avex-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-43238

___________________________________

AEVEX Corp.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware						41-2460652
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

440 Stevens Avenue, Suite 150
Solana Beach, CA						92075
(Address of principal executive offices)						(Zip Code)

(858) 704-4125

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	AVEX	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of May 20, 2026, the registrant had 50,744,176 shares of Class A common stock, $0.0001 par value per share outstanding and 63,297,524 shares of Class B common stock, $0.0001 par value per share outstanding.


		Page
F ORWARD-LOOKING STATEMENTS		i
G LOSSARY		ii
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
AEVEX CORP.
	Balance Sheet (Unaudited)	1
	Notes to Financial Statement (Unaudited)	2
ATHENA TECHNOLOGY SOLUTIONS HOLDINGS, LLC
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Operations (Unaudited)	6
	Condensed Consolidated Statements of Changes in Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	36
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
	Signatures	40


	March 31, 2026		December 31, 2025
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—
Total assets	$	—	$	—

Liabilities and Stockholder's Equity
Total liabilities	$	—	$	—

Stockholder's Equity:
Receivable from Holdings LLC	(10)		(10)
Common stock, $0.01 par value per share, 1,000 shares authorized, issued and outstanding	10		10
Total stockholder's equity	—		—
Total liabilities and stockholder's equity	$	—	$	—


	Three Months Ended March 31,
	2026		2025
Revenue:
Products	$	191,844	$	26,487
Services	24,849		26,771
Total revenue	216,693		53,258
Cost of revenue:
Products	140,158		24,241
Services	20,041		25,955
Total cost of revenue	160,199		50,196
Gross profit	56,494		3,062
Operating expenses:
Selling, general, and administrative	19,412		8,588
Research and development	3,337		9,490
Amortization of intangible assets	4,122		4,080
Change in contingent consideration	—		1,221
Total operating expenses	26,871		23,379
Income (loss) from operations	29,623		(20,317)
Other income (expense), net:
Interest expense	(6,544)		(7,179)
Interest income	106		214
Change in fair value of derivative liability	(2,400)		—
Other income, net	213		—
Total other expense, net	(8,625)		(6,965)
Income (loss) before income taxes	20,998		(27,282)
Provision for income taxes	—		40
Net income (loss)	20,998		(27,322)
Net income attributable to noncontrolling interest	72		7
Net income (loss) attributable to Athena Technology Solutions Holdings, LLC	$	20,926	$	(27,329)

Net income (loss) per Class A unit:
Basic and diluted	$	0.22	$	(0.31)

Weighted average Class A units outstanding:
Basic and diluted	88,478,380		88,532,824


	Class A Units			Noncontrolling Interest		Total Equity
	Units	Amount
Balances at December 31, 2025	88,532,824	$	199,016	$	4,581	$	203,597
Distributions to noncontrolling interest	–	–		(75)		(75)
Accretion of Series A preferred units	–	(1,362)		–		(1,362)
Stock compensation expense	–	39		–		39
Repurchase of Class A units	(100,000)	(1,048)		–		(1,048)
Net income	–	20,926		72		20,998
Balances at March 31, 2026	88,432,824	$	217,571	$	4,578	$	222,149

	Class A Units			Noncontrolling Interest		Total Equity
	Units	Amount
Balances at December 31, 2024	80,745,873	$	159,529	$	4,745	$	164,274
Distributions to noncontrolling interest	–	–		(68)		(68)
Stock compensation expense	–	44		–		44
Net (loss) income	–	(27,329)		7		(27,322)
Balances at March 31, 2025	80,745,873	$	132,244	$	4,684	$	136,928


	Derivative Liability
Balance at December 31, 2025	$	19,999
Issuance of Series A preferred units	3,142
Change in fair value of derivative liability	2,400
Balance at March 31, 2026	$	25,541


	March 31, 2026		December 31, 2025
Billed accounts receivable	$	22,044	$	17,911
Unbilled accounts receivable	63,777		37,304
Less: allowance for credit losses	—		—
Total accounts receivable, net	$	85,821	$	55,215


	March 31, 2026		December 31, 2025
Parts and raw materials	$	2,440	$	2,224
Work in progress	3,661		1,910
Total inventories	$	6,101	$	4,134


	Three Months Ended March 31,
	2026		2025
Operating activities
Net income (loss)	$	20,998	$	(27,322)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	5,309		5,173
Amortization of debt issuance costs	90		301
Stock compensation expense	39		44
Change in contingent consideration	-		1,221
Deferred income taxes	-		33
Noncash operating lease expense	820		781
Provision for inventory obsolescence	67		358
Change in fair value of derivative liability	2,400		-
Gain on sale of equipment	(48)		-
Changes in operating assets and liabilities:
Accounts receivable, net	(30,371)		(19,139)
Contract assets	(41,021)		9,359
Inventories	(2,034)		(1,785)
Prepaid expenses and other current assets	3,518		(1,031)
Other assets	(12)		340
Accounts payable	21,410		5,733
Accrued expenses and other current liabilities	(927)		5,504
Deferred revenue	10,248		1,058
Operating lease liabilities	(837)		(776)
Net cash used in operating activities	(10,351)		(20,148)
Investing activities
Business acquisition, net of cash acquired	(500)		(2,077)
Purchases of property and equipment	(1,250)		(1,643)
Net cash used in investing activities	(1,750)		(3,720)
Financing activities
Proceeds from Series A preferred units, net of issuance costs	15,317		-
Repurchase of Class A units	(1,048)		-
Distributions to noncontrolling interest	(75)		(68)
Repayment of notes payable	(680)		(680)
Payments of deferred offering costs	(1,872)		-
Net cash provided by (used in) financing activities	11,642		(748)
Net decrease in cash and cash equivalents	(459)		(24,616)
Cash and cash equivalents:
Beginning of period	27,908		45,603

SEC Form 10-Q filed by AEVEX Corp.