Air Industries Group Sets November 18 Shareholder Vote on Merger With Tenax Aerospace
Why It MattersThe deal would fold a defense parts supplier into a special mission aircraft operator serving government customers, consolidating niche aerospace capabilities under one NYSE American-listed, founder-controlled company.
Air Industries Group, the aerospace parts manufacturer based in Bay Shore, New York, will hold a special shareholder meeting on November 18 to vote on a merger with Tenax Aerospace Acquisition, a privately held special mission aviation company based in Ridgeland, Mississippi. An amended registration statement filed with the Securities and Exchange Commission on October 22 sets out the terms. Air Industries would issue stock to Tenax's owners and warrant holders, and Tenax would become a wholly owned subsidiary. The current agreement was signed July 2 and amended July 31, replacing an earlier agreement.
The filing says Thomas Foley would own, directly or indirectly, about 52 percent of the combined company's fully diluted shares, making it a controlled company under NYSE American rules and exempt from some of the exchange's governance requirements. The stock would keep trading on the NYSE American under the symbol AIRI. The board would have at least eight directors, at least six designated by Tenax and two agreed on by both sides, and all current Air Industries directors are expected to resign when the merger takes effect.
The ballot carries several linked proposals: issuing the merger shares, which the filing describes as a change of control; raising authorized common shares from 20 million to 200 million; and allowing shareholders to act by written consent for as long as NTC Group, Foley, Taran Bakker and their affiliates together hold a majority of voting power. A one-for-five reverse stock split is also part of the transaction, with merger consideration of 126.9 million shares before the split and 25.38 million after it.
Air Industries makes precision components and assemblies for aerospace and defense prime contractors, including landing gear, flight controls, engine mounts and jet engine components. It operates an approximately 81,000-square-foot facility in Bay Shore and a 74,923-square-foot plant it owns in Barkhamstead, Connecticut, reported $47.9 million in net sales for 2025, and employs about 158 people. Tenax, founded in 2001, employs about 248 people and provides special mission aircraft and related equipment and services to the U.S. and Canadian governments, including aerial firefighting.
