AEVEX Corp-A美股招股说明书(2026-04-20版)

This is the initial public offering of shares of ClassA common stock of AEVEX Corp., par value $0.0001 per share. AEVEX Corp. is offering 16,000,000 shares of its ClassA common stockin the offering. Prior to this offering, there has been no public market for the ClassA common stock of AEVEX Corp. The initial public offering price per share of the Class A common stockis $20.00. We have been approved to list our ClassA common stock on The New York Stock Exchange, or NYSE, under the symbol “AVEX.” 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 initialpublic 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 structureand 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 taxbasis 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 definedherein), 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 entitledand 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 besubstantial and could materially affect our liquidity. See “Organizational Structure,” “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and RelatedParty Transactions—Tax Receivable Agreement.” Following the completion of this offering, AEVEX Corp. will have two authorized classes of common stock: ClassA and ClassB (together, the “common stock”). Holders of the ClassAcommon stock and ClassB common stock will be entitled to one vote per share. All holders of ClassA common stock and ClassB common stock will vote together as a single class except asotherwise required by applicable law. Holders of ClassB 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, if the underwriters’ option to purchase additional shares isexercised, to purchase LLC Units and ClassB 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 ClassA common stock less the underwriting discounts and commissions referred to below. Holdings LLC will use the netproceeds 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 48,344,176 LLCUnits representing a 43.3% economic interest in Holdings LLC and, although AEVEX Corp. will initially have a minority economic interest in Holdings LLC, it will be the sole managingmember of Holdings LLC and will operate and control its business. The LLC Unitholders will hold the remaining 63,297,524 LLC Units representing a 56.7% economic interest in HoldingsLLC. Each LLC Unit, together with one share of our ClassB common stock, is, from time to time, exchangeable for one share of ClassA common stock or, at our election, for cash from asubstantially concurrent public offering or private sale (based on the price of our ClassA common stock in such public offering or private sale). AEVEX Corp. will be a holding company, andupon 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 ofClassA common stock will collectively own 100% of the economic interests in AEVEX Corp. and have 43.3% of the voting power of AEVEX Corp. The LLC Unitholders, throughownership of our ClassB common stock, will have the remaining 56.7% 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 thisprospectus 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”), willcontrol approximately 79.2% of the combined voting power of our outstanding shares of ClassA common stock and ClassB common stock (or 77.5% if the underwriters’ option to purchaseadditional shares is exercised in full).