AEVEX Corp.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of AEVEX Corp. contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. 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 proposed acquisition (the “Transaction”) of Maritime Applied Physics Corporation (“BlackSea Technologies”) and its expected closing, integration and financial impact, BlackSea Technologies’ revenue and growth expectations, earnout targets related to the Acquisition, our backlog, our total addressable market opportunity, our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, capital allocation priorities, growth or initiatives or strategies 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 risk that the Transaction may not be completed in a timely manner or at all;

•the diversion of management time and attention from ongoing business operations and opportunities as a result of the Transaction;

•the effect of the Transaction and the public announcement of the Transaction on BlackSea Technologies’ operations and its relationships with its suppliers, business partners, management and employees, including its ability to attract and retain key personnel;

•the Company’s ability to successfully integrate BlackSea Technologies and execute on the continued development of its programs following the closing of the Transaction;

•a failure by BlackSea Technologies to meet its expected financial results;

•the effects of the announcement or pendency of the Transaction on the market price of the Company’s Class A common stock, business relationships, operating results and business generally;

•the risk that the issuance of the Company’s Class A common stock in connection with the Transaction will adversely affect the market price of the Company’s Class A common stock;

•our reliance on a limited number of major customers for a substantial portion of our revenue;

•the potential for reductions, delays, or changes in U.S. and foreign government budgets, spending priorities, procurement processes, or military transformation initiatives;

•our dependence on government contracts;

•increasing competitive pressures in our industry, including the risk that we are not able to expand our customer base, achieve broad market acceptance, or compete effectively against larger or better-resourced competitors;

•the markets into which we sell our products and services decline or do not grow as expected;

•our efforts to expand into new markets or introduce new offerings do not succeed;

•our inability to manage increasing technological complexity, scale manufacturing capacity, achieve cost reductions or realize projected economies of scale;

•claims that our complex products and services may contain unknown defects or errors;

•the scarcity, unavailability, or increased cost of critical components or raw materials;

•violations of export controls, sanctions and other regulations;

•political, economic and regulatory instability in foreign markets;

•our dependence on senior management and key employees;

•challenges in recruiting and retaining highly skilled personnel in a competitive labor market;

•challenges developing, commercializing or achieving market acceptance for new products, services or enhancements, particularly those involving artificial intelligence;

•changes in tax laws, trade policies, tariffs, inflation, recession and other macroeconomic or market conditions;

•difficulties executing, integrating or realizing expected benefits from acquisitions, and exposure to unexpected liabilities from such transactions, including with respect to the Transaction;

•pandemics, public health crises and other events that could disrupt our business, supply chain or customer demand;

•technological failures, cybersecurity breaches or unauthorized access to our, our customers’ or our suppliers’ information and systems;

•failure to protect, defend or enforce our intellectual property and proprietary rights;

•dependence on our facilities;

•the Company’s ability to remediate the material weaknesses with respect to the Company’s internal control over financial reporting and disclosure controls and procedures;

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•the Company’s ability to implement and maintain effective internal control over financial reporting in the future;

•our inability to generate sufficient cash to service all of our indebtedness; and

•other factors set forth under the “Risk Factors” section in our most recent filings with the Securities and Exchange Commission.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. 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 filings with the Securities and Exchange Commission and public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q 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. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form 10-Q 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.

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