8,000,000 Shares

 

Class A Common Stock

 

 

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.