If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e),
240.13d-1(f) or 140.13d-1(g), check the following box. [ ]
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1.
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Names of Reporting Persons.
Crescent Park Management, L.P.
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|
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______
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|
4.
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Source of Funds (See Instructions) AF
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
|
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6.
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Citizenship or Place of Organization Delaware
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7. Sole Voting Power 0
|
8. Shared Voting Power 3,055,1131
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9. Sole Dispositive Power 0
|
10. Shared Dispositive Power 3,055,113
|
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person 3,055,113
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
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13.
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Percent of Class Represented by Amount in Row (11) 4.5%
|
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14.
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Type of Reporting Person (See Instructions) IA, PN
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1 Excludes 1,177,916 shares of Common Stock issuable on exercise
of redeemable warrants beneficially owned by the Reporting Persons that may not be exercised within the next 60 days.
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1.
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Names of Reporting Persons.
CPM GP, LLC
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______
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|
4.
|
Source of Funds (See Instructions) AF
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
|
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6.
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Citizenship or Place of Organization Delaware
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7. Sole Voting Power 0
|
8. Shared Voting Power 3,055,1131
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9. Sole Dispositive Power 0
|
10. Shared Dispositive Power 3,055,113
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 3,055,113
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
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13.
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Percent of Class Represented by Amount in Row (11) 4.5%
|
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14.
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Type of Reporting Person (See Instructions) HC, OO
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1 Excludes 1,177,916 shares of Common Stock issuable on exercise
of redeemable warrants beneficially owned by the Reporting Persons that may not be exercised within the next 60 days.
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1.
|
Names of Reporting Persons.
Eli D. Cohen
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______
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|
4.
|
Source of Funds (See Instructions) AF
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
|
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6.
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Citizenship or Place of Organization U.S.A.
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7. Sole Voting Power 0
|
8. Shared Voting Power 3,055,1131
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9. Sole Dispositive Power 0
|
10. Shared Dispositive Power 3,055,113
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 3,055,113
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
|
|
13.
|
Percent of Class Represented by Amount in Row (11) 4.5%
|
|
14.
|
Type of Reporting Person (See Instructions) HC, IN
|
1 Excludes 1,177,916 shares of Common Stock issuable on exercise
of redeemable warrants beneficially owned by the Reporting Persons that may not be exercised within the next 60 days.
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1.
|
Names of Reporting Persons.
Crescent Park GP, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ______
|
|
4.
|
Source of Funds (See Instructions) AF
|
|
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
|
7. Sole Voting Power 0
|
8. Shared Voting Power 3,055,1131
|
9. Sole Dispositive Power 0
|
10. Shared Dispositive Power 3,055,113
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 3,055,113
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
|
|
13.
|
Percent of Class Represented by Amount in Row (11) 4.5%
|
|
14.
|
Type of Reporting Person (See Instructions) OO
|
1 Excludes 1,177,916 shares of Common Stock issuable on exercise
of redeemable warrants beneficially owned by the Reporting Persons that may not be exercised within the next 60 days.
|
1.
|
Names of Reporting Persons.
Crescent Park Master Fund, L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ______
|
|
4.
|
Source of Funds (See Instructions) WC
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
|
|
6.
|
Citizenship or Place of Organization Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7. Sole Voting Power 0
|
8. Shared Voting Power 1,930,0182
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9. Sole Dispositive Power 0
|
10. Shared Dispositive Power 1,930,018
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 1,930,018
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
|
|
13.
|
Percent of Class Represented by Amount in Row (11) 2.9%
|
|
14.
|
Type of Reporting Person (See Instructions) PN
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2 Excludes 733,283 shares of Common Stock issuable on exercise
of redeemable warrants beneficially owned by the Reporting Persons that may not be exercised within the next 60 days.
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Item 1.
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Security and Issuer
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This statement relates to shares of Common Stock,
par value $0.0001 (the “Stock”) of Redwire Corporation (formerly known as Genesis Park Acquisition Corp.) (the “Issuer”).
The principal executive office of the Issuer is located at 2000 Edwards Street, Suite B, Houston, Texas 77007. In connection with
the Transactions described in Item 6 below, effective as of September 2, 2021, (1) all of the Issuer’s outstanding Class A Ordinary
Shares, including the Class A Ordinary Shares owned by the Filers, were converted by operation of law into shares of Common Stock of the
Issuer, and (2) all warrants to acquire Class A Ordinary Shares of the Issuer, including the warrants owned by the Filers, were converted
by operation of law into warrants to acquire shares of Common Stock of the Issuer.
Item 2. Identity and Background
The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers
and controlling persons, and the information regarding them, are as follows:
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(a)
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Crescent Park Management, L.P. (“Crescent Park”), Crescent Park GP, LLC (“Crescent Park GP”), CPM GP, LLC
(“CPM GP”), Crescent Park Master Fund, L.P. (“Master Fund”) and Eli D. Cohen (collectively, the “Filers”).
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Master Fund and Crescent Park GP are filing
this statement jointly with the other Filers, but not as a member of a group and they expressly disclaim membership in a group. In addition,
filing this Schedule 13D on behalf of Master Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial
owner, as defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13D.
Each Filer disclaims beneficial ownership
of the Stock except to the extent of that person’s pecuniary interest therein.
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(b)
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The business address of the Filers is
1900 University Avenue, Suite 501, East Palo Alto, California 94303
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(c)
|
Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other
organization in which such employment is conducted:
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Crescent Park is an investment adviser to several private investment funds, including Master Fund (collectively, the “Funds”).
CPM GP is the general partner of Crescent Park. Crescent Park GP is the general partner of the Funds. Mr. Cohen is the controlling person
of Crescent Park and Crescent Park GP.
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(d)
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During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(e)
|
During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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For citizenship of the Filers, see Item 6 of each Filer’s cover page.
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|
Item 3.
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Source and Amount of Funds or Other Consideration
|
The source and amount of funds used in purchasing the Stock and
warrants to purchase the Stock were as follows:
Purchaser
|
Source of Funds
|
Amount
|
|
|
|
The Funds
|
Working Capital
|
$30,809,827.663
|
|
|
|
This amount includes $5,000,000
paid by the Funds for 500,000 shares of the Issuer’s Common Stock in a PIPE Transaction (as defined in Item 6 below) on September
2, 2021, and $24,000,000 paid by the Funds for 2,400,000 of the Issuer’s Units (“Units”) on November 24, 2020, in connection
with the Issuer’s initial public offering. Each Unit consisted of one Class A ordinary share of the Issuer and one-half of one redeemable
warrant entitling the holder to purchase one Class A ordinary share of the Issuer at a price of $11.50 per share.
3 Includes $19,300,180.00 paid by the Master Fund from
its working capital.
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Item 4.
|
Purpose of Transaction
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The Filers acquired the Stock for investment
purposes. Crescent Park assisted management of the Issuer in analyzing and conducting due diligence on potential acquisition targets identified
by the Issuer. The Issuer completed its initial business combination on September 2, 2021. Accordingly, Crescent Park does not intend
to make any recommendations to Issuer’s directors and officers regarding any other potential acquisitions, mergers, reorganizations
and liquidations of the Issuer and its subsidiaries.
The Filers will routinely monitor the Issuer
regarding a wide variety of factors that affect their investment considerations, including, current and anticipated future trading prices
of the Stock and other securities, the Issuer’s operations, assets, prospects, financial position, and business development, Issuer’s
management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, and other investment
considerations. Depending on their evaluation of various factors, the Filers may take such actions regarding their holdings of the Issuer’s
securities as they deem appropriate in light of circumstances existing from time to time. Such actions may include purchasing additional
Stock in the open market, through privately negotiated transactions with third parties or otherwise, and selling at any time, in the open
market, through privately negotiated transactions with third parties or otherwise, all or part of the Stock now owned or hereafter acquired
by any of them. The Filers also may from time to time enter into or unwind hedging or other derivative transactions with respect to the
Stock or pledge their interests in the Stock to obtain liquidity. In addition, from time to time the Filers and their representatives
and advisers may communicate with other stockholders, industry participants and other interested parties about the Issuer.
The Filers have no present plan or proposal
that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However,
the Filers may recommend action to the Issuer’s management, board of directors and stockholders. Any such actions could involve
one or more of the events referred to in clauses (a) through (j) of Item 4 of Schedule 13D, including, potentially, one or more mergers,
consolidations, sales or acquisitions of assets, change in control, issuances, purchases, dispositions or pledges of securities or other
changes in capitalization.
|
Item 5.
|
Interest in Securities of the Issuer
|
The beneficial ownership of the Stock by each Filer on the date
hereof is reflected on that Filer’s cover page. The percentage ownership of the Filers is based on 67,672,028 shares of Common Stock
outstanding after the completion of the Transactions and the PIPE Transaction (as defined in Item 6 below), consisting of (1) 16,377,622
shares of Common Stock into which the Issuer’s outstanding Class A Ordinary Shares were converted by operation of law in connection
with the Transactions, (2) 4,094,406 shares of Common Stock into which the Issuer’s Class B Ordinary Shares were converted by operation
of law in connection with the Transactions, (3) 10,000,000 shares of Common Stock issued in the PIPE Transaction, and (4) 37,200,000 shares
of Common Stock issued as part of the Transactions, all as reported in Amendment No. 1 to the Issuer’s Form S-4, filed on August
5, 2021.
The Filers engaged in the following transactions in the Stock in
the 60 days preceding the date of this Schedule 13D. Purchases and sales made after September 2, 2021, were intended to rebalance the
portfolios of the Funds.
Name
|
Purchase or Sale
|
Date
|
Manner Effected
|
Number of Shares
|
Price Per Share
|
|
|
|
|
|
|
The Funds
|
Purchase
|
7/13/2021
|
Public Market
|
19,395
|
$10.3172
|
The Funds
|
Purchase
|
9/2/2021
|
Private purchase from Issuer
|
500,0004
|
$10
|
The Funds
|
Sale
|
9/3/2021
|
Public Market
|
52,4175
|
$11.7892
|
The Funds
|
Purchase
|
9/3/2021
|
Public Market
|
50,187
|
$11.8391
|
The Funds
|
Sale
|
9/7/2021
|
Public Market
|
35,2836
|
$11.8734
|
The Funds
|
Purchase
|
9/7/2021
|
Public Market
|
31,991
|
$11.8874
|
The Funds
|
Purchase
|
9/8/2021
|
Public Market
|
3,093
|
$11.9071
|
The Funds
|
Sale
|
9/8/2021
|
Public Market
|
16,8377
|
$11.8090
|
|
|
|
|
|
|
4 The Master Fund purchased 372,638 of these shares for
a price of $10 per share.
5 The Master Fund sold 44,266 of these shares for a price of $11.7892 per share.
6 The Master Fund sold 29,797 of these shares for a price of $11.8734 per share.
7 The Master Fund sold 14,219 of these shares for a price of $11.8090 per share.
The Filers engaged in the following transactions in warrants to
purchase the Stock in the 60 days preceding the date of this Schedule 13D. Purchases and sales made after September 2, 2021, were intended
to rebalance the portfolios of the Funds.
Name
|
Purchase or Sale
|
Date
|
Manner Effected
|
Number of Warrants
|
Price Per Warrant
|
|
|
|
|
|
|
The Funds
|
Purchase
|
7/13/2021
|
Public Market
|
9,698
|
$2.9442
|
The Funds
|
Purchase
|
9/3/2021
|
Public Market
|
14,095
|
$2.5896
|
The Funds
|
Sale
|
9/3/2021
|
Public Market
|
42,2448
|
$2.6739
|
The Funds
|
Sale
|
9/7/2021
|
Public Market
|
60,0009
|
$2.5933
|
The Funds
|
Sale
|
9/8/2021
|
Public Market
|
21,12510
|
$2.4714
|
|
|
|
|
|
|
8 The Master Fund sold 29,189 of these warrants for a
price of $2.6739 per share.
9 The Master Fund sold 41,458 of these warrants for a price of $2.5933 per share.
10 The Master Fund sold 14,497 of these warrants for a price of $2.4714 per share.
As of September 2, 2021, the Filers ceased to be the beneficial
owner of more than five percent of the class of securities.
|
Item 6.
|
Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer
|
On March 25, 2021, the Issuer entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with Shepard Merger Sub Corporation, a Delaware corporation and direct,
wholly owned subsidiary of the Issuer, Redwire, LLC, a Delaware limited liability company (“Holdings”) and Cosmos Intermediate,
LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (the “Company”). In connection with
the Merger Agreement, the Company and Holdings entered into a voting and support agreement (the “Voting Agreement”) with the
Funds, pursuant to which the Funds have agreed (i) to vote in favor of adopting the Merger Agreement and the transactions contemplated
thereby (the “Transactions”), amending and restating the Issuer’s amended and restated memorandum and articles of association
and certain other matters at a special stockholders meeting and (ii) not elect to redeem the Stock or tender or submit it for redemption.
Also in connection with the execution of the Merger Agreement, the Issuer entered into a subscription agreement (the “2021 Subscription
Agreement”) with the Funds, pursuant to which the Funds agreed to purchase shares of the Stock at a purchase price of $10.00 per
share (the “PIPE Financing”). The PIPE Financing and the Transactions were consummated on September 2, 2021. The 2021 Subscription
Agreement provides for certain registration rights with respect to the Stock issued in the PIPE Financing and will terminate on the earlier
to occur of the termination of the Merger Agreement and the mutual written agreement of the parties thereto.
In addition to the Voting Agreement and the 2021 Subscription Agreement,
the Funds are parties to a Subscription Agreement dated November 18, 2020 (the “2020 Subscription Agreement”), with Genesis
Park Holdings, the sponsor of the Issuer (the “Sponsor”), pursuant to which the Funds acquired a membership interest in the
Sponsor for nominal consideration in connection with the purchase of the Units. The 2020 Subscription Agreement entitles the Funds to
an aggregate interest in up to 11% of the founder shares of the Issuer held by the Sponsor, assuming an offering of $150,000,000 of Units,
and subject to adjustment if the size of the Issuer’s initial public offering changes, if the underwriters exercise their overallotment
option, if the Funds purchase fewer than 3,000,000 Units in the initial public offering or if the Funds do not hold a minimum number of
ordinary shares at the time of the Issuer’s initial business combination.
The Funds’ interest in such founder shares will be treated
the same in all material respects as the founder shares held by the Sponsor, except the Funds will forfeit their interest in the founder
shares if they do not purchase a minimum number of Units sold in the Issuer’s initial public offering (subject to adjustment based
on the size of the offering).
Pursuant to the 2020 Subscription Agreement, the Funds were not
granted any material additional shareholder or other rights and were only issued a membership interest in the Sponsor with no right to
control the Sponsor or vote or dispose of the founder shares (which will continue to be held by the Sponsor until following the Issuer’s
initial business combination).
The foregoing description of the Voting Agreement, the 2021 Subscription
Agreement and the 2020 Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of such agreement, which is incorporated herein by reference.
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit A Agreement Regarding Joint Filing of Statement on Schedule
13D or 13G.
Exhibit B Subscription Agreement among
the Funds and the Sponsor, in the form attached as Exhibit 10.18 to the Issuer’s Form 8-K (No. 001-39733), filed on November 27,
2020, and incorporated herein by reference.
Exhibit C Voting and Support Agreement
among the Funds, the Company and Holdings, in the form attached as Exhibit C to Amendment No. 1 to the Filers’ Schedule 13D, filed
on March 30, 2021.
Exhibit D Subscription Agreement among
the Funds and the Issuer, in the form attached as Exhibit 10.2 to the Issuer’s Form 8-K (No. 001-39733), filed on March 25, 2021,
and incorporated herein by reference.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.
Dated: September 8, 2021
__/s/ Eli Cohen _____________
Eli D. Cohen
|
|
Crescent Park Management, L.P.
By CPM GP, LLC, its General Partner
By: __/s/ Eli Cohen _____________
Name: Eli Cohen
Title: Manager
|
Crescent Park Master Fund, L.P.
By Crescent Park GP, LLC, its General Partner
By: __/s/ Eli Cohen _____________
Name: Eli Cohen
Title: Manager
|
CPM GP, LLC
By: __/s/ Eli Cohen _____________
Name: Eli Cohen
Title: Manager
|
Crescent Park GP, LLC
By: __/s/ Eli Cohen _____________
Name: Eli Cohen
Title: Manager
|
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities
and Exchange Commission (the “SEC”) any and all statements on Schedule 13D, Schedule 13G or forms 3, 4 or 5 (and any amendments
or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases
by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Crescent Park Management
LP, a Delaware limited partnership, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf
of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with section 13(d) and section 16(a) of the Act, in connection with said purchases, and to
do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned
might or could do if personally present.
Dated: September 8, 2021
__/s/ Eli Cohen _____________
Eli D. Cohen
|
|
Crescent Park Management, L.P.
By CPM GP, LLC, its General Partner
By: __/s/ Eli Cohen _____________
Name: Eli Cohen
Title: Manager
|
Crescent Park Master Fund, L.P.
By Crescent Park GP, LLC, its General Partner
By: __/s/ Eli Cohen _____________
Name: Eli Cohen
Title: Manager
|
CPM GP, LLC
By: __/s/ Eli Cohen _____________
Name: Eli Cohen
Title: Manager
|
Crescent Park GP, LLC
By: __/s/ Eli Cohen _____________
Name: Eli Cohen
Title: Manager
|