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CORRESP
 1
 filename1.htm

 CORRESP

 VIA EDGAR SUBMISSION
 June 1, 2026 United States Securities and Exchange
Commission Division of Corporation Finance Office of
Manufacturing 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 Sarah Sidwell

    Re:
 AEVEX Corp.

  
 Registration Statement on Form S-1

  
 Registration File No. 333-296396

  
 Filed June 1, 2026
 Ladies and Gentlemen: In accordance with
Rule 461 under the Securities Act of 1933, as amended, AEVEX Corp. (the “Company”) hereby requests that the effective date for the Registration Statement referred to above (the “Registration Statement”) be accelerated so
that it will become effective at 4:00 p.m., Eastern Time, on June 3, 2026, or as soon thereafter as is practicable. Please
contact Michael P. Keeley, P.C. at (312) 862-2144 or, in his absence, Kevin M. Frank at (312) 862-3373, both of Kirkland & Ellis LLP, the
Company’s legal counsel, when the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.
 Thank you in advance for your assistance.
 * * * * *

 Very truly yours,

 AEVEX CORP.

 By:

 /s/ Roger Wells

 Name: Roger Wells

 Title: Chief Executive Officer

 cc:
 Roger Wells, Chief Executive Officer, AEVEX Corp.
 Robert M. Hayward, P.C., Kirkland & Ellis LLP
 Michael P. Keeley, P.C., Kirkland & Ellis LLP
 Kevin M. Frank, Kirkland & Ellis LLP
 Michael Benjamin, Latham & Watkins LLP
 Sandy Kugbei, Latham & Watkins LLP

CORRESP
 1
 filename1.htm

 CORRESP

 c/o Goldman Sachs & Co. LLC
 200 West Street New York, New York 10282
 c/o BofA Securities, Inc. One Bryant Park
 New York, New York 10036 c/o Jefferies LLC
 520 Madison Ave New York, New York 10022
 June 1, 2026 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
N.E. Washington, D.C. 20549

 Attention:
 Sarah Sidwell
 Re: AEVEX Corp. Registration Statement on Form S-1 File No. 333-296396
 Acceleration Request Requested Date: June 3,
2026 Requested Time: 4:00 P.M. Eastern Time
 Ladies and Gentlemen: In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “ Act ”), we, as the representative of the several underwriters, hereby join in the request of AEVEX Corp. (the “ Company ”) for acceleration of the effective date of the
above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on June 3, 2026, or at such later time as the Company or its outside counsel, Kirkland & Ellis LLP, may request via telephone call to the
staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 under the Act, please be advised that we, as
the representative of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration
Statement. We, the undersigned, as the representative of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 GOLDMAN SACHS & CO. LLC

 By:

 /s/ Ryan Cunn

 Name:

 Ryan Cunn

 Title:

 Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]

 Very truly yours,

 BOFA SECURITIES, INC.

 By:

 /s/ Michael Liloia

 Name:

 Michael Liloia

 Title:

 Director

 [Signature Page to
Underwriters’ Acceleration Request]

 Very truly yours,

 JEFFERIES LLC

 By:

 /s/ Scott Skidmore

 Name:

 Scott Skidmore

 Title:

 Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2026

Roger Wells
Chief Executive Officer
AEVEX Corp.
440 Stevens Ave #150
Solana Beach, CA 92075

 Re: AEVEX Corp.
 Draft Registration Statement on Form S-1
 Submitted on May 11, 2026
 CIK 0002096300
Dear Roger Wells:
 This is to advise you that we do not intend to review your registration
statement.
 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Michael Keeley
</TEXT>
</DOCUMENT>