Redwire Corp

Current report

Risks Related to the Edge Acquisition

Current report

Redwire may be unable to integrate the operations of Redwire and Edge Autonomy successfully and realize the anticipated synergies and other benefits of the Edge Acquisition, or unable to do so within the anticipated timeframe.

Current report

The Edge Acquisition involved the combination of two companies which previously operated independently. Redwire expects to benefit from certain synergies and the elimination of duplicative costs associated with general and administrative expenses, among others. Redwire will, however, be required to devote significant management attention and resources to integrating the business practices, cultures and operations of Edge Autonomy with Redwire’s. Potential difficulties Redwire may encounter in the integration process include, among others, the following:

Current report

the inability to successfully combine the operations of Redwire and Edge Autonomy in a manner that permits Redwire to achieve the cost savings from the Edge Acquisition, or results in the anticipated benefits and synergies of the Edge Acquisition not being realized in the timeframe currently anticipated or at all;

Current report

the inability to minimize the diversion of management attention from ongoing business concerns during the process of integrating Edge Autonomy into our businesses;

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the inability to integrate product lines and capitalize on cross-selling opportunities;

Current report

the inability to resolve potential conflicts that may arise relating to customer, supplier and other important relationships of our business and Edge Autonomy;

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potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Edge Acquisition;

Current report

failure to retain key management and other key employees of Edge Autonomy;

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the potential need to upgrade Edge Autonomy’s reporting systems, including internal controls over financial reporting and/or systems, which may be found to have material weaknesses or significant deficiencies;

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the difficulties harmonizing differences in the business cultures of Redwire and Edge Autonomy;

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the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations; and

Current report

additional complexities of combining two companies with different histories, organizations, systems, operating procedures, compliance programs, products, markets, customers, technology, networks and other assets.

Current report

For all these reasons, it is possible that the integration process could result in the distraction of Redwire’s management, the disruption of Redwire’s ongoing business or inconsistencies in Redwire’s operations, services, standards, controls, procedures and policies, any of which could adversely affect the ability of Redwire to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the Edge Acquisition, or could otherwise adversely affect Redwire’s business and financial results.

Current report

Redwire stockholders have a smaller ownership and voting interest in Redwire following completion of the Edge Acquisition, compared to their respective ownership and voting interest in Redwire prior to the Edge Acquisition.

Current report

Following completion of the Edge Acquisition, after giving effect to the related stock issuance and our offering of 15,525,00 shares of our common stock (the “June 2025 Offering” together with the Edge Acquisition, the “Transactions”), based on the number of shares of our common stock and convertible preferred stock outstanding on August 4, 2025, (i) continuing Redwire stockholders own approximately 62.8% and Ultimate Holdings owns approximately 27.8% of our common stock and Redwire convertible preferred stock (on an as converted to common stock basis), (ii) AE Industrial Partners (including Ultimate Holdings) beneficially owns approximately 55.6% of our common stock and Redwire convertible preferred stock (on an as converted to common stock basis) and (iii) BCC Redwire Aggregator, L.P. beneficially owns approximately 11.5% of our common stock and Redwire convertible preferred stock (on an as converted to common stock basis). Accordingly, the Redwire stockholders prior to the Transactions exercise significantly less influence over Redwire after the Transactions relative to their respective influence over Redwire prior to the Transactions, and thus have a less significant impact on the approval or rejection of future Redwire proposals submitted to a stockholder vote.

Current report

Following completion of the Transactions, AE Industrial Partners (including Ultimate Holding) holds a majority of the voting power of Redwire and will appoint a majority of the directors to the Redwire Board of Directors (the “Board”).

Current report

Following the Transactions, AE Industrial Partners (including Ultimate Holdings) beneficially owns approximately 55.6% of our common stock and Redwire convertible preferred stock (on an as converted to common stock basis). Additionally, among other things, an amended and restated investor rights agreement (the “A&R Investor Rights Agreement”) entered into by Redwire, Ultimate Holdings, certain stockholders of the Company affiliated with AE Industrial Partners (the “AE Industrial Stockholders”) and Genesis Park Holdings provides that, of the nine or more directors that will sit on the Board, (i) the AE Industrial Stockholders will be permitted to designate four directors for election to the Board, which number would be reduced once the AE Industrial Stockholders no longer hold fifty percent (50%) or more of the Redwire common stock beneficially owned by the AE Industrial Stockholders (excluding Redwire common stock beneficially owned by Ultimate Holdings) at the closing of the Edge Acquisition and (ii) Ultimate Holdings will be permitted to designate one director for election to the Board so long as Ultimate Holdings continues to hold twenty-five percent (25%) or more of the Redwire common stock beneficially owned by Ultimate Holdings (excluding Redwire common stock beneficially owned by the AE Industrial Stockholders) at the closing of the Edge Acquisition, provided that so long as the AE Industrial Stockholders and Ultimate Holdings collectively may nominate an aggregate of five directors to the Board, all but one director must be independent under New York Stock Exchange listing standards and, if less than five directors, a majority must be independent.

Current report

Redwire expects to incur substantial expenses related to the Edge Acquisition, including with respect to integration.

Current report

Redwire expects to incur substantial expenses in integrating the business, operations, systems, technologies, policies and procedures of Edge Autonomy with those of Redwire. While Redwire has assumed that a certain level of expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of the expenses relating to the integration of Redwire’s and Edge Autonomy’s operations. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the expenses associated with the Edge Acquisition could, particularly in the near term, reduce the savings that Redwire expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings following the completion of the Edge Acquisition, and impact Redwire’s business and operations and the market price of the Redwire common stock.

Current report

The market price of our common stock may decline as a result of the Edge Acquisition.

Current report

The market price of our common stock may decline as a result of the Edge Acquisition if (a) Redwire does not achieve the perceived benefits of the Edge Acquisition as rapidly or to the extent anticipated by financial or industry analysts, or (b) the effect of the Edge Acquisition on Redwire’s financial results is not consistent with the expectations of financial or industry analysts. Redwire stockholders prior to the Edge Acquisition may not wish to continue to invest in Redwire, or for other reasons may wish to dispose of some or all of their shares of our common stock. In addition, the expiration of the lock-up set forth in the A&R Investor Rights Agreement may result in additional shares of our common stock being sold. If, following the closing of the Edge Acquisition, significant amounts of our common stock are sold, the price of our common stock could decline.

Current report

The historical consolidated financial information of Edge Autonomy and the unaudited pro forma information included in our filings with the SEC may not be a reliable indicator of future results.

Current report

We and Edge Autonomy have no prior history as a combined company and our assets and operations have not been managed on a combined basis. As a result, our unaudited pro forma condensed combined financial information, which was prepared in accordance with Article 11 of Regulation S-X, and historical financial statements of our and Edge Autonomy’s businesses provided in our filings with the SEC are not necessarily indicative of the financial position or results of operations that would have actually occurred had the Edge Acquisition not been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the combined Company.

Current report

Our unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined Company may achieve as a result of the Edge Acquisition, nor does it reflect the costs to integrate the operations of Edge Autonomy or the costs necessary to achieve any cost savings, operating synergies and revenue enhancements. Our unaudited pro forma condensed combined financial information is based in part on certain assumptions regarding the Edge Acquisition. We believe the assumptions underlying such unaudited pro forma condensed combined financial information are reasonable under the circumstances, however, such assumptions and estimates are preliminary and may not prove to be accurate over time. In addition, if and to the extent there are any changes in market conditions affecting the Edge Acquisition, then the unaudited pro forma condensed combined financial information and the future operating results or financial position of the combined Company may be impacted, and such impact may be material. We have no obligation to update the unaudited pro forma condensed financial information for any subsequent event and may not do so.

Current report

As a result, investors should not place any undue reliance on our unaudited pro forma condensed combined financial information, and our actual results following the completion of the Edge Acquisition may differ from those that are anticipated.

Current report

Redwire may need to incur additional indebtedness in the future.

Current report

In connection with executing Redwire’s business strategies following the Edge Acquisition, Redwire may need to incur additional indebtedness to fund working capital or other corporate needs, including the repayment of Edge Autonomy’s outstanding indebtedness and transaction expenses incurred to acquire Edge Autonomy. The amount of such indebtedness could have material adverse consequences for Redwire, including subjecting Redwire to debt covenants that may limit Redwire’s activities, flexibility or ability to take advantage of business opportunities, limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses, and making Redwire more vulnerable to economic or industry downturns, including interest rate increases, the impact of which could have a material adverse effect on Redwire’s results of operations, financial condition and liquidity.

Current report

Recent tariff actions by the United States and other countries may adversely affect demand for the combined Company’s products and services, as well as increase manufacturing costs, which could have a material adverse effect on our business, financial condition and results of operations.

Current report

The current U.S. administration recently announced significant tariff actions on imports from a broad set of countries, including Canada, Mexico, European Union member states, Japan and China. The effects of these tariffs cannot be predicted with certainty but there is a likelihood that they will create increased supply chain costs for certain inputs to the manufacture of the combined Company’s products and potentially cause shortages of certain raw materials or supplied components. In response to these tariffs, U.S. trading partners have imposed, or are likely to impose, their own tariffs, which could have the effect of increasing the cost of the combined Company’s products and services that are sold to or in foreign countries. In addition, many economists and other market experts have indicated an increased likelihood of global recession as a result of the potential disruption to international trade.

Current report

Although a majority of Redwire’s historical sales were to domestic customers and a significant portion of Edge Autonomy’s historical sales to non-U.S. customers were supplied from its factory in Europe, which should mitigate the effects of tariff actions on such sales, foreign sales are expected to represent a significant portion of the combined Company’s total revenues. Accordingly, these trade actions and the widespread uncertainty and international tensions resulting therefrom, including, without limitation, the effect on the value of the U.S. dollar relative to other currencies, may adversely affect revenues, costs of sales and production volumes, any of which could materially and adversely harm our business, financial condition and results of operations.

Current report

Risks Related to Edge Autonomy

Current report

Redwire’s future growth, as a result of the Edge Acquisition, depends on the demand for, and customers’ willingness to adopt uncrewed aircraft systems (“UAS”) technology.

Current report

Evolving global security requirements and increasing demand for efficient supply chain and logistics solutions may present opportunities for growth in the market for autonomous aerial systems and advanced UAS technology. However, potential failure to manage the risks described above may discourage current or potential customers from purchasing our UAS products. If the market for UAS products does not develop as Redwire expects or develops more slowly than Redwire expects, its business, prospects, financial condition and operating results may be adversely affected.

Current report

As a result of the Edge Acquisition, Redwire stockholders own interests in a company with different risks and liabilities.

Current report

As a result of the Edge Acquisition, Redwire stockholders own interests in a company operating an expanded business with a different mix of risks and liabilities. As a result of Redwire’s acquisition of Edge Autonomy, Redwire has become a provider of UAS technology, and the market for UAS technology services is still an emerging market. Unsatisfactory performance of the combined Company’s products resulting from the environments in which drones operate, including in combat or other areas where wars and hostilities may occur (for example, the war in Ukraine), or numerous other market and technological factors may cause the demand for our products and technologies to decline or be subject to variation and may cause variations in the market price of our common stock. In particular, a significant portion of Edge Autonomy’s historical sales were to customers in Ukraine, which sales have been declining and may continue to decline for the combined Company in the event that the war and hostilities in Ukraine end, decline or change, or as a result of changes in international support for military assistance to Ukraine.

Current report

Redwire, as a result of the Edge Acquisition, faces competition from other firms, many of which have substantially greater resources.

Current report

As a result of Redwire’s acquisition of Edge Autonomy, Redwire has become a provider of UAS and autonomous technology solutions in a sector that has experienced significant growth driven by advancements in autonomous systems, artificial intelligence, machine learning, and sensor technologies.

Current report

Redwire, as a result of the Edge Acquisition, faces competition from various entities, including established defense contractors, autonomous flight system specialists, security technology providers, and companies focused on sensor technology and artificial intelligence software development, many of which are larger than Redwire and have greater technical, manufacturing and financial resources. The product capabilities of consumer and commercially focused drone manufacturers continue to increase and their product prices remain low relative to existing defense solutions. This competition could affect Redwire’s market position, as rapid technological advancements in artificial intelligence and automation may require significant ongoing investment in research and development to maintain its competitive advantage. Redwire’s future growth prospects depend on its ability to successfully innovate, differentiate its offerings, and maintain or expand its market share in an increasingly competitive landscape. Failure to effectively compete in these areas could result in reduced sales, margin pressure, and loss of strategic opportunities.

Current report

Redwire’s UAS products are subject to certain safety standards and complex regulatory frameworks, and the failure to satisfy such mandated compliance requirements or safety standards or failure to design, manufacture and operate safe products could have a materially adverse effect on our business and operating results.