Merger Sets 112.5M New Shares at $3.44, Combined Revenues $183.3M
Air Industries will issue 112.5 million shares to Tenax members based on a $3.44 debt-adjusted share price, resulting in Tenax owning about 95% of the combined entity. Merged entity will report $183.3 million revenue and $65 million Adjusted EBITDA in 2025, rising to over $210 million revenue and $75 million Adjusted EBITDA in 2026.
1. Merger Terms
Air Industries Group and Tenax Aerospace will merge in a stock-based transaction that issues 112.5 million shares to Tenax members. The share issuance is based on a $3.44 debt-adjusted price, and Air Industries' existing debt will be refinanced at closing without Tenax securing external financing.
2. Combined Financial Outlook
Based on Air Industries' preliminary December 31, 2025 results, the combined entity is expected to generate $183.3 million in revenue and $65 million in Adjusted EBITDA. Pro-forma projections for 2026 anticipate revenues exceeding $210 million and Adjusted EBITDA above $75 million, driven by Tenax’s contracts and operational cash flow.
3. Ownership Structure and Listing
Post-closing, Tenax shareholders will hold approximately 95% of the outstanding shares while existing Air Industries shareholders retain about 5%. The merged company will continue trading on the NYSE American under the AIRI symbol, targeting growth in special mission aviation and precision aerospace manufacturing.