Air Industries Group (AIRI) and Tenax Aerospace Acquisition, LLC have entered into a definitive merger agreement that will combine Tenax’s special‑mission aircraft business with AIRI’s precision aerospace manufacturing operations. The transaction is an all‑stock deal that will keep the combined company listed under the AIRI ticker on the NYSE American. The parties expect to close the transaction before June 30 2026, subject to customary regulatory and shareholder approvals.
Under the agreement, the pro‑forma company is projected to generate $183.3 million in revenue and $65 million in adjusted EBITDA for the fiscal year ended December 31 2025. Net debt is expected to be about $380 million, including $80 million of debt that AIRI incurred in January 2026 to purchase minority interests in Tenax. The combined workforce will be roughly 430 employees, and the company will continue to operate its existing manufacturing facilities in Bayshore, New York, and Barkhamsted, Connecticut.
The deal is highly dilutive for current AIRI shareholders, who will own only about 5 percent of the combined company, while Tenax members will hold roughly 95 percent. The transaction is also highly leveraged, with the combined entity carrying $380 million of net debt. Tenax’s strategic objective is to gain a public listing, permanent capital, and manufacturing capability, while AIRI seeks to broaden its product portfolio and access new defense and commercial markets.
Management expects the merger to create synergies in supply‑chain resilience, cost efficiencies, and expanded product offerings across defense and commercial aerospace. The combination of Tenax’s special‑mission aircraft expertise and AIRI’s precision machining capabilities is intended to strengthen the company’s competitive position and accelerate growth in high‑margin defense contracts.
Tenax Aerospace specializes in special‑mission aircraft and related services for U.S. and Canadian governments, with contracts in aerial fire suppression, ISR, and engagement simulation. AIRI manufactures precision components and assemblies for aerospace and defense prime contractors, including landing gears, flight controls, and engine mounts. In January 2026, Tenax completed a refinancing and buyout of Bain Capital and secured a junior debt investment from AEA Investors’ Private Debt group, positioning the company for the public merger. Tenax Chairman Tom Foley said, “This merger represents an important step for Tenax’s plans to expand its presence in the aerospace and defense sector. Partnering with Air Industries Group provides Tenax with a public listing for its shares, manufacturing capability, and access to permanent capital to support long‑term growth.”
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