SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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V2X, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
92242T101 (CUSIP Number) |
Joel M. Rotroff 450 Lexington Avenue, 40th Floor, New York, NY, 10017 (212) 627-2360 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/11/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 92242T101 |
1 |
Name of reporting person
American Industrial Partners Capital Fund VI, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,091,866.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
25.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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CUSIP No. | 92242T101 |
1 |
Name of reporting person
AIPCF VI Vertex Aerospace Funding LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,091,866.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
25.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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CUSIP No. | 92242T101 |
1 |
Name of reporting person
Vertex Aerospace Holdco LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,091,866.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
25.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 92242T101 |
1 |
Name of reporting person
AIPCF VI, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,467,286.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
26.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 92242T101 |
1 |
Name of reporting person
Lightship Capital LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
375,420.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
1.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
(b) | Name of Issuer:
V2X, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
1875 Campus Commons Drive, Suite 305, Reston,
VIRGINIA
, 20191. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 7 to the statement on beneficial ownership on Schedule 13D (this "Amendment No. 7") amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Persons with the SEC on July 15, 2022, as amended by Amendment No. 1 thereto filed by the Reporting Person with the SEC on September 15, 2022, Amendment No. 2 thereto filed by the Reporting Person with the SEC on September 10, 2024, Amendment No. 3 thereto filed by the Reporting Person with the SEC on September 16, 2024, Amendment No. 4 thereto filed by the Reporting Person with the SEC on November 18, 2024, Amendment No. 5 thereto filed by the Reporting Person with the SEC on May 21, 2025 and Amendment No. 6 thereto filed by the Reporting Person with the SEC on August 13, 2025 (collectively, the "Original Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Original Schedule 13D. | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented as by adding the following immediately prior to last paragraph thereof: On September 11, 2025, Vertex Holdco sold, pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), 1,700,000 shares of Common Stock at a price of $52.203 per share (the "September 2025 Rule 144 Sale).
As a result of the reduced percentage ownership of Vertex Holdco and certain of its affiliates resulting from the September 2025 Rule 144 Sale and in accordance with the terms of the V2X Shareholders Agreement, one director designated by Vertex Holdco is obligated to resign from the Board of Directors of the Issuer effective no later than the Issuer's 2026 Annual Meeting of Shareholders. As a result, Vertex Holdco expects to cause one of its designated directors to tender a resignation prior to such date. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover pages of this Amendment No. 7 are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own an aggregate of 8,467,286 shares of Common Stock. This amount consists of: (i) 8,000,001 shares of Common Stock held directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding; (ii) 375,420 shares of Common Stock held directly by Lightship; and (iii) 91,865 shares of Common Stock over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters (described further in Item 6 of the Original Schedule 13D, under the header "Shareholders Agreement"). In its capacity as the general partner of each of AIP Fund VI and Credit Opportunity Fund, AIP GP may be deemed to indirectly beneficially own all 8,467,286 shares of Common Stock reported herein. The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons was calculated based on 31,509,821 shares of Common Stock issued and outstanding as of August 11, 2025, after the Company's completion of a repurchase of 200,000 shares of Common Stock on August 11, 2025 as disclosed in the Issuer's preliminary prospectus supplement filed with the SEC on August 11, 2025 pursuant to Rule 424(b)(5) under the Securities Act. | |
(b) | See Item 5(a). | |
(c) | Except for the August 2025 Secondary Offering and the September 2025 Rule 144 Sale, none of the Reporting Persons have effected any transaction in the Common Stock during the past 60 days. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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