This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13D
filed with the Securities and Exchange Commission (the SEC) on December 8, 2020 (as amended on March 30, 2021, and as further amended from time to time, the Schedule 13D) by Genesis
Park II LP, a Delaware limited partnership (Manager), and Genesis Park II GP LLC, a Delaware limited liability company (General Partner and together with Manager, the Reporting
Persons, relating to their beneficial ownership in Redwire Corporation (f/k/a Genesis Park Acquisition Corp.) (the Issuer). Except to the extent set forth in this Amendment, all material information disclosed in the
Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
Item 1.
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Security and Issuer
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Item 1 of the Schedule 13D is amended and restated as follows:
This statement on Schedule 13D (this Schedule 13D) relates to the common stock, par value $0.0001 per share (the
Common Stock), of Redwire Corporation (f/k/a Genesis Park Acquisition Corp.), a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 8226 Philips Highway, Suite 101,
Jacksonville, Florida 32256.
Item 3
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is amended and supplemented as follows:
On September 2, 2021, Manager consummated the previously disclosed Manager PIPE Investment pursuant to which the Manager
purchased 1,000,000 shares of Common Stock for an aggregate purchase price of $10,000,000, or $10.00 per share of Common Stock, in a private placement that closed substantially concurrently with the Initial Business Combination (the PIPE
Financing). Manager purchased the Common Stock using working capital.
On September 2, 2021,
Mr. Hobby, Mr. Gibson and GP III consummated the previously disclosed Scheduled Person Investments pursuant to which (a) Mr. Hobby purchased 150,000 shares of Common Stock for an aggregate purchase price of $1,500,000, or $10.00
per share of Common Stock, (b) Mr. Gibson purchased 100,000 shares of Common Stock for an aggregate purchase price of $1,000,000, or $10.00 per share of Common Stock, and (c) GP III purchased 150,000 shares of Common Stock for an
aggregate purchase price of $1,500,000, or $10.00 per share of Common Stock, in each case, in the PIPE Financing. Each of Mr. Hobby and Mr. Gibson purchased the Common Stock using personal funds and GP III purchased the Common Stock using
working capital.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is amended and supplemented as follows:
As previously disclosed, on March 25, 2021, the Issuer entered into the Merger Agreement, pursuant to which the
parties proposed to enter into the Initial Business Combination. The Initial Business Combination and the closing of the Transactions pursuant to the Merger Agreement, including the Domestication, occurred on September 2, 2021. On the Closing
Date, among other things:
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(a)
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immediately prior to the effective time of the First Merger, the Issuer effected the Domestication pursuant to
which: (i) the Issuers name changed to Redwire Corporation, (ii) each outstanding Class A Share and each outstanding Class B Share was converted automatically by operation of law into one share of Common Stock,
(iii) each outstanding warrant to purchase a Class A Share was converted automatically by operation of law into one warrant to purchase a share of Common Stock and (iv) each issued and outstanding Unit of the Issuer that had not been
previously separated into the underlying Class A Share and the underlying warrant to purchase a Class A Share prior to the Domestication was cancelled and, following the Domestication, entitles the holder thereof to one share of Common
Stock and one-half of one warrant representing the right to purchase one share of Common Stock at an exercise price of $11.50 per share;
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(b)
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immediately prior to the Closing, pursuant to the previously disclosed Warrant Forfeiture Agreement, the
Sponsor forfeited and surrendered to the Issuer 1,886,000 Private Placement Warrants for no consideration;
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(c)
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substantially concurrently with the Closing, pursuant to the previously disclosed Manager Subscription
Agreement and Scheduled Person Subscription Agreements entered into in connection with the execution of the Merger Agreement, (i) Manager consummated the Manager PIPE Investment and (ii) each of Mr. Hobby, Mr. Gibson and GP III
consummated the Scheduled Person Investments; and
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(d)
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at the Closing, Mr. Hobby resigned as the Chief Executive Officer and as a Director of the Issuer.
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