AEVEX Corp. filed a Form 8-K on August 12, 2026, disclosing that it entered into an Agreement and Plan of Reorganization to acquire Maritime Applied Physics Corporation at a total enterprise value of $600,000,000.

Key Highlights

  • Total enterprise value: The acquisition is based on a total enterprise value of $600,000,000, subject to customary adjustments for net working capital, cash, indebtedness, and transaction expenses.
  • Stock consideration: AEVEX will issue 12,727,273 shares of Class A common stock to the seller at closing, with an agreed value of $350,000,000 at a per-share reference price of $27.50.
  • Share cap: In no event will cumulative Company Shares issued in the transactions exceed 19.99% of the issued and outstanding shares of capital stock of the company.
  • Contingent consideration: The seller may earn up to $50,000,000 in additional Company Shares if specified stock price and revenue/gross profit thresholds are met by December 31, 2027.
  • Adjustment escrow: AEVEX will deposit $5,000,000 with an escrow agent at closing to secure post-closing adjustment obligations, with post-closing adjustments capped at $5,000,000.
  • Transfer restrictions: The seller may not transfer any Company Shares for 180 days following issuance and may not transfer, on a cumulative basis, more than 70% of the shares during the period from day 180 through day 365.
  • No stockholder vote required: According to the filing, no vote of the company's stockholders is required to consummate the transactions.

AEVEX Corp. Merger Structure and Consideration Terms for Maritime Applied Physics Acquisition

According to the filing, AEVEX Corp. (NYSE:AVEX), a Delaware corporation headquartered in Solana Beach, California, entered into the Acquisition Agreement on August 12, 2026 with two merger subsidiaries, the target company Maritime Applied Physics Corporation (a District of Columbia corporation), Black Sea Technologies, LLC as the sole owner of the target's shares, and Black Sea Holdco, Inc. The filing describes a two-step merger structure: first, Merger Sub 1 will merge with and into Holdco, and immediately thereafter the surviving entity will merge with and into Merger Sub 2. The parties intend for the combined mergers to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Acquisition Agreement is intended to constitute a plan of reorganization under the Code.

The company disclosed that the closing merger consideration consists of 12,727,273 Class A common shares valued at $350,000,000 and a cash component equal to the closing merger consideration less the $5,000,000 adjustment escrow and the $350,000,000 deemed stock merger consideration amount. The share count is subject to downward adjustment if the closing merger consideration falls below $350,000,000, and may be increased if the shares would otherwise represent less than 40% of aggregate consideration, to the minimum extent necessary to preserve the intended tax treatment. The filing states that AEVEX intends to finance the cash portion with cash on hand and borrowings under its existing credit facilities, and that the closing is not conditioned upon the company's ability to obtain financing.

The contingent consideration of $50,000,000 is payable in additional Company Shares if, during the period from the closing date through December 31, 2027, the 30-trading-day volume weighted average price of Company Shares equals or exceeds $28.00 per share during any 30 consecutive trading-day period, and the target meets specified revenue and gross profit thresholds from the sale of autonomous vessels identified as "GARC," "CHASER," or "COMET" under specified U.S. government contracts. The share issuance to the seller is made in reliance on an exemption from Securities Act registration under Section 4(a)(2) or Regulation D. Closing remains subject to conditions including expiration or termination of the Hart-Scott-Rodino antitrust waiting period and receipt of other required antitrust clearances.

What Was Disclosed

AEVEX Corp. disclosed on August 12, 2026 that it signed an agreement to acquire Maritime Applied Physics Corporation at a $600,000,000 total enterprise value, with consideration comprising approximately $350,000,000 in stock and a cash balance, plus up to $50,000,000 in contingent consideration tied to price and revenue milestones through December 31, 2027.