AEVEX Corp.

As filed with the U.S. Securities and Exchange Commission on June 1, 2026.

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AEVEX

C

o

r

p

.

(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 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.

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 these securities, and it is not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 1, 2026

8,000,000 Shares

We are offering 5,726,157 shares of Class A common stock of AEVEX Corp. (“AEVEX”), par value $0.0001 per share, and the selling securityholders named in this prospectus (the “Selling Securityholders”) are offering 2,273,843 shares of Class A common stock. AEVEX will use its net proceeds from this offering to purchase Class B common stock and LLC Units (“LLC Units”) of Athena Technology Solutions Holdings, LLC (“Holdings LLC”) from certain direct and indirect equityholders of Holdings LLC as described under “Use of Proceeds.” The purchase price for the LLC Units will be equal to the public offering price of the shares of Class A common stock less the underwriting discounts and commissions referred to below. We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and certain other expenses incurred by the Selling Securityholders in connection with the registration of the Class A common stock.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Class A common stock is listed on The New York Stock Exchange (“NYSE”), under the symbol “AVEX.” On May 29, 2026, the closing sales price of our Class A common stock as reported on NYSE was $38.47 per share.

We 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 are entitled to one vote per share. All holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required by applicable law. Holders of Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of AEVEX Corp.

As a result of the organizational transactions (the “Organizational Transactions”) completed in connection with our initial public offering (our “IPO”), we are a holding company in an organizational structure commonly referred to as an“Up-C” structure. The Up-C structure allows certain existing owners of 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 our IPO, we entered into the Tax Receivable Agreement (as defined herein), which requires 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 to 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.”

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, funds and investment vehicles managed or controlled by our principal stockholder, Madison Dearborn Partners, LLC (our “Principal Stockholder”), will control approximately 70.0% of the combined voting power of our outstanding shares of Class A common stock and Class B common stock (together, the “common stock”) (or 68.9% if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full). As a result, we are 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 12 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 858,923 shares of Class A common stock from us and 341,077 shares of Class A common stock from the Selling Securityholders at the 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.