AEVEX Corp. 首季營收飆升至2.167億美元 淨利2,100萬美元 並完成IPO籌資3.459億美元

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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
OR

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
o
Accelerated filer
o

Non-accelerated filer
x
Smaller reporting company
o

Emerging growth company
x

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.

Table of Contents    

TABLE OF CONTENTS

Page
FORWARD-LOOKING STATEMENTS
i

GLOSSARY
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

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of AEVEX Corp. contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•our reliance on a limited number of major customers for a substantial portion of our revenue;
•the potential for reductions, delays, or changes in U.S. and foreign government budgets, spending priorities, procurement processes, or military transformation initiatives; 
•our dependence on government contracts; 
•increasing competitive pressures in our industry, including the risk that we are not able to expand our customer base, achieve broad market acceptance, or compete effectively against larger or better-resourced competitors;
•the markets into which we sell our products and services decline or do not grow as expected;
•our efforts to expand into new markets or introduce new offerings do not succeed;
•our inability to manage increasing technological complexity, scale manufacturing capacity, achieve cost reductions or realize projected economies of scale;
•claims that our complex products and services may contain unknown defects or errors; 
•the scarcity, unavailability, or increased cost of critical components or raw materials;
•violations of export controls, sanctions and other regulations;
•political, economic and regulatory instability in foreign markets;
•our dependence on senior management and key employees;
•challenges in recruiting and retaining highly skilled personnel in a competitive labor market;
•challenges developing, commercializing or achieving market acceptance for new products, services or enhancements, particularly those involving artificial intelligence;
•changes in tax laws, trade policies, tariffs, inflation, recession and other macroeconomic or market conditions;
•difficulties executing, integrating or realizing expected benefits from acquisitions, and exposure to unexpected liabilities from such transactions;
•pandemics, public health crises and other events that could disrupt our business, supply chain or customer demand;
•technological failures, cybersecurity breaches or unauthorized access to our, our customers’ or our suppliers’ information and systems;
•failure to protect, defend or enforce our intellectual property and proprietary rights;
•dependence on our facilities;
•the Company’s ability to remediate the material weakness with respect to the Company’s internal control over financial reporting and disclosure controls and procedures;
•the Company’s ability to implement and maintain effective internal control over financial reporting in the future;
•our inability to generate sufficient cash to service all of our indebtedness; and
•other factors set forth under “Risk Factors” in our prospectus filed with the Securities and Exchange Commission under Rule 424(b) on April 20, 2026.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
i

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GLOSSARY

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:

•“AEVEX,” the “Company,” “our company,” “we,” “us” and “our” means (i) prior to the consummation of the Organizational Transactions, Holdings LLC and its consolidated subsidiaries and (ii) after the Organizational Transactions, AEVEX Corp. and its consolidated subsidiaries.

•“Blocker Entity” refers to the entity that was the owner of membership interests in Holdings LLC prior to the Organizational Transactions that is taxable as a corporation for U.S. federal income tax purposes.

•“Class A common stock” means Class A common stock, par value $0.0001 per share, of AEVEX Corp.

•“Class B common stock” means Class B common stock, par value $0.0001 per share, of AEVEX Corp.

•“Exchange Agreement” means the exchange agreement, dated as of April 16, 2026, by and among AEVEX Corp. and ATS Investment Holdings, LLC (“ATS Investment Holdings”).

•“Holdings LLC” means Athena Technology Solutions Holdings, LLC, a Delaware limited liability company and, following the Organizational Transactions, a subsidiary of AEVEX Corp.

•“IPO” refers to our initial public offering, which we completed on April 20, 2026, and through which we offered 18,400,000 shares of our Class A common stock, which includes the exercise in full by the underwriters of their option to purchase an additional 2,400,000 shares of our Class A common stock, at a price to the public of $20.00 per share. 

•“LLC Operating Agreement” means the Third Amended and Restated Limited Liability Company Agreement of Holdings LLC dated as of April 17, 2026.

•“LLC Units” means the Series A and Series B membership units of Holdings LLC that as a result of the Organizational Transactions replaced the membership interests in Holdings LLC (i.e., Class A units) that existed immediately prior to the consummation of the Organizational Transactions. The Series A units and Series B units each represents a substantially identical interest in Holdings LLC except that Series A units are only held by AEVEX Corp. and Series B units are held by ATS Investment Holdings who also holds a corresponding number of shares of Class B common stock. Each LLC Unit entitles the holder to a pro rata share of the net profits and net losses and distributions of Holdings LLC. Holders of LLC Units have no voting rights, except as expressly provided in the LLC Operating Agreement. Series B units are not entitled to any voting rights with respect to AEVEX Corp. as the holders of such units are entitled to exercise voting rights through their corresponding shares of Class B common stock.

•“LLC Unitholders” means collectively, the owners of membership interests in Holdings LLC immediately prior to the consummation of the Organizational Transactions, and following the Organizational Transactions, AEVEX Corp. and ATS Investment Holdings, which became holders of Series A units, or Series B units and shares of our Class B common stock, respectively. ATS Investment Holdings (or certain of its permitted transferees) are entitled to exchange, at its option, from time to time, its Series B units, together with an equal number of shares of Class B common stock, for shares of our Class A common stock on a one-for-one basis or, at our election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). In connection with an exchange of Series B units, a corresponding number of shares of Class B common stock, as applicable, shall be immediately and automatically transferred to AEVEX Corp. for no consideration and canceled.

•“New Credit Agreement” means the credit agreement, dated as of April 20, 2026, by and between AEVEX Holdings, LLC (the “Borrower”), an operating company of the Company, Athena Technology Solutions Purchaser, LLC, the lenders from time to time party thereto and Bank of America, N.A., as the administrative agent, collateral agent, an issuing bank and a swing line lender. 

ii

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•“New Term Loan Facility” means the $100.0 million senior secured term loan facility under the New Credit Agreement.

•“New Delayed Draw Term Loan Facility” means the $75.0 million senior secured delayed draw term loan facility under the New Credit Agreement.

•“New Revolving Credit Facility” means the $200.0 million senior secured revolving credit facility under the New Credit Agreement, which includes a sublimit for the issuance of letters of credit in an amount up to $40.0 million and a sublimit for swing line loans in an amount up to $30.0 million.

•“New Credit Facilities” means the New Revolving Credit Facility together with the New Term Loan Facility and the New Delayed Draw Term Loan Facility under the New Credit Agreement.

•“Organizational Transactions” refers to the organizational transactions completed by the Company in connection with the IPO, as described in Note 5, Subsequent Events, to the unaudited condensed consolidated balance sheet of AEVEX Corp. as of March 31, 2026 included herein.

•“Principal Stockholder” means funds and investment vehicles managed or controlled by Madison Dearborn Partners, LLC.

•“Prior Credit Facilities” means our former term loan and revolving credit facilities that were governed by that certain Credit Agreement, dated as of March 18, 2020 (as amended) by and among the Borrower, a syndicate of lenders, Ankura Trust Company, LLC, as administrative agent and PNC Bank, National Association as revolving agent and collateral agent.

•“Tax Receivable Agreement” means the tax receivable agreement, dated April 16, 2026, by and among the Company, Holdings LLC and the TRA Rights Holders.

•“TRA Rights Holders” refers to, collectively, certain of the direct and indirect owners in Holdings LLC, including our Principal Stockholder.

This Quarterly Report on Form 10-Q covers a period prior to the completion of the IPO on April 20, 2026. In connection with the completion of the IPO, the Company effected the Organizational Transactions.
iii

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AEVEX CORP.
BALANCE SHEET (UNAUDITED)
(in thousands, except par value and share data)

March 31, 2026December 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, $0.01 par value per share, 1,000 shares authorized, issued and outstanding
10 10 
Total stockholder's equity— — 
Total liabilities and stockholder's equity$— $— 

See accompanying notes to the unaudited financial statement.

1

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AEVEX CORP.
Notes to Financial Statement (Unaudited)

NOTE 1.    ORGANIZATION

AEVEX Corp. (the “Company”) was formed as a Delaware corporation on October 27, 2025. The Company was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Athena Technology Solution Holdings, LLC and its subsidiaries (“Holdings LLC”). As the manager of Holdings LLC, the Company is expected to operate and control all of the business and affairs of Holdings LLC and, through Holdings LLC, continue to conduct the business historically conducted by these subsidiaries.

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. Separate statements of operations and comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity as of March 31, 2026. The functional currency of the Company is the U.S. dollar.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statement and the accompanying notes. Actual results could materially differ from these estimates.

NOTE 3.    RECEIVABLE FROM HOLDINGS LLC

In connection with the issuance of common stock to Holdings LLC, the Company recognized a receivable balance of $10. Receivables arising from the issuance of capital stock are recorded as subscriptions receivable and presented as a deduction from stockholder’s equity until the receivable is settled in cash.

NOTE 4.    COMMON STOCK

As of March 31, 2026, the Company was authorized to issue 1,000 shares of common stock, par value $0.01 per share, and had issued 1,000 shares of common stock to Holdings LLC.

NOTE 5.    SUBSEQUENT EVENTS

Organizational Transactions and IPO

In connection with the consummation of the Company’s IPO on April 20, 2026, the Company and Holdings LLC undertook certain organizational transactions, including:

•The Company and Holdings amended and restated the LLC Operating Agreement to, among other things, (i) modify the capital structure of Holdings LLC by replacing the historical membership interests (i.e., Class A units) with a new class of common membership interests consisting of Series A units and Series B units and (ii) appoint the Company as the sole managing member of Holdings LLC.

•Our Principal Stockholder and certain other holders of indirect interests in Holdings LLC engaged in a series of transactions, which included one or more contributions, mergers or otherwise, including the merger of the Blocker Entity, that resulted in certain LLC Unitholders contributing their direct or indirect membership interests in Holdings LLC to the Company in exchange for 25,135,300 shares of Class A common stock.

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•The Company amended and restated its certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our shareholders generally and (ii) for Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our shareholders generally. Shares of Class A common stock and Class B common stock vote as a single class. The shares of Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of AEVEX Corp. 

•The Company issued 63,297,524 shares of Class B common stock to ATS Investment Holdings, on a one-to-one basis with the number of Series B units it owns, for nominal consideration.

•The Company entered into the Exchange Agreement pursuant to which ATS Investment Holdings (or certain permitted transferees thereof) is entitled to exchange its Series B units, together with an equal number of shares of Class B common stock, for shares of the Company’s Class A common stock on a one-for-one basis or, at the Company’s election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale).

•The Company entered into the Tax Receivable Agreement with the TRA Rights Holders that requires the payment by the Company to such persons collectively of 85% of certain tax savings, if any, in U.S. federal, state and local income taxes we actually realize (or, under certain circumstances are deemed to realize) as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to the IPO, including existing tax basis and our allocable share of existing tax basis acquired in connection with the IPO and increases to such allocable share of existing tax basis and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that the Company is required to make under the Tax Receivable Agreement.

•The 115,342 of Holdings LLC’s Series A preferred units outstanding prior to the Organizational Transactions were, in accordance with their terms, converted into 7,208,876 shares of the Company’s Class A common stock at a conversion price based on 80% of the IPO price.

•The Company issued 18,400,000 shares of its Class A common stock, which includes the exercise in full by the underwriters of their option to purchase an additional 2,400,000 shares of Class A common stock, in exchange for net proceeds of approximately $345.9 million, at the IPO price of $20.00 per share, less $22.1 million of underwriting discounts and commissions.
 
•The Company used such net proceeds of approximately $345.9 million to acquire 18,400,000 newly-issued Series A units in Holdings LLC.
 
•On April 20, 2026, subsidiaries of Holdings LLC refinanced the Prior Credit Facilities and entered into the New Credit Facilities. Holdings LLC used the $100.0 million proceeds from the New Term Loan Facility and the proceeds it received from us for the purchase of the newly issued Series A units (i) to repay approximately $258.5 million of outstanding borrowings under the Prior Credit Facilities, (ii) to pay $3.3 million of expenses incurred in connection with the refinancing, (iii) to pay $10.3 million of expenses incurred in connection with the IPO and Organizational Transactions and (iv) for general corporate purposes.

As the sole managing member of Holdings LLC, the Company operates and controls all of the business and affairs of Holdings LLC and conducts its business through Holdings LLC and its direct and indirect subsidiaries. Following the IPO, the Company has a minority economic interest in Holdings LLC but controls the management of Holdings LLC as its sole managing member. As a result, the Company will consolidate Holdings LLC and record a significant redeemable noncontrolling interest in a consolidated entity in its consolidated financial statements for the economic interest in Holdings LLC held by the LLC Unitholder. The Series B units owned by the LLC Unitholder are considered redeemable noncontrolling interests in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) paragraph 480-10-S99-3A (Distinguishing Liabilities from Equity Topic) because they are redeemable upon the occurrence of an event that is not solely within the Company’s control. Since the holder of the redeemable noncontrolling interests and its affiliates initially control the Company’s Board of Directors and since its exchange rights may be settled in cash at the Company’s election, the cash redemption is effectively in the control of the holders of the redeemable noncontrolling interests.

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Up-C Structure and Tax Receivable Agreement

The Company’s corporate structure following the IPO is commonly referred to as an umbrella partnership-C corporation (“Up-C”) structure. The Up-C structure allows the TRA Rights Holders to continue to realize tax benefits associated with owning or having owned interests in an equity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes. Investors in and after the IPO, by contrast, hold their equity ownership in the Company, a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. The future taxable income of Holdings LLC that is allocated to the TRA Rights Holders will be taxed on a flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. In general, the TRA Rights Holders expect to receive payments under the Tax Receivable Agreements of 85% of the amount of certain tax benefits, and the Company expects to benefit in the form of cash tax savings in amounts equal to 15% of certain tax benefits. Any payments made by the Company to the TRA Rights Holders under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial. 

Exchange Rights of LLC Unitholders

In accordance with the Exchange Agreement, the LLC Unitholder (or certain permitted transferees thereof) is entitled to exchange its Series B units for shares of the Company’s Class A common stock on a one-for-one basis or, at the Company’s election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Simultaneously with the payment of cash or the issuance of shares of Class A common stock, as applicable, in connection with an exchange of Series B units pursuant to the terms of the Exchange Agreement, a number of shares of the Company’s Class B common stock registered in the name of the LLC Unitholder will automatically be transferred to us and will be cancelled for no consideration on a one-for-one basis with the number of Series B units exchanged.

2026 Omnibus Incentive Plan

On April 16, 2026, and in connection with the IPO, the Company adopted the AEVEX Corp. 2026 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards to our employees, consultants and non-employee directors, and employees and consultants of our affiliates.

Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the Omnibus Plan, 11,404,170 shares of Class A common stock (the “Share Reserve”) have been reserved for issuance pursuant to awards under the Omnibus Plan. The total number of shares reserved for issuance under the Omnibus Plan will be increased annually on January 1 of each calendar year beginning in 2027 and ending and including January 1, 2036, by the lesser of (i) 3% of the aggregate number of shares of Class A common stock and Class B common stock, in each case, outstanding on December 31 of the immediately preceding calendar year and (ii) the number of shares of Class A common stock as is determined by the Company’s Board of Directors. Shares of Class A common stock subject to an award that expires or is canceled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the Omnibus Plan.
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ATHENA TECHNOLOGY SOLUTIONS HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) 
(in thousands, except par value and unit amounts)

March 31, 2026December 31, 2025
Assets
Current Assets:
Cash and cash equivalents$27,449 $27,908 
Accounts receivable, net 85,821 55,215 
Contract assets120,701 79,680 
Inventories 6,101 4,134 
Prepaid expenses and other current assets26,559 23,479 
Total current assets266,631 190,416 

Goodwill 292,328 292,328 
Customer relationships, net 106,231 110,250 
Other intangible assets, net 1,761 1,864 
Property and equipment, net 20,038 19,586 
Operating lease right-of-use assets 7,322 7,697 
Other assets 1,564 478 
Asset held for sale4,376 4,376 
Total assets$700,251 $626,995 

Liabilities, Mezzanine Equity and Equity
Current Liabilities:
Accounts payable $46,747 $23,700 
Accrued expenses and other current liabilities25,098 21,760 
Deferred revenue21,190 10,942 
Current portion of long-term debt2,720 2,720 
Operating lease liabilities 3,493 3,426 
Total current liabilities99,248 62,548 
 
Long-term debt, net of current portion255,164 255,780 
Operating lease liabilities, net of current portion4,241 4,700 
Series A preferred units derivative liability25,541 19,999 
Total liabilities384,194 343,027 

Commitments and contingencies (Note 7)

Mezzanine Equity:
Series A preferred units, no par value, 120,000 units authorized, 115,342 and 100,000 units issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
93,908 80,371 

Equity:
Class A units, no par value; 88,532,824 units authorized, 88,432,824 and 88,532,824 units issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
217,571 199,016 
Total members’ equity217,571 199,016 
Noncontrolling interest4,578 4,581 
Total equity222,149 203,597 
Total liabilities, mezzanine equity, and equity$700,251 $626,995 

See accompanying notes to the unaudited condensed consolidated financial statements.
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ATHENA TECHNOLOGY SOLUTIONS HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except unit and per unit amounts)

Three Months Ended March 31,
20262025
Revenue:
Products$191,844$26,487
Services24,84926,771
Total revenue216,69353,258
Cost of revenue:
Products140,15824,241
Services20,04125,955
Total cost of revenue160,19950,196
Gross profit56,4943,062
Operating expenses:
Selling, general, and administrative19,4128,588
Research and development3,3379,490
Amortization of intangible assets4,1224,080
Change in contingent consideration—1,221
Total operating expenses26,87123,379
Income (loss) from operations29,623(20,317)
Other income (expense), net:
Interest expense(6,544)(7,179)
Interest income106214
Change in fair value of derivative liability(2,400)—
Other income, net213—
Total other expense, net(8,625)(6,965)
Income (loss) before income taxes20,998(27,282)
Provision for income taxes —40
Net income (loss)20,998 (27,322)
Net income attributable to noncontrolling interest727
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 diluted88,478,38088,532,824

See accompanying notes to the unaudited condensed consolidated financial statements.
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ATHENA TECHNOLOGY SOLUTIONS HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
(In thousands, except unit amounts)

Class A UnitsNoncontrolling InterestTotal Equity
UnitsAmount
Balances at December 31, 202588,532,824$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, 202688,432,824$217,571 $4,578 $222,149 

Class A UnitsNoncontrolling InterestTotal Equity
UnitsAmount
Balances at December 31, 202480,745,873$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, 202580,745,873$132,244 $4,684 $136,928 

See accompanying notes to the unaudited condensed consolidated financial statements.
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ATHENA TECHNOLOGY SOLUTIONS HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands) 

Three Months Ended March 31,
20262025
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 liability2,400 - 
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 
End of period
$27,449 $20,987 

Supplemental disclosures of cash flow information:

Cash paid for interest
$6,340 $6,820 

Supplemental disclosures of noncash financing and investing activities:

Purchase of property and equipment in accounts payable and accrued expenses
$829 $510 
Series A preferred units accretion
1,362 - 
Deferred offering costs in accounts payable and accrued expenses
4,726 - 
Deferred financing costs in accrued expenses
1,100 - 
Right-of-use assets obtained in exchange for new lease liabilities
445 573 

See accompanying notes to the unaudited condensed consolidated financial statements.
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ATHENA TECHNOLOGY SOLUTIONS HOLDINGS, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1.    ORGANIZATION

Nature of Operations

Athena Technology Solution Holdings, LLC (the “Company”) was formed as a Delaware limited liability company on February 13, 2020. The Company, through its operating subsidiaries, which include AEVEX Holdings, LLC, is a leading provider of full-spectrum airborne intelligence solutions for the global intelligence community. 

Basis of Presentation

The accompanying condensed consolidated financial statements present the financial position, results of operations, and cash flows of Athena Technology Solutions Holdings, LLC and its subsidiaries, including a variable interest entity (“VIE”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes to the financial statements required by U.S. GAAP for complete financial statements. The functional currency of the Company and its subsidiaries is the U.S. dollar. 

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the years ended December 31, 2025 and 2024 for the Company, included in the prospectus dated April 16, 2026, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Prospectus”). In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, results of operations, and cash flows for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. The condensed consolidated balance sheet as of December 31, 2025 was derived from the Company’s audited annual consolidated financial statements but does not contain all of the accompanying disclosures from the annual financial statements.

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes to the Company’s accounting policies disclosed in Note 2, Summary of Significant Accounting Policies, to the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of consolidated assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results could materially differ from those estimates. On an on-going basis, management evaluates its significant estimates, including those related to slow-moving or obsolete inventory, estimated useful lives of long-lived assets, the valuation of acquired intangible assets, goodwill impairment testing, the recognition of revenue over time for certain customer contracts, the valuation of the Series A preferred units embedded deri