Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
08 6월 2022 - 6:16AM
Edgar (US Regulatory)
Prospectus Supplement |
Filed Pursuant to Rule 424(b)(3) |
(to Prospectus dated October 4, 2021) |
Registration No. 333- 259755 |
REDWIRE CORPORATION
13,920,979 Shares of Common Stock
Up to 67,262,510 Shares of Common Stock by the Selling Shareholders
5,732,168 Warrants by the Selling Shareholders
This prospectus supplement updates and supplements
the prospectus dated October 4, 2021 (as further supplemented, the “Prospectus”), which forms a part of our Registration
Statement on Form S-1 (Registration No. 333-259755). This prospectus supplement is filed solely for the purpose of including
selling shareholders who have acquired shares of our common stock, par value $0.0001 per share (the “Common Stock”) and Common
Stock issuable upon the exercise of warrants, each exercisable for one share of Common Stock at a price of $11.50 per share (“Warrants”)
included for resale in the Prospectus from certain existing selling shareholders.
The Prospectus relates to (a) the issuance
by us of up to 13,920,979 shares of Common Stock, upon the exercise of Warrants and (b) the resale from time to time of (i) up
to 67,262,510 shares of Common Stock, consisting of 53,361,531 shares of Common Stock and 13,920,979 shares of Common Stock issuable
upon the exercise of Warrants and (ii) 5,732,168 Warrants by the selling security holders named in the Prospectus.
This prospectus supplement should be read in conjunction
with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency
between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our Common Stock and Warrants involves
risks that are described in the “Risk Factors” section beginning on page 12 of the Prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June
7, 2022.
SELLING SHAREHOLDERS
This Prospectus Supplement is filed solely for the purpose of including,
and restating amounts owned by, selling shareholders who have acquired Common Stock included for resale in this Prospectus from certain
existing selling shareholders. As of June 7, 2022, the Selling Shareholder table included under the section “Selling Shareholders,”
which begins on page 106 of the Prospectus, is revised to remove Genesis Park Holdings and amend the information with respect to the following
selling shareholders:
​ | |
Shares Beneficially Owned | | |
​ | | |
Warrants | | |
Shares Beneficially Owned | |
​ | |
Prior to the Offering | | |
Shares Being | | |
Being | | |
After the Offering | |
Name
of Selling Shareholder | |
Shares | | |
% | | |
Offered | | |
Offered | | |
Shares | | |
% | |
Genesis
Park II LP(1) | |
| 9,841,813 | (2) | |
| 16 | % | |
| 4,710,014 | | |
| 5,131,799 | | |
| — | | |
| — | |
Jonathan
E. Baliff | |
| 1,125,867 | (3) | |
| 2 | % | |
| 750,177 | | |
| 370,690 | | |
| — | | |
| — | |
David
Siegel | |
| 263,984 | (4) | |
| * | | |
| 175,018 | | |
| 88,966 | | |
| — | | |
| — | |
Richard
Anderson | |
| 156,130 | (5) | |
| * | | |
| 37,509 | | |
| 118,621 | | |
| — | | |
| — | |
Wayne
Gilbert West | |
| 181,992 | (6) | |
| * | | |
| 137,509 | | |
| 44,483 | | |
| — | | |
| — | |
Francis
A. Newman and Andrea F. Newman Trust u/a/d February 26, 2016 | |
| 89,578 | (7) | |
| * | | |
| 52,509 | | |
| 37,069 | | |
| — | | |
| — | |
The
Friedkin Group, Inc. | |
| 74,578 | (8) | |
| * | | |
| 37,509 | | |
| 37,069 | | |
| — | | |
| — | |
John
and Julie Bolton Family Trust DTD 06/22/2007 | |
| 87,442 | (9) | |
| * | | |
| 28,132 | | |
| 59,310 | | |
| — | | |
| — | |
Dave
Davis | |
| 37,288 | (10) | |
| * | | |
| 18,754 | | |
| 18,534 | | |
| — | | |
| — | |
Jonina
Jonsson | |
| 18,754 | | |
| * | | |
| 18,754 | | |
| — | | |
| — | | |
| — | |
Crescent
Park SPV II, L.P. | |
| 71,781 | | |
| * | | |
| 71,781 | | |
| — | | |
| — | | |
| — | |
Crescent
Park SPV I, L.P. | |
| 32,854 | | |
| * | | |
| 32,854 | | |
| — | | |
| — | | |
| — | |
Crescent
Park Master Fund, L.P. | |
| 608,389 | | |
| * | | |
| 608,389 | | |
| — | | |
| — | | |
| — | |
Crescent
Park FOF Partners, L.P. | |
| 53,731 | | |
| * | | |
| 53,731 | | |
| — | | |
| — | | |
| — | |
Crescent
Park Global Equity Master Fund, L.P. | |
| 76,766 | | |
| * | | |
| 76,766 | | |
| — | | |
| — | | |
| — | |
* Less than 1 percent.
(1) |
Genesis Park II, LP (“GPLP”) is the managing
member of the Sponsor, and Genesis Park II GP, LLC (“GPLLC”) is the general partner of GPLP, and as such, has voting
and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial
ownership of the ordinary shares held directly by the Sponsor. The managers of GPLLC are Paul Hobby, Peter Shaper and Steven Gibson,
none of whom exercise voting or dispositive power with respect to the ordinary shares alone or are deemed to have beneficial ownership.
Certain of our directors hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of
the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(2) |
Includes 5,131,799 shares of Common Stock issuable
upon exercise of Warrants. |
(3) |
Includes 370,690 shares of Common Stock issuable upon
exercise of Warrants. |
(4) |
Includes 88,966 shares of Common Stock issuable upon
exercise of Warrants. |
(5) |
Includes 118,621 shares of Common Stock issuable upon
exercise of Warrants. |
(6) |
Includes 44,483 shares of Common Stock issuable upon
exercise of Warrants. |
(7) |
Includes 37,069 shares of Common Stock issuable upon
exercise of Warrants. |
|
|
(8) |
Includes 37,069 shares of Common Stock issuable upon
exercise of Warrants. |
|
|
(9) |
Includes 59,310 shares of Common Stock issuable upon
exercise of Warrants. |
|
|
(10) |
Includes 18,534 shares of Common Stock issuable upon
exercise of Warrants. |
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