AEVEX Corp.

S-11 d22113ds1.htm S-1

As filed with the Securities and Exchange Commission on March 23, 2026.

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

440 Stevens Ave #150

Solana Beach, California 92075

**Telephone: (858)704-4125 **

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

Roger Wells

Chief Executive Officer

440 Stevens Ave #150

Solana Beach, California 92075

**Telephone: (858)704-4125 **

(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:

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 registered 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, anon-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.

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 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

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, dated , 2026

** Shares**

This is the initial public offering of shares of Class A common stock of AEVEX Corp., par value $0.0001 per share. AEVEX Corp. is offering shares of its Class A common stock and the selling stockholders identified in this prospectus are offering shares of Class A common stock to be sold in the offering. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for the Class A common stock of AEVEX Corp. It is currently estimated that the initial public offering price per share will be between $ and $ . We have applied to list our Class A common stock on The New York Stock Exchange, or NYSE, under the symbol “AVEX.” However, no assurance can be given that our listing application will be approved. If our listing application is not approved by NYSE, we will not be able to consummate this offering.

This offering is being conducted through what is commonly referred to as an“Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows certain existing owners of Athena Technology Solutions Holdings, LLC (“Holdings LLC”) to continue to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the existing owners when they ultimately exchange their pass-through interests, which is expected to result in tax basis adjustments in the assets of Holdings LLC and produce favorable tax attributes for us. In connection with this offering, we will enter into a Tax Receivable Agreement (as defined herein), which will require AEVEX Corp. to make cash payments to the TRA Rights Holders (as defined herein) in respect of certain tax benefits to which AEVEX Corp. may become entitled and confers significant economic benefits the TRA Rights Holders. We expect that the payments AEVEX Corp. will be required to make under the Tax Receivable Agreement will be substantial and could materially affect our liquidity. See “Organizational Structure,” “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Following the completion of this offering, AEVEX Corp. will have two authorized classes of common stock: Class A and Class B (together, the “common stock”). Holders of the Class A common stock and Class B common stock will be entitled to one vote per share. All holders of Class A common stock and Class B common stock will vote together as a single class except as otherwise required by applicable law. Holders of Class B common stock will not have any right to receive dividends or distributions upon the liquidation or winding up of AEVEX Corp.

AEVEX Corp. will use the net proceeds from this offering to purchase newly-issued units (“LLC Units”) in Holdings LLC and to purchase LLC Units and Class A common stock from certain direct and indirect equityholders of Holdings LLC. The purchase price for the LLC Units or shares, as applicable, will be equal to the initial public offering price of the shares of Class A common stock less the underwriting discounts and commissions referred to below. Holdings LLC will use the net proceeds it receives from AEVEX Corp. in connection with this offering as described under “Use of Proceeds.” Upon completion of this offering, AEVEX Corp. will have LLC Units representing a % economic interest in Holdings LLC and, although AEVEX Corp. will initially have a minority economic interest in Holdings LLC, it will be the sole managing member of Holdings LLC and will operate and control its business. The LLC Unitholders will hold the remaining LLC Units representing a % economic interest in Holdings LLC. Each LLC Unit, together with one share of our Class B common stock, is, from time to time, exchangeable for one share of Class A common stock or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). AEVEX Corp. will be a holding company, and upon consummation of this offering and the application of the net proceeds therefrom, its sole asset will be LLC Units of Holdings LLC. Immediately following this offering, the holders of Class A common stock will collectively own % of the economic interests in AEVEX Corp. and have % of the voting power of AEVEX Corp. The LLC Unitholders, through ownership of our Class B common stock, will have the remaining % of the voting power of AEVEX Corp.

AEVEX Corp. is an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Immediately after this offering, assuming an offering size as set forth above, funds and investment vehicles managed or controlled by our principal stockholder, Madison Dearborn Partners, LLC (our “Principal Stockholder”), will control approximately % of the combined voting power of our outstanding shares of Class A common stock and Class B common stock (or % if the underwriters’ option to purchase additional shares is exercised in full). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Corporate Governance—Controlled Company Status.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 38 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters have the option to purchase up to an additional shares of Class A common stock from us at the initial public offering price less the underwriting discounts and commissions for a period of 30 days after the date of this prospectus.

The underwriters expect to deliver shares of Class A common stock against payment in New York, New York on or about , 2026.

Prospectus dated , 2026.