary Offering") of Common Stock of the Issuer, Vertex Holdco entered into an underwriting agreement (the "August 2025 Underwriting Agreement") with the Issuer, RBC Capital Markets, LLC, ("RBC"). Pursuant to the August 2025 Underwriting Agreement, Vertex Holdco agreed to sell to RBC, and RBC agreed to purchase from Vertex Holdco, subject to and upon the terms and conditions set forth therein, 2,000,000 shares of Common Stock at a price of $50.00 per share. The sale of the 2,000,000 shares in the August 2025 Secondary Offering closed on August 11, 2025. In connection with the August 2025 Secondary Offering, Vertex Holdco entered into a lock-up agreement (the "August 2025 Lock-up Agreement") with RBC. Under the August 2025 Lock-up Agreement, Vertex Holdco agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of any shares of Common Stock for 45 days after August 8, 2025. As a result of the reduced percentage ownership of Vertex Holdco and certain of its affiliates resulting from the August 2025 Secondary Offering and in accordance with the terms of the shareholders agreement among the Issuer, Vertex Holdco and certain affiliates of Vertex Holdco (the "V2X Shareholders Agreement"), two directors designated by Vertex Holdco are obligated to resign from the Board of Directors of the Issuer effective no later than the Issuer's 2026 Annual Meeting of Shareholders. As a result, Vertex Holdco expects to cause two of its designated directors to tender their resignations, effective August 14, 2025. In addition, as a result thereof and pursuant to the terms of the V2X Shareholders Agreement, Vertex Holdco (i) may now only designate one director to serve on each committee of the Board of Directors of the Issuer and (ii) no longer has consent rights over certain material corporate actions of the Issuer, including, among others, issuances of capital stock, repurchases of capital stock, acquisitions by and dispositions of the Issuer's assets and amendments to the organizational documents of the Issuer. The foregoing descriptions of the August 2025 Underwriting Agreement and August 2025 Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the August 2025 Underwriting Agreement, which includes the form of the August 2025 Lock-up Agreement as an exhibit, and which is filed as Exhibit 99.10 hereto.
Item 5.	Interest in Securities of the Issuer
(a)	Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows: The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover pages of this Amendment No. 6 are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own an aggregate of 10,167,286 shares of Common Stock. This amount consists of: (i) 9,700,001 shares of Common Stock held directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding; (ii) 375,420 shares of Common Stock held directly by Lightship; and (iii) 91,865 shares of Common Stock over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters (described further in Item 6 of the Original Schedule 13D, under the header "Shareholders Agreement"). In its capacity as the general partner of each of AIP Fund VI and Credit Opportunity Fund, AIP GP may be deemed to indirectly beneficially own all 10,167,286 shares of Common Stock reported herein. The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons was calculated based on 31,509,821 shares of Common Stock issued and outstanding as of August 11, 2025, after the Company's completion of a repurchase of 200,000 shares of Common Stock on August 11, 2025 as disclosed in the Issuer's preliminary prospectus supplement filed with the SEC on August 11, 2025 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
(b)	See Item 5(a).
(c)	Except for the sale of 2,000,000 shares of Common Stock in the August 2025 Secondary Offering pursuant to the August 2025 Underwriting Agreement, none of the Reporting Persons have effected any transaction in the Common Stock during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented to add the following at the end thereof: The description of the August 2025 Underwriting Agreement included in Item 4 above is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following after Exhibit No. 99.9: 99.10 Underwriting Agreement, dated August 8, 2025, by and among the Issuer, RBC Capital Markets, LLC and Vertex Holdco, as the selling shareholder (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 11, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

American Industrial Partners Capital Fund VI, L.P.

Signature:	By: AIPCF VI, LLC, its general partner By: /s/ Stan Edme
Name/Title:	Stan Edme, Managing Member and VP
Date:	08/13/2025

AIPCF VI Vertex Aerospace Funding LP

Signature:	By: AIP Vertex GP LLC, its general partner By: /s/ Stan Edme
Name/Title:	Stan Edme, Managing Member and VP
Date:	08/13/2025

Vertex Aerospace Holdco LLC

Signature:	/s/ Joel M. Rotroff
Name/Title:	Joel M. Rotroff, President
Date:	08/13/2025

AIPCF VI, LLC

Signature:	/s/ Stan Edme
Name/Title:	Stan Edme, Managing Member and VP
Date:	08/13/2025

Lightship Capital LLC

Signature:	/s/ Stan Edme
Name/Title:	Stan Edme, VP
Date:	08/13/2025

FAQ

What shares were sold in the V2X (VVX) secondary offering?

Vertex Aerospace Holdco LLC sold 2,000,000 shares of V2X common stock to RBC Capital Markets at $50.00 per share, closing on August 11, 2025.

How many V2X shares do the reporting persons beneficially own?

The Reporting Persons report beneficial ownership of 10,167,286 shares, comprising 9,700,001 held by Vertex Holdco, 375,420 held by Lightship, and 91,865 subject to an irrevocable proxy.

What percent of V2X does this ownership represent?

Percentages were calculated based on 31,509,821 shares outstanding as of August 11, 2025; AIPCF VI, LLC reports 32.3% beneficial ownership while certain affiliates report 31.1%.

Will there be changes to the V2X board due to the sale?

Yes. As a result of the reduced ownership, two directors designated by Vertex Holdco are expected to resign, effective no later than the 2026 Annual Meeting and expected to tender resignations effective August 14, 2025.

Does Vertex Holdco retain consent rights after the sale?

No. Pursuant to the shareholders agreement and as disclosed, Vertex Holdco no longer has consent rights over certain material corporate actions and is limited in committee designations.

Has the Underwriting Agreement been filed with the amendment?

Yes. The amendment incorporates by reference the Underwriting Agreement dated August 8, 2025, filed as Exhibit 99.10.

Did the Reporting Persons trade other V2X shares in the last 60 days?

Except for the sale of the 2,000,000 shares in the August 2025 Secondary Offering, the Reporting Persons state they have not effected any transactions in the Common Stock during the past 60 days.