AEVEX Corp.

On September 8, 2026, AEVEX Corp., a Delaware corporation (the “Company”), completed the previously disclosed acquisition of Maritime Applied Physics, LLC, a District of Columbia limited liability company f/k/a Maritime Applied Physics Corporation, a District of Columbia corporation (the “Target”), pursuant to the Agreement and Plan of Reorganization, dated as of August 12, 2026 (the “Acquisition Agreement”), by and among the Company, High Tide Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, High Tide Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, the Target, Black Sea Technologies, LLC, a Delaware limited liability company and the former sole owner of the Target’s equity interests (the “Seller”), and Black Sea Holdco, Inc., a Delaware corporation (the transactions contemplated by the Acquisition Agreement, the “Transactions”).

The aggregate merger consideration paid by the Company at the closing of the Transactions was based on a total enterprise value of $600,000,000, subject to customary adjustments (the “Closing Merger Consideration”), and was paid to the Seller in the form of (a) 12,727,273 shares of Class A common stock of the Company, par value $0.0001 per share (the “Company Shares”), with an agreed value as of the closing equal to $350,000,000 (the “Deemed Stock Merger Consideration Amount”) and (b) an amount in cash equal to the Closing Merger Consideration less the Adjustment Escrow Amount (as defined below) less the Deemed Stock Merger Consideration Amount.

The Closing Merger Consideration is subject to a post-closing adjustment of up to $5,000,000 (the “Adjustment Escrow Amount”) based on net working capital, cash, indebtedness and transaction expenses, in each case, as of the applicable measurement time. The Adjustment Escrow Amount was deposited at closing with an escrow agent.

As previously disclosed, the Acquisition Agreement also provides the Seller with an opportunity to earn contingent consideration of $50,000,000 (the “Contingent Consideration”) payable to the Seller if, during the period commencing on the closing date and ending on December 31, 2027 (the “Contingent Consideration Period”), (i) the 30-trading-day volume weighted average price of the Company Shares equals or exceeds $28.00 per share during any 30 consecutive trading-day period occurring during the Contingent Consideration Period and (ii) the Target generates either (A) at least $24,750,000 in revenue and $8,910,000 in gross profit, in each case, from the production, sale and delivery of certain autonomous vessels known as “GARC” or “CHASER” under specified U.S. government contracts during the Contingent Consideration Period or (B) at least $26,630,000 in revenue and $9,570,000 in gross profit, in each case, from the production, sale and delivery of certain autonomous vessels known as “GARC”, “CHASER” or “COMET” under specified U.S. government contracts during the Contingent Consideration Period. If earned, the Contingent Consideration will be payable to the Seller in additional Company Shares based on a price per share equal to the 30-trading-day volume weighted average price of the Company Shares as of December 31, 2027, subject to the limitation that the cumulative number of Company Shares issued in the Transactions may not exceed 19.99% of the issued and outstanding shares of capital stock of the Company.